Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 03, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | EEX | |
Entity Registrant Name | Emerald Holding, Inc. | |
Entity Central Index Key | 0001579214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 71,480,252 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-38076 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 42-1775077 | |
Entity Address, Address Line One | 100 Broadway | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 949 | |
Local Phone Number | 226-5700 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 218.6 | $ 9.6 |
Trade and other receivables, net of allowances of $0.8 million and $0.7 million as of June 30, 2020 and December 31, 2019, respectively | 51.9 | 60.1 |
Insurance receivables | 33.2 | |
Prepaid expenses | 8.8 | 24 |
Total current assets | 312.5 | 93.7 |
Noncurrent assets | ||
Property and equipment, net | 4.4 | 4.2 |
Intangible assets, net | 291.5 | 373.8 |
Goodwill | 416.3 | 980.3 |
Right-of-use lease assets | 17.6 | 18.3 |
Other noncurrent assets | 1.2 | 1.4 |
Total assets | 1,043.5 | 1,471.7 |
Current liabilities | ||
Accounts payable and other current liabilities | 32.7 | 22.2 |
Cancelled event liabilities | 45.6 | |
Deferred revenues | 82.9 | 187.3 |
Revolving credit facility | 10 | |
Right-of-use lease liabilities, current portion | 4.3 | 4.1 |
Term loan, current portion | 5.7 | 5.7 |
Total current liabilities | 171.2 | 229.3 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 517.5 | 519.7 |
Deferred tax liabilities, net | 4 | 60 |
Right-of-use lease liabilities, noncurrent portion | 15.1 | 15.7 |
Other noncurrent liabilities | 5.9 | 6.8 |
Total liabilities | 713.7 | 831.5 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity | ||
Common stock, $0.01 par value; authorized shares: 800,000 at June 30, 2020 and December 31, 2019; issued and outstanding shares: 71,453 and 71,851 at June 30, 2020 and December 31, 2019, respectively | 0.7 | 0.7 |
Additional paid-in capital | 950.5 | 701.1 |
Accumulated deficit | (621.9) | (61.6) |
Total shareholders’ equity | 329.8 | 640.2 |
Total liabilities and shareholders’ equity | 1,043.5 | $ 1,471.7 |
7% Series A Convertible Participating Preferred stock | ||
Shareholders’ equity | ||
7% Series A Convertible Participating Preferred stock, $0.01 par value; 80,000 authorized at June 30, 2020 and December 31, 2019; 47,058 issued and outstanding at June 30, 2020 and no shares issued or outstanding at December 31, 2019 | $ 0.5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Allowance - trade and other receivables, current | $ 0.8 | $ 0.7 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 71,453,000 | 71,851,000 |
Common stock, shares outstanding | 71,453,000 | 71,851,000 |
7% Series A Convertible Participating Preferred stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, shares issued | 47,058,000 | 0 |
Preferred stock, shares outstanding | 47,058,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | $ 7,000,000 | $ 103,000,000 | $ 106,700,000 | $ 240,400,000 |
Other income | 48,200,000 | 48,200,000 | ||
Cost of revenues | (800,000) | 32,300,000 | 42,800,000 | 78,200,000 |
Selling, general and administrative expense | 25,100,000 | 33,100,000 | 63,200,000 | 68,200,000 |
Depreciation and amortization expense | 12,200,000 | 13,200,000 | 25,000,000 | 26,400,000 |
Goodwill impairment charges | 0 | 564,000,000 | ||
Intangible asset impairment charges | 59,400,000 | |||
Operating income (loss) | 18,700,000 | 24,400,000 | (599,500,000) | 67,600,000 |
Interest expense | 5,600,000 | 7,800,000 | 12,300,000 | 15,800,000 |
Income (loss) before income taxes | 13,100,000 | 16,600,000 | (611,800,000) | 51,800,000 |
Provision for (benefit from) income taxes | 3,200,000 | 5,200,000 | (51,600,000) | 13,900,000 |
Net income (loss) and comprehensive income (loss) | 9,900,000 | 11,400,000 | (560,200,000) | 37,900,000 |
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders | $ 9,600,000 | $ 11,400,000 | $ (560,300,000) | $ 37,900,000 |
Basic earnings (loss) per share | $ 0.13 | $ 0.16 | $ (7.85) | $ 0.53 |
Diluted earnings (loss) per share | $ 0.13 | $ 0.16 | $ (7.85) | $ 0.52 |
Basic weighted average common shares outstanding | 71,444 | 71,905 | 71,413 | 71,866 |
Diluted weighted average common shares outstanding | 71,470 | 72,965 | 71,413 | 72,995 |
7% Series A Convertible Participating Preferred stock | ||||
Accretion on and net income allocated to 7% Series A Convertible Participating Preferred Stock | $ (300,000) | $ (100,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Parenthetical) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
7% Series A Convertible Participating Preferred stock | ||
Convertible preferred stock, percentage | 7.00% | 7.00% |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | 7% Series A Convertible Participating Preferred stock | Preferred Stock [Member] | Preferred Stock [Member]7% Series A Convertible Participating Preferred stock | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]7% Series A Convertible Participating Preferred stock | (Accumulated Deficit) Retained Earnings [Member] |
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 | 4.2 | 4.2 | ||||||
Stock-based compensation, shares | 44,000 | |||||||
Dividends on common stock | (10.6) | (10.6) | ||||||
Issuance of common stock under equity plans and preferred stock | 2.8 | 2.8 | ||||||
Issuance of common stock under equity plans and preferred stock, shares | 352,000 | |||||||
Repurchase of common stock | (0.6) | (0.6) | ||||||
Repurchase of common stock, shares | (43,000) | |||||||
Net income (loss) and comprehensive income (loss) | 37.9 | 37.9 | ||||||
Balances at Jun. 30, 2019 | 742 | $ 0.7 | 696.7 | 44.6 | ||||
Balance, shares at Jun. 30, 2019 | 71,944,000 | |||||||
Balance at Mar. 31, 2019 | 732.9 | $ 0.7 | 693.1 | 39.1 | ||||
Balance, shares at Mar. 31, 2019 | 71,851,000 | |||||||
Stock-based compensation | 2.6 | 2.6 | ||||||
