Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 10, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Emerald Expositions Events, Inc. | ||
Entity Central Index Key | 0001579214 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 277,476,514 | ||
Entity Common Stock, Shares Outstanding | 71,375,631 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | EEX | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-38076 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 42-1775077 | ||
Entity Address, Address Line One | 31910 Del Obispo Street | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | San Juan Capistrano | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92675 | ||
City Area Code | 949 | ||
Local Phone Number | 226-5700 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to the 2020 Annual Meeting of Shareholders, are incorporated by reference into Part III of this Report. The Registrant’s Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2019. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 9.6 | $ 20.5 |
Trade and other receivables, net of allowance for doubtful accounts of $0.7 million and $0.9 million, as of December 31, 2019 and 2018, respectively | 60.1 | 62.7 |
Prepaid expenses | 24 | 19.8 |
Total current assets | 93.7 | 103 |
Noncurrent assets | ||
Property and equipment, net | 4.2 | 3.7 |
Intangible assets, net | 373.8 | 435.3 |
Goodwill | 980.3 | 1,036.5 |
Right-of-use lease assets | 18.3 | |
Other noncurrent assets | 1.4 | 1.5 |
Total assets | 1,471.7 | 1,580 |
Current liabilities | ||
Accounts payable and other current liabilities | 22.2 | 30.5 |
Deferred revenues | 187.3 | 192.4 |
Revolving credit facility | 10 | 40 |
Right-of-use lease liabilities, current portion | 4.1 | |
Term loan, current portion | 5.7 | 5.7 |
Total current liabilities | 229.3 | 268.6 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 519.7 | 524.2 |
Deferred tax liabilities, net | 60 | 75.4 |
Right-of-use lease liabilities, noncurrent portion | 15.7 | |
Other noncurrent liabilities | 6.8 | 3.5 |
Total liabilities | 831.5 | 871.7 |
Commitments and contingencies (Note 15) | ||
Shareholders’ equity | ||
Preferred stock, $0.01 par value; authorized shares at December 31, 2019 and 2018: 80,000; no shares issued and outstanding at December 31, 2019 and 2018 | ||
Common stock, $0.01 par value; authorized shares at December 31, 2019 and 2018: 800,000; 71,352 and 71,591 issued and outstanding shares at December 31, 2019 and 2018, respectively | 0.7 | 0.7 |
Additional paid-in capital | 701.1 | 689.7 |
(Accumulated deficit) retained earnings | (61.6) | 17.9 |
Total shareholders’ equity | 640.2 | 708.3 |
Total liabilities and shareholders’ equity | $ 1,471.7 | $ 1,580 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Partners Capital [Abstract] | ||
Allowance for doubtful accounts - trade and other receivables, current | $ 0.7 | $ 0.9 |
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 | 71,352,000 | 71,591,000 |
Common stock, shares outstanding | 71,352,000 | 71,591,000 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income shares in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Revenues | $ 341,700,000 |
Other income | 6,500,000 |
Cost of revenues | 95,000,000 |
Selling, general and administrative expense | 121,900,000 |
Depreciation and amortization expense | 43,200,000 |
Goodwill impairments | 0 |
Operating (loss) income | 88,100,000 |
Interest expense | 38,300,000 |
Loss on extinguishment of debt | 3,000,000 |
(Loss) income before income taxes | 46,800,000 |
Benefit from income taxes | (35,000,000) |
Net (loss) income and comprehensive (loss) income | $ 81,800,000 |
Basic (loss) earnings per share | $ / shares | $ 1.19 |
Diluted (loss) earnings per share | $ / shares | $ 1.13 |
Basic weighted average common shares outstanding | shares | 68,912 |
Diluted weighted average common shares outstanding | shares | 72,116 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] |
Balance at Dec. 31, 2016 | $ 527.7 | $ 0.6 | $ 510.3 | $ 16.8 |
Balance, shares at Dec. 31, 2016 | 61,860,000 | |||
Stock-based compensation | 2.6 | 2.6 | ||
Stock-based compensation, shares | 9,000 | |||
Dividends on common stock | (15.2) | (15.2) | ||
Issuance of common stock under equity plans | 164.3 | $ 0.1 | 164.2 | |
Issuance of common stock under equity plans, shares | 10,735,000 | |||
Net (loss) income and comprehensive (loss) income | 81.8 | 81.8 | ||
Balance at Dec. 31, 2017 | 761.2 | $ 0.7 | 677.1 | 83.4 |
Balance, shares at Dec. 31, 2017 | 72,604,000 | |||
Stock-based compensation | 6.1 | 6.1 | ||
Stock-based compensation, shares | 13,000 | |||
Dividends on common stock | (21) | (21) | ||
Issuance of common stock under equity plans | 6.5 | 6.5 | ||
Issuance of common stock under equity plans, shares | 601,000 | |||
Repurchase of common stock | (19.4) | (19.4) | ||
Repurchase of common stock, shares | (1,627,000) | |||
Net (loss) income and comprehensive (loss) income | (25.1) | (25.1) | ||
Balance at Dec. 31, 2018 | 708.3 | $ 0.7 | 689.7 | 17.9 |
Balance, shares at Dec. 31, 2018 | 71,591,000 | |||
Stock-based compensation | 7.2 | 7.2 | ||
Stock-based compensation, shares | 77,000 | |||
Dividends on common stock | (21.3) | (21.3) | ||
Issuance of common stock under equity plans | 4.3 | 4.3 | ||
Issuance of common stock under equity plans, shares | 537,000 | |||
Repurchase of common stock | (8.3) | (0.1) | (8.2) | |
Repurchase of common stock, shares | (853,000) | |||
Net (loss) income and comprehensive (loss) income | (50) | (50) | ||
Balance at Dec. 31, 2019 | $ 640.2 | $ 0.7 | $ 701.1 | $ (61.6) |
Balance, shares at Dec. 31, 2019 | 71,352,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net (loss) income | $ (50,000,000) | $ (25,100,000) | $ 81,800,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Stock-based compensation | 7,700,000 | 6,100,000 | 2,600,000 |
Provision for doubtful accounts | 600,000 | 500,000 | 500,000 |
Depreciation and amortization | 52,000,000 | 46,800,000 | 43,200,000 |
Goodwill impairments | 69,100,000 | 0 | 0 |
Intangible asset impairments | 17,000,000 | 104,300,000 | 0 |
Non-cash operating lease expense | (3,200,000) | 0 | 0 |
Amortization of deferred financing fees and debt discount | 1,400,000 | 1,700,000 | 4,600,000 |
Unrealized gain on interest rate swap and floor | 0 | (800,000) | (1,400,000) |
Deferred income taxes | (15,400,000) | (24,800,000) | (39,900,000) |
Loss on extinguishment of debt | 0 | 0 | 3,000,000 |
Remeasurement of contingent consideration | 0 | 500,000 | 300,000 |
Changes in operating assets and liabilities, net of effect of businesses acquired: | |||
Trade and other receivables | 3,400,000 | 1,000,000 | (700,000) |
Prepaid expenses | (4,200,000) | 3,700,000 | 4,500,000 |
Other noncurrent assets | 100,000 | 0 | 100,000 |
Accounts payable and other current liabilities | (7,100,000) | 4,400,000 | 3,300,000 |
Deferred revenues | (6,400,000) | (12,300,000) | 5,400,000 |
Operating lease liabilities | 3,200,000 | 0 | 0 |
Other noncurrent liabilities | (400,000) | (2,100,000) | 3,500,000 |
Net cash provided by operating activities | 67,800,000 | 103,900,000 | 110,800,000 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (12,800,000) | (71,200,000) | (92,500,000) |
Purchases of property and equipment | (1,600,000) | (800,000) | (900,000) |
Purchases of intangible assets | (2,300,000) | (2,700,000) | (2,100,000) |
Net cash used in investing activities | (16,700,000) | (74,700,000) | (95,500,000) |
Financing activities | |||
Payment of deferred consideration for acquisition of businesses | (1,000,000) | 0 | 0 |
Payment of contingent consideration | 0 | 0 | (12,600,000) |
Proceeds from borrowings on revolving credit facility | 16,000,000 | 50,000,000 | 43,000,000 |
Repayment of revolving credit facility | (46,000,000) | (10,000,000) | (43,000,000) |
Proceeds from borrowings on term loan | 0 | 0 | 13,000,000 |
Repayment of principal on term loan | (5,700,000) | (25,700,000) | (164,200,000) |
Fees paid for debt issuance | 0 | 0 | (4,700,000) |
Cash dividends paid | (21,300,000) | (21,000,000) | (15,200,000) |
Payment of costs related to the initial public offering | 0 | 0 | (6,400,000) |
Repurchase of common stock | (8,300,000) | (19,400,000) | 0 |
Proceeds from issuance of common stock | 0 | 0 | 165,500,000 |
Net cash used in financing activities | (62,000,000) | (19,600,000) | (19,300,000) |
Net (decrease) increase in cash and cash equivalents | (10,900,000) | 9,600,000 | (4,000,000) |
Cash and cash equivalents | |||
Beginning of year | 20,500,000 | 10,900,000 | 14,900,000 |
End of year | 9,600,000 | 20,500,000 | 10,900,000 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 11,900,000 | 14,800,000 | 3,900,000 |
Cash paid for interest | 28,800,000 | 28,500,000 | 34,700,000 |
Equity Plans [Member] | |||
Financing activities | |||
Proceeds from issuance of common stock | 4,300,000 | 6,500,000 | 5,300,000 |
2019 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | 4,300,000 | 0 | 0 |
2017 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | $ 0 | $ 0 | $ 1,600,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Emerald Expositions Events, Inc. (“Emerald” or “the Company”) is a corporation formed on April 26, 2013, under the laws of the State of Delaware. Emerald is majority owned by investment funds managed by an affiliate of Onex Partners Manager LP (“Onex Partners”). The Company is a leading operator of large business-to-business trade shows in the United States (“U.S.”). The Company operates in a number of broadly-defined industry sectors: Retail; Design; Technology; Equipment; and Safety & Security. Each of the Company’s events are held at least once per year and provide a venue for exhibitors to launch new products, develop sales leads and promote their brands. In addition to organizing trade shows, conferences and other events (collectively, “Events”), the Company also operates websites and related digital products, and produces publications, each of which is aligned with a specific sector for which it organizes an event. Initial Public Offering On May 3, 2017, the Company completed the initial public offering (“IPO”) of its common stock. The Company sold a total of 10,333,333 shares of common stock, for total net proceeds to the Company of approximately $159.1 million after deducting underwriting discounts and commissions and expenses associated with the offering of $16.5 million. The Company used all of its proceeds from the offering plus cash on hand to prepay $159.2 million of borrowings outstanding under the credit agreement, dated as of June 17, 2013, as amended (the “Term Loan Facility”) (as then in effect). Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive (loss) income; as such, its comprehensive (loss) income is the same as net income (loss) for all periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, allowances for doubtful accounts, useful lives of intangible assets, long-lived asset and goodwill impairments and assumptions used in valuing the Company’s allocation of purchase price, including acquired deferred revenues, intangible assets and goodwill, deferred taxes and stock-based compensation expense. Actual results could differ from those estimates. Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company considers cash deposits in banks as cash and investments with original maturities at purchase of three months or less as cash equivalents. At December 31, 2019 and 2018 amounts receivable from credit card processors, totaling $0.8 million and $0.3 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Applicable accounting guidance provides an established hierarchy and framework for inputs used to measure fair value. The fair value hierarchy gives the highest priority to inputs quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. There are three levels of inputs that may be used to measure fair value: • Level 1 – includes financial instruments for which there are quoted market prices in active markets for identical assets or liabilities. • Level 2 – includes financial instruments for which there are observable market-based inputs for similar assets or liabilities that are corroborated by market data. • Level 3 – includes financial instruments for which unobservable inputs that are not corroborated by market data Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. As of December 31, 2019, the Company had $4.3 million of contingent consideration liabilities that were Level 3 liabilities with the related fair values based on the significant unobservable inputs and probability weightings measured using a Monte Carlo simulation. Refer to Note 9, Fair Value Measurements Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities. Accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Cash and cash equivalents are recorded at fair value. Financial instruments also include revolving credit facility and senior term loan with third party financial institutions. Cash and cash equivalents, accounts receivables, revolving credit facility and term loan potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss for cash and cash equivalents, these financial instruments are primarily held with large, reputable financial institutions in the United States. As of December 31, 2019 and 2018, the Company’s uninsured cash and cash equivalents balances totaled $9.3 million, and $20.2 million, respectively. As of December 31, 2019 and 2018, the Company’s trade receivables balances totaled $60.1 million, and $62.7 million, respectively. No single customer accounts for more than 10% of gross accounts receivable as of December 31, 2019 or 2018. An allowance for doubtful accounts is recorded to account for potential bad debts. Credit risk with respect to trade receivables is low due to the Company’s large customer base dispersed across different industries. As of December 31, 2019, and 2018, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2019 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.55%) at period end, including short-term portion $ 504.3 $ 528.4 Revolving Credit Facility, with interest at LIBOR plus 2.75% (equal to 4.52%) at period end 9.5 10.0 Total $ 513.8 $ 538.4 December 31, 2018 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 5.27%) at period end, including short-term portion $ 516.4 $ 533.5 Revolving Credit Facility, with interest at LIBOR plus 2.75% (equal to 5.27%) at period end 38.5 40.0 Total $ 554.9 $ 573.5 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using observable market-based inputs that are corroborated by market data (Level 2 inputs). Derivative Instruments In March 2014, the Company, through Emerald Expositions Holding, Inc. (“EEH”), an intermediate holding company of Emerald, entered into forward interest rate contracts to manage and reduce its interest rate risk. The interest rate swap and floor had an effective date of December 31, 2015 and were 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 $0.5 million during the year ended December 31, 2018, representing the differential between the three-month LIBOR rate and 2.705% on the principal amount of $100.0 million. The Company made payments of $1.4 million during the year ended December 31, 2017, representing the differential between the three-month LIBOR rate and 2.705% on the principal amount of $100.0 million. The Company marked-to-market its interest rate contracts quarterly with both the unrealized and realized gains or losses included in interest expense in the consolidated statements of (loss) income and comprehensive (loss) income. The contract expired on December 31, 2018. Due to the expiration of the Company’s forward interest rate contract, there was no liability recorded as of December 31, 2019 and 2018. Debt Trade and Other Receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are presented on the face of the consolidated balance sheet, net of an allowance for doubtful accounts. In determining the allowance for doubtful accounts, the Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends. Prepaid Expenses Prepaid expenses are primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rental deposits and insurance costs, in advance of the event. Such costs are deferred in prepaid expense on the consolidated balance sheets when paid and recognized on the consolidated statements of (loss) income and comprehensive (loss) income as cost of revenues upon the staging of the event. Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 10 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. Indefinite-Lived Intangibles The Company’s indefinite-lived intangibles consist of trade names. Indefinite-lived intangible assets are tested annually for impairment at October 31, or between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value of an asset group may be impaired. The Company conducts its impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and has determined it has multiple asset groups that are typically at the trade show brand level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset group is impaired. To perform a qualitative assessment, the Company must identify and evaluate changes in economic, industry and entity-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset group. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-lived intangible asset group is impaired, a more detailed fair value calculation will be performed to measure the amount of impairment losses to be recognized, if any. The fair values of the Company’s indefinite-lived trade name asset groups are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rates are estimated using evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. The fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital, tax rate and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. Refer to Note 6, Goodwill and Intangible Assets In conjunction with the annual impairment test conducted in the fourth quarter of 2018, the Company performed an evaluation of its indefinite-lived intangible assets to determine whether an indefinite life for each trade name was still warranted. As a result of this evaluation, the Company determined that events and circumstances had occurred during the fourth quarter of fiscal year 2018 which indicated that certain of the trade show brands operating in the large, multi-category gift and home, jewelry, retail service, photography and conference event categories should no longer be considered to have indefinite lives. These events and circumstances included changes to the Company’s strategic decisions on management and resources so that the Company can focus more specifically on certain brands, expectations about the future viability of certain trade shows due to recent changes in customer behavior and overall macroeconomic trends, contractual changes for key relationships, and a lower level of forecasted sales for each of the trade names as a result of decreased sales for each in recent periods and the manner in which management intends to manage the trade names in future periods . The Company determined the estimated remaining economic lives of the trade names based on future forecasted cash flows, as well as the consideration of various other factors. These factors included the strength of each trade name and their respective market share within the category in which each operates, the stability of the respective industries, the fact that these trade names have been in existence for a long period of time and are expected to remain in existence for a significant number of years in the future while considering any relevant legal, regulatory, or contractual conditions that might limit their remaining useful lives. After taking all of these factors into consideration, the Company adjusted the estimated useful lives of several trade shows to periods between ten and 30 years. Definite-lived Intangible Assets Definite-lived intangible assets consist of customer relationships, certain trade names, and computer software. Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed each reporting period: Estimated Useful Life Weighted Average Customer relationships 7-10 years 9 Definite-lived trade names 10-30 years 22 Computer software 3-7 years 5 Refer to Note 6, Goodwill and Intangible Assets d Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company conducts the long-lived asset impairment analysis at the asset group level. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares the resulting amount to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill and Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized, but instead tested for impairment. The Company tests for impairment on October 31 of each year, or more frequently should an event or a change in circumstances that would indicate the carrying value may be impaired. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill impairment test at the reporting unit level. In goodwill impairment tests prior to October 31, 2019, the Company determined it operated under one reporting unit. Given a change in operating segments that occurred in the fourth quarter of 2019, the Company determined there were multiple reporting units as of October 31, 2019. Refer to Note 17, Segment Information In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Company determines a fair value test is necessary, it estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, revenue growth rates, weighted average cost of capital, selecting appropriate discount rates and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting units with the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated balance sheet. Goodwill and Intangible Assets The Company also considers the amount of headroom for a reporting unit when determining whether an impairment existed. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2019, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2019, the fair values of the reporting units exceeded their carrying value between zero and 18.3%. Of the $980.3 million of goodwill, the carrying value equals the fair value for $571.9 million as of December 31, 2019. The carrying value of goodwill for reporting units with less than 5% headroom is $896.2 million as of December 31, 2019. Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in sales, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. There is $4.3 million of contingent consideration outstanding at December 31, 2019. Fair Value Measurements Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenues Trade Shows and Other Events A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. Revenue from the Company’s trade shows and other events is generally recognized in the period the trade show or other event stages as the Company’s performance obligations have been satisfied. Trade show and other events generated approximately 92%, 93% and 93% of revenues for the years ended December 31, 2019, 2018 and 2017, respectively. Other Marketing Services Revenues from the Company’s other marketing services primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector. These revenues are recognized in the period in which the digital products are provided or publications are issued. Deferred Revenue The Company generally invoices and collects payment in-full from customers prior to the staging of a trade show or other event and records deferred revenues in the consolidated balance sheets until the staging of the trade show or other event. As of December 31, 2019 and 2018, the Company had deferred revenues of $187.3 million and $192.4 million, respectively, of which, $53.0 million and $49.8 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2019 and 2018, respectively. Other Income During the third quarter of 2019, as a result of Hurricane Dorian, the Company’s Surf Expo and Imprinted Sportswear Show - During the third quarter of 2017, as a result of Hurricane Irma, the Company’s Surf Expo and ISS Orlando were forced to close two days early. As noted previously, the Company carries cancellation insurance to mitigate losses caused by natural disasters and received a payment of $6.5 million from its insurance carrier to recover the lost revenues of the affected trade shows. As a result, during the year ended December 31, 2017, the Company recorded other income of $6.5 million to recognize the amount that was recovered from the insurance company in the consolidated statements of (loss) income and comprehensive (loss) income. Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments using the effective interest method for the Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Following the June 2019 appointment of the Company’s new chief executive officer, who is considered the CODM, the Company changed the financial reporting structure, in the fourth quarter of 2019, which resulted in a change in reporting segments. The CODM evaluates performance based on the results of six executive brand portfolios, which represent the Company’s six operating segments. Based on an evaluation of economic similarities, four operating segments are aggregated into two reportable segments, the Commerce and the Design and Technology reportable segments. Two operating segments do not meet the quantitative thresholds of a reportable operating segment and did not meet the aggregation criteria set forth in ASC 280, Segment Reporting, as of December 31, 2019 and as such are referred to as “All Other.” Segment Information Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. These costs include all brand advertising, telemarketing, direct mail and other sales promotion expenses associated with the Company’s trade shows, conference events and publications. Advertising and marketing costs totaled $17.0 million, $15.3 million and $12.9 million, for the years ended December 31, 2019, 2018 and 2017, respectively. Stock-Based Compensation The Company uses share-based compensation, including stock options and restricted stock units, to provide long-term performance incentives for its employees and non-employee directors. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of (loss) income and comprehensive (loss) income; however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which are estimated as follows: • Fair Value of Common Stock — Due to the absence of an active market for the Company’s common stock prior to the IPO, the fair value for purposes of determining the underlying stock price for pre-IPO stock option grants was determined utilizing commonly accepted valuation practices. The exercise price was set at least equal to the fair value of Emerald’s common stock on the date of grant. The key assumptions used in the valuations to determine the fair value of Emerald’s pre-IPO common stock included its historical and projected operating and financial performance; observed market multiples for comparable businesses; the uncertainty in the business associated with economic conditions; the fact that equity incentive grants relate to illiquid securities in a private company that had no liquid trading market; and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the company. Each of these assumptions involves highly complex and subjective estimates. Following the IPO, the fair value per share of common stock for purposes of determining share-based compensation is the closing price of the Company’s common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — The expected option term represents the period of time the option is expected to be outstanding. The Company uses the simplified method to estimate the term since the Company does not have sufficient exercise history to calculate the expected term of stock options. • Volatility — The expected volatility is based on considering the Company’s limited publicly traded stock price and historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Risk-Free Rate — The risk-free rate is based on the yields of United States Treasury securities with maturities similar to the expected term of stock option for each stock option grant. • Forfeiture Rate — Estimates of pre-vesting forfeitures, or forfeiture rates, are based on an internal analysis, which primarily considers the award recipients’ position within the Company. • Dividend Yield — Prior to the IPO, the Company had never declared or paid any cash dividends and had no intention to pay cash dividends. Consequently, an expected dividend yield of zero was used with respect to pre-IPO options. In connection with the IPO, the Company adopted a policy of paying quarterly cash dividends on common stock. Post-IPO stock option grants include an expected dividend yield which is commensurate with the annual dividends the Company has been declaring and paying since the IPO. The Company granted Restricted Stock Units (“RSUs”), that contain service and, in certain instances, performance conditions to certain executives and employees, which are equity-classified awards. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. The grant date fair value of stock-based awards is recognized as expense over the requisite service period on the graded-vesting method. Market-based Share Awards In 2019, the Company granted performance-based market condition share awards to two senior executives under the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan. These awards are classified as liability awards, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The Company recognizes expense for performance-based market condition share awards over the derived service period for each tranche. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten year term expires, except that upon a termination of employment other than for cause, or upon a termination for good reason within three months prior to the earlier of the execution of an agreement resulting in a change |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted Accounting Pronouncements | Note 2. In July 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-09, Codification Improvements (“ASU 2018-09”). This standard did not prescribe any new accounting guidance, but instead made changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification (“ASC”). The Company adopted ASU 2018-07 on January 1, 2019 and the adoption did not have an impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), to simplify the accounting for share-based payments made to nonemployees. Under ASU 2018-07, accounting for share-based payments made to nonemployees is substantially the same as the accounting for share-based payments made to employees. Share based awards to nonemployees are measured at fair value on the grant date of the awards, with the need to assess the probability of satisfying performance conditions, if any are present. The Company adopted ASU 2018-07 on January 1, 2019 and the adoption did not have an impact on the Company’s consolidated financial statements. 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 (“ASU 2018-02”). This update permitted entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform from the Tax Cuts and Jobs Act. The Company adopted ASU 2018-02 on January 1, 2019 and the adoption did not have an impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASC 842”), which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. The Company adopted ASC 842 on January 1, 2019 and elected to use the modified retrospective transition method prescribed under ASC 842 to not restate comparative periods in transition and use the effective date of ASC 842 as the date of initial adoption. Additionally, the Company applied the available practical expedient of keeping leases with an initial term of twelve months or less off of the balance sheet. As a result of the adoption of ASC 842, the Company recorded right-of-use lease assets of $19.7 million and right-of-use lease liabilities of $21.1 million including the reclassification of approximately $1.4 million of unamortized lease incentives and deferred rent liabilities into the right-of-use lease asset balance. The adoption of ASC 842 did not have a material impact on the Company’s consolidated statements of (loss) income and comprehensive (loss) income and consolidated statements of cash flows. Additional information and disclosures required by this new standard are contained in Note 8, Leases Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 modifies how an entity accounts for credit losses for most financial assets and certain other instruments and requires entities to estimate expected credit losses for trade receivables. ASU 2016-13 is effective for annual and interim fiscal reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company does not expect the adoption of this accounting standard will have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework which modifies existing and includes new disclosure requirements on fair value measurements. ASU 2018-13 is effective for annual and fiscal years beginning after December 15, 2019. The Company does not expect the adoption of ASU 2018-13 will have a material impact on the Company’s consolidated financial statements. In August 2018, FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The objective of the standard is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software over the term of the hosting arrangement, starting when the module or component of the hosting arrangement is ready for its intended use. The standard will become effective for fiscal periods beginning after December 15, 2019. The Company does not expect the adoption of ASU 2018-15 will have a material impact on the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements or notes thereto. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 3. Revenues Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event. 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 in the period the trade show occurs. Trade show revenues represented approximately 92%, 93% and 93% of total revenues for the years ended December 31, 2019, 2018 and 2017, respectively. Other marketing services revenues primarily consist of advertising sales for digital products and industry publications and are recognized in the period in which the digital products are provided or publications are issued. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show. Current deferred revenues are reported as deferred revenues on the consolidated balance sheets and were $187.3 million and $192.4 million as of December 31, 2019 and 2018, respectively. Long-term deferred revenues as of December 31, 2019 and 2018 were $0.1 million and zero, respectively, and are reported as other noncurrent liabilities on the consolidated balance sheets. Total deferred revenues, including the current and non-current portions, were $187.4 million and $192.4 million, as of December 31, 2019 and 2018, respectively. The following table represents the deferred revenue activity for the years ended December 31, 2019 and 2018, respectively: Year Ended December 31, (in millions) 2019 2018 Balance at beginning of period $ 192.4 $ 194.5 Consideration earned during the period (308.6 ) (324.0 ) Invoiced during the period 302.1 308.1 Additions related to business combinations 1.5 13.8 Balance at end of period $ 187.4 $ 192.4 Performance Obligations Revenue for trade shows are deferred and recognized when performance obligations under the terms of a contract with the Company’s customer are satisfied, which is typically in the period the trade show occurs. Revenue for other marketing services are deferred and recognized when performance obligations under the terms of a contract with the Company’s customer are satisfied. This occurs in the period in which the publications are issued The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of one year or less. The Company’s performance obligations greater than one year are immaterial. Disaggregation of Revenue The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Year Ended December 31, 2019 (in millions) Trade shows $ 177.4 $ 106.9 $ 7.2 $ 291.5 Other events 0.6 12.8 25.8 39.2 Other marketing services 6.7 20.2 3.3 30.2 Total revenues $ 184.7 $ 139.9 $ 36.3 $ 360.9 Year Ended December 31, 2018 Trade shows $ 207.2 $ 102.4 $ 9.3 $ 318.9 Other events 0.9 9.6 24.4 34.9 Other marketing services 7.8 15.8 3.3 26.9 Total revenues $ 215.9 $ 127.8 $ 37.0 $ 380.7 Year Ended December 31, 2017 Trade shows $ 200.7 $ 86.0 $ 10.8 $ 297.5 Other events 7.9 7.5 3.5 18.9 Other marketing services 8.8 12.0 4.5 25.3 Total revenues $ 217.4 $ 105.5 $ 18.8 $ 341.7 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, Revenue from Contracts with Customers. Contract liabilities primarily 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 consolidated balance sheets as deferred revenues. The Company incurs sales commissions costs in connection with sales of booth space, registration and sponsorships at the Company’s trade shows and with sales of advertising for industry publications. The Company’s contracts with customers are short term, as sales generally begin up to one year prior to the date of the trade shows. 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. Sales commissions are reported on the consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expenses. 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 considered to be fulfilled upon the completion of each trade show, publication issuance or as advertising services are provided, as applicable. The Company’s contracts do not include material variable consideration. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 4. The Company acquired certain assets and assumed certain liabilities of one company in 2019 (the “2019 Acquisition”), two companies in 2018 (the “2018 Acquisitions”) and four companies in 2017 (the “2017 Acquisitions”) as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. T he Company recorded goodwill of $12.9 million and $42.8 million in the years ended December 31, 2019 and 2018, respectively. 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, synergies and assembled workforce. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. 2019 Acquisition G3 Communications (“G3”) On November 1, 2019, the Company acquired certain assets and assumed certain liabilities associated with G3 External acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The revenue and net income generated from the acquisition during the 2019 post-acquisition period was $1.3 million and $0.2 million, respectively. The measurement period was closed in the fourth quarter of 2019. The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) November 1, 2019 Prepaid expenses 0.3 Goodwill 12.9 Intangible assets 4.0 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 15.7 2018 Acquisitions Boutique Design New York (“BDNY”) On October 15, 2018, the Company acquired certain assets and assumed certain liabilities associated with BDNY and associated trade shows and related assets from ST Media Group International, Inc. and Hospitality Media Group, LLC, for a total purchase price of $45.1 million, which included a negative working capital adjustment of approximately $8.7 million and deferred payments of $1.8 million. The deferred payments are related to a Joint Venture Interest Redemption Agreement and Marketing Services Agreement between the American Hotel and Lodging Association, New York State Hospitality & Tourism Association, Inc. and Hotel Association of New York City, Inc. As of December 31, 2019, the $0.7 million of the deferred payment is included in accounts payable and other current liabilities and $0.1 million is included in other noncurrent liabilities in the consolidated balance sheet. The acquisition was financed with cash from operations and a draw on the Company’s revolving credit facility. External acquisition costs of $0.7 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The revenue and net income generated from the acquisition during the 2018 post-acquisition period was $12.7 million and $3.1 million, respectively. The measurement period was closed in the fourth quarter of 2018. The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) October 15, 2018 Trade and other receivables $ 1.5 Prepaid expenses 1.9 Goodwill 29.2 Intangible assets 24.6 Deferred revenues (12.1 ) Purchase price, including working capital adjustment $ 45.1 Technology Brands On August 20, 2018, the Company acquired certain assets and assumed certain liabilities associated with a technology event and a group of complementary technology intelligence brands serving the residential, commercial and security integrator markets from EH Publishing, Inc., for a total purchase price of $27.8 million, which included a negative working capital adjustment of approximately $0.5 million. The acquisition of the technology event, Total Tech Summit, and related brands CEPro, Commercial Integrator, Security Sales & Integration, and Campus Safety (collectively, “the Technology Brands”) was financed with cash from operations. External acquisition costs of $0.6 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The revenue and net income generated from the acquisition during the 2018 post-acquisition period was $5.4 million and $0.9 million, respectively. The measurement period was closed in the fourth quarter of 2018. The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) August 20, 2018 Prepaid expenses and other assets $ 1.5 Goodwill 14.2 Intangible assets 14.2 Deferred revenues (1.7 ) Other current liabilities (0.4 ) Purchase price, including working capital adjustment $ 27.8 2017 Acquisitions CPMG The Company acquired Connecting Point Marketing Group on November 29, 2017, 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 a draw from the Company’s revolving credit facility. External acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The revenue generated from this acquisition during the 2017 post-acquisition period was immaterial. The measurement period was closed in the first quarter of 2018. The following table summarizes the fair value of the acquired 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 Snow Show The Company acquired the assets and assumed the liabilities associated with the SnowSports Industries America Snow Show on May 24, 2017, 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 to the Snow Sports Industries mark. As a result of the sponsorship agreement, the Company recorded a $0.4 million deferred payment that will be paid over the next ten years. As of December 31, 2019, the $0.1 million deferred payment is included in other noncurrent liabilities in the consolidated balance sheets. The acquisition was financed with cash from operations. External acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The revenue generated from this acquisition during the 2017 post-acquisition period was immaterial. The measurement period was closed in the fourth quarter of 2017. The following table summarizes the fair value of the acquired 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 InterDrone The Company acquired the assets and assumed the liabilities associated with the International Drone Conference and Exposition on March 10, 2017, for a purchase price of $8.2 million, which included a negative working capital adjustment of approximately $0.2 million and estimated 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 around revenue and earnings. The liability was re-measured to fair value 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 and is included in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The $4.1 million contingent payment was settled in the fourth quarter of 2017. External acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The revenue generated from this acquisition during the 2017 post-acquisition period was $1.7 million. The measurement period was closed in the fourth quarter of 2017. The following table summarizes the fair value of the acquired 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 CEDIA The Company acquired the assets and assumed the liabilities associated with CEDIA Expo on January 25, 2017, 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. External acquisition costs of $0.2 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The revenue generated from this acquisition during the 2017 post-acquisition period was $7.0 million. The measurement period was closed in the fourth quarter of 2017. The following table summarizes the fair value of the acquired 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 Supplemental Pro-Forma Financial Information Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2019 and 2018 acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, 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. The supplemental unaudited pro-forma financial information is presented for comparative purposes. The supplemental unaudited pro-forma financial information 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 companies. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events. Year ended December 31, 2019 2018 (in millions) (Unaudited) Pro-forma revenues $ 369.9 $ 400.9 Pro-forma net loss $ (48.8 ) $ (26.3 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment, net, consisted of the following: December 31, (in millions) 2019 2018 Furniture, equipment and other $ 5.8 $ 5.5 Leasehold improvements 3.0 2.3 $ 8.8 $ 7.8 Less: Accumulated depreciation (4.6 ) (4.1 ) Property and equipment, net $ 4.2 $ 3.7 Depreciation expense related to property and equipment for the years ended December 31, 2019, 2018 and 2017 was $1.1 million, $1.0 million and $0.9 million, respectively. Losses on disposals were not material for the years ended December 31, 2019, 2018 and 2017. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Goodwill and Intangible Assets Goodwill The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2017 $ — $ — $ — $ 993.7 Acquired goodwill — — — 43.4 Adjustments — — — (0.6 ) Balance at December 31, 2018 $ — $ — $ — $ 1,036.5 Allocation of goodwill to segments 640.3 361.3 34.9 1,036.5 Acquired goodwill — — 12.9 12.9 Impairments (41.9 ) (24.0 ) (3.2 ) (69.1 ) Balance at December 31, 2019 $ 598.4 $ 337.3 $ 44.6 $ 980.3 Impairment of Goodwill The Company recorded goodwill impairments during the year ended December 31, 2019, of $69.1 million, which is presented in the accompanying consolidated statements of (loss) income and comprehensive (loss) income as goodwill impairments. During the third quarter of 2019, the Company revised its forecast for future performance and issued revised guidance to the investment community causing an extended decline in the Company’s stock price resulting in the market capitalization of the Company falling below the carrying value of its single reporting unit. Accordingly, the Company performed a quantitative assessment of the Company’s fair value of goodwill as of August 31, 2019 using income and market approaches with assumptions that are considered level 3 inputs and concluded that the Company’s carrying value of goodwill exceeded the Company’s fair value, resulting in a goodwill impairment of $9.3 million during the third quarter of 2019. The goodwill impairment is reported in goodwill impairments on the consolidated statements of (loss) income and comprehensive (loss) income. During the fourth quarter of 2019, the Company had a change in operating segments which resulted in a change in reporting units. The Company reassigned goodwill to the updated reporting units using a relative fair value approach. The Company performed a quantitative assessment of the Company’s fair value of goodwill as of October 31, 2019 using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of several reporting units exceeded their respective fair values, resulting in a goodwill impairment of $59.8 million. The The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2019, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2019, the fair values of the reporting units exceeded their carrying value between zero and 18.3%. Of the $980.3 million of goodwill, the carrying value equals the fair value for $571.9 million as of December 31, 2019. The carrying value of goodwill for reporting units with less than 5% headroom is $896.2 million as of December 31, 2019. The total accumulated goodwill impairment charges are $69.1 million through December 31, 2019. Intangible Assets Intangible assets consist of the following: (in millions) December 31, 2018 Additions Disposals Impairments Transfers December 31, 2019 Indefinite-lived intangible assets Trade names $ 117.6 $ — $ — $ (4.9 ) $ — $ 112.7 Amortizable intangibles Customer relationships 399.2 2.5 — (11.3 ) — 390.4 Trade names 106.6 2.5 — (3.5 ) — 105.6 Computer software 9.9 0.1 — — 0.6 10.6 633.3 5.1 — (19.7 ) 0.6 619.3 Accumulated amortization Customer relationships (190.9 ) (43.6 ) — 2.6 — (231.9 ) Trade names (1.0 ) (6.0 ) — 0.1 — (6.9 ) Computer software (6.6 ) (1.4 ) — — — (8.0 ) (198.5 ) (51.0 ) — 2.7 — (246.8 ) Capitalized software in progress 0.5 1.4 — — (0.6 ) 1.3 Total intangible assets, net $ 435.3 $ (44.5 ) $ — $ (17.0 ) $ — $ 373.8 (in millions) December 31, 2017 Additions Disposals Impairments Transfers December 31, 2018 Indefinite-lived intangible assets Trade names $ 298.5 $ 6.8 $ — $ (90.6 ) $ (97.1 ) $ 117.6 Amortizable intangibles Customer relationships 408.8 22.5 — (32.1 ) — 399.2 Trade names — 9.5 — — 97.1 106.6 Computer software 8.4 1.0 — — 0.5 9.9 715.7 39.8 — (122.7 ) 0.5 633.3 Accumulated amortization Customer relationships (165.7 ) (43.6 ) — 18.4 — (190.9 ) Trade names — (1.0 ) — — — (1.0 ) Computer software (5.4 ) (1.2 ) — — — (6.6 ) (171.1 ) (45.8 ) — 18.4 — (198.5 ) Capitalized software in progress 0.4 0.6 — — (0.5 ) 0.5 Total intangible assets, net $ 545.0 $ (5.4 ) $ — $ (104.3 ) $ — $ 435.3 Amortization expense for the years ended December 31, 2019, 2018 and 2017 was $51.0 million, $45.8 million and $42.3 million, respectively. Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2020 $ 49.7 2021 48.0 2022 45.8 2023 32.2 2024 11.8 Thereafter 72.4 $ 259.9 The Company recorded impairments during the year ended December 31, 2019 of $8.3 million for trade names and $8.7 million for customer relationships, which is presented in the accompanying consolidated statements of (loss) income and comprehensive (loss) income as intangible asset impairments. The Company recorded impairments during the year ended December 31, 2018, of $90.6 million for trade names and $13.7 million for customer relationships, which is presented in the accompanying consolidated statements of (loss) income and comprehensive (loss) income as intangible asset impairment. No impairments of indefinite-lived or definite-lived intangible assets were recorded during the year ending December 31, 2017. Impairment of Indefinite-Lived Intangible Assets During the third quarter of 2019, the Company revised its forecast for the future performance of several trade show brands as the Company’s revenue expectations and pacing reflected a decline compared to the 2019 forecast due to the underperformance of these brands and an expected decrease in EBITDA driven by planned investments in technology and the execution of events. Management determined this to be a triggering event and an indicator it was more likely than not that the carrying amount of certain of its indefinite-lived intangible asset groups exceeded their fair value. The Company performed a quantitative analysis using the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded that certain of its indefinite-lived trade names had a fair value below the carrying value. As a result, the Company recognized an impairment of $4.9 million during the year ended December 31, 2019. The decline in fair value in certain indefinite-lived intangible assets groups compared to the carrying value is the result of changes in forecasted revenues and expenses. The impairment charge is reported in intangible asset impairments on the consolidated statements of (loss) income and comprehensive (loss) income. The indefinite-lived intangible assets impaired during 2019 had a remaining fair value of $10.0 million as of December 31, 2019. The Company performed a quantitative analysis for its annual impairment test for indefinite-lived intangible assets on October 31, 2019. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded each of the indefinite-lived trade name asset groups had fair values in excess of carrying values as of October 31, 2019. Indefinite-lived intangible asset impairments in the Commerce reportable segment and Design and Technology reportable segment were $0.7 million and $3.6 million, respectively, during the year ended December 31, 2019. During the fourth quarter of 2018, the Company identified triggering events associated with the performance of several trade show brands that led management to determine that it was not more likely than not that the carrying amount of certain of its indefinite-lived intangible asset groups would be recovered. As a result of the qualitative analysis performed, the Company deemed it necessary to perform the quantitative analysis for certain asset groups. The Company performed the quantitative analysis and concluded that certain of its asset groups had a fair value below the carrying value. Accordingly, the Company recorded an impairment of $90.6 million for the year ended December 31, 2018 related to certain trade names. The decline in fair value compared to the carrying value of the asset groups is the result of changes in forecasted revenues and expenses and adjustments to the valuation assumptions around future royalty and discount rates. No impairment was identified as a result of the Company’s annual assessment of the Company’s indefinite-lived intangible assets for the year ended December 31, 2017. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets During the third quarter of 2019, the Company became aware of changes in circumstances, including its revised forecast for the future performance of several trade show brands as the Company’s revenue expectations and pacing reflected a decline compared to the 2019 forecast due to the underperformance of these brands and an expected decrease in EBITDA driven by planned investments in technology and the execution of events, which indicated the carrying value of certain trade names and customer relationships may not be recoverable. The Company evaluated the recoverability of the related intangible assets to be held and used by using level 3 inputs and comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. The recoverability test indicated that certain of the customer relationship intangible assets and definite-lived trade names were impaired which resulted in an impairment charge. As a result, the Company recognized an impairment charge based on a measurement of fair value of those assets using an income approach of $12.1 million during the year ended December 31, 2019. The long-lived assets impaired during 2019 had a remaining fair value of $2.2 million as of December 31, 2019. The long-lived asset impairment charge is reported in intangible asset impairment charges on the consolidated statements of (loss) income and comprehensive (loss) income. Long-lived asset impairments in the Commerce reportable segment and Design and Technology reportable segment were zero and $4.3 million, respectively, during the year ended December 31, 2019. In connection with the impairment of certain of the Company’s trade name intangible assets as of October 31, 2018, the Company performed a recoverability test on the related asset groups containing definite-lived intangible assets. The recoverability test indicated that certain customer relationship assets were impaired, which resulted in an impairment of $13.7 million during the year ended December 31, 2018. There were no long-lived asset impairments for the year ended December 31, 2017. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Debt is comprised of the following indebtedness to various lenders: (in millions) December 31, 2019 December 31, 2018 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.55% and 5.27% at December 31, 2019 and 2018, respectively) due 2024, net (a) $ 525.4 $ 529.9 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 519.7 $ 524.2 ( a ) Amended and Restated Term Loan Facility as of December 31, 2019 is recorded net of unamortized discount of $2.5 million and net of unamortized deferred financing fees of $3.0 million. Amended and Restated Term Loan Facility as of December 31, 2018 is recorded net of unamortized discount of $3.0 million and net of unamortized deferred financing fees of $3.6 million. Amended and Restated Senior Secured Credit Facilities On May 8, 2017, using the net proceeds from the initial public offering, the Company prepaid $159.2 million of borrowings outstanding under secured term loan facility (the “Term Loan Facility”). On May 22, 2017, EEH amended and restated the Senior Secured Credit Facilities (the “Amended and Restated Senior Secured Credit Facilities”), which consist of (i) a seven-year $565.0 million senior secured term loan facility (the “Amended and Restated Term Loan Facility”), scheduled to mature on May 22, 2024 and (ii) a $150.0 million senior secured revolving credit facility (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”), scheduled to mature on May 23, 2022. On November 27, 2017, entered into the Refinancing Agreement and First Amendment to the Amended and Restated Senior Secured Credit Facilities to reduce the interest rate applicable to term loans under the Amended and Restated Term Loan Facility, by 25 basis points, and on November 29, 2017, EEH entered into the Repricing Agreement and Second Amendment to the Amended and Restated Credit Agreement to reduce the interest rate applicable to revolving loans under the Amended and Restated Revolving Credit Agreement by 25 basis points. The Amended and Restated Term Loan Facility proceeds of $563.6 million (net of a $1.4 million original issuance discount) were used to repay the outstanding principal and interest under the Term Loan Facility, pay third party fees of $6.4 million and pay $0.8 million in financing fees related to the increase in commitments under the Amended and Restated Revolving Credit Facility. An additional $1.5 million in third party fees were paid with cash from operations. Of the $6.4 million in third party fees, $3.8 million were recognized as interest expense. The remaining $2.6 million, together with the $1.5 million in third party fees that were paid with cash from operations, were recorded as deferred financing fees. The $1.4 million original issuance discount and the $2.6 million in deferred financing fees are being amortized over the life of the Amended and Restated Term Loan Facility using the effective interest method. The $0.8 million in deferred financing fees related to the Amended and Restated Revolving Credit Facility are being amortized over the life of the facility using the straight-line method. In connection with the November 2017 repricings, third party fees of $0.7 million, were recognized as interest expense. The Amended and Restated Senior Secured Credit Facilities allow for EEH to choose from the following two interest rate options: - Alternate Base Rate (“ABR”) loans bear interest at a rate equal to a spread, or applicable margin, above the greatest of (i) the administrative agent’s prime rate, (ii) the Federal Funds Rate plus 50 basis points, and (iii) the one month London Interbank Offered Rate (“LIBOR”) plus 1.00%. or - LIBOR loans bear interest at a rate equal to a spread, or applicable margin, over the LIBOR rate. From May 22, 2017 through the Effective Date, the spread, or applicable margin, was 2.00% for ABR loans and 3.00% for LIBOR loans. After the Effective Date, the spread, or applicable margin, was 1.75% for ABR loans and 2.75% for LIBOR loans. Beginning in the first quarter of 2018, (i) the applicable margin steps down by 0.25% if EEH’s Total First Lien Net Leverage Ratio (as defined in the Amended and Restated Senior Secured Credit Facilities) is lower than 2.75 to 1.00 and (ii) the applicable margin under the Amended and Restated Revolving Credit Facility (but not the Amended and Restated Term Loan Facility) steps down by an additional 0.25% if EEH’s Total First Lien Net Leverage Ratio is less than 2.50 to 1.00. EEH is required to pay a quarterly commitment fee in respect of the unutilized commitments under the Amended and Restated Revolving Credit Facility in an amount equal to 0.50% per annum, calculated on the unused portion of the facility, which may be reduced to 0.375% upon achievement of a Total First Lien Ratio of 3.50 to 1.50. Upon the issuance of letters of credit under the Amended and Restated Revolving Credit Facility, EEH is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to LIBOR) for the Amended and Restated Revolving Credit Facility. EEH had $10.0 million and $40.0 million in borrowings under its Amended and Restated Revolving Credit Facility as of December 31, 2019 and 2018, respectively. EEH had $1.0 million and $0.9 million in stand-by letters of credit issuances under its Amended and Restated Revolving Credit Facility and its Revolving Credit Facility as of December 31, 2019 and December 31, 2018, respectively. Payments and Commitment Reductions The Amended and Restated Term Loan Facility requires repayment in equal quarterly installments of 0.25% of the $565.0 million (the principal amount outstanding on May 22, 2017), with the balance due at maturity. Installment payments on the Amended and Restated Term Loan Facility are due on the last business day of each quarter, commencing on September 29, 2017. Subject to the certain customary exceptions and limitations, EEH is required to prepay amounts outstanding under the Amended and Restated Term Loan Facility under specified circumstances, including 50.0% of Excess Cash Flow (“ECF”), subject to step-downs to 25% and 0% of excess cash flow at certain leverage based thresholds, and with 100% of the net cash proceeds of asset sales and casualty events in excess of certain thresholds (subject to certain reinvestment rights). EEH made voluntary repayments of zero, $20.0 million and zero on the Amended and Restated Term Loan Facility during the years ended December 31, 2019, 2018 and 2017, respectively. These payments exceed and therefore preclude any required ECF payment as allowed within the Amended and Restated Term Loan Facility. EEH may prepay the loans in whole or part without premium or penalty. Guarantees; Collateral; Covenants; Events of Default All obligations under the Amended and Restated Senior Secured Facility are guaranteed by EEH’s direct parent company and, subject to certain exceptions, by all of EEH’s direct and indirect wholly owned domestic subsidiaries. As of December 31, 2019, all of EEH’s subsidiaries and EEH’s direct parent have provided guarantees. Subject to certain limitations, the obligations under the Amended and Restated Senior Secured Credit Facilities are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by EEH or by any guarantor. The Amended and Restated Senior Secured Credit Facilities contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on repayments of subordinated indebtedness; limitations on transactions with affiliates; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business. In addition, 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 secured leverage ratio test. 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 December 31, 2019, this financial covenant has not been triggered and EEH was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities through December 31, 2019. During the year ended December 31, 2019, EEH borrowed $16.0 million and repaid $46.0 million on the Amended and Restated Revolving Credit Facility. During the year ended December 31, 2018, EEH made borrowings of $50.0 million and repayments of $10.0 million on the Amended and Restated Revolving Credit Facility. During the year ended December 31, 2017, EEH made borrowings of $43.0 million and repayments of $43.0 million on the Revolving Credit Facility. Interest Expense Interest expense reported in the consolidated statements of (loss) income and comprehensive (loss) income consist of the following: Year ended December 31, (in millions) 2019 2018 2017 Senior secured term loan $ 27.2 $ 26.5 $ 32.6 Non-cash interest for amortization of debt discount and debt issuance costs 1.4 1.7 4.6 Realized and unrealized gain on interest rate swap and floor, net — (0.3 ) — Revolving credit facility interest and commitment fees 1.7 1.2 1.1 $ 30.3 $ 29.1 $ 38.3 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 had an effective date of December 31, 2015 and were settled on the last business day of each month of March, June, September and December, beginning March 31, 2016 through the interest rate swap and floor contracts on December 31, 2018. The Company did not enter into a new forward interest rate swap and floor contracts subsequent to the December 31, 2018 expiration. The Company realized losses of zero, $0.5 million and $1.4 million during the years ended December 31, 2019, 2018 and 2017, respectively, representing the differential between the three-month LIBOR rate and the 2.705% interest rate swap and floor, on the principal amount of $100.0 million. The Company marked-to-market its interest rate contracts quarterly with the unrealized and realized gains and losses included in interest expense in the consolidated statements of (loss) income and comprehensive (loss) income. For the years ended December 31, 2019, 2018 and 2017, the Company recorded an unrealized gain of zero, $0.8 million and $1.4 million, respectively. Due to the expiration of the interest rate swap and floor contracts, there is no liability recorded as of December 31, 2019 and 2018. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 8. The Company determines if an arrangement is or contains a lease at contract inception. The Company's leases consist of operating leases for office space and certain equipment. The Company does not have any financing leases. For arrangements where the Company is the lessee, a right-of-use lease asset, representing the underlying asset during the lease term, and a right-of-use lease liability, representing the payment obligation arising from the lease, are recognized on the balance sheet at lease commencement based on the present value of the payment obligation. Right-of-use lease assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company's leases have a remaining contractual term of 6 months to 8 years, some of which include options to extend the lease term for up to five years and options to terminate. The options to extend certain lease terms or terminate certain leases are at the sole discretion of the Company. As the Company is not reasonably certain that it will exercise these options, none of the options to modify the lease terms are included in the Company’s right-of-use lease assets and right-of-use lease liabilities as of December 31, 2019. The Company’s weighted-average remaining lease term was 6.1 years as of December 31, 2019. Short-term operating leases with a contractual term of 12 months or less are not recorded on the balance sheet, but instead are expensed as incurred and included as selling, general and administrative expense on the consolidated statements of (loss) income and comprehensive (loss) income and are considered rent expense. Short-term operating lease costs were not material for the year ended December 31, 2019. Leases with a duration of less than one month are not included in rent expense. Rent expense is recognized on a straight-line basis over the related lease term. Rent expense was $4.4 million, $4.0 million and $4.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company reported $1.2 million, $1.1 million and $1.1 million in rent expense on the consolidated statements of (loss) income and comprehensive (loss) income as cost of revenues and $3.2 million, $2.9 million and $3.2 million in rent expense on the consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expense for the years ended December 31, 2019, 2018 and 2017, respectively. Certain of the Company's lease agreements include variable lease payments. Variable lease costs were $0.2 million for the year ended December 31, 2019. Maturities of right-of-use lease liabilities for the remaining five years and thereafter as of December 31, 2019 were as follows: (in millions) December 31, 2019 2020 $ 4.2 2021 3.8 2022 3.2 2023 3.2 2024 2.9 Thereafter 5.3 Minimum lease payments $ 22.6 Less: Imputed interest (2.8 ) Present value of minimum lease payments $ 19.8 As of December 31, 2018, future minimum lease payments under operating leases by period were as follows: (in millions) December 31, 2018 2019 $ 3.9 2020 4.0 2021 3.4 2022 3.0 2023 3.0 Thereafter 7.9 Total $ 25.2 Supplemental cash flow and other information related to leases was as follows: December 31, (in millions) 2019 Cash paid for amounts included in the measurement of right-of-use lease liabilities: Cash paid reported as operating activities on the consolidated statements of cash flows $ 4.0 Right-of-use lease assets obtained in exchange for new right-of-use lease liabilities $ 1.9 The discount rate implicit within the Company’s leases is generally not determinable; therefore, the Company determined the discount rate based on its incremental collateralized borrowing rate using the portfolio approach. The Company’s weighted-average discount rate used to measure right-of-use lease liabilities was 5.16% as of December 31, 2019. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9. Fair Value Measurements As of December 31, 2019 and 2018, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the tables below: December 31, 2019 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 9.6 $ 9.6 $ — $ — Total assets at fair value $ 9.6 $ 9.6 $ — $ — Liabilities Market-based share awards liability (a) $ 0.6 $ — $ — $ 0.6 Contingent consideration (a) 4.3 — — 4.3 Total liabilities at fair value $ 4.9 $ — $ — $ 4.9 December 31, 2018 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 20.5 $ 20.5 $ — $ — Total assets at fair value $ 20.5 $ 20.5 $ — $ — (a) Included within other noncurrent liabilities in the consolidated balance sheet. The contingent consideration liability of $4.3 million as of December 31,2019 is expected to be settled in 2022. The unobservable inputs used in calculating contingent consideration include probability weighted estimates regarding a multiple of the estimated EBITDA for the 2019 Acquisition. The liability is re-measured to fair value each reporting period using the Company’s most recent internal operational budget. The determination of the fair value of the contingent consideration liabilities could change in future periods based upon the Company’s ongoing evaluation of the estimated EBITDA expected payment. Any such changes in fair value will be recorded in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. There were no remeasurement adjustments or payments of earn out liabilities during 2019. As of December 31, 2018, the Company had no liabilities measured at fair value on a recurring basis. The contingent consideration liability of $1.6 million of December 31, 2017, was settled during 2018. These liabilities were re-measured to fair value were re-measured to fair value each reporting period using the Company’s most recent internal operational budgets. During the Company’s internal reviews in 2018, the Company recorded a $0.5 million increase in fair value which is included in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The unobservable inputs used in calculating contingent consideration include probability weighted estimates regarding the likelihood of achieving revenue and EBITDA targets for the respective show acquired. The liability is re-measured to fair value each reporting period using the Company’s most recent internal operational budget. The determination of the fair value of the contingent consideration liabilities could change in future periods based upon the Company’s ongoing evaluation of the changes in the probability of achieving the revenue or EBITDA targets. Any such changes in fair value will be recorded in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. |
Related-Party and Former Parent
Related-Party and Former Parent Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party and Former Parent Transactions | Note 10. Related-Party and Former Parent Transactions Investment funds affiliated with Onex Corporation (“Onex”) owned approximately 66.0% of the Company’s outstanding common stock at December 31, 2019. The Company entered into a Services Agreement (the “Services Agreement”), dated June 17, 2013, with Onex. Under the Services Agreement, Onex provided expertise and advisory services, including, financial and structural analysis, due diligence investigations, and other advice and negotiation assistance. The fee for these services was payable quarterly. In conjunction with the Company’s initial public offering, the Service Agreement was terminated. The Onex Partners service expense was zero, zero and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively, and is included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. |
Shareholders' Equity and Stock-
Shareholders' Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity and Stock-Based Compensation | Note 11. Shareholder’s Equity and Stock-Based Compensation Common Stock Issuances On May 3, 2017, the Company completed the initial public offering of its common stock and the Company’s stock began trading on the New York Stock Exchange under the symbol “EEX”. The Company sold a total of 10,333,333 shares of common stock. Dividends The following is a summary of the dividends paid for the years ending December 31, 2019, 2018 and 2017: 2019 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on February 5, 2019 April 30, 2019 July 30, 2019 October 31, 2019 Shareholders of record on February 19, 2019 May 14, 2019 August 13, 2019 November 14, 2019 Dividend paid on March 5, 2019 May 28, 2019 August 27, 2019 November 27, 2019 Dividend per share $ 0.0725 $ 0.0750 $ 0.0750 $ 0.0750 Cash dividend paid $ 5.2 $ 5.4 $ 5.4 $ 5.3 2018 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on January 26, 2018 May 1, 2018 July 31, 2018 October 26, 2018 Shareholders of record on February 9, 2018 May 15, 2018 August 14, 2018 November 14, 2018 Dividend paid on February 23, 2018 May 29, 2018 August 28, 2018 November 26, 2018 Dividend per share $ 0.0700 $ 0.0725 $ 0.0725 $ 0.0725 Cash dividend paid $ 5.1 $ 5.3 $ 5.3 $ 5.3 2017 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on — May 24, 2017 August 1, 2017 October 27, 2017 Shareholders of record on — June 7, 2017 August 17, 2017 November 16, 2017 Dividend paid on — June 21, 2017 August 31, 2017 November 30, 2017 Dividend per share $ — $ 0.0700 $ 0.0700 $ 0.0700 Cash dividend paid $ — $ 5.1 $ 5.1 $ 5.1 Share Repurchases July 2019 Share Repurchase Program In July 2019, the Company’s Board authorized and approved a $30.0 million share repurchase program. Under the terms of the July 2019 Share Repurchase Program, the Company has the ability to repurchase shares through open market purchases (either with or without a 10b5-1 plan), block transactions, privately negotiated purchases or otherwise, through July 31, 2020, subject to early termination or extension by the Board. The July 2019 Share Repurchase Program does not obligate the Company to purchase any specific number of shares. The Company settled the repurchase of 810,120 shares for $7.7 million during the year ended December 31, 2019 under this repurchase program. There was $22.2 million remaining available for share repurchases under the July 2019 Share Repurchase Program as of December 31, 2019. November 2018 Share Repurchase Program On November 20, 2018, the Company’s Board of Directors (the “Board”) authorized a $20.0 share repurchase program. Under the terms of the November 2018 Share Repurchase Program, the Company has the ability to repurchase shares through open market purchases (either with or without a 10b5-1 plan), block transactions, privately negotiated purchases or otherwise, through December 31, 2019. The November 2018 Share Repurchase Program did not require the Company to acquire any specific number of shares. Pursuant to the November 2018 Share Repurchase Program, the Company settled the repurchase of 43,437 shares for $0.6 million during the year ended December 31, 2019 and 1,627,248 shares for $19.4 million during the year ended December 31, 2018. There were no remaining amounts available for share repurchases as of December 31, 2019 pursuant to the Company’s November 2018 Share Repurchase Program. Employee Benefit Plans 2013 Stock Option Plan (“the 2013 Plan”) and 2017 Omnibus Equity Plan (“the 2017 Plan”) Effective June 17, 2013 the Company’s Board of Directors approved the adoption of the Expo Event Holdco, Inc. 2013 Stock Option Plan and reserved 4,963,875 shares for awards to be issued under the 2013 Plan. The 2013 Plan was amended The 2013 Plan was amended several times in 2013 and 2014 to increase shares reserved for future issuance to 29,868,625 shares. 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. A total of 1,124,656 shares were available for future grant under the 2017 Plan as of December 31, 2019. The Board of Directors determines eligibility, vesting schedules and exercise prices for award grants. Option grants have a contractual term of 10 years from the date of grant. Under the 2017 Plan, the options have been granted with the exercise price being equal to the fair market value of the Company’s common stock at the date of grant. Vesting of all option grants begins at the first anniversary of the date of grant. Options granted under the 2013 Plan vest 20% per year over five years. Options granted under the 2017 Plan vest pro rata over a term of either three or four years. Emerald Expositions Events, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) In January 2019, the Company’s Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP. ESPP expense recognized by the Company was not material for the year ended December 31, 2019 and was zero for the years ended December 31, 2018, and 2017. The Company’s initial ESPP offering period began in February 2019 and ended in August 2019. The Company issued 8,426 shares to employees in August 2019 at the end of the initial ESPP offering period. The Company’s second ESPP offering period began in August 2019 and will end in February 2020. Stock Options The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2019 Range Weighted-Average Expected volatility 21.7% to 23.2% Dividend yield 2.2% to 2.3% Risk-free interest rate 1.9% to 2.5% Expected term (in years) 6.5 to 7.0 Weighted-average fair value at grant date $ 2.36 Year Ended December 31, 2018 Range Weighted-Average Expected volatility 23.6% to 25.1% Dividend yield 1.3% to 1.7% Risk-free interest rate 2.5% to 3.0% Expected term (in years) 5.5 to 7.0 Weighted-average fair value at grant date $ 4.76 Year Ended December 31, 2017 Range Weighted-Average Expected volatility 24.1% to 26.0% Dividend yield 1.3% Risk-free interest rate 1.9% to 2.0% Expected term (in years) 5.3 to 7.0 Weighted-average fair value at grant date $ 5.53 Stock option activity for the years ended December 31, 2019 and 2018 was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (thousands) (years) (millions) Outstanding at December 31, 2017 6,553 $ 10.82 5.9 $ 62.5 Granted 1,873 19.34 Exercised (601 ) 10.80 Forfeited (740 ) 15.13 Outstanding at December 31, 2018 7,085 $ 12.62 5.0 $ 13.0 Granted 987 12.29 Exercised (528 ) 8.00 Forfeited (393 ) 15.83 Outstanding at December 31, 2019 7,151 $ 12.74 4.4 $ 5.8 Exercisable at December 31, 2019 5,196 $ 11.55 2.7 $ 5.8 Information regarding fully vested and expected to vest stock options as of December 31, 2019 was as follows: Exercise Price Number of Options (share data in thousands) Weighted Average Remaining Contractual Life $ 8.00 2,249 2.10 $ 10.40 200 3.91 $ 11.41 169 9.43 $ 12.00 1,362 2.15 $ 12.47 707 9.21 $ 13.03 8 6.12 $ 14.13 42 8.83 $ 16.00 991 2.61 $ 16.50 728 8.55 $ 22.08 650 7.72 $ 22.66 45 7.73 7,151 The aggregate intrinsic value is the amount by which the fair value of the common stock exceeded the exercise price of the options at December 31, 2019, for those options for which the market price was in excess of the exercise price. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. The Company recorded stock-based compensation expense for stock option grants for the years ended December 31, 2019, 2018 and 2017 of $3.4 million, $3.2 million and $1.7 million, respectively, which is included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The related deferred tax benefit for stock-based compensation recognized was $1.7 million, $0.5 million and $0.6 million for the years ended December 31, 2019, 2018, and 2017, respectively. There were 5,196,341 stock options vested and exercisable at December 31, 2019. The total fair value of shares vested during the years ended December 31, 2019, 2018 and 2017 based on weighted average grant date fair value was $2.7 million, $3.6 million, and $3.7 million, respectively. There was a total of $3.6 million unrecognized stock-based compensation expense at December 31, 2019 related to unvested stock options expected to be recognized over a weighted-average period of 0.9 years. Restricted Stock Units The Company grants RSUs that contain service and, in certain instances, performance conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. Stock-based compensation expense related to RSUs recognized in the years ended December 31, 2019, 2018 and 2017 was $3.7 million, $2.9 million and $0.7 million, respectively. RSU activity for the years ended December 31, 2019 and 2018 was as follows: Number of RSUs (share data in thousands) Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2017 103 $ 22.03 Granted 357 20.77 Forfeited (37 ) 22.22 Vested (20 ) 21.76 Unvested balance, December 31, 2018 403 $ 20.91 Granted 508 12.30 Forfeited (128 ) 17.43 Vested (115 ) 21.05 Unvested balance, December 31, 2019 668 $ 15.00 There was a total of $4.9 million unrecognized stock-based compensation expense at December 31, 2019 related to unvested RSUs expected to be recognized over a weighted-average period of 2.6 years. Market-based Share Awards In June 2019, the Company granted performance-based market condition share awards to two senior executives under the 2017 Plan, which entitles these employees to the right to receive shares of common stock equal to a maximum cash value of $16.9 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. In December 2019, the performance-based market condition share awards for one senior executive was increased, which increased the maximum cash value of the performance-based market condition share awards to $18.9 million, in the aggregate. Stock-based compensation expense related to performance-based market condition share awards recognized in the years ended December 31, 2019, 2018 and 2017 was $0.6 million, zero and zero, respectively. , the Company expects to issue new shares of common stock to settle the vested awards. The total number of shares that will be awarded upon vesting will depend on the closing price per share on the trading day on which the relevant vesting condition is satisfied. These performance-based market condition share awards have a contractual term of ten years. The performance-based market condition awards are classified as liability awards, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. As of December 31, 2019, the liability for these awards was $0.6 million and is reported on the consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The grant date fair value of the awards was $4.8 million. The fair value of the awards as of December 31, 2019 was $4.0 million. The Company recognizes expense for performance-based market condition share awards over the derived service period for each tranche. The weighted average remaining service period is 3.2 years. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten year term expires, except that upon a termination of employment other than for cause, or upon a termination for good reason within three months prior to the earlier of the execution of an agreement resulting in a change in control or the date of a change in control, any unvested shares subject to the performance-based market condition share award shall remain eligible to vest in accordance with the performance-based market condition share award agreement’s vesting conditions, including in the event of a change in control. The Company recognized stock-based compensation expense relating to performance-based market condition share awards of $0.6 million, zero and zero for the years ended December 31, 2019, 2018 and 2017, respectively. The assumptions used in determining the fair value for the performance-based market condition share awards granted during the year and remeasured at December 31, 2019 were as follows: Grant Date December 31, 2019 Expected volatility 33.60% 35.00% Dividend yield 2.63% 2.84% Risk-free interest rate 2.06% 1.90% The weighted-average expected term of the Company’s performance-based market condition share awards was 3.7 years at grant date, which represents the weighted-average of the derived service periods for the share awards. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12. Earnings Per Share Basic (loss) earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted (loss) earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding 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. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For the years ended December 31, 2019, 2018 and 2017 unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met. The details of the computation of basic and diluted (loss) earnings per common share are as follows: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2019 2018 2017 Net (loss) income $ (50.0 ) $ (25.1 ) $ 81.8 Weighted average common shares outstanding 71,719 72,887 68,912 Basic (loss) earnings per share $ (0.70 ) $ (0.34 ) $ 1.19 Net (loss) income $ (50.0 ) $ (25.1 ) $ 81.8 Diluted effect of stock options — — 3,204 Diluted weighted average common shares outstanding 71,719 72,887 72,116 Diluted (loss) earnings per share $ (0.70 ) $ (0.34 ) $ 1.13 Anti-dilutive shares excluded from diluted earnings per share calculation 4,996 1,609 63 |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plans | Note 13. Defined Contribution Plans The Company has a 401(k) savings plan, the Emerald Expositions, LLC 401(k) Savings Plan (the “Emerald Plan”), that was formed on January 1, 2014. The Company matches 50% of up to 6% of an eligible plan participant’s compensation for the contribution period. For each of the years ended December 31, 2019, 2018 and 2017, the Company recorded compensation expense of $1.1 million, $1.0 million and $0.9 million, respectively, for the employer matching contribution. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law, making significant changes to taxation of U.S. business entities. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, provided for accelerated deductions for capital asset additions, imposed limitations on certain tax deductions (e.g., meals & entertainment, executive compensation, interest, etc.), eliminated the corporate alternative minimum tax, and included numerous other provisions. In connection with the Tax Act, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), to provide guidance to companies that had not completed their accounting for the income tax effects of the Tax Act. Under SAB 118, companies were permitted to record provisional amounts to the extent reasonable estimates could be made. Additionally, upon obtaining, preparing, or analyzing additional information (including computations), companies were permitted to record additional tax effects and adjustments to previously recorded provisional amounts within one year from the enactment date of the Tax Act. As of December 31, 2017, the Company had recorded a provisional income tax benefit of $52.1 million, which was primarily associated with the remeasurement of certain deferred tax liabilities in the U.S. from 35% to 21%. As of December 31, 2018, the Company completed its accounting for the income tax effects of the Tax Act and recorded an adjustment of $0.2 million, representing an additional income tax benefit, which is included as a component of the overall benefit from income taxes as reported in the consolidated statements of (loss) income and comprehensive (loss) income and represented a 0.7% increase to the Company’s effective tax rate during 2018. The Company’s current and deferred income tax benefits were as follows: December 31, (in millions) 2019 2018 2017 Current Federal $ 7.8 $ 11.5 $ 0.6 State and local 2.6 5.0 4.3 10.4 16.5 4.9 Deferred Federal (11.1 ) (19.1 ) (38.9 ) State and local (4.3 ) (5.7 ) (1.0 ) (15.4 ) (24.8 ) (39.9 ) Total benefit from income taxes $ (5.0 ) $ (8.3 ) $ (35.0 ) The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision are set forth below: December 31, (in millions) 2019 2018 2017 Income (loss) before income taxes $ (55.0 ) $ (33.4 ) $ 46.8 U.S. statutory tax rate 21.0 % 21.0 % 35.0 % Taxes at the U.S. statutory rate (11.5 ) (7.0 ) 16.4 Tax effected differences State and local taxes, net of federal benefit (0.8 ) (1.7 ) 1.9 Excess tax deductions on share-based payments 0.3 (0.9 ) (1.0 ) Return to provision adjustments (0.1 ) (1.4 ) — Change in tax rates (0.6 ) 1.2 (52.1 ) Adjustments under SAB 118 — (0.2 ) — Change in uncertain tax positions — 1.2 (0.4 ) Nondeductible expenses 7.6 0.3 0.2 Other, net 0.1 0.2 — Total benefit from income taxes $ (5.0 ) $ (8.3 ) $ (35.0 ) In addition to certain nondeductible expenses recorded by the Company (e.g., portions of the goodwill impairments recorded during the year ended December 31, 2019), the fluctuations of the Company’s income tax benefits and effective tax rates between the years ended December 31, 2019 and 2018 are primarily attributable to changes in the relative mix of the Company's operations in and among various U.S. state and local jurisdictions that impact the Company's state and local income tax provision expenses, in addition to the state and local blended tax rates applied in the measurement of its deferred tax assets and liabilities. The fluctuations of the Company’s income tax benefits and effective tax rates between the years ended December 31, 2018 and 2017 are primarily attributable to the Tax Act and its reduction of the U.S. corporate income tax rate from 35% to 21%, beginning January 1, 2018. Additionally, changes in the relative mix of the Company’s operations in and among various U.S. state and local jurisdictions impact the Company’s state and local income tax provision expenses, in addition to the state and local blended tax rates applied in the measurement of its deferred tax assets and liabilities. The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows: December 31, (in millions) 2019 2018 Deferred tax assets Net operating loss carryforwards $ 0.2 $ 0.2 Deferred compensation 1.3 0.9 Stock-based compensation 6.2 5.7 Fixed asset depreciation 0.1 — Lease liabilities 5.2 5.5 Accrued expenses 0.2 0.2 Other assets 0.3 1.0 Deferred tax assets 13.5 13.5 Valuation allowance (0.2 ) (0.2 ) Net deferred tax assets 13.3 13.3 Deferred tax liabilities Goodwill and intangible assets (68.5 ) (83.6 ) Rent assets (4.8 ) (5.1 ) Net deferred tax liability $ (60.0 ) $ (75.4 ) Recognized as Deferred income taxes, current $ — $ — Deferred income taxes, noncurrent (60.0 ) (75.4 ) $ (60.0 ) $ (75.4 ) The Company has recorded valuation allowances for certain deferred tax assets, which are related to U.S. state net operating loss carryforwards as sufficient uncertainty exists regarding the future realization of these assets. As of December 31, 2019 and 2018, the Company had U.S. state net operating loss carryforwards of $2.7 million and $2.8 million, respectively. The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31, 2019, 2018, and 2017: December 31, (in millions) 2019 2018 2017 Gross unrecognized tax benefits, beginning of period $ 1.1 $ 1.7 $ 0.4 Decreases related to prior year tax positions — (1.7 ) (0.4 ) Increases related to current year tax provisions — 1.1 1.7 Gross unrecognized tax benefits, end of period $ 1.1 $ 1.1 $ 1.7 For the years ended December 31, 2019, 2018, and 2017, interest and penalties were not significant. The Company records interest and penalties on unrecognized tax benefits within the benefit from income taxes in the consolidated statements of (loss) income and comprehensive (loss) income. If the balance of gross unrecognized tax benefits of $1.1 million as of December 31, 2019 were realized in a future period, this would result in a tax benefit of $1.1 million within the provision for income taxes at such time. The Company does not expect that there are any material changes to its unrecognized tax benefits that are reasonably possible to occur within the coming year. The Company is subject to U.S. federal income tax and various state and local taxes in numerous jurisdictions. The Company’s federal tax returns for 2016 through 2019 years remain open for examination by the IRS. In most cases, the Company’s state tax returns for 2016 through 2019 remain open and are subject to income tax examinations by state taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Operating Leases and Other Contractual Obligations The Company has entered into operating leases for office space and office equipment and other contractual obligations primarily to secure venues for the Company’s trade shows and events. 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. The amounts presented below represent the future minimum annual payments under the Company’s operating leases and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2019: Years Ending December 31, (in millions) 2020 2021 2022 2023 2024 Thereafter Total Operating leases $ 4.2 $ 3.8 $ 3.2 $ 3.2 $ 2.9 $ 5.3 $ 22.6 Other contractual obligations 43.2 20.7 8.4 0.5 0.2 — 73.0 $ 47.4 $ 24.5 $ 11.6 $ 3.7 $ 3.1 $ 5.3 $ 95.6 Rent expense incurred under operating leases was $4.0 million, $3.9 million and $4.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Litigation The Company is subject to litigation and other claims in the ordinary course of business. The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both probable and the amount or range of any possible loss is reasonably estimable. The Company did not record an accrual for loss contingencies associated with legal proceedings as of December 31, 2019 and 2018. In the opinion of management, Other Commitments and Contingencies The Company Fair Value Measurements |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | Note 16. Accounts payable and other current liabilities Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2019 2018 Accrued personnel costs $ 8.3 $ 8.2 Trade payables 5.7 3.4 Other current liabilities 4.3 8.2 Accrued event costs 3.8 9.6 Income tax payable — 1.0 Accrued interest 0.1 0.1 Total accounts payable and other current liabilities $ 22.2 $ 30.5 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 17. Segment Information The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM. Due to the Company’s appointment of a new Chief Executive Officer and subsequent revisions to the structure of Emerald’s operations and executive management responsibilities during the fourth quarter of 2019, the Company identified a change in operating and reportable segments. The financial information presented below reflects reportable segments for all periods presented, including prior year financial information. The former CODM evaluated the Company on a consolidated basis and viewed the Company’s sole function to be the operation and management of trade shows and their interdependent trade show related marketing activities as one operating segment. The new CODM evaluates performance based on the results of six executive brand portfolios, which represent the Company’s six operating segments. The brands managed by the Company’s segment managers do not necessarily align with specific industry sectors. Due to economic similarities and the nature of services, fulfillment processes of those services and types of customers, four operating segments are aggregated into two reportable segments, the Commerce and the Design and Technology reportable segments. In addition, two operating segments did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in ASC 280, Segment Reporting, for the year ended December 31, 2019. Therefore, results for these operating segments are included in the rows labeled "All Other" in the tables below for all periods presented. Operating segment performance is evaluated by the Company’s CODM based on revenues and Adjusted EBITDA, a non-GAAP measure, defined as EBITDA exclusive of general corporate expenses, stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance. The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income: Years Ended December 31, (in millions) 2019 2018 2017 Revenues Commerce $ 184.7 $ 215.9 $ 217.4 Design and Technology 139.9 127.8 105.5 All Other 36.3 37.0 18.8 Total revenues $ 360.9 $ 380.7 $ 341.7 Other Income Commerce $ 6.1 $ — $ 6.5 Design and Technology — — — All Other — — — Total other income $ 6.1 $ — $ 6.5 Adjusted EBITDA Commerce $ 104.2 $ 128.3 $ 133.1 Design and Technology 55.7 56.0 45.6 All Other 9.2 12.5 8.0 Subtotal adjusted EBITDA $ 169.1 $ 196.8 $ 186.7 General corporate expenses (41.3 ) (33.9 ) (28.8 ) Interest expense (30.3 ) (29.1 ) (33.8 ) Refinancing and repricing fees — — (4.5 ) Loss on extinguishment of debt — — (3.0 ) Goodwill impairments (69.1 ) — — Intangible asset impairments (17.0 ) (104.3 ) — Depreciation and amortization (52.0 ) (46.8 ) (43.2 ) Stock-based compensation (7.7 ) (6.1 ) (2.6 ) Deferred revenue adjustment (0.3 ) (0.8 ) (0.5 ) Contract termination costs — — (10.0 ) Other items (6.4 ) (9.2 ) (13.5 ) (Loss) income before income taxes $ (55.0 ) $ (33.4 ) $ 46.8 The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each operating segment as this information is not used for the evaluation of executive brand portfolio performance as the Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable segment. For the years ended December 31, 2019, 2018 and 2017, all revenues were derived from transactions in the United States. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 18. Subsequent Event The Company evaluated subsequent events through February 13, 2020, the date the consolidated financial statements were available for issuance. On February 7, 2020, the Company’s Board of Directors approved, and the Company subsequently declared, the payment of a cash dividend of $0.0750 per share for the quarter ending March 31, 2020 to holders of record of the Company’s common stock as of February 21, 2020. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of Registrant | Emerald Expositions Events, Inc. (parent company only) Condensed Balance Sheets December 31, 2019 and 2018 (dollars in millions, share data in thousands except par value) 2019 2018 Assets Current assets Receivable from related parties $ — $ — Total current assets — — Noncurrent assets Long term receivable from related parties — — Investment in subsidiaries 640.2 708.3 Total assets $ 640.2 $ 708.3 Liabilities and Shareholders' Equity Current liabilities Payable to subsidiary $ — $ — Total current liabilities — — Noncurrent liabilities Long term payable to subsidiary — — Total liabilities $ — $ — Shareholders' equity Preferred stock, $0.01 par value; authorized shares at December 31, 2019 and 2018: 80,000; no shares issued and outstanding at December 31, 2019 and 2018 — — Common stock, $0.01 par value; authorized shares: 800,000; Issued and outstanding shares: 71,352 and 71,591 at December 31, 2019 and 2018, respectively 0.7 0.7 Additional paid-in capital 701.1 689.7 (Accumulated deficit) retained earnings (61.6 ) 17.9 Total shareholders' equity $ 640.2 $ 708.3 Total liabilities and shareholders' equity $ 640.2 $ 708.3 Emerald Expositions Events, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Condensed Statements of (Loss) Income and Comprehensive (Loss) Income December 31, 2019, 2018 and 2017 (dollars in millions) 2019 2018 2017 Revenues $ — $ — $ — Other income — — — Cost of revenues — — — Selling, general and administrative expense — — — Depreciation and amortization expense — — — Goodwill impairments Intangible asset impairments — — — Operating (loss) income — — — Interest expense — — — Loss on extinguishment of debt — — — Income (loss) before income taxes — — — Provision for (benefit from) income taxes — — — Earnings before equity in net (loss) income and comprehensive (loss) income of subsidiaries — — — Equity in net (loss) income and comprehensive (loss) income of subsidiaries (50.0 ) (25.1 ) 81.8 Net (loss) income and comprehensive (loss) income $ (50.0 ) $ (25.1 ) $ 81.8 Emerald Expositions Events, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Notes to Condensed Financial Statements December 31, 2019, 2018 and 2017 1. Basis of Presentation In the parent-company-only financial statements, Emerald Expositions Events, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company’s consolidated financial statements. A condensed statement of cash flows was not presented because Emerald Expositions Events, Inc.’s net operating activities have no cash impact and there were no investing or financing cash flow activities during the fiscal years ended December 31, 2019, 2018 and 2017. Income taxes and non-cash stock-based compensation have been allocated to the Company’s subsidiaries for the fiscal years ended December 31, 2019, 2018 and 2017. 2. Guarantees and Restrictions On May 22, 2017, Emerald Expositions Holding, Inc. (“EEH”) entered into the Amended and Restated Senior Secured Credit Facilities, by and among Expo Event Midco, Inc. (“EEM”), EEH and EEH’s subsidiaries as guarantors, various lenders from time to time party thereto and Bank of America, N.A., as administrative agent. The Amended and Restated Senior Secured Credit Facilities include restrictions on the ability of EEH and its restricted subsidiaries to incur additional liens and indebtedness, make investments and dispositions, pay dividends and make intercompany loans and advances or enter into other transactions, among other restrictions, in each case subject to certain exceptions. Under the Amended and Restated Senior Secured Credit Facilities, EEH is permitted to pay dividends so long as immediately after giving effect thereto, no default or event of default had occurred and was continuing, (a) up to an amount equal to, (i) a basket that builds based on 50% of EEH’s Consolidated Net Income (as defined in the Amended and Restated Credit Facilities) and certain other amounts, subject to various conditions including compliance with a fixed charge coverage ratio of 2.0 to 1.0 and (b) in certain additional limited amounts, subject to certain exceptions set forth in the Senior Secured Credit Facilities. Since the restricted net assets of EEH and its subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the accompanying consolidated financial statements. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Emerald Expositions Events, Inc. Additions Balance at Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance at End of Period Description (in millions) Year Ended December 31, 2019: Allowance for doubtful accounts $ 0.9 0.5 — (0.7 ) $ 0.7 Deferred tax asset valuation allowance $ 0.2 — — — $ 0.2 Year Ended December 31, 2018: Allowance for doubtful accounts $ 0.8 0.6 — (0.5 ) $ 0.9 Deferred tax asset valuation allowance $ 0.3 — (0.1 ) — $ 0.2 Year Ended December 31, 2017: Allowance for doubtful accounts $ 0.7 0.5 — (0.4 ) $ 0.8 Deferred tax asset valuation allowance $ 0.3 — — — $ 0.3 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive (loss) income; as such, its comprehensive (loss) income is the same as net income (loss) for all periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, allowances for doubtful accounts, useful lives of intangible assets, long-lived asset and goodwill impairments and assumptions used in valuing the Company’s allocation of purchase price, including acquired deferred revenues, intangible assets and goodwill, deferred taxes and stock-based compensation expense. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company considers cash deposits in banks as cash and investments with original maturities at purchase of three months or less as cash equivalents. At December 31, 2019 and 2018 amounts receivable from credit card processors, totaling $0.8 million and $0.3 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Applicable accounting guidance provides an established hierarchy and framework for inputs used to measure fair value. The fair value hierarchy gives the highest priority to inputs quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. There are three levels of inputs that may be used to measure fair value: • Level 1 – includes financial instruments for which there are quoted market prices in active markets for identical assets or liabilities. • Level 2 – includes financial instruments for which there are observable market-based inputs for similar assets or liabilities that are corroborated by market data. • Level 3 – includes financial instruments for which unobservable inputs that are not corroborated by market data Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. As of December 31, 2019, the Company had $4.3 million of contingent consideration liabilities that were Level 3 liabilities with the related fair values based on the significant unobservable inputs and probability weightings measured using a Monte Carlo simulation. Refer to Note 9, Fair Value Measurements |