Stock-based compensation, shares | 10,000 | |||||||
Dividends on common stock | (5.4) | (5.4) | ||||||
Issuance of common stock under equity plans and preferred stock | 1 | 1 | ||||||
Issuance of common stock under equity plans and preferred stock, shares | 121,000 | |||||||
Repurchase of common stock | (0.5) | (0.5) | ||||||
Repurchase of common stock, shares | (38,000) | |||||||
Net income (loss) and comprehensive income (loss) | 11.4 | 11.4 | ||||||
Balances at Jun. 30, 2019 | 742 | $ 0.7 | 696.7 | 44.6 | ||||
Balance, shares at Jun. 30, 2019 | 71,944,000 | |||||||
Balance at Dec. 31, 2019 | 640.2 | $ 0.7 | 701.1 | (61.6) | ||||
Balance, shares at Dec. 31, 2019 | 71,352,000 | |||||||
Stock-based compensation | 3.2 | 3.2 | ||||||
Stock-based compensation, shares | 89,000 | |||||||
Dividends on common stock | (5.4) | (5.4) | ||||||
Issuance of common stock under equity plans and preferred stock | 0.1 | $ 252 | $ 0.5 | 0.1 | $ 251.5 | |||
Issuance of common stock under equity plans and preferred stock, shares | 47,058,000 | 27,000 | ||||||
Repurchase of common stock | (0.1) | (0.1) | ||||||
Repurchase of common stock, shares | (15,000) | |||||||
Net income (loss) and comprehensive income (loss) | (560.2) | (560.2) | ||||||
Balances at Jun. 30, 2020 | 329.8 | $ 0.5 | $ 0.7 | 950.5 | (621.9) | |||
Balance, shares at Jun. 30, 2020 | 47,058,000 | 71,453,000 | ||||||
Balance at Mar. 31, 2020 | 66.8 | $ 0.7 | 697.9 | (631.8) | ||||
Balance, shares at Mar. 31, 2020 | 71,441,000 | |||||||
Stock-based compensation | 1.1 | 1.1 | ||||||
Stock-based compensation, shares | 12,000 | |||||||
Issuance of common stock under equity plans and preferred stock | $ 252 | $ 0.5 | $ 251.5 | |||||
Issuance of common stock under equity plans and preferred stock, shares | 47,058,000 | |||||||
Net income (loss) and comprehensive income (loss) | 9.9 | 9.9 | ||||||
Balances at Jun. 30, 2020 | $ 329.8 | $ 0.5 | $ 0.7 | $ 950.5 | $ (621.9) | |||
Balance, shares at Jun. 30, 2020 | 47,058,000 | 71,453,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
7% Series A Convertible Participating Preferred stock | ||
Convertible preferred stock, percentage | 7.00% | 7.00% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities | ||
Net (loss) income | $ (560,200,000) | $ 37,900,000 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Stock-based compensation expense | 2,700,000 | 4,200,000 |
Provision for credit losses | 200,000 | |
Provision for doubtful accounts | 300,000 | |
Depreciation and amortization | 25,000,000 | 26,400,000 |
Goodwill impairment charges | 564,000,000 | |
Intangible asset impairment charges | 59,400,000 | |
Non-cash operating lease expense | 1,700,000 | 1,600,000 |
Amortization of deferred financing fees and debt discount | 700,000 | 700,000 |
Remeasurement of contingent consideration | 400,000 | |
Deferred income taxes | (56,000,000) | 4,100,000 |
Changes in operating assets and liabilities: | ||
Trade and other receivables | 8,000,000 | (12,900,000) |
Insurance receivables | (33,200,000) | |
Prepaid expenses | 15,200,000 | 6,700,000 |
Other noncurrent assets | (200,000) | |
Accounts payable and other current liabilities | 7,300,000 | 3,100,000 |
Cancelled event liabilities | 45,600,000 | |
Income tax payable | 3,400,000 | (100,000) |
Deferred revenues | (104,400,000) | (30,200,000) |
Operating lease liabilities | (1,500,000) | (1,600,000) |
Other noncurrent liabilities | (900,000) | |
Net cash (used in) provided by operating activities | (22,600,000) | 40,000,000 |
Investing activities | ||
Purchases of property and equipment | (800,000) | (500,000) |
Purchases of intangible assets | (1,500,000) | (400,000) |
Net cash used in investing activities | (2,300,000) | (900,000) |
Financing activities | ||
Payment of deferred consideration for acquisition of businesses | (500,000) | (1,000,000) |
Proceeds from borrowings on revolving credit facility | 95,000,000 | 0 |
Repayment of revolving credit facility | (105,000,000) | (35,000,000) |
Repayment of principal on term loan | (2,800,000) | (2,800,000) |
Cash dividends paid | (5,400,000) | (10,600,000) |
Repurchase of common stock | (100,000) | (600,000) |
Proceeds from issuance of preferred stock | 263,500,000 | |
Payment of preferred stock offering costs | (10,900,000) | |
Proceeds from issuance of common stock under equity plans | 100,000 | 2,800,000 |
Net cash provided by (used in) financing activities | 233,900,000 | (47,200,000) |
Net increase (decrease) in cash and cash equivalents | 209,000,000 | (8,100,000) |
Cash and cash equivalents | ||
Beginning of period | 9,600,000 | 20,500,000 |
End of period | 218,600,000 | $ 12,400,000 |
Supplemental schedule of non-cash financing activities | ||
Preferred stock offering costs | $ 700,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included. These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2019. The December 31, 2019 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2019. The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. Liquidity Position and Management’s Plans In March 2020, the World Health Organization categorized the Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In conjunction with this declaration and the spread of COVID-19 across the United States, recommendations and mandates were handed down by various local, state and federal government agencies regarding social distancing, containment areas and against large gatherings. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, have had, and will continue to have, a material negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled or postponed all upcoming events for a period of multiple months due to a pandemic where the timing for resolution and ultimate impact of the pandemic remains uncertain. Management cannot at present estimate (i) when the Company will be able to resume event operations and, once resumed, (ii) whether event exhibitors and attendees will attend the Company’s events. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. As a consequence, management cannot estimate the ultimate impact on the Company’s business, financial condition or near or longer term financial or operational results, but a net loss on a U.S. GAAP basis for the year ended December 31, 2020 is expected. During the six months ended June 30, 2020, the Company implemented several actions to preserve cash and strengthen its liquidity position, including, but not limited to: • Entering into an investment agreement with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to issue to Onex, in a private placement transaction, 47,058,332 shares of “Series A Convertible Participating Preferred Stock” for a purchase price of $5.60 per share (the “Series A Price per Share”), for which the Company received aggregate proceeds of approximately $252.0 million, net of fees and estimated expenses of $11.6 million; • In conjunction with the investment agreement with Onex, the Company announced a rights offering to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of Preferred Stock at the Series A Price per share backstopped by Onex. The rights offering commenced and expired in July. The Company received net proceeds of approximately $9.7 million from this rights offering. The remaining $126.9 million of proceeds are expected to be delivered pursuant to the Onex Backstop on or about August 20, 2020 ; • Reducing its expense structure across all key areas of discretionary spending; • Significantly reducing the use of outside contractors; • Reducing the Company’s headcount by approximately 18% through a combination of staff reductions, eliminating open positions and furloughs; • Suspending the regular quarterly cash dividend; and • Halting any incremental share repurchases. Further, Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events. Specifically, Emerald is insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. The aggregate limit under these event cancellation insurance policies is approximately $191.1 million in 2020 and $191.4 million in 2021 if losses arise for reasons within the scope of this policy. In addition to this primary policy, Emerald maintains a separate event cancellation insurance policy for the Surf Expo Summer 2020 and Surf Expo Winter 2021 shows, with a coverage limit of $6.0 million and $7.7 million, for each respective event. The Company is in the process of pursuing claims under these insurance policies to offset the financial impact of cancelled and postponed events as a result of COVID-19. During the three months ended June 30, 2020, the Company recorded Other income of $48.2 million related to event cancellation insurance claim proceeds deemed to be realizable by management. Of the $48.2 million in Other income, $15.0 million was received during the second quarter and $33.2 million was received in July 2020. These proceeds represent an interim payment in respect of the $89.1 million in event cancellation insurance claims filed in relation to events cancelled during the six months ended June 30, 2020. These claims are subject to review and adjustment. There is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policy. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides for the ability of employers to delay payment of employer payroll taxes during 2020 after the date of enactment. The Company estimates the payment of more than $2.0 million of employer payroll taxes otherwise due in 2020 will be delayed, with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. As of June 30, 2020, the Company had $528.1 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. Based on these actions, assumptions regarding the impact of COVID-19, and expected insurance recoveries, management believes that the Company’s current financial resources will be sufficient to fund its liquidity requirements for the next twelve months. As of June 30, 2020, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities. Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. In March 2020, the COVID-19 outbreak was declared a pandemic. While the nature of the situation is dynamic, the Company has considered the impact when developing its estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard (“ASU”) 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). 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 Company adopted ASU 2018-15 on January 1, 2020 and the adoption did not have a material impact on the Company’s condensed 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”). The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have an impact on the Company’s condensed consolidated financial statements. 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. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and adding further guidance to simplify the accounting for income taxes. The standard removes certain exceptions related to intra-period tax allocations, the methodology for calculating income taxes in interim periods and the recognition of deferred taxes for investments. The new standard also clarifies and amends existing guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) limited period of time to ease the potential burden of accounting for (or recognizing the effects of) reference rate reform. The amendments in ASU 2020-04 are effective upon issuance through December 31, 2022 and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022 . The Company is currently evaluating the impact of this standard on its condensed consolidated finan cial statements . There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues Impact of COVID-19 The COVID-19 pandemic has had, and is likely to continue to have, a severe and unprecedented impact on the world. Measures to prevent its spread, including government-imposed restrictions on large gatherings, indefinite closures of event venues, “shelter in place” health orders and travel restrictions measures governments and private organizations implemented in order to stem the spread of COVID-19, the Company cancelled or postponed all These actions have had an unprecedented and materially adverse impact on the Company’s revenues and financial position. The length of the travel restrictions and social distancing measures 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. Trade show revenues represented approximately 5.7% and 87.1% of total revenues for the three and six months ended June 30, 2020, respectively. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show. Current deferred revenues and are reported as deferred revenues on the condensed consolidated balance sheets As a result of the measures to prevent the spread of COVID-19, the Company has experienced an unprecedented low level of booth space sales, registration fees and sponsorship fees and the associated cash received for future trade shows. cancelling Performance Obligations For For the Company’s other marketing services, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. The Company applies a practical expedient which allows the exclusion of disclosure Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events and other marketing services. The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Three Months Ended June 30, 2020 (in millions) Trade shows $ — $ — $ — $ — Other events — — — — Other marketing services 1.5 3.9 1.6 7.0 Total revenues $ 1.5 $ 3.9 $ 1.6 $ 7.0 Three Months Ended June 30, 2019 Trade shows $ 40.8 $ 40.7 $ — $ 81.5 Other events — 3.2 10.5 13.7 Other marketing services 1.7 5.7 0.4 7.8 Total revenues $ 42.5 $ 49.6 $ 10.9 $ 103.0 Six Months Ended June 30, 2020 Trade shows $ 47.9 $ 28.5 $ 2.3 $ 78.7 Other events — 4.4 9.8 14.2 Other marketing services 3.1 7.8 2.9 13.8 Total revenues $ 51.0 $ 40.7 $ 15.0 $ 106.7 Six Months Ended June 30, 2019 Trade shows $ 124.2 $ 71.1 $ 3.1 $ 198.4 Other events — 7.7 19.8 27.5 Other marketing services 3.7 9.8 1.0 14.5 Total revenues $ 127.9 $ 88.6 $ 23.9 $ 240.4 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 generally consist of booth space sales, registration fees and sponsorship fees that are collected prior to the trade show or other event . C ontract liabilities less than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets in other noncurrent liabilities. The Company incurs sales commission costs in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and events and with sales of advertising for industry publications. The Company’s contracts with customers are generally short term, as sales generally begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited 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 condensed consolidated statements of income (loss) and comprehensive income (loss) as selling, general and administrative expenses. Accounts Receivable The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including the current-period provision for expected credit losses for the three and six months ended June 30, 2020, were not material. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4 . On November 1, 2019, the Company acquired the assets and assumed the liabilities of G3 Communications for a total purchase price of $15.7 million during 2019 (the “2019 Acquisition”). The transaction qualified as an acquisition of a business and was accounted for as a business combination. The Company has not completed any other acquisition during the six-month period ended June 30, 2020. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net, consisted of the following: (in millions) June 30 2020 December 31, 2019 Furniture, equipment and other $ 6.4 $ 5.8 Leasehold improvements 3.1 3.0 9.5 8.8 Less: Accumulated depreciation (5.1 ) (4.6 ) Property and equipment, net $ 4.4 $ 4.2 Depreciation expense related to property and equipment for the three and six months ended June 30, 2020 was $0.3 million and $0.6 million, respectively. Depreciation expense related to property and equipment for the three and six months ended June 30, 2019 was $0.3 million and $0.6 million, respectively. Losses on disposal were not material for the three and six months ended June 30, 2020 and 2019. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6 . Goodwill The table below summarizes the changes in the carrying amount of goodwill: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2019 $ 598.4 $ 337.3 $ 44.6 $ 980.3 Impairment charges (340.6 ) (198.5 ) (24.9 ) (564.0 ) Balance at June 30, 2020 $ 257.8 $ 138.8 $ 19.7 $ 416.3 Impairment of Goodwill The Company tests for impairment annually on October 31, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. During the first quarter of 2020, the impact of COVID-19 on the travel and events industry, Emerald’s cancellation of all live events through the end of the second quarter as well as uncertainty around when the Company would be able to resume its normal operations, caused a significant and prolonged decline in the Company’s stock price, resulting in the market capitalization of the Company falling below its carrying value. As a result, management determined that a triggering event had occurred as it was more likely than not that the carrying values of all the Company’s reporting units exceeded their fair values. Accordingly, the Company performed a quantitative assessment of the Company’s fair value of goodwill as of March 31, 2020 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 $564.0 million during the six months ended June 30, 2020. The fair values of the respective reporting units were determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense growth assumptions ranging from negative growth of 20.0% to growth of 5.0%, at a weighted average cost of capital (discount rate) ranging from 12.9% to 14.5%. The Company’s goodwill impairment analysis is performed, and related impairment charges recorded, after the impairment analysis and recognition of impairment charges for long-lived assets other than goodwill and indefinite-lived intangible assets. No goodwill impairment charges were