Financial Instruments | Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities. Accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Cash and cash equivalents are recorded at fair value. Financial instruments also include revolving credit facility and senior term loan with third party financial institutions. Cash and cash equivalents, accounts receivables, revolving credit facility and term loan potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss for cash and cash equivalents, these financial instruments are primarily held with large, reputable financial institutions in the United States. As of December 31, 2019 and 2018, the Company’s uninsured cash and cash equivalents balances totaled $9.3 million, and $20.2 million, respectively. As of December 31, 2019 and 2018, the Company’s trade receivables balances totaled $60.1 million, and $62.7 million, respectively. No single customer accounts for more than 10% of gross accounts receivable as of December 31, 2019 or 2018. An allowance for doubtful accounts is recorded to account for potential bad debts. Credit risk with respect to trade receivables is low due to the Company’s large customer base dispersed across different industries. As of December 31, 2019, and 2018, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2019 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.55%) at period end, including short-term portion $ 504.3 $ 528.4 Revolving Credit Facility, with interest at LIBOR plus 2.75% (equal to 4.52%) at period end 9.5 10.0 Total $ 513.8 $ 538.4 December 31, 2018 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 5.27%) at period end, including short-term portion $ 516.4 $ 533.5 Revolving Credit Facility, with interest at LIBOR plus 2.75% (equal to 5.27%) at period end 38.5 40.0 Total $ 554.9 $ 573.5 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using observable market-based inputs that are corroborated by market data (Level 2 inputs). |
Derivative Instruments | Derivative Instruments In March 2014, the Company, through Emerald Expositions Holding, Inc. (“EEH”), an intermediate holding company of Emerald, entered into forward interest rate contracts to manage and reduce its interest rate risk. The interest rate swap and floor had an effective date of December 31, 2015 and were 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 $0.5 million during the year ended December 31, 2018, representing the differential between the three-month LIBOR rate and 2.705% on the principal amount of $100.0 million. The Company made payments of $1.4 million during the year ended December 31, 2017, representing the differential between the three-month LIBOR rate and 2.705% on the principal amount of $100.0 million. The Company marked-to-market its interest rate contracts quarterly with both the unrealized and realized gains or losses included in interest expense in the consolidated statements of (loss) income and comprehensive (loss) income. The contract expired on December 31, 2018. Due to the expiration of the Company’s forward interest rate contract, there was no liability recorded as of December 31, 2019 and 2018. Debt |
Trade and Other Receivables | Trade and Other Receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are presented on the face of the consolidated balance sheet, net of an allowance for doubtful accounts. In determining the allowance for doubtful accounts, the Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses are primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rental deposits and insurance costs, in advance of the event. Such costs are deferred in prepaid expense on the consolidated balance sheets when paid and recognized on the consolidated statements of (loss) income and comprehensive (loss) income as cost of revenues upon the staging of the event. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 10 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. |
Indefinite-Lived Intangibles | Indefinite-Lived Intangibles The Company’s indefinite-lived intangibles consist of trade names. Indefinite-lived intangible assets are tested annually for impairment at October 31, or between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value of an asset group may be impaired. The Company conducts its impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and has determined it has multiple asset groups that are typically at the trade show brand level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset group is impaired. To perform a qualitative assessment, the Company must identify and evaluate changes in economic, industry and entity-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset group. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-lived intangible asset group is impaired, a more detailed fair value calculation will be performed to measure the amount of impairment losses to be recognized, if any. The fair values of the Company’s indefinite-lived trade name asset groups are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rates are estimated using evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. The fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital, tax rate and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. Refer to Note 6, Goodwill and Intangible Assets In conjunction with the annual impairment test conducted in the fourth quarter of 2018, the Company performed an evaluation of its indefinite-lived intangible assets to determine whether an indefinite life for each trade name was still warranted. As a result of this evaluation, the Company determined that events and circumstances had occurred during the fourth quarter of fiscal year 2018 which indicated that certain of the trade show brands operating in the large, multi-category gift and home, jewelry, retail service, photography and conference event categories should no longer be considered to have indefinite lives. These events and circumstances included changes to the Company’s strategic decisions on management and resources so that the Company can focus more specifically on certain brands, expectations about the future viability of certain trade shows due to recent changes in customer behavior and overall macroeconomic trends, contractual changes for key relationships, and a lower level of forecasted sales for each of the trade names as a result of decreased sales for each in recent periods and the manner in which management intends to manage the trade names in future periods . The Company determined the estimated remaining economic lives of the trade names based on future forecasted cash flows, as well as the consideration of various other factors. These factors included the strength of each trade name and their respective market share within the category in which each operates, the stability of the respective industries, the fact that these trade names have been in existence for a long period of time and are expected to remain in existence for a significant number of years in the future while considering any relevant legal, regulatory, or contractual conditions that might limit their remaining useful lives. After taking all of these factors into consideration, the Company adjusted the estimated useful lives of several trade shows to periods between ten and 30 years. |
Definite-Lived Intangible Assets | Definite-lived Intangible Assets Definite-lived intangible assets consist of customer relationships, certain trade names, and computer software. Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed each reporting period: Estimated Useful Life Weighted Average Customer relationships 7-10 years 9 Definite-lived trade names 10-30 years 22 Computer software 3-7 years 5 Refer to Note 6, Goodwill and Intangible Assets d |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company conducts the long-lived asset impairment analysis at the asset group level. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares the resulting amount to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill and Intangible Assets |
Goodwill | Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized, but instead tested for impairment. The Company tests for impairment on October 31 of each year, or more frequently should an event or a change in circumstances that would indicate the carrying value may be impaired. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill impairment test at the reporting unit level. In goodwill impairment tests prior to October 31, 2019, the Company determined it operated under one reporting unit. Given a change in operating segments that occurred in the fourth quarter of 2019, the Company determined there were multiple reporting units as of October 31, 2019. Refer to Note 17, Segment Information In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Company determines a fair value test is necessary, it estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, revenue growth rates, weighted average cost of capital, selecting appropriate discount rates and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting units with the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated balance sheet. Goodwill and Intangible Assets The Company also considers the amount of headroom for a reporting unit when determining whether an impairment existed. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2019, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2019, the fair values of the reporting units exceeded their carrying value between zero and 18.3%. Of the $980.3 million of goodwill, the carrying value equals the fair value for $571.9 million as of December 31, 2019. The carrying value of goodwill for reporting units with less than 5% headroom is $896.2 million as of December 31, 2019. |
Contingent Consideration | Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in sales, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. There is $4.3 million of contingent consideration outstanding at December 31, 2019. Fair Value Measurements |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenues Trade Shows and Other Events A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. Revenue from the Company’s trade shows and other events is generally recognized in the period the trade show or other event stages as the Company’s performance obligations have been satisfied. Trade show and other events generated approximately 92%, 93% and 93% of revenues for the years ended December 31, 2019, 2018 and 2017, respectively. Other Marketing Services Revenues from the Company’s other marketing services primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector. These revenues are recognized in the period in which the digital products are provided or publications are issued. Deferred Revenue The Company generally invoices and collects payment in-full from customers prior to the staging of a trade show or other event and records deferred revenues in the consolidated balance sheets until the staging of the trade show or other event. As of December 31, 2019 and 2018, the Company had deferred revenues of $187.3 million and $192.4 million, respectively, of which, $53.0 million and $49.8 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2019 and 2018, respectively. Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event. 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 in the period the trade show occurs. Trade show revenues represented approximately 92%, 93% and 93% of total revenues for the years ended December 31, 2019, 2018 and 2017, respectively. Other marketing services revenues primarily consist of advertising sales for digital products and industry publications and are recognized in the period in which the digital products are provided or publications are issued. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show. Current deferred revenues are reported as deferred revenues on the consolidated balance sheets and were $187.3 million and $192.4 million as of December 31, 2019 and 2018, respectively. Long-term deferred revenues as of December 31, 2019 and 2018 were $0.1 million and zero, respectively, and are reported as other noncurrent liabilities on the consolidated balance sheets. Total deferred revenues, including the current and non-current portions, were $187.4 million and $192.4 million, as of December 31, 2019 and 2018, respectively. The following table represents the deferred revenue activity for the years ended December 31, 2019 and 2018, respectively: Year Ended December 31, (in millions) 2019 2018 Balance at beginning of period $ 192.4 $ 194.5 Consideration earned during the period (308.6 ) (324.0 ) Invoiced during the period 302.1 308.1 Additions related to business combinations 1.5 13.8 Balance at end of period $ 187.4 $ 192.4 Performance Obligations Revenue for trade shows are deferred and recognized when performance obligations under the terms of a contract with the Company’s customer are satisfied, which is typically in the period the trade show occurs. Revenue for other marketing services are deferred and recognized when performance obligations under the terms of a contract with the Company’s customer are satisfied. This occurs in the period in which the publications are issued The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of one year or less. The Company’s performance obligations greater than one year are immaterial. Disaggregation of Revenue The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Year Ended December 31, 2019 (in millions) Trade shows $ 177.4 $ 106.9 $ 7.2 $ 291.5 Other events 0.6 12.8 25.8 39.2 Other marketing services 6.7 20.2 3.3 30.2 Total revenues $ 184.7 $ 139.9 $ 36.3 $ 360.9 Year Ended December 31, 2018 Trade shows $ 207.2 $ 102.4 $ 9.3 $ 318.9 Other events 0.9 9.6 24.4 34.9 Other marketing services 7.8 15.8 3.3 26.9 Total revenues $ 215.9 $ 127.8 $ 37.0 $ 380.7 Year Ended December 31, 2017 Trade shows $ 200.7 $ 86.0 $ 10.8 $ 297.5 Other events 7.9 7.5 3.5 18.9 Other marketing services 8.8 12.0 4.5 25.3 Total revenues $ 217.4 $ 105.5 $ 18.8 $ 341.7 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, Revenue from Contracts with Customers. Contract liabilities primarily 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 consolidated balance sheets as deferred revenues. The Company incurs sales commissions costs in connection with sales of booth space, registration and sponsorships at the Company’s trade shows and with sales of advertising for industry publications. The Company’s contracts with customers are short term, as sales generally begin up to one year prior to the date of the trade shows. 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. Sales commissions are reported on the consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expenses. 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 considered to be fulfilled upon the completion of each trade show, publication issuance or as advertising services are provided, as applicable. The Company’s contracts do not include material variable consideration. |
Other Income | Other Income During the third quarter of 2019, as a result of Hurricane Dorian, the Company’s Surf Expo and Imprinted Sportswear Show - During the third quarter of 2017, as a result of Hurricane Irma, the Company’s Surf Expo and ISS Orlando were forced to close two days early. As noted previously, the Company carries cancellation insurance to mitigate losses caused by natural disasters and received a payment of $6.5 million from its insurance carrier to recover the lost revenues of the affected trade shows. As a result, during the year ended December 31, 2017, the Company recorded other income of $6.5 million to recognize the amount that was recovered from the insurance company in the consolidated statements of (loss) income and comprehensive (loss) income. |
Deferred Financing Fees and Debt Discount | Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments using the effective interest method for the Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Following the June 2019 appointment of the Company’s new chief executive officer, who is considered the CODM, the Company changed the financial reporting structure, in the fourth quarter of 2019, which resulted in a change in reporting segments. The CODM evaluates performance based on the results of six executive brand portfolios, which represent the Company’s six operating segments. Based on an evaluation of economic similarities, four operating segments are aggregated into two reportable segments, the Commerce and the Design and Technology reportable segments. Two operating segments do not meet the quantitative thresholds of a reportable operating segment and did not meet the aggregation criteria set forth in ASC 280, Segment Reporting, as of December 31, 2019 and as such are referred to as “All Other.” Segment Information |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. These costs include all brand advertising, telemarketing, direct mail and other sales promotion expenses associated with the Company’s trade shows, conference events and publications. Advertising and marketing costs totaled $17.0 million, $15.3 million and $12.9 million, for the years ended December 31, 2019, 2018 and 2017, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company uses share-based compensation, including stock options and restricted stock units, to provide long-term performance incentives for its employees and non-employee directors. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of (loss) income and comprehensive (loss) income; however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which are estimated as follows: • Fair Value of Common Stock — Due to the absence of an active market for the Company’s common stock prior to the IPO, the fair value for purposes of determining the underlying stock price for pre-IPO stock option grants was determined utilizing commonly accepted valuation practices. The exercise price was set at least equal to the fair value of Emerald’s common stock on the date of grant. The key assumptions used in the valuations to determine the fair value of Emerald’s pre-IPO common stock included its historical and projected operating and financial performance; observed market multiples for comparable businesses; the uncertainty in the business associated with economic conditions; the fact that equity incentive grants relate to illiquid securities in a private company that had no liquid trading market; and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the company. Each of these assumptions involves highly complex and subjective estimates. Following the IPO, the fair value per share of common stock for purposes of determining share-based compensation is the closing price of the Company’s common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — The expected option term represents the period of time the option is expected to be outstanding. The Company uses the simplified method to estimate the term since the Company does not have sufficient exercise history to calculate the expected term of stock options. • Volatility — The expected volatility is based on considering the Company’s limited publicly traded stock price and historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Risk-Free Rate — The risk-free rate is based on the yields of United States Treasury securities with maturities similar to the expected term of stock option for each stock option grant. • Forfeiture Rate — Estimates of pre-vesting forfeitures, or forfeiture rates, are based on an internal analysis, which primarily considers the award recipients’ position within the Company. • Dividend Yield — Prior to the IPO, the Company had never declared or paid any cash dividends and had no intention to pay cash dividends. Consequently, an expected dividend yield of zero was used with respect to pre-IPO options. In connection with the IPO, the Company adopted a policy of paying quarterly cash dividends on common stock. Post-IPO stock option grants include an expected dividend yield which is commensurate with the annual dividends the Company has been declaring and paying since the IPO. The Company granted Restricted Stock Units (“RSUs”), that contain service and, in certain instances, performance conditions to certain executives and employees, which are equity-classified awards. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. The grant date fair value of stock-based awards is recognized as expense over the requisite service period on the graded-vesting method. Market-based Share Awards In 2019, the Company granted performance-based market condition share awards to two senior executives under the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan. These awards are classified as liability awards, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The Company recognizes expense for performance-based market condition share awards over the derived service period for each tranche. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten year term expires, except that upon a termination of employment other than for cause, or upon a termination for good reason within three months prior to the earlier of the execution of an agreement resulting in a change in control or the date of a change in control, any unvested shares subject to the performance-based market condition share award shall remain eligible to vest in accordance with the performance-based market condition share award agreement’s vesting conditions. Refer to Note 11, Shareholder’s Equity and Stock-Based Compensation |
Income Taxes | Income Taxes The Company provides for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of (loss) income and comprehensive (loss) income as an adjustment to income tax expense in the period that includes the enactment date. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Income Taxes |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-09, Codification Improvements (“ASU 2018-09”). This standard did not prescribe any new accounting guidance, but instead made changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification (“ASC”). The Company adopted ASU 2018-07 on January 1, 2019 and the adoption did not have an impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), to simplify the accounting for share-based payments made to nonemployees. Under ASU 2018-07, accounting for share-based payments made to nonemployees is substantially the same as the accounting for share-based payments made to employees. Share based awards to nonemployees are measured at fair value on the grant date of the awards, with the need to assess the probability of satisfying performance conditions, if any are present. The Company adopted ASU 2018-07 on January 1, 2019 and the adoption did not have an impact on the Company’s consolidated financial statements. 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 (“ASU 2018-02”). This update permitted entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform from the Tax Cuts and Jobs Act. The Company adopted ASU 2018-02 on January 1, 2019 and the adoption did not have an impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASC 842”), which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. The Company adopted ASC 842 on January 1, 2019 and elected to use the modified retrospective transition method prescribed under ASC 842 to not restate comparative periods in transition and use the effective date of ASC 842 as the date of initial adoption. Additionally, the Company applied the available practical expedient of keeping leases with an initial term of twelve months or less off of the balance sheet. As a result of the adoption of ASC 842, the Company recorded right-of-use lease assets of $19.7 million and right-of-use lease liabilities of $21.1 million including the reclassification of approximately $1.4 million of unamortized lease incentives and deferred rent liabilities into the right-of-use lease asset balance. The adoption of ASC 842 did not have a material impact on the Company’s consolidated statements of (loss) income and comprehensive (loss) income and consolidated statements of cash flows. Additional information and disclosures required by this new standard are contained in Note 8, Leases Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 modifies how an entity accounts for credit losses for most financial assets and certain other instruments and requires entities to estimate expected credit losses for trade receivables. ASU 2016-13 is effective for annual and interim fiscal reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company does not expect the adoption of this accounting standard will have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework which modifies existing and includes new disclosure requirements on fair value measurements. ASU 2018-13 is effective for annual and fiscal years beginning after December 15, 2019. The Company does not expect the adoption of ASU 2018-13 will have a material impact on the Company’s consolidated financial statements. In August 2018, FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The objective of the standard is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software over the term of the hosting arrangement, starting when the module or component of the hosting arrangement is ready for its intended use. The standard will become effective for fiscal periods beginning after December 15, 2019. The Company does not expect the adoption of ASU 2018-15 will have a material impact on the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements or notes thereto. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Fair Value and Carrying Value of Debt | As of December 31, 2019, and 2018, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2019 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.55%) at period end, including short-term portion $ 504.3 $ 528.4 Revolving Credit Facility, with interest at LIBOR plus 2.75% (equal to 4.52%) at period end 9.5 10.0 Total $ 513.8 $ 538.4 December 31, 2018 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 5.27%) at period end, including short-term portion $ 516.4 $ 533.5 Revolving Credit Facility, with interest at LIBOR plus 2.75% (equal to 5.27%) at period end 38.5 40.0 Total $ 554.9 $ 573.5 |
Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets | These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed each reporting period: Estimated Useful Life Weighted Average Customer relationships 7-10 years 9 Definite-lived trade names 10-30 years 22 Computer software 3-7 years 5 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Deferred Revenue Activity | The following table represents the deferred revenue activity for the years ended December 31, 2019 and 2018, respectively: Year Ended December 31, (in millions) 2019 2018 Balance at beginning of period $ 192.4 $ 194.5 Consideration earned during the period (308.6 ) (324.0 ) Invoiced during the period 302.1 308.1 Additions related to business combinations 1.5 13.8 Balance at end of period $ 187.4 $ 192.4 |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Year Ended December 31, 2019 (in millions) Trade shows $ 177.4 $ 106.9 $ 7.2 $ 291.5 Other events 0.6 12.8 25.8 39.2 Other marketing services 6.7 20.2 3.3 30.2 Total revenues $ 184.7 $ 139.9 $ 36.3 $ 360.9 Year Ended December 31, 2018 Trade shows $ 207.2 $ 102.4 $ 9.3 $ 318.9 Other events 0.9 9.6 24.4 34.9 Other marketing services 7.8 15.8 3.3 26.9 Total revenues $ 215.9 $ 127.8 $ 37.0 $ 380.7 Year Ended December 31, 2017 Trade shows $ 200.7 $ 86.0 $ 10.8 $ 297.5 Other events 7.9 7.5 3.5 18.9 Other marketing services 8.8 12.0 4.5 25.3 Total revenues $ 217.4 $ 105.5 $ 18.8 $ 341.7 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Supplemental Pro-Forma Information | Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2019 and 2018 acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, 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. The supplemental unaudited pro-forma financial information is presented for comparative purposes. The supplemental unaudited pro-forma financial information 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 companies. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events. Year ended December 31, 2019 2018 (in millions) (Unaudited) Pro-forma revenues $ 369.9 $ 400.9 Pro-forma net loss $ (48.8 ) $ (26.3 ) |
G3 Communications [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) November 1, 2019 Prepaid expenses 0.3 Goodwill 12.9 Intangible assets 4.0 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 15.7 |
Boutique Design New York [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) October 15, 2018 Trade and other receivables $ 1.5 Prepaid expenses 1.9 Goodwill 29.2 Intangible assets 24.6 Deferred revenues (12.1 ) Purchase price, including working capital adjustment $ 45.1 |
Technology Brands [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) August 20, 2018 Prepaid expenses and other assets $ 1.5 Goodwill 14.2 Intangible assets 14.2 Deferred revenues (1.7 ) Other current liabilities (0.4 ) Purchase price, including working capital adjustment $ 27.8 |
CPMG [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired 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 |
Snow Show [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired 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 |
InterDrone [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired 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 |
CEDIA [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: December 31, (in millions) 2019 2018 Furniture, equipment and other $ 5.8 $ 5.5 Leasehold improvements 3.0 2.3 $ 8.8 $ 7.8 Less: Accumulated depreciation (4.6 ) (4.1 ) Property and equipment, net $ 4.2 $ 3.7 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment | The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2017 $ — $ — $ — $ 993.7 Acquired goodwill — — — 43.4 Adjustments — — — (0.6 ) Balance at December 31, 2018 $ — $ — $ — $ 1,036.5 Allocation of goodwill to segments 640.3 361.3 34.9 1,036.5 Acquired goodwill — — 12.9 12.9 Impairments (41.9 ) (24.0 ) (3.2 ) (69.1 ) Balance at December 31, 2019 $ 598.4 $ 337.3 $ 44.6 $ 980.3 |
Schedule of Intangible Assets | Intangible assets consist of the following: (in millions) December 31, 2018 Additions Disposals Impairments Transfers December 31, 2019 Indefinite-lived intangible assets Trade names $ 117.6 $ — $ — $ (4.9 ) $ — $ 112.7 Amortizable intangibles Customer relationships 399.2 2.5 — (11.3 ) — 390.4 Trade names 106.6 2.5 — (3.5 ) — 105.6 Computer software 9.9 0.1 — — 0.6 10.6 633.3 5.1 — (19.7 ) 0.6 619.3 Accumulated amortization Customer relationships (190.9 ) (43.6 ) — 2.6 — (231.9 ) Trade names (1.0 ) (6.0 ) — 0.1 — (6.9 ) Computer software (6.6 ) (1.4 ) — — — (8.0 ) (198.5 ) (51.0 ) — 2.7 — (246.8 ) Capitalized software in progress 0.5 1.4 — — (0.6 ) 1.3 Total intangible assets, net $ 435.3 $ (44.5 ) $ — $ (17.0 ) $ — $ 373.8 (in millions) December 31, 2017 Additions Disposals Impairments Transfers December 31, 2018 Indefinite-lived intangible assets Trade names $ 298.5 $ 6.8 $ — $ (90.6 ) $ (97.1 ) $ 117.6 Amortizable intangibles Customer relationships 408.8 22.5 — (32.1 ) — 399.2 Trade names — 9.5 — — 97.1 106.6 Computer software 8.4 1.0 — — 0.5 9.9 715.7 39.8 — (122.7 ) 0.5 633.3 Accumulated amortization Customer relationships (165.7 ) (43.6 ) — 18.4 — (190.9 ) Trade names — (1.0 ) — — — (1.0 ) Computer software (5.4 ) (1.2 ) — — — (6.6 ) (171.1 ) (45.8 ) — 18.4 — (198.5 ) Capitalized software in progress 0.4 0.6 — — (0.5 ) 0.5 Total intangible assets, net $ 545.0 $ (5.4 ) $ — $ (104.3 ) $ — $ 435.3 |
Summary of Estimated Future Amortization Expense | Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2020 $ 49.7 2021 48.0 2022 45.8 2023 32.2 2024 11.8 Thereafter 72.4 $ 259.9 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt is comprised of the following indebtedness to various lenders: (in millions) December 31, 2019 December 31, 2018 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.55% and 5.27% at December 31, 2019 and 2018, respectively) due 2024, net (a) $ 525.4 $ 529.9 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 519.7 $ 524.2 ( a ) Amended and Restated Term Loan Facility as of December 31, 2019 is recorded net of unamortized discount of $2.5 million and net of unamortized deferred financing fees of $3.0 million. Amended and Restated Term Loan Facility as of December 31, 2018 is recorded net of unamortized discount of $3.0 million and net of unamortized deferred financing fees of $3.6 million. |
Summary of Interest Expense | Interest expense reported in the consolidated statements of (loss) income and comprehensive (loss) income consist of the following: Year ended December 31, (in millions) 2019 2018 2017 Senior secured term loan $ 27.2 $ 26.5 $ 32.6 Non-cash interest for amortization of debt discount and debt issuance costs 1.4 1.7 4.6 Realized and unrealized gain on interest rate swap and floor, net — (0.3 ) — Revolving credit facility interest and commitment fees 1.7 1.2 1.1 $ 30.3 $ 29.1 $ 38.3 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Maturities of Right-of-Use Lease Liabilities | Maturities of right-of-use lease liabilities for the remaining five years and thereafter as of December 31, 2019 were as follows: (in millions) December 31, 2019 2020 $ 4.2 2021 3.8 2022 3.2 2023 3.2 2024 2.9 Thereafter 5.3 Minimum lease payments $ 22.6 Less: Imputed interest (2.8 ) Present value of minimum lease payments $ 19.8 |
Schedule of Future Minimum Lease Payments Under Operating Leases | As of December 31, 2018, future minimum lease payments under operating leases by period were as follows: (in millions) December 31, 2018 2019 $ 3.9 2020 4.0 2021 3.4 2022 3.0 2023 3.0 Thereafter 7.9 Total $ 25.2 |
Supplemental Cash Flow and Other Information Related To Leases | Supplemental cash flow and other information related to leases was as follows: December 31, (in millions) 2019 Cash paid for amounts included in the measurement of right-of-use lease liabilities: Cash paid reported as operating activities on the consolidated statements of cash flows $ 4.0 Right-of-use lease assets obtained in exchange for new right-of-use lease liabilities $ 1.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of December 31, 2019 and 2018, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the tables below: December 31, 2019 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 9.6 $ 9.6 $ — $ — Total assets at fair value $ 9.6 $ 9.6 $ — $ — Liabilities Market-based share awards liability (a) $ 0.6 $ — $ — $ 0.6 Contingent consideration (a) 4.3 — — 4.3 Total liabilities at fair value $ 4.9 $ — $ — $ 4.9 December 31, 2018 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 20.5 $ 20.5 $ — $ — Total assets at fair value $ 20.5 $ 20.5 $ — $ — (a) Included within other noncurrent liabilities in the consolidated balance sheet. |
Shareholders' Equity and Stoc_2
Shareholders' Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Dividends Paid | The following is a summary of the dividends paid for the years ending December 31, 2019, 2018 and 2017: 2019 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on February 5, 2019 April 30, 2019 July 30, 2019 October 31, 2019 Shareholders of record on February 19, 2019 May 14, 2019 August 13, 2019 November 14, 2019 Dividend paid on March 5, 2019 May 28, 2019 August 27, 2019 November 27, 2019 Dividend per share $ 0.0725 $ 0.0750 $ 0.0750 $ 0.0750 Cash dividend paid $ 5.2 $ 5.4 $ 5.4 $ 5.3 2018 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on January 26, 2018 May 1, 2018 July 31, 2018 October 26, 2018 Shareholders of record on February 9, 2018 May 15, 2018 August 14, 2018 November 14, 2018 Dividend paid on February 23, 2018 May 29, 2018 August 28, 2018 November 26, 2018 Dividend per share $ 0.0700 $ 0.0725 $ 0.0725 $ 0.0725 Cash dividend paid $ 5.1 $ 5.3 $ 5.3 $ 5.3 2017 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on — May 24, 2017 August 1, 2017 October 27, 2017 Shareholders of record on — June 7, 2017 August 17, 2017 November 16, 2017 Dividend paid on — June 21, 2017 August 31, 2017 November 30, 2017 Dividend per share $ — $ 0.0700 $ 0.0700 $ 0.0700 Cash dividend paid $ — $ 5.1 $ 5.1 $ 5.1 |
Fair Value of Stock Options Estimated on Grant Date Using Assumptions | The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2019 Range Weighted-Average Expected volatility 21.7% to 23.2% Dividend yield 2.2% to 2.3% Risk-free interest rate 1.9% to 2.5% Expected term (in years) 6.5 to 7.0 Weighted-average fair value at grant date $ 2.36 Year Ended December 31, 2018 Range Weighted-Average Expected volatility 23.6% to 25.1% Dividend yield 1.3% to 1.7% Risk-free interest rate 2.5% to 3.0% Expected term (in years) 5.5 to 7.0 Weighted-average fair value at grant date $ 4.76 Year Ended December 31, 2017 Range Weighted-Average Expected volatility 24.1% to 26.0% Dividend yield 1.3% Risk-free interest rate 1.9% to 2.0% Expected term (in years) 5.3 to 7.0 Weighted-average fair value at grant date $ 5.53 |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2019 and 2018 was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (thousands) (years) (millions) Outstanding at December 31, 2017 6,553 $ 10.82 5.9 $ 62.5 Granted 1,873 19.34 Exercised (601 ) 10.80 Forfeited (740 ) 15.13 Outstanding at December 31, 2018 7,085 $ 12.62 5.0 $ 13.0 Granted 987 12.29 Exercised (528 ) 8.00 Forfeited (393 ) 15.83 Outstanding at December 31, 2019 7,151 $ 12.74 4.4 $ 5.8 Exercisable at December 31, 2019 5,196 $ 11.55 2.7 $ 5.8 |
Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options | Information regarding fully vested and expected to vest stock options as of December 31, 2019 was as follows: Exercise Price Number of Options (share data in thousands) Weighted Average Remaining Contractual Life $ 8.00 2,249 2.10 $ 10.40 200 3.91 $ 11.41 169 9.43 $ 12.00 1,362 2.15 $ 12.47 707 9.21 $ 13.03 8 6.12 $ 14.13 42 8.83 $ 16.00 991 2.61 $ 16.50 728 8.55 $ 22.08 650 7.72 $ 22.66 45 7.73 7,151 |
Schedule of Restricted Stock Units Activity | RSU activity for the years ended December 31, 2019 and 2018 was as follows: Number of RSUs (share data in thousands) Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2017 103 $ 22.03 Granted 357 20.77 Forfeited (37 ) 22.22 Vested (20 ) 21.76 Unvested balance, December 31, 2018 403 $ 20.91 Granted 508 12.30 Forfeited (128 ) 17.43 Vested (115 ) 21.05 Unvested balance, December 31, 2019 668 $ 15.00 |
Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Granted and Remeasured | The assumptions used in determining the fair value for the performance-based market condition share awards granted during the year and remeasured at December 31, 2019 were as follows: Grant Date December 31, 2019 Expected volatility 33.60% 35.00% Dividend yield 2.63% 2.84% Risk-free interest rate 2.06% 1.90% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Loss) Earnings Per Common Share | The details of the computation of basic and diluted (loss) earnings per common share are as follows: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2019 2018 2017 Net (loss) income $ (50.0 ) $ (25.1 ) $ 81.8 Weighted average common shares outstanding 71,719 72,887 68,912 Basic (loss) earnings per share $ (0.70 ) $ (0.34 ) $ 1.19 Net (loss) income $ (50.0 ) $ (25.1 ) $ 81.8 Diluted effect of stock options — — 3,204 Diluted weighted average common shares outstanding 71,719 72,887 72,116 Diluted (loss) earnings per share $ (0.70 ) $ (0.34 ) $ 1.13 Anti-dilutive shares excluded from diluted earnings per share calculation 4,996 1,609 63 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Current and Deferred Income Tax Benefits | The Company’s current and deferred income tax benefits were as follows: December 31, (in millions) 2019 2018 2017 Current Federal $ 7.8 $ 11.5 $ 0.6 State and local 2.6 5.0 4.3 10.4 16.5 4.9 Deferred Federal (11.1 ) (19.1 ) (38.9 ) State and local (4.3 ) (5.7 ) (1.0 ) (15.4 ) (24.8 ) (39.9 ) Total benefit from income taxes $ (5.0 ) $ (8.3 ) $ (35.0 ) |
Schedule of Effective Income Tax Reconciliation | The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision are set forth below: December 31, (in millions) 2019 2018 2017 Income (loss) before income taxes $ (55.0 ) $ (33.4 ) $ 46.8 U.S. statutory tax rate 21.0 % 21.0 % 35.0 % Taxes at the U.S. statutory rate (11.5 ) (7.0 ) 16.4 Tax effected differences State and local taxes, net of federal benefit (0.8 ) (1.7 ) 1.9 Excess tax deductions on share-based payments 0.3 (0.9 ) (1.0 ) Return to provision adjustments (0.1 ) (1.4 ) — Change in tax rates (0.6 ) 1.2 (52.1 ) Adjustments under SAB 118 — (0.2 ) — Change in uncertain tax positions — 1.2 (0.4 ) Nondeductible expenses 7.6 0.3 0.2 Other, net 0.1 0.2 — Total benefit from income taxes $ (5.0 ) $ (8.3 ) $ (35.0 ) |
Summary of Book Value and Tax Basis of Assets and Liabilities | The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows: December 31, (in millions) 2019 2018 Deferred tax assets Net operating loss carryforwards $ 0.2 $ 0.2 Deferred compensation 1.3 0.9 Stock-based compensation 6.2 5.7 Fixed asset depreciation 0.1 — Lease liabilities 5.2 5.5 Accrued expenses 0.2 0.2 Other assets 0.3 1.0 Deferred tax assets 13.5 13.5 Valuation allowance (0.2 ) (0.2 ) Net deferred tax assets 13.3 13.3 Deferred tax liabilities Goodwill and intangible assets (68.5 ) (83.6 ) Rent assets (4.8 ) (5.1 ) Net deferred tax liability $ (60.0 ) $ (75.4 ) Recognized as Deferred income taxes, current $ — $ — Deferred income taxes, noncurrent (60.0 ) (75.4 ) $ (60.0 ) $ (75.4 ) |
Schedule of Changes in Gross Unrecognized Tax Benefits | The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31, 2019, 2018, and 2017: December 31, (in millions) 2019 2018 2017 Gross unrecognized tax benefits, beginning of period $ 1.1 $ 1.7 $ 0.4 Decreases related to prior year tax positions — (1.7 ) (0.4 ) Increases related to current year tax provisions — 1.1 1.7 Gross unrecognized tax benefits, end of period $ 1.1 $ 1.1 $ 1.7 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Annual Payments for Operating Leases and Other Contractual Obligations | The amounts presented below represent the future minimum annual payments under the Company’s operating leases and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2019: Years Ending December 31, (in millions) 2020 2021 2022 2023 2024 Thereafter Total Operating leases $ 4.2 $ 3.8 $ 3.2 $ 3.2 $ 2.9 $ 5.3 $ 22.6 Other contractual obligations 43.2 20.7 8.4 0.5 0.2 — 73.0 $ 47.4 $ 24.5 $ 11.6 $ 3.7 $ 3.1 $ 5.3 $ 95.6 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2019 2018 Accrued personnel costs $ 8.3 $ 8.2 Trade payables 5.7 3.4 Other current liabilities 4.3 8.2 Accrued event costs 3.8 9.6 Income tax payable — 1.0 Accrued interest 0.1 0.1 Total accounts payable and other current liabilities $ 22.2 $ 30.5 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income | The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income: Years Ended December 31, (in millions) 2019 2018 2017 Revenues Commerce $ 184.7 $ 215.9 $ 217.4 Design and Technology 139.9 127.8 105.5 All Other 36.3 37.0 18.8 Total revenues $ 360.9 $ 380.7 $ 341.7 Other Income Commerce $ 6.1 $ — $ 6.5 Design and Technology — — — All Other — — — Total other income $ 6.1 $ — $ 6.5 Adjusted EBITDA Commerce $ 104.2 $ 128.3 $ 133.1 Design and Technology 55.7 56.0 45.6 All Other 9.2 12.5 8.0 Subtotal adjusted EBITDA $ 169.1 $ 196.8 $ 186.7 General corporate expenses (41.3 ) (33.9 ) (28.8 ) Interest expense (30.3 ) (29.1 ) (33.8 ) Refinancing and repricing fees — — (4.5 ) Loss on extinguishment of debt — — (3.0 ) Goodwill impairments (69.1 ) — — Intangible asset impairments (17.0 ) (104.3 ) — Depreciation and amortization (52.0 ) (46.8 ) (43.2 ) Stock-based compensation (7.7 ) (6.1 ) (2.6 ) Deferred revenue adjustment (0.3 ) (0.8 ) (0.5 ) Contract termination costs — — (10.0 ) Other items (6.4 ) (9.2 ) (13.5 ) (Loss) income before income taxes $ (55.0 ) $ (33.4 ) $ 46.8 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | May 08, 2017USD ($) | May 03, 2017USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2019 |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Corporation formation date | Apr. 26, 2013 | |||||||
Amounts receivable from credit card processors | $ 800,000 | $ 300,000 | ||||||
Contingent consideration | 4,300,000 | $ 1,600,000 | ||||||
Uninsured cash and cash equivalents balances | 9,300,000 | 20,200,000 | ||||||
Trade receivables balances | 60,100,000 | 62,700,000 | ||||||
Goodwill | 980,300,000 | 1,036,500,000 | 993,700,000 | |||||
Fair value of goodwill | 571,900,000 | |||||||
Contingent consideration outstanding | 4,300,000 | |||||||
Deferred revenues | 187,300,000 | 192,400,000 | ||||||
Accounts receivable | 53,000,000 | 49,800,000 | ||||||
Insurance settlement received due to lost revenues | $ 6,100,000 | $ 6,500,000 | 10,100,000 | |||||
Other income from insurance settlement | $ 6,100,000 | 6,500,000 | ||||||
Number of operating segments, aggregated into reportable segments | Segment | 4 | |||||||
Number of reportable segments | Segment | 2 | |||||||
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | Segment | 2 | |||||||
Advertising and marketing costs | $ 17,000,000 | 15,300,000 | 12,900,000 | |||||
Expected dividend to be paid | $ 0 | |||||||
Expected dividend yield | 0.00% | |||||||
Vesting period | 10 years | |||||||
Chief Operating Decision Maker [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of executive brand portfolios | Segment | 6 | |||||||
Number of operating segment | Segment | 6 | |||||||
Number of operating segments, aggregated into reportable segments | Segment | 4 | |||||||
Number of reportable segments | Segment | 2 | |||||||
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | Segment | 2 | |||||||
Headroom [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill | $ 896,200,000 | |||||||
Minimum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of fair value of reporting unit exceeding carry value | 0.00% | |||||||
Minimum [Member] | Trade Shows [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite lived intangible assets, estimated useful life | 10 years | |||||||
Maximum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of fair value of reporting unit exceeding carry value | 18.30% | |||||||
Maximum [Member] | Headroom [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of fair value of reporting unit exceeding carry value | 5.00% | |||||||
Maximum [Member] | Trade Shows [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite lived intangible assets, estimated useful life | 30 years | |||||||
Leasehold Improvements [Member] | Minimum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment , estimated useful life | 1 year | |||||||
Leasehold Improvements [Member] | Maximum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment , estimated useful life | 10 years | |||||||
Equipment [Member] | Minimum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment , estimated useful life | 1 year | |||||||
Equipment [Member] | Maximum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment , estimated useful life | 10 years | |||||||
Interest Rate Floor [Member] | Interest Rate Swap [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Effective date | Dec. 31, 2015 | |||||||
Payment of debt | $ 0 | 500,000 | 1,400,000 | |||||
Principal amount | $ 100,000,000 | 100,000,000 | $ 100,000,000 | |||||
Derivative expired date | Dec. 31, 2018 | |||||||
Derivative liabilities | $ 0 | $ 0 | ||||||
Interest Rate Floor [Member] | Interest Rate Swap [Member] | LIBOR [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Basis spread on variable rate | 2.705% | 2.705% | 2.705% | |||||
Accounts Receivable [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 10.00% | 10.00% | ||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Trade Show and Other Events [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 92.00% | 93.00% | 93.00% | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Other Marketing Services [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 8.00% | 7.00% | 7.00% | |||||
Level 3 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Contingent consideration | $ 4,300,000 | |||||||
IPO [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Total shares of common stock sold | shares | 10,333,333 | |||||||
Total net proceeds from issuance initial public offering | $ 159,100,000 | |||||||
Underwriting discounts, commissions and expenses | $ 16,500,000 | |||||||
Term Loan Facility [Member] | IPO [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Prepayment of borrowings outstanding | $ 159,200,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value and Carrying Value of Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Debt, Fair Value | $ 513.8 | $ 554.9 |
Debt, Carrying Value | 538.4 | 573.5 |
Amended and Restated Term Loan Facility, 4.55% and 5.27% Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Fair Value | 504.3 | 516.4 |
Debt, Carrying Value | 528.4 | 533.5 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Fair Value | 9.5 | 38.5 |
Debt, Carrying Value | $ 10 | $ 40 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value and Carrying Value of Debt (Parenthetical) (Detail) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 27, 2017 | May 22, 2017 | |
LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.75% | 3.00% | ||
Amended and Restated Term Loan Facility, 4.55% and 5.27% Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.55% | 5.27% | ||
Amended and Restated Term Loan Facility, 4.55% and 5.27% Due 2024 [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.75% | 2.75% | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.52% | 5.27% | ||
Revolving Credit Facility [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.75% | 2.75% |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Customer-Relationships [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 9 years |
Customer-Relationships [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Customer-Relationships [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 10 years |
Definite-Lived Trade Names [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 22 years |
Definite-Lived Trade Names [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 10 years |
Definite-Lived Trade Names [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 30 years |
Computer Software [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 5 years |
Computer Software [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 3 years |
Computer Software [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Recently Adopted Accounting P_2
Recently Adopted Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Right-of-use lease assets | $ 18.3 | |
Right-of-use lease liabilities | $ 19.8 | |
ASU 2016-02 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Right-of-use lease assets | $ 19.7 | |
Right-of-use lease liabilities | 21.1 | |
Reclassification of unamortized lease incentives and deferred rent liabilities | $ 1.4 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue From Contract With Customer [Line Items] | |||
Current deferred revenues | $ 187.3 | $ 192.4 | |
Total deferred revenues | $ 187.4 | 192.4 | $ 194.5 |
Maximum [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
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 | $ 0.1 | $ 0 | |
Trade Show and Conference Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Concentration risk, percentage | 92.00% | 93.00% | 93.00% |
Revenues - Deferred Revenue Act
Revenues - Deferred Revenue Activity (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contract With Customer Liability [Abstract] | ||
Balance at beginning of period | $ 192.4 | $ 194.5 |
Consideration earned during the period | (308.6) | (324) |
Invoiced during the period | 302.1 | 308.1 |
Additions related to business combinations | 1.5 | 13.8 |
Balance at end of period | $ 187.4 | $ 192.4 |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) | Dec. 31, 2019 |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 1 year |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 360.9 | $ 380.7 | $ 341.7 |
Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 291.5 | 318.9 | 297.5 |
Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 39.2 | 34.9 | 18.9 |
Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 30.2 | 26.9 | 25.3 |
Commerce [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 184.7 | 215.9 | 217.4 |
Commerce [Member] | Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 177.4 | 207.2 | 200.7 |
Commerce [Member] | Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 0.6 | 0.9 | 7.9 |