recognized during the three months ended June 30, 2020. Goodwill impairment charges in the Commerce reportable segment and Design and Technology reportable segment were $340.6 million and $198.5 million, respectively, during the six months ended June, 2020. The Company also considers the amount of headroom for a reporting unit when considering whether a risk of impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. Based on the results of the interim impairment test performed as of March 31, 2020, the carrying value of the Company’s reporting units exceeded their fair values by $564.0 million. The carrying value of goodwill for all reporting units had no headroom as of March 31, 2020. Accordingly, a relatively small change in the underlying assumptions, including if the financial performance of the reporting unit does not meet expectations in future years or a further decline occurs in the market price of the Company’s common stock, may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill, for which the carrying amount is $416.3 million as of June 30, 2020. Intangible Assets , Net Intangible assets, net consisted of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at December 31, 2019 $ 112.7 $ 390.4 $ 105.6 $ 10.6 $ 1.3 $ 620.6 Accumulated amortization — (231.9 ) (6.9 ) (8.0 ) — (246.8 ) Net carrying amount at December 31, 2019 $ 112.7 $ 158.5 $ 98.7 $ 2.6 $ 1.3 $ 373.8 Gross carrying amount at June 30, 2020 $ 66.5 $ 373.2 $ 102.1 $ 11.3 $ 1.9 $ 555.0 Accumulated amortization — $ (245.1 ) $ (9.6 ) $ (8.8 ) — (263.5 ) Net carrying amount at June 30, 2020 $ 66.5 $ 128.1 $ 92.5 $ 2.5 $ 1.9 $ 291.5 Amortization expense for the three and six months ended June 30, 2020 and 2019 was $11.9 million and $24.4 million, respectively. Estimated future amortization expense as of June 30, 2020: (in millions) June 30, 2020 2020 (Remaining 6 months) $ 23.5 2021 45.4 2022 43.2 2023 30.3 2024 10.5 Thereafter 70.2 $ 223.1 Impairment of Indefinite-Lived Intangible Assets During the first quarter of 2020, as a result of the COVID-19 pandemic, and the measures implemented to prevent its spread, management made the decision to cancel or postpone all of the Company’s face-to-face events scheduled through the end of July 2020. In addition, management believes that the COVID-19 outbreak will have a material negative impact on the Company’s financial results once the outbreak is contained. As such, in the first quarter of 2020, management revised its forecast for the future performance of several trade show brands. Management determined these circumstances 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 “a relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded certain of the indefinite-lived trade names had a fair value below the carrying values as of March 31, 2020. As a result, the Company recognized an impairment charge of $46.2 million during the six months ended June 30, 2020. The decline in fair value in certain indefinite-lived intangible assets compared to the carrying value is the result of changes in forecasted revenues and expenses. The impairment charge is recorded in intangible asset impairment charges on the condensed consolidated statements of income (loss) and comprehensive income (loss). There were no indefinite-lived intangible asset impairment charges recognized during the three months ended June 30, 2020. There were no indefinite-lived intangible asset impairment charges recognized during the three and six months ended June 30, 2019. The fair values of the Company’s indefinite-lived trade names are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rate is estimated using market evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. This 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, planned use of assets to support revenue growth, weighted average cost of capital, tax rates 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. The Company performs its indefinite-lived intangible assets impairment test at the asset group level and has determined it has multiple asset groups that are typically at the trade show brand level. The Company’s impairment of indefinite-lived intangible assets analysis is performed, and related impairment charge, is recorded, after the analysis and recognition of impairment of long-lived assets other than goodwill and indefinite-lived intangible assets and before the impairment of goodwill. Indefinite-lived intangible asset impairment charges in the Commerce reportable segment and Design and Technology reportable segment were $24.1 million and $17.0 million, respectively, during the six months ended June 30, 2020. Impairment of Long-Lived Assets Other than Goodwill 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 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 fair value 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. The analysis for impairment of long-lived assets other than goodwill and indefinite-lived intangible assets is the first impairment analysis performed and related impairment charges are recognized before the impairment of indefinite-lived intangible assets analysis and impairment of goodwill analysis During the first quarter of 2020, as a result of the COVID-19 pandemic and the measures implemented to prevent its spread, management made the decision to cancel or postpone all of the Company’s face-to-face events scheduled through the end of July 2020. In addition, management believes that the COVID-19 outbreak will have a material negative impact on the Company’s financial results once the outbreak is contained. These factors, including management’s revised forecast for the future performance of brands, 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/income approach 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 of $13.2 million during the six months ended June 30, 2020. The long-lived assets impaired during the six months ended June 30, 2020 had a remaining fair value of $4.2 million as of March 31, 2020. Long-lived asset impairments in the Commerce reportable segment and Design and Technology reportable segment were $6.7 million and $5.7 million, respectively, during the six months ended June 30, 2020. There were no long-lived asset impairment charges recognized during the three months ended June 30, 2020. There were no long-lived asset impairment charges recognized during the three and six months ended June 30, 2019 . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 7 . Long-term debt related to the Amended and Restated Term Loan Facility is comprised of the following indebtedness to various lenders: (in millions) June 30, 2020 December 31, 2019 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% 4.55% as of June 30, 2020 and December 31, 2019, respectively) and due 2024, net (a) $ 523.2 $ 525.4 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 517.5 $ 519.7 (a) The Amended and Restated Term Loan Facility, a seven-year Revolving Credit Facility On February 14, 2020, Emerald Events Holding, Inc., the borrower under the Amended and Restated Senior Secured Credit Facilities, was renamed Emerald X, Inc. Emerald X, Inc. had zero and $10.0 million in borrowings outstanding under its Revolving Credit Facility as of June 30, 2020 and December 31, 2019, respectively. Emerald X, Inc. had $1.0 million in stand-by letters of credit outstanding under the Revolving Credit Facility as of June 30, 2020 and December 31, 2019. The Amended and Restated Senior Secured Credit Facilities allow for Emerald X, Inc. 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 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 Emerald X, Inc.’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 Emerald X, Inc.’s Total First Lien Net Leverage Ratio is less than 2.50 to 1.00. Emerald X, Inc. 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 Interest Expense Interest expense reported in the condensed consolidated statements of income (loss) and comprehensive income (loss) consists of the following: Three months ended June 30, Six months ended June 30, (in millions) 2020 2019 2020 2019 Senior secured term loan $ 4.4 $ 7.0 $ 10.4 $ 14.1 Non-cash interest for amortization of debt discount and debt issuance costs 0.4 0.4 0.7 0.7 Revolving credit facility interest and commitment fees 0.8 0.4 1.2 1.0 Total interest expense $ 5.6 $ 7.8 $ 12.3 $ 15.8 Covenants The Revolving Credit Facility contains a financial covenant requiring Emerald X, Inc. to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio, which is defined as the ratio of Consolidated Total Debt (as defined in the Amended and Restated Senior Secured Credit Facilities) secured on a first lien basis, net of unrestricted cash and cash equivalents to trailing four-quarter Consolidated EBITDA (as defined in the Amended and Restated Senior Secured Credit Facilities). This financial covenant is tested on the last day of each quarter only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder. As of June 30, 2020, the Company was not required to test this financial covenant and Emerald X, Inc. was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Risk | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Risk | 8 . As of June 30, 2020, the Company’s assets measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 218.6 $ 218.6 $ — $ — Total assets at fair value $ 218.6 $ 218.6 $ — $ — Liabilities Market-based share awards liability (a) $ 0.1 $ — $ — $ 0.1 Contingent consideration (a) 3.9 — — 3.9 Total liabilities at fair value $ 4.0 $ — $ — $ 4.0 (a) Included within other noncurrent liabilities in the condensed consolidated balance sheet. As of December 31, 2019, the Company’s assets measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 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 (a) Included within other noncurrent liabilities in the condensed consolidated balance sheet. The market-based share awards liability of $0.1 million as of June 30, 2020 entitles the grantees of these awards the right to receive shares of common stock equal to a maximum cash value of $9.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. The liability is measured at fair value and is re-measured to an updated fair value at each reporting period. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not. The stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income (loss) and comprehensive income (loss). Refer to Footnote 10, Stock-Based Compensation The market-based share awards liability of $0.6 million as of December 31, 2019 entitles the grantees of these awards 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. The contingent consideration liability of $3.9 million and $4.3 million as of June 30, 2020 and December 31, 2019, respectively, 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 fair value of $3.9 million as of June 30, 2020 was determined using a Monte Carlo simulation using a volatility rate of 45.0% and a discount rate of 11.5%. The fair value of $4.3 million as of December 31, 2019 was determined using a Monte Carlo simulation using a volatility rate of 30% and a discount rate of 10%. 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 liability could change in future periods based upon the Company’s ongoing evaluation of the changes in the probability of achieving the revenue or earnings targets that quantify the estimated EBITDA component. During the three and six months ended June 30, 2020 there were remeasurement adjustments of $0.4 million recorded in the selling, general and administrative expense in the condensed consolidated statements of income (loss) and comprehensive income (loss). There were no payments of contingent consideration during the three and six months ended June 30, 2020. There were no remeasurement adjustments or payments of contingent consideration during the three and six months ended June 30, 2019. Financial Risk The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amount of assets and liabilities. |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | 9. Shareholders’ Equity Series A Convertible Participating Preferred Stock On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of “Series A Convertible Participating Preferred Stock” (the “Preferred Stock”) for a purchase price of $5.60 per share (the “Series A Price”) and (ii) effect a rights offering (the “Rights Offering”) to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of Preferred Stock at the Series A Price per share. Onex has agreed to purchase (the “Onex Backstop”) any and all Preferred Shares not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. On June 29, 2020 (the “First Closing Date”), Emerald received proceeds of approximately $252.0 million, net of fees and estimated expenses of $11.6 million, from the sale of Preferred Stock to Onex in the Initial Private Placement. Emerald used $50.0 of the net proceeds from the sale of Preferred Stock to repay outstanding debt under the Revolving Credit Facility and expects to use the remaining proceeds for general corporate purposes, including organic and acquisition growth initiatives. The Rights Offering subscription period ended on July 22, 2020. On July 24, 2020, the Company issued a further 1,727,427 shares of Preferred Stock pursuant to the Rights Offering and received net proceeds of approximately $9.7 million. Pursuant to the Onex Backstop, an additional 22,660,587 shares of Preferred Stock are expected to be sold to Onex in exchange for approximately $ million of net proceeds on or prior to August 20, 2020. Shares of the Preferred Stock may be converted at the option of the holder into a number of shares of common stock equal to the (a) the amount of the accreted liquidation preference, divided by (b) the applicable conversion price. Each share of Preferred Stock has an initial liquidation preference of $5.60, and will initially be convertible into approximately 1.59 shares of common stock, which is equivalent to the initial liquidation preference per share of $5.60 divided by the initial conversion price of $3.52 per share. The conversion price is subject to customary anti-dilution adjustments upon the occurrence of certain events, including downward adjustment in the event the Company issues securities, subject to exceptions, at a price that is lower than the fair market value of such securities. ach share of Series A Preferred Stock will accumulate an accreting return at a rate per annum equal to 7% on the accreted liquidation preference, compounding quarterly, and paid in-kind by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or in-kind by adding to the accreted liquidation preference. Upon liquidation or dissolution of the Company, the holders of Preferred Stock are entitled to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of Preferred Stock would have received if they had converted their Preferred Stock into common stock immediately prior to such liquidation or dissolution. Holders of Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the Company’s common stock on an as-converted basis, and no dividends may be paid to holders of common stock unless the aggregate accreted liquidation preference on the Preferred Stock has been paid or holders of a majority of the outstanding Preferred Stock have consented to such dividends. If, at any time following the third anniversary of the First Closing Date the closing price per share of the Company’s common stock exceeds 175% of the then-applicable conversion price for at least 20 consecutive trading days, the Company may, at its option, and subject to certain liquidity conditions, cause any or all of the then outstanding shares of Preferred Stock to be converted automatically into common stock at the then applicable conversion price. The Company has the right to redeem all, but not less than all, of the Preferred Stock on or after the six-year Certain matters will require the approval of holders of a majority of the Preferred Stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the Preferred Stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of preferred stock or other equity securities in each case with rights to payments or distributions in which the Preferred Stock would not participate on a pro-rata, as-converted basis. In addition, for so long as the Preferred Stock represents more than 30% of the outstanding common stock on an as-converted basis, without the approval of a majority of the directors elected by the holders of the Preferred Stock, the Company may not (i) incur new indebtedness to the extent certain financial metrics are not satisfied, (ii) redeem or repurchase any equity securities junior to the Preferred Stock, (iii) enter into any agreement for the acquisition or disposition of assets or businesses involving a purchase price in excess of $100 million, (iv) hire or terminate the chief executive officer of the Company or (v) make a voluntary filing for bankruptcy or commence a dissolution of the Company. For so long as the Preferred Stock represents a minimum percentage of the outstanding shares of common stock on an as-converted basis as set forth in the Certificate of Designations relating to the Preferred Stock, the holders of the Preferred Stock shall have the right to appoint up to five members of the Company’s board. All decisions of the Company’s board with respect to the exercise or waiver of the Company’s rights relating to the Preferred Stock shall be determined by a majority of the Company’s directors that are not employees of the Company or affiliated with Onex (“Unaffiliated Directors”), or a committee of Unaffiliated Directors. As part of the transactions contemplated by the Investment Agreement, the Company and Onex will enter into a Registration Rights Agreement whereby Onex will be entitled to certain demand and piggyback registration rights in respect of the Preferred Stock and the shares of common stock issuable upon conversion thereof. Dividends