Commerce [Member] | Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 6.7 | 7.8 | 8.8 |
Design and Technology [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 139.9 | 127.8 | 105.5 |
Design and Technology [Member] | Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 106.9 | 102.4 | 86 |
Design and Technology [Member] | Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 12.8 | 9.6 | 7.5 |
Design and Technology [Member] | Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 20.2 | 15.8 | 12 |
All Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 36.3 | 37 | 18.8 |
All Other [Member] | Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 7.2 | 9.3 | 10.8 |
All Other [Member] | Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 25.8 | 24.4 | 3.5 |
All Other [Member] | Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 3.3 | $ 3.3 | $ 4.5 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | Nov. 01, 2019 | Oct. 15, 2018 | Aug. 20, 2018 | Nov. 29, 2017 | May 24, 2017 | Mar. 10, 2017 | Jan. 25, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill acquired | $ 12,900,000 | $ 42,800,000 | ||||||||||||||
Contingent consideration on purchase price | $ 4,300,000 | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | 4,300,000 | $ 1,600,000 | ||||||||||
Amount drawn from revolving credit facility for funding of transaction | 16,000,000 | 50,000,000 | 43,000,000 | |||||||||||||
Net income | (50,000,000) | $ (25,100,000) | 81,800,000 | |||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Amount drawn from revolving credit facility for funding of transaction | 43,000,000 | |||||||||||||||
G3 Communications [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price | $ 15,700,000 | |||||||||||||||
Working capital adjustment | 1,400,000 | |||||||||||||||
Contingent consideration on purchase price | 4,300,000 | 4,300,000 | 4,300,000 | |||||||||||||
Revenues | 1,300,000 | |||||||||||||||
Net income | 200,000 | |||||||||||||||
G3 Communications [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition costs incurred | 400,000 | |||||||||||||||
G3 Communications [Member] | Revolving Credit Facility [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Amount drawn from revolving credit facility for funding of transaction | $ 5,000,000 | |||||||||||||||
Boutique Design New York [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price | $ 45,100,000 | |||||||||||||||
Working capital adjustment | 8,700,000 | |||||||||||||||
Contingent consideration on purchase price | 1,800,000 | |||||||||||||||
Revenues | $ 12,700,000 | |||||||||||||||
Net income | $ 3,100,000 | |||||||||||||||
Boutique Design New York [Member] | Accounts Payable and Other Current Liabilities and Other Noncurrent Liabilities [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration on purchase price | 700,000 | 700,000 | ||||||||||||||
Boutique Design New York [Member] | Other Noncurrent Liabilities [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration on purchase price | 100,000 | 100,000 | ||||||||||||||
Boutique Design New York [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition costs incurred | $ 700,000 | |||||||||||||||
Technology Brands [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price | $ 27,800,000 | |||||||||||||||
Working capital adjustment | 500,000 | |||||||||||||||
Revenues | $ 5,400,000 | |||||||||||||||
Net income | $ 900,000 | |||||||||||||||
Technology Brands [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition costs incurred | $ 600,000 | |||||||||||||||
CPMG [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price | $ 36,600,000 | |||||||||||||||
Working capital adjustment | 1,400,000 | |||||||||||||||
CPMG [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition costs incurred | $ 300,000 | |||||||||||||||
Snow Show [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price | $ 16,800,000 | |||||||||||||||
Working capital adjustment | 300,000 | |||||||||||||||
Contingent consideration on purchase price | $ 400,000 | |||||||||||||||
Business combination deferred payment term | 10 years | |||||||||||||||
Snow Show [Member] | Other Noncurrent Liabilities [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration on purchase price | $ 100,000 | $ 100,000 | ||||||||||||||
Snow Show [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition costs incurred | $ 300,000 | |||||||||||||||
InterDrone [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price | $ 8,200,000 | |||||||||||||||
Working capital adjustment | 200,000 | |||||||||||||||
Contingent consideration on purchase price | 3,800,000 | 4,100,000 | 4,100,000 | 4,100,000 | $ 4,100,000 | |||||||||||
Revenues | $ 1,700,000 | |||||||||||||||
Cash paid on purchase price consideration | 4,400,000 | |||||||||||||||
InterDrone [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition costs incurred | $ 400,000 | |||||||||||||||
Increase (decrease) in fair value of contingent consideration liability | $ 300,000 | |||||||||||||||
CEDIA [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price | $ 34,800,000 | |||||||||||||||
Working capital adjustment | 1,200,000 | |||||||||||||||
Revenues | $ 7,000,000 | |||||||||||||||
CEDIA [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition costs incurred | $ 200,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the Fair Value of the Acquired Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Nov. 01, 2019 | Dec. 31, 2018 | Oct. 15, 2018 | Aug. 20, 2018 | Dec. 31, 2017 | Nov. 29, 2017 | May 24, 2017 | Mar. 10, 2017 | Jan. 25, 2017 |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 980.3 | $ 1,036.5 | $ 993.7 | |||||||
G3 Communications [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Prepaid expenses | $ 0.3 | |||||||||
Goodwill | 12.9 | |||||||||
Intangible assets | 4 | |||||||||
Deferred revenues | (1.5) | |||||||||
Purchase price, including working capital adjustment | $ 15.7 | |||||||||
Boutique Design New York [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Trade and other receivables | $ 1.5 | |||||||||
Prepaid expenses | 1.9 | |||||||||
Goodwill | 29.2 | |||||||||
Intangible assets | 24.6 | |||||||||
Deferred revenues | (12.1) | |||||||||
Purchase price, including working capital adjustment | $ 45.1 | |||||||||
Technology Brands [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Prepaid expenses | $ 1.5 | |||||||||
Goodwill | 14.2 | |||||||||
Intangible assets | 14.2 | |||||||||
Deferred revenues | (1.7) | |||||||||
Other current liabilities | (0.4) | |||||||||
Purchase price, including working capital adjustment | $ 27.8 | |||||||||
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 | |||||||||
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 | |||||||||
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 | |||||||||
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 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Pro-forma revenues | $ 369.9 | $ 400.9 |
Pro-forma net loss | $ (48.8) | $ (26.3) |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 8.8 | $ 7.8 |
Less: Accumulated depreciation | (4.6) | (4.1) |
Property and equipment, net | 4.2 | 3.7 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5.8 | 5.5 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3 | $ 2.3 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense related to property and equipment | $ 1.1 | $ 1 | $ 0.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||||
Goodwill, beginning balance | $ 1,036,500,000 | $ 993,700,000 | |||
Allocation of goodwill to segments | 1,036,500,000 | ||||
Goodwill acquired during period including purchase price adjustment | 43,400,000 | ||||
Adjustments | (600,000) | ||||
Goodwill acquired during period including impairment | 12,900,000 | ||||
Impairments | $ (59,800,000) | $ (9,300,000) | (69,100,000) | 0 | $ 0 |
Goodwill, ending balance | 980,300,000 | 980,300,000 | $ 1,036,500,000 | $ 993,700,000 | |
Commerce [Member] | |||||
Goodwill [Line Items] | |||||
Allocation of goodwill to segments | 640,300,000 | ||||
Impairments | (41,900,000) | ||||
Goodwill, ending balance | 598,400,000 | 598,400,000 | |||
Design and Technology [Member] | |||||
Goodwill [Line Items] | |||||
Allocation of goodwill to segments | 361,300,000 | ||||
Impairments | (24,000,000) | ||||
Goodwill, ending balance | 337,300,000 | 337,300,000 | |||
All Other [Member] | |||||
Goodwill [Line Items] | |||||
Allocation of goodwill to segments | 34,900,000 | ||||
Goodwill acquired during period including impairment | 12,900,000 | ||||
Impairments | (3,200,000) | ||||
Goodwill, ending balance | $ 44,600,000 | $ 44,600,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2019 | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill impairments | $ 59,800,000 | $ 9,300,000 | $ 69,100,000 | $ 0 | $ 0 | |
Goodwill | 980,300,000 | 980,300,000 | 1,036,500,000 | 993,700,000 | ||
Fair value of goodwill | 571,900,000 | 571,900,000 | ||||
Accumulated goodwill impairment charges | 69,100,000 | 69,100,000 | ||||
Amortization expense | 51,000,000 | 45,800,000 | 42,300,000 | |||
Intangible asset impairments | 17,000,000 | 104,300,000 | 0 | |||
Impairments of finite-lived assets | 12,100,000 | |||||
Impairment of indefinite-lived intangible assets | 17,000,000 | 104,300,000 | ||||
Impairment charges of indefinite-lived intangible assets remaining of fair value | 10,000,000 | 10,000,000 | ||||
Impairment charges of long-lived assets remaining of fair value | 2,200,000 | 2,200,000 | ||||
Commerce [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill impairments | 41,900,000 | |||||
Goodwill | 598,400,000 | 598,400,000 | ||||
Impairment of long-lived assets | 0 | |||||
Design and Technology [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill impairments | 24,000,000 | |||||
Goodwill | 337,300,000 | 337,300,000 | ||||
Impairment of long-lived assets | 4,300,000 | |||||
Customer-Relationships [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Impairments of finite-lived assets | 8,700,000 | 13,700,000 | 0 | |||
Impairment of long-lived assets | 13,700,000 | 0 | ||||
Trade Names [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Intangible asset impairments | 8,300,000 | 90,600,000 | 0 | |||
Impairment of indefinite-lived intangible assets | 4,900,000 | $ 90,600,000 | $ 0 | |||
Trade Names [Member] | Commerce [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Impairment of indefinite-lived intangible assets | 700,000 | |||||
Trade Names [Member] | Design and Technology [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Impairment of indefinite-lived intangible assets | 3,600,000 | |||||
Headroom [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill | $ 896,200,000 | $ 896,200,000 | ||||
Maximum [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Estimated future net cash flows discounted rate | 10.00% | 10.00% | ||||
Weighted average cost of capital discount rate | 10.50% | 10.50% | ||||
Percentage of fair value of reporting unit exceeding carry value | 18.30% | |||||
Maximum [Member] | Headroom [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Percentage of fair value of reporting unit exceeding carry value | 5.00% | 5.00% | ||||
Minimum [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Estimated future net cash flows discounted rate | 5.00% | 5.00% | ||||
Weighted average cost of capital discount rate | 8.80% | 8.80% | ||||
Percentage of fair value of reporting unit exceeding carry value | 0.00% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Indefinite-lived intangible assets, Impairments | $ (17,000,000) | $ (104,300,000) | |
Intangible assets, gross, Beginning balance | 633,300,000 | 715,700,000 | |
Intangible assets, gross, Additions | 5,100,000 | 39,800,000 | |
Intangible assets, gross, Impairments | (19,700,000) | (122,700,000) | |
Intangible assets, gross, Transfers | 600,000 | 500,000 | |
Intangible assets, gross, Ending balance | 619,300,000 | 633,300,000 | $ 715,700,000 |
Accumulated amortization, Beginning balance | (198,500,000) | (171,100,000) | |
Accumulated amortization, Additions | (51,000,000) | (45,800,000) | |
Accumulated amortization, Impairments | 2,700,000 | 18,400,000 | |
Accumulated amortization, Ending balance | (246,800,000) | (198,500,000) | (171,100,000) |
Total intangible assets, net, Beginning balance | 435,300,000 | 545,000,000 | |
Total intangible assets, net, Additions | (44,500,000) | (5,400,000) | |
Total intangible assets, net, Impairments | (17,000,000) | (104,300,000) | 0 |
Total intangible assets, net, Ending balance | 373,800,000 | 435,300,000 | 545,000,000 |
Customer Relationships [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Amortized intangibles, Beginning balance | 399,200,000 | 408,800,000 | |
Amortized intangibles, Additions | 2,500,000 | 22,500,000 | |
Amortized intangible, Impairments | (11,300,000) | (32,100,000) | |
Amortized intangibles, Ending balance | 390,400,000 | 399,200,000 | 408,800,000 |
Accumulated amortization, Beginning balance | (190,900,000) | (165,700,000) | |
Accumulated amortization, Additions | (43,600,000) | (43,600,000) | |
Accumulated amortization, Impairments | 2,600,000 | 18,400,000 | |
Accumulated amortization, Ending balance | (231,900,000) | (190,900,000) | (165,700,000) |
Trade Names [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Amortized intangibles, Beginning balance | 106,600,000 | ||
Amortized intangibles, Additions | 2,500,000 | 9,500,000 | |
Amortized intangible, Impairments | (3,500,000) | ||
Amortized intangibles, Transfers | 97,100,000 | ||
Amortized intangibles, Ending balance | 105,600,000 | 106,600,000 | |
Accumulated amortization, Beginning balance | (1,000,000) | ||
Accumulated amortization, Additions | (6,000,000) | (1,000,000) | |
Accumulated amortization, Impairments | 100,000 | ||
Accumulated amortization, Ending balance | (6,900,000) | (1,000,000) | |
Computer Software [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Amortized intangibles, Beginning balance | 9,900,000 | 8,400,000 | |
Amortized intangibles, Additions | 100,000 | 1,000,000 | |
Amortized intangibles, Transfers | 600,000 | 500,000 | |
Amortized intangibles, Ending balance | 10,600,000 | 9,900,000 | 8,400,000 |
Accumulated amortization, Beginning balance | (6,600,000) | (5,400,000) | |
Accumulated amortization, Additions | (1,400,000) | (1,200,000) | |
Accumulated amortization, Ending balance | (8,000,000) | (6,600,000) | (5,400,000) |
Capitalized Software in Progress [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Capitalized software in progress, Beginning balance | 500,000 | 400,000 | |
Capitalized software in progress, Additions | 1,400,000 | 600,000 | |
Capitalized software in progress, Transfers | (600,000) | (500,000) | |
Capitalized software in progress, Ending balance | 1,300,000 | 500,000 | 400,000 |
Trade Names [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Indefinite-lived intangible assets, Beginning balance | 117,600,000 | 298,500,000 | |
Indefinite-lived intangible assets, Additions | 6,800,000 | ||
Indefinite-lived intangible assets, Impairments | (4,900,000) | (90,600,000) | 0 |
Indefinite-lived intangible assets, Transfers | (97,100,000) | ||
Indefinite-lived intangible assets, Ending balance | 112,700,000 | 117,600,000 | 298,500,000 |
Total intangible assets, net, Impairments | $ (8,300,000) | $ (90,600,000) | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2020 | $ 49.7 |
2021 | 48 |
2022 | 45.8 |
2023 | 32.2 |
2024 | 11.8 |
Thereafter | 72.4 |
Estimated future amortization expense | $ 259.9 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | May 22, 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 | 519.7 | 524.2 | |
Amended and Restated Term Loan Facility, 4.55% and 5.27% Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan Facility | $ 525.4 | $ 529.9 | $ 565 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 27, 2017 | May 22, 2017 | |
LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.75% | 3.00% | ||
Amended and Restated Term Loan Facility, 4.55% and 5.27% Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.55% | 5.27% | ||
Maturity year | 2024 | 2024 | ||
Unamortized discount | $ 2.5 | $ 3 | $ 1.4 | |
Unamortized deferred financing fees | $ 3 | $ 3.6 | $ 2.6 | |
Amended and Restated Term Loan Facility, 4.55% and 5.27% Due 2024 [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.75% | 2.75% |
Debt - Amended and Restated Sen
Debt - Amended and Restated Senior Secured Credit Facilities - Additional Information (Detail) - USD ($) $ in Millions | Nov. 29, 2017 | Nov. 27, 2017 | May 22, 2017 | May 08, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||||
Proceeds from borrowings on term loan | $ 0 | $ 0 | $ 13 | |||||
LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 2.75% | 3.00% | ||||||
ABR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 1.75% | 2.00% | ||||||
Term Loan Facility [Member] | IPO [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment of borrowings outstanding | $ 159.2 | |||||||
Amended and Restated Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Decrease in applicable margin | 0.25% | |||||||
Secured debt | $ 565 | $ 529.9 | 525.4 | 529.9 | ||||
Proceeds from borrowings on term loan | 563.6 | |||||||
Original issuance discount | 1.4 | 3 | 2.5 | 3 | ||||
Payments of third party fees | 6.4 | |||||||
Additional payment of third party fees | 1.5 | |||||||
Interest expense recognized from third party fees | 3.8 | |||||||
Payments of third party fees | 2.6 | |||||||
Deferred financing fees | 2.6 | $ 3.6 | $ 3 | $ 3.6 | ||||
Applicable margin | 5.27% | 4.55% | 5.27% | |||||
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.75% | 2.75% | ||||||
Amended and Restated Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Decrease in applicable margin | 0.25% | |||||||
Payments of deferred financing fees | 0.8 | |||||||
Deferred financing fees | $ 0.8 | |||||||
First lean ratio | 2.33% | |||||||
Amount outstanding under the credit facility | $ 40 | $ 10 | $ 40 | |||||
Amended and Restated Revolving Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unutilized commitments fee percentage | 0.50% | |||||||
Amended and Restated Revolving Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unutilized commitments fee percentage | 0.375% | |||||||
Amended And Restated Senior Secured Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment of borrowings outstanding | $ 0 | 20 | $ 0 | |||||
Interest expense recognized from third party fees | $ 0.7 | |||||||
Amended And Restated Senior Secured Credit Facilities | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Amended And Restated Senior Secured Credit Facilities | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Amended and Restated Revolving Credit Facility and Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stand-by letters of credit | $ 0.9 | $ 1 | $ 0.9 | |||||
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 | |||||||
Net Leverage Ratio lower than 2.75 [Member] | Amended And Restated Senior Secured Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Decrease in applicable margin | 0.25% | |||||||
Net leverage ratio | 275.00% | |||||||
Net Leverage Ratio is Less Than 2.50 [Member] | Amended and Restated Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Decrease in applicable margin | 0.25% | |||||||
Net leverage ratio | 250.00% |
Debt - Payments and Commitment
Debt - Payments and Commitment Reductions - Additional Information (Detail) - USD ($) $ in Millions | May 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Amended and Restated Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan facility, frequency of payments | The Amended and Restated Term Loan Facility requires repayment in equal quarterly installments | |||
Quarterly installment percentage of principal amount outstanding | 0.25% | |||
Term loan facility, principal amount outstanding | $ 565 | $ 525.4 | $ 529.9 | |
Term loan facility, installment payment commencement date | Sep. 29, 2017 | |||
Percentage of prepayment on excess cash flow | 50.00% | |||
Percentage of excess cash flow, leverage based threshold step down one | 25.00% | |||
Percentage of excess cash flow, leverage based threshold step down two | 0.00% | |||
Percentage of prepayment on net cash proceeds from asset sales and casualty events | 100.00% | |||
Amended And Restated Senior Secured Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
EEH voluntary repayments on borrowings | $ 0 | $ 20 | $ 0 |
Debt - Guarantees; Collateral;
Debt - Guarantees; Collateral; Covenants; Events of Default - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Proceeds from borrowings | $ 16,000,000 | $ 50,000,000 | $ 43,000,000 |
Repayment of line of credit | $ 46,000,000 | 10,000,000 | 43,000,000 |
Amended and Restated Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35.00% | ||
Proceeds from borrowings | $ 16,000,000 | 50,000,000 | |
Repayment of line of credit | 46,000,000 | $ 10,000,000 | |
Amended and Restated Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding amount | $ 10,000,000 | ||
Amended and Restated Revolving Credit Facility [Member] | First Lien [Member] | |||
Debt Instrument [Line Items] | |||
Secured leverage ratio | 550.00% | ||
Amended And Restated Senior Secured Credit Facilities | |||
Debt Instrument [Line Items] | |||
Description of events of default | Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities through December 31, 2019. | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from borrowings | 43,000,000 | ||
Repayment of line of credit | $ 43,000,000 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 1.4 | $ 1.7 | $ 4.6 |
Realized and unrealized gain on interest rate swap and floor, net | (0.3) | ||
Interest expense, total | 30.3 | 29.1 | 38.3 |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on senior secured term loan and senior notes | 27.2 | 26.5 | 32.6 |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility interest and commitment fees | $ 1.7 | $ 1.2 | $ 1.1 |
Debt - Interest Rate Swap and F
Debt - Interest Rate Swap and Floor - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Unrealized gain on derivatives | $ 0 | $ 800,000 | $ 1,400,000 |
Interest Rate Floor [Member] | Interest Rate Swap [Member] | |||
Debt Instrument [Line Items] | |||
Effective date | Dec. 31, 2015 | ||
Payment of debt | $ 0 | 500,000 | 1,400,000 |
Realized losses on derivative | 0 | 500,000 | 1,400,000 |
Principal amount | 100,000,000 | 100,000,000 | 100,000,000 |
Unrealized gain on derivatives | 0 | 800,000 | $ 1,400,000 |
Derivative liabilities | $ 0 | $ 0 | |
Interest Rate Floor [Member] | Interest Rate Swap [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.705% | 2.705% | 2.705% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 12 months | ||
Lessee, operating lease, existence of option to extend | true | ||
Lease renewal term, operating lease | 5 years | ||
Lessee, operating lease, existence of option to terminate | true | ||
Weighted-average remaining lease term | 6 years 1 month 6 days | ||
Rent expense | $ 4.4 | $ 4 | $ 4.3 |
Variable lease costs | $ 0.2 | ||
Weighted-average discount rate | 5.16% | ||
Cost Of Revenues [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 1.2 | 1.1 | 1.1 |
Selling, General and Administrative Expenses [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 3.2 | $ 2.9 | $ 3.2 |
Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 6 months | ||
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 8 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Right-of-Use Lease Liabilities (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 4.2 |
2021 | 3.8 |
2022 | 3.2 |
2023 | 3.2 |
2024 | 2.9 |
Thereafter | 5.3 |
Minimum lease payments | 22.6 |
Less: Imputed interest | (2.8) |
Right-of-use lease liabilities | $ 19.8 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Lease (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 3.9 |
2020 | 4 |
2021 | 3.4 |
2022 | 3 |
2023 | 3 |
Thereafter | 7.9 |
Total | $ 25.2 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid reported as operating activities on the consolidated statements of cash flows | $ 4 |
Right-of-use lease assets obtained in exchange for new right-of-use lease liabilities | $ 1.9 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | |||
Cash and cash equivalents | $ 9,600,000 | $ 20,500,000 | |
Total assets at fair value | 9,600,000 | 20,500,000 | |
Liabilities | |||
Market-based share awards liability | 600,000 | ||
Contingent consideration | 4,300,000 | $ 1,600,000 | |
Total liabilities at fair value | 4,900,000 | ||
Level 3 [Member] | |||
Liabilities | |||
Contingent consideration | 4,300,000 | ||
Fair Value Measurements Recurring [Member] | |||
Liabilities | |||
Total liabilities at fair value | 0 | ||
Fair Value Measurements Recurring [Member] | Level 1 [Member] | |||
Assets | |||
Cash and cash equivalents | 9,600,000 | 20,500,000 | |
Total assets at fair value | 9,600,000 | 20,500,000 | |
Liabilities | |||
Market-based share awards liability | 0 | ||
Contingent consideration | 0 | ||
Total liabilities at fair value | 0 | ||
Fair Value Measurements Recurring [Member] | Level 2 [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Total assets at fair value | 0 | 0 | |
Liabilities | |||
Market-based share awards liability | 0 | ||
Contingent consideration | 0 | ||
Total liabilities at fair value | 0 | ||
Fair Value Measurements Recurring [Member] | Level 3 [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Total assets at fair value | 0 | $ 0 | |
Liabilities | |||
Market-based share awards liability | 600,000 | ||
Contingent consideration | 4,300,000 | ||
Total liabilities at fair value | $ 4,900,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 4,300,000 | $ 1,600,000 | |
Increase in fair value of contingent consideration liabilities | $ 500,000 | ||
Liabilities measured at fair value | $ 4,900,000 | ||
Fair Value Measurements Recurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value | $ 0 |
Related-Party and Former Pare_2
Related-Party and Former Parent Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 66.00% | ||
ASM Global [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 0 | |
ASM Global [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for catering services | $ 600,000 | 100,000 | $ 400,000 |
Onex Partners [Member] | Holding [Member] | |||
Related Party Transaction [Line Items] | |||
Services agreement transaction date | Jun. 17, 2013 | ||
Onex Partners [Member] | Selling, General and Administrative Expenses [Member] | Expertise And Advisory Services [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction, services expense | $ 0 | $ 0 | $ 200,000 |
Shareholders' Equity and Stoc_3
Shareholders' Equity and Stock-Based Compensation - Additional Information (Detail) | Jan. 31, 2019USD ($)hshares | May 03, 2017shares | Dec. 31, 2019USD ($)TrancheAward$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Jul. 31, 2019USD ($) | Nov. 20, 2018USD ($) | Apr. 30, 2017shares | Jul. 19, 2013shares | Jun. 17, 2013shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Repurchase of common stock | $ 8,300,000 | $ 19,400,000 | ||||||||
Vesting period of option grants | 10 years | |||||||||
Stock-based compensation expense | $ 600,000 | 0 | $ 0 | |||||||
Liability for awards | 600,000 | |||||||||
Fair value at grant date | 4,800,000 | |||||||||
Fair value of the awards | $ 4,000,000 | |||||||||
Weighted-average remaining service period(in years) | 3 years 2 months 12 days | |||||||||
Stock Option Grants [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 3,400,000 | 3,200,000 | 1,700,000 | |||||||
Deferred tax benefit for stock-based compensation | $ 1,700,000 | 500,000 | 600,000 | |||||||
Stock Options [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of stock options vested and exercisable | shares | 5,196,341 | |||||||||
Total fair value of shares vested based on weighted average grant date fair value | $ 2,700,000 | 3,600,000 | 3,700,000 | |||||||
Unrecognized stock-based compensation expense | $ 3,600,000 | |||||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 10 months 24 days | |||||||||
Restricted Stock Units ("RSUs") [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 3,700,000 | $ 2,900,000 | 700,000 | |||||||
Estimated shares of common stock granted | shares | 508,000 | 357,000 | ||||||||
Weighted-average grant date fair value | $ / shares | $ 12.30 | $ 20.77 | ||||||||
RSUs [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation expense | $ 4,900,000 | |||||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 7 months 6 days | |||||||||
Market-based Share Awards [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 600,000 | $ 0 | 0 | |||||||
Employee right to receive restricted stock equal to maximum cash price | 16,900,000 | |||||||||
Increase in maximum cash value of share award in aggregate | $ 18,900,000 | |||||||||
Share based compensation unvested | shares | 18,900,000 | |||||||||
Estimated weighted average conversion threshold | $ / shares | $ 21.06 | |||||||||
Estimated shares of common stock issue upon conversion | shares | 190,000 | |||||||||
Estimated shares of common stock granted | shares | 190,000 | |||||||||
Weighted-average grant date fair value | $ / shares | $ 25.13 | |||||||||
Number of tranches | Tranche | 4 | |||||||||
Number of specified award values and specified stock price targets | Award | 4 | |||||||||
Contractual term | 10 years | |||||||||
Weighted-average expected term (in years) | 3 years 8 months 12 days | |||||||||
Minimum [Member] | Market-based Share Awards [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share based compensation target price per share | $ / shares | $ 18 | |||||||||
Maximum [Member] | Market-based Share Awards [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share based compensation target price per share | $ / shares | $ 24 | |||||||||
2013 Stock Option Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, reserved for issuance | shares | shares | 29,868,625 | 4,963,875 | ||||||||
Common stock, available for grant | shares | 22,187,125 | |||||||||
Option grants contractual term | 10 years | |||||||||
Vesting period of option grants | 5 years | |||||||||
2013 Stock Option Plan [Member] | Year One [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Option vesting percentage | 20.00% | |||||||||
2013 Stock Option Plan [Member] | Year Two [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Option vesting percentage | 20.00% | |||||||||
2013 Stock Option Plan [Member] | Year Three [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Option vesting percentage | 20.00% | |||||||||
2013 Stock Option Plan [Member] | Year Four [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Option vesting percentage | 20.00% | |||||||||
2013 Stock Option Plan [Member] | Year Five [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Option vesting percentage | 20.00% | |||||||||
2017 Omnibus Equity Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, reserved for issuance | shares | shares | 1,124,656 | 5,000,000 | ||||||||
Vesting period of option grants | 4 years | |||||||||
2017 Omnibus Equity Plan [Member] | Minimum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period of option grants | 3 years | |||||||||
2019 Employee Stock Purchase Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, reserved for issuance | shares | shares | 500,000 | |||||||||
Percentage of discount received | 10 | |||||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | |||||||
Offering period beginning date | 2019-02 | |||||||||
Offering period ending date | 2019-08 | |||||||||
Stock issued during period, shares | shares | 8,426,000 | |||||||||
2019 Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of hours per week worked by employees for eligible | h | 20 | |||||||||
Number of months of service to be completed for eligible | 6 months | |||||||||
2019 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Amount of compensation | $ 150,000 | |||||||||
July 2019 Share Repurchase Program [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 30,000,000 | |||||||||
Repurchase of common stock, shares | shares | 810,120 | |||||||||
Repurchase of common stock | $ 7,700,000 | |||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 22,200,000 | |||||||||
November 2018 Share Repurchase Program [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 20 | |||||||||
Repurchase of common stock, shares | shares | 43,437 | 1,627,248 | ||||||||
Repurchase of common stock | $ 600,000 | $ 19,400,000 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 0 | |||||||||
IPO [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Total shares of common stock sold | shares | 10,333,333 |
Shareholders' Equity and Stoc_4
Shareholders' Equity and Stock-Based Compensation - Summary of Dividends Paid - (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Cash dividend paid | $ 21.3 | $ 21 | $ 15.2 | |||||||||||
Director [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Dividend declared on | Oct. 31, 2019 | Jul. 30, 2019 | Apr. 30, 2019 | Feb. 5, 2019 | Oct. 26, 2018 | Jul. 31, 2018 | May 1, 2018 | Jan. 26, 2018 | Oct. 27, 2017 | Aug. 1, 2017 | May 24, 2017 | |||
Shareholders of record on | Nov. 14, 2019 | Aug. 13, 2019 | May 14, 2019 | Feb. 19, 2019 | Nov. 14, 2018 | Aug. 14, 2018 | May 15, 2018 | Feb. 9, 2018 | Nov. 16, 2017 | Aug. 17, 2017 | Jun. 7, 2017 | |||
Dividend paid on | Nov. 27, 2019 | Aug. 27, 2019 | May 28, 2019 | Mar. 5, 2019 | Nov. 26, 2018 | Aug. 28, 2018 | May 29, 2018 | Feb. 23, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | Jun. 21, 2017 | |||
Dividend per share | $ 0.0750 | $ 0.0750 | $ 0.0750 | $ 0.0725 | $ 0.0725 | $ 0.0725 | $ 0.0725 | $ 0.0700 | $ 0.0700 | $ 0.0700 | $ 0.0700 | |||
Cash dividend paid | $ 5.3 | $ 5.4 | $ 5.4 | $ 5.2 | $ 5.3 | $ 5.3 | $ 5.3 | $ 5.1 | $ 5.1 | $ 5.1 | $ 5.1 |
Shareholder's Equity and Stock-
Shareholder's Equity and Stock-Based Compensation - Fair Value of Stock Options Estimated on Grant Date Using Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Black-Scholes Option Pricing Model [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend yield | 1.30% | ||
Weighted-average fair value at grant date | $ 2.36 | $ 4.76 | $ 5.53 |
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, minimum | 21.70% | 23.60% | 24.10% |
Dividend yield | 2.20% | 1.30% | |
Risk-free interest rate, minimum | 1.90% | 2.50% | 1.90% |
Expected term (in years) | 6 years 6 months | 5 years 6 months | 5 years 3 months 18 days |
Black-Scholes Option Pricing Model [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, maximum | 23.20% | 25.10% | 26.00% |
Dividend yield | 2.30% | 1.70% | |
Risk-free interest rate, maximum | 2.50% | 3.00% | 2.00% |
Expected term (in years) | 7 years | 7 years | 7 years |
Shareholders' Equity and Stoc_5
Shareholders' Equity and Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Options Outstanding, Beginning Balance | 7,085 | 6,553 | |
Number of Options, Granted | 987 | 1,873 | |
Number of Options, Exercised | (528) | (601) | |
Number of Options, Forfeited | (393) | (740) | |
Number of Options Outstanding, Ending Balance | 7,151 | 7,085 | 6,553 |
Number of Options, Exercisable | 5,196 | ||
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 12.62 | $ 10.82 | |
Weighted-Average Exercise Price per Option, Granted | 12.29 | 19.34 | |
Weighted-Average Exercise Price per Option, Exercised | 8 | 10.80 | |
Weighted-Average Exercise Price per Option, Forfeited | 15.83 | 15.13 | |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 12.74 | $ 12.62 | $ 10.82 |
Weighted-Average Exercise Price per Option, Exercisable | $ 11.55 | ||
Weighted-Average Remaining Contractual Term, Outstanding Balance | 4 years 4 months 24 days | 5 years | 5 years 10 months 24 days |
Weighted-Average Remaining Contractual Term, Exercisable | 2 years 8 months 12 days | ||
Aggregate Intrinsic Value, Outstanding Balance | $ 5.8 | $ 13 | $ 62.5 |
Aggregate Intrinsic Value, Exercisable | $ 5.8 |
Shareholders' Equity and Stoc_6
Shareholders' Equity and Stock-Based Compensation - Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options (Detail) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | 7,151,000 |
Exercise Price $8.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 8 |
Number of Options (share data in thousands) | 2,249,000 |
Weighted Average Remaining Contractual Life | 2 years 1 month 6 days |
Exercise Price $11.41 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 11.41 |
Number of Options (share data in thousands) | 169,000 |
Weighted Average Remaining Contractual Life | 9 years 5 months 4 days |
Exercise Price $10.40 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 10.40 |
Number of Options (share data in thousands) | 200,000 |
Weighted Average Remaining Contractual Life | 3 years 10 months 28 days |
Exercise Price $12.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 12 |
Number of Options (share data in thousands) | 1,362,000 |
Weighted Average Remaining Contractual Life | 2 years 1 month 24 days |
Exercise Price $12.47 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 12.47 |
Number of Options (share data in thousands) | 707,000 |
Weighted Average Remaining Contractual Life | 9 years 2 months 15 days |
Exercise Price $13.03 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 13.03 |
Number of Options (share data in thousands) | 8,000 |
Weighted Average Remaining Contractual Life | 6 years 1 month 13 days |
Exercise Price $14.13 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 14.13 |
Number of Options (share data in thousands) | 42,000 |
Weighted Average Remaining Contractual Life | 8 years 9 months 29 days |
Exercise Price $16.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 16 |
Number of Options (share data in thousands) | 991,000 |
Weighted Average Remaining Contractual Life | 2 years 7 months 9 days |
Exercise Price $16.50 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 16.50 |
Number of Options (share data in thousands) | 728,000 |
Weighted Average Remaining Contractual Life | 8 years 6 months 18 days |
Exercise Price $22.08 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 22.08 |
Number of Options (share data in thousands) | 650,000 |
Weighted Average Remaining Contractual Life | 7 years 8 months 19 days |
Exercise Price $22.66 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 22.66 |
Number of Options (share data in thousands) | 45,000 |
Weighted Average Remaining Contractual Life | 7 years 8 months 23 days |
Shareholder's Equity and Stoc_2
Shareholder's Equity and Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units ("RSUs") [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of RSUs Unvested, Beginning Balance | 403 | 103 |
Number of RSUs, Granted | 508 | 357 |
Number of RSUs, Forfeited | (128) | (37) |
Number of RSUs, Vested | (115) | (20) |
Number of RSUs Unvested, Ending Balance | 668 | 403 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ 20.91 | $ 22.03 |
Weighted Average Grant Date Fair Value per Share, Granted | 12.30 | 20.77 |
Weighted Average Grant Date Fair Value per Share, Forfeited | 17.43 | 22.22 |
Weighted Average Grant Date Fair Value per Share, Vested | 21.05 | 21.76 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ 15 | $ 20.91 |
Shareholder's Equity and Stoc_3
Shareholder's Equity and Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Granted and Remeasured (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0.00% | |
Market-based Share Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 33.60% | 35.00% |
Dividend yield | 2.63% | 2.84% |
Risk-free interest rate | 2.06% | 1.90% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted (Loss) Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Net (loss) income | $ (50) | $ (25.1) | $ 81.8 |
Weighted average common shares outstanding | 71,719 | 72,887 | 68,912 |
Basic (loss) earnings per share | $ (0.70) | $ (0.34) | $ 1.19 |
Diluted effect of stock options | 3,204 | ||
Diluted weighted average common shares outstanding | 71,719 | 72,887 | 72,116 |
Diluted (loss) earnings per share | $ (0.70) | $ (0.34) | $ 1.13 |
Anti-dilutive shares excluded from diluted earnings per share calculation | 4,996 | 1,609 | 63 |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 50.00% | ||
Compensation expense for employer matching contribution | $ 1.1 | $ 1 | $ 0.9 |
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage of eligible plan participant's compensation for contribution period | 6.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Statutory federal income tax rate | 21.00% | 21.00% | 35.00% | |
Provisional tax benefit recorded | $ 52.1 | |||
Additional income tax benefit | $ 0.2 | |||
Increase to effective income tax rate | 0.70% | |||
Gross unrecognized tax benefits | $ 1.1 | $ 1.1 | $ 1.7 | $ 0.4 |
Tax benefit witin provision for income taxes | $ 1.1 | |||
Tax examinations, description | The Company’s federal tax returns for 2016 through 2019 years remain open for examination by the IRS. In most cases, the Company’s state tax returns for 2016 through 2019 remain open and are subject to income tax examinations by state taxing authorities. | |||
Federal [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | $ 2.7 | $ 2.8 | ||
Federal [Member] | Earliest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax years | 2016 | |||
Federal [Member] | Latest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax years | 2019 | |||
State [Member] | Earliest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax years | 2016 | |||
State [Member] | Latest Tax Year [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax years | 2019 |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Income Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current | |||
Federal | $ 7.8 | $ 11.5 | $ 0.6 |
State and local | 2.6 | 5 | 4.3 |
Total current provision for income taxes | 10.4 | 16.5 | 4.9 |
Deferred | |||
Federal | (11.1) | (19.1) | (38.9) |
State and local | (4.3) | (5.7) | (1) |
Total deferred provision for income taxes | (15.4) | (24.8) | (39.9) |
Total benefit from income taxes | $ (5) | $ (8.3) | $ (35) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Reconciliation (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes | $ (55) | $ (33.4) | $ 46.8 |
U.S. statutory tax rate | 21.00% | 21.00% | 35.00% |
Taxes at the U.S. statutory rate | $ (11.5) | $ (7) | $ 16.4 |
Tax effected differences | |||
State and local taxes, net of federal benefit | (0.8) | (1.7) | 1.9 |
Excess tax deductions on share-based payments | 0.3 | (0.9) | (1) |
Return to provision adjustments | (0.1) | (1.4) | |
Change in tax rates | (0.6) | 1.2 | (52.1) |
Adjustments under SAB 118 | (0.2) | ||
Change in uncertain tax positions | 1.2 | (0.4) | |
Nondeductible expenses | 7.6 | 0.3 | 0.2 |
Other, net | 0.1 | 0.2 | |
Total benefit from income taxes | $ (5) | $ (8.3) | $ (35) |
Income Taxes - Summary of Book
Income Taxes - Summary of Book Value and Tax Basis of Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 0.2 | $ 0.2 |
Deferred compensation | 1.3 | 0.9 |
Stock-based compensation | 6.2 | 5.7 |
Fixed asset depreciation | 0.1 | |
Lease liabilities | (5.2) | (5.5) |
Accrued expenses | 0.2 | 0.2 |
Other assets | 0.3 | 1 |
Deferred tax assets | 13.5 | 13.5 |
Valuation allowance | (0.2) | (0.2) |
Net deferred tax assets | 13.3 | 13.3 |
Deferred tax liabilities | ||
Goodwill and intangible assets | (68.5) | (83.6) |
Rent assets | (4.8) | (5.1) |
Net deferred tax liability | (60) | (75.4) |
Deferred income taxes, noncurrent | $ (60) | $ (75.4) |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits, beginning of period | $ 1.7 | $ 0.4 |
Decreases related to prior year tax positions | (1.7) | (0.4) |
Increases related to current year tax provisions | 1.1 | 1.7 |
Gross unrecognized tax benefits, end of period | $ 1.1 | $ 1.7 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Future Minimum Annual Payments for Operating Leases and Other Contractual Obligations (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating leases, 2020 | $ 4.2 |
Operating leases, 2021 | 3.8 |
Operating leases, 2022 | 3.2 |
Operating leases, 2023 | 3.2 |
Operating leases, 2024 | 2.9 |
Operating leases, There-after | 5.3 |
Minimum lease payments | 22.6 |
Other contractual obligations, 2020 | 43.2 |
Other contractual obligations, 2021 | 20.7 |
Other contractual obligations, 2022 | 8.4 |
Other contractual obligations, 2023 | 0.5 |
Other contractual obligations, 2024 | 0.2 |
Other contractual obligations, total | 73 |
Purchase obligations, 2020 | 47.4 |
Purchase obligations, 2021 | 24.5 |
Purchase obligations, 2022 | 11.6 |
Purchase obligations, 2023 | 3.7 |
Purchase obligations, 2024 | 3.1 |
Purchase obligations, There-after | 5.3 |
Purchase obligations, total | $ 95.6 |
Commitment and Contingencies _2
Commitment and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 01, 2019 | |
Commitments And Contingencies [Line Items] | ||||
Rent expense incurred under operating leases | $ 4 | $ 3.9 | $ 4.3 | |
Contingent consideration on purchase price | 4.3 | $ 1.6 | ||
G3 Communications [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Contingent consideration on purchase price | $ 4.3 | $ 4.3 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued personnel costs | $ 8.3 | $ 8.2 |
Trade payables | 5.7 | 3.4 |
Other current liabilities | 4.3 | 8.2 |
Accrued event costs | 3.8 | 9.6 |
Income tax payable | 1 | |
Accrued interest | 0.1 | 0.1 |
Total accounts payable and other current liabilities | $ 22.2 | $ 30.5 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019SegmentBrandPortfolio | |
Segment Reporting Information [Line Items] | |
Number of operating segments, aggregated into reportable segments | 4 |
Number of reportable segments | 2 |
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | 2 |
Former Chief Operating Decision Maker [Member] | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 1 |
New Chief Operating Decision Maker [Member] | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 6 |
Number of executive brand portfolios | BrandPortfolio | 6 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||||
Revenues | $ 360,900,000 | $ 380,700,000 | $ 341,700,000 | ||
Other Income | |||||
Other income | 6,100,000 | 6,500,000 | |||
Adjusted EBITDA | |||||
Subtotal adjusted EBITDA | 169,100,000 | 196,800,000 | 186,700,000 | ||
General corporate expenses | (41,300,000) | (33,900,000) | (28,800,000) | ||
Interest expense | (30,300,000) | (29,100,000) | (33,800,000) | ||
Refinancing and repricing fees | (4,500,000) | ||||
Loss on extinguishment of debt | 0 | 0 | (3,000,000) | ||
Goodwill impairments | $ (59,800,000) | $ (9,300,000) | (69,100,000) | 0 | 0 |
Intangible asset impairments | (17,000,000) | (104,300,000) | |||
Depreciation and amortization | (52,000,000) | (46,800,000) | (43,200,000) | ||
Stock-based compensation | (7,700,000) | (6,100,000) | (2,600,000) | ||
Deferred revenue adjustment | (300,000) | (800,000) | (500,000) | ||
Contract termination costs | (10,000,000) | ||||
Other items | (6,400,000) | (9,200,000) | (13,500,000) | ||
(Loss) income before income taxes | (55,000,000) | (33,400,000) | 46,800,000 | ||
Commerce [Member] | |||||
Revenues | |||||
Revenues | 184,700,000 | 215,900,000 | 217,400,000 | ||
Other Income | |||||
Other income | 6,100,000 | 6,500,000 | |||
Adjusted EBITDA | |||||
Subtotal adjusted EBITDA | 104,200,000 | 128,300,000 | 133,100,000 | ||
Goodwill impairments | (41,900,000) | ||||
Design and Technology [Member] | |||||
Revenues | |||||
Revenues | 139,900,000 | 127,800,000 | 105,500,000 | ||
Adjusted EBITDA | |||||
Subtotal adjusted EBITDA | 55,700,000 | 56,000,000 | 45,600,000 | ||
Goodwill impairments | (24,000,000) | ||||
All Other [Member] | |||||
Revenues | |||||
Revenues | 36,300,000 | 37,000,000 | 18,800,000 | ||
Adjusted EBITDA | |||||
Subtotal adjusted EBITDA | 9,200,000 | $ 12,500,000 | $ 8,000,000 | ||
Goodwill impairments | $ (3,200,000) |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event [Member] | Feb. 07, 2020$ / shares |
Subsequent Event [Line Items] | |
Dividend declared date | Feb. 7, 2020 |
Dividend declared per share | $ 0.0750 |
Dividend record date | Feb. 21, 2020 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||||
Total current assets | $ 93.7 | $ 103 | ||
Noncurrent assets | ||||
Total assets | 1,471.7 | 1,580 | ||
Current liabilities | ||||
Total current liabilities | 229.3 | 268.6 | ||
Noncurrent liabilities | ||||
Total liabilities | 831.5 | 871.7 | ||
Shareholders’ equity | ||||
Preferred stock, $0.01 par value; authorized shares at December 31, 2019 and 2018: 80,000; no shares issued and outstanding at December 31, 2019 and 2018 | ||||
Common stock, $0.01 par value; authorized shares: 800,000; Issued and outstanding shares: 71,352 and 71,591 at December 31, 2019 and 2018, respectively | 0.7 | 0.7 | ||
Additional paid-in capital | 701.1 | 689.7 | ||
(Accumulated deficit) retained earnings | (61.6) | 17.9 | ||
Total shareholders’ equity | 640.2 | 708.3 | $ 761.2 | $ 527.7 |
Total liabilities and shareholders’ equity | 1,471.7 | 1,580 | ||
Parent Company [Member] | ||||
Noncurrent assets | ||||
Investment in subsidiaries | 640.2 | 708.3 | ||
Total assets | 640.2 | 708.3 | ||
Shareholders’ equity | ||||
Preferred stock, $0.01 par value; authorized shares at December 31, 2019 and 2018: 80,000; no shares issued and outstanding at December 31, 2019 and 2018 | ||||
Common stock, $0.01 par value; authorized shares: 800,000; Issued and outstanding shares: 71,352 and 71,591 at December 31, 2019 and 2018, respectively | 0.7 | 0.7 | ||
Additional paid-in capital | 701.1 | 689.7 | ||
(Accumulated deficit) retained earnings | (61.6) | 17.9 | ||
Total shareholders’ equity | 640.2 | 708.3 | ||
Total liabilities and shareholders’ equity | $ 640.2 | $ 708.3 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Balance Sheet Statements Captions [Line Items] | ||
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 | 71,352,000 | 71,591,000 |
Common stock, shares outstanding | 71,352,000 | 71,591,000 |
Parent Company [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
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 | 71,352,000 | 71,591,000 |
Common stock, shares outstanding | 71,352,000 | 71,591,000 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant Condensed Statements of Income (Loss) and Comprehensive Income (Loss) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements Captions [Line Items] | |||||
Revenues | $ 360,900,000 | $ 380,700,000 | $ 341,700,000 | ||
Other income | 6,100,000 | 6,500,000 | |||
Cost of revenues | 120,200,000 | 112,100,000 | 95,000,000 | ||
Selling, general and administrative expense | 133,400,000 | 121,800,000 | 121,900,000 | ||
Depreciation and amortization expense | 52,000,000 | 46,800,000 | 43,200,000 | ||
Goodwill impairments | $ 59,800,000 | $ 9,300,000 | 69,100,000 | 0 | 0 |
Intangible asset impairments | 17,000,000 | 104,300,000 | 0 | ||
Operating (loss) income | (24,700,000) | (4,300,000) | 88,100,000 | ||
Interest expense | 30,300,000 | 29,100,000 | 38,300,000 | ||
Loss on extinguishment of debt | 0 | 0 | (3,000,000) | ||
(Loss) income before income taxes | (55,000,000) | (33,400,000) | 46,800,000 | ||
Provision for (benefit from) income taxes | (5,000,000) | (8,300,000) | (35,000,000) | ||
Net (loss) income and comprehensive (loss) income | (50,000,000) | (25,100,000) | 81,800,000 | ||
Parent Company [Member] | |||||
Condensed Income Statements Captions [Line Items] | |||||
Equity in net (loss) income and comprehensive (loss) income of subsidiaries | (50,000,000) | (25,100,000) | 81,800,000 | ||
Net (loss) income and comprehensive (loss) income | $ (50,000,000) | $ (25,100,000) | $ 81,800,000 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant Guarantees and Restrictions - Additional Information (Detail) - Parent Company [Member] | 12 Months Ended | |
Dec. 31, 2019 | May 22, 2017 | |
Condensed Financial Information Of Parent Company Only [Line Items] | ||
Restricted net assets of Emerald and subsidiaries exceed consolidated net assets as a percentage | 25.00% | |
Amended And Restated Senior Secured Credit Facilities | ||
Condensed Financial Information Of Parent Company Only [Line Items] | ||
Builder basket percentage based on consolidated net income and certain other amounts | 50.00% | |
Fixed charge coverage ratio | 200.00% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 0.9 | $ 0.8 | $ 0.7 |
Additions Charged to Costs & Expenses | 0.5 | 0.6 | 0.5 |
Additions Charged to Other Accounts | 0 | 0 | 0 |
Deductions | (0.7) | (0.5) | (0.4) |
Balance at End of Period | 0.7 | 0.9 | 0.8 |
Deferred tax asset valuation allowance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 0.2 | 0.3 | 0.3 |
Additions Charged to Costs & Expenses | 0 | 0 | 0 |
Additions Charged to Other Accounts | 0 | (0.1) | 0 |
Balance at End of Period | $ 0.2 | $ 0.2 | $ 0.3 |