Dividend activity for the first and second quarters of 2020 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2020 Three Months Ended June 30, 2020 Dividend declared on February 7, 2020 — Shareholders of record on February 21, 2020 — Dividend paid on March 06, 2020 — Dividend per share $ 0.0750 $ — Cash dividend paid $ 5.4 $ — Dividend activity for the first and second quarter of 2019 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2019 Three Months Ended June 30, 2019 Dividend declared on February 5, 2019 April 30, 2019 Shareholders of record on February 19, 2019 May 14, 2019 Dividend paid on March 05, 2019 May 28, 2019 Dividend per share $ 0.0725 $ 0.0750 Cash dividend paid $ 5.2 $ 5.4 On March 20, 2020, due to the negative impact of COVID-19 on the Company’s business, the Company’s Board of Directors (the “Board”) suspended the Company’s regular quarterly cash dividend on its common stock for periods beginning with the third quarter of 2020. Share Repurchases July 2019 Share Repurchase Program In July 2019, the Company’s Board authorized and approved a $30.0 million share repurchase program. The July 2019 Share Repurchase program was terminated on July 31, 2020. The Company settled the repurchase of no shares and 14,988 shares for zero and $0.1 million during the three and six months ended June 30, 2020, respectively, related to the July 2019 Share Repurchase Program. November 2018 Share Repurchase Program In November 2018, the Company’s Board authorized a $20.0 million share repurchase program. Pursuant to the November 2018 Share Repurchase Program, the Company did not settle the repurchase of any shares during the three and six months ended June 30, 2020, and settled the repurchase of 38,091 shares and 43,437 shares for $0.5 million and $ 0.6 million during the three and six months ended June 30, 2019, respectively. There were no remaining amounts available for share repurchases as of June 30, 2020 in connection with the November 2018 Share Repurchase Program. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance or market conditions, as applicable, have been satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of income (loss) and comprehensive income (loss). The related deferred tax benefit for stock-based compensation recognized was $0.3 million and $0.2 million for the three and six months ended June 30, 2020, respectively. The related deferred tax benefit for stock-based compensation recognized was $0.8 million and $1.1 million for the three and six months ended June 30, 2019, respectively. 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 customarily employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP. The ESPP expense recognized by the Company was not material for the three and six months ended June 30, 2020 and 2019. 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 Stock Options The Company recognized stock-based compensation expense relating to stock option activity of $0.1 million and $1.2 million for the three and six months ended June 30, 2020, respectively. The Company recognized stock-based compensation expense relating to stock option activity of $1.1 million and $1.9 million for the three and six months ended June 30, 2019, respectively. Stock option activity for the six months ended June 30, 2020, 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, 2019 7,151 $ 12.74 4.4 $ 5.8 Granted — — Exercised (9 ) 8.00 Forfeited (2,482 ) 11.45 Outstanding at June 30, 2020 4,660 $ 13.44 4.6 $ — Exercisable at June 30, 2020 3,419 $ 12.47 3.3 $ — The aggregate intrinsic value is the amount by which the fair value of the Company’s common stock exceeded the exercise price of the options as of the close of trading hours on the New York Stock Exchange on June 30, 2020, for those options for which the market price was in excess of the exercise price. There was a total of $1.9 million unrecognized stock-based compensation expense at June 30, 2020 related to unvested stock options expected to be recognized over a weighted-average period of 0.9 years. Restricted Stock Units (“RSUs”) The Company periodically grants RSUs that contain service and, in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three and six months ended June 30, 2020 was $1.0 million and $2.3 million, respectively. Stock-based compensation expense relating to RSU activity recognized in the three and six months ended June 30, 2019 was $1.5 million and $2.3 million, respectively. There was a total of $9.7 million of unrecognized stock-based compensation expense at June 30, 2020 related to unvested RSUs expected to be recognized over a weighted-average period of 3.2 years. RSU activity for the six months ended June 30, 2020 was as follows: (share data in thousands, except per share data) Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2019 668 $ 15.00 Granted 1,005 9.12 Forfeited (162 ) 10.90 Vested (141 ) 13.95 Unvested balance, June 30, 2020 1,370 $ 10.90 Market-based Share Awards In January 2020, the Company granted As of June 30, 2020, the Company has performance-based market condition share awards outstanding with a maximum cash value of $9.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period to two senior executives. As of June 30, 2020, all outstanding performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of $21.08 per share, which would result in an estimated 78,041 shares of common stock to be issued upon vesting. Each of the estimated 78,041 shares of common stock has a weighted-average grant date fair value of $24.77 per share. During the three and six months ended June 30, 2020, performance-based market condition share awards with 157,677 As of June 30, 2020, the liability for these awards was $0.1 million and is reported on the condensed consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The grant date fair value of the remaining outstanding awards granted in 2019 was $0.8 million. The grant date fair value of the 2020 awards was $1.1 million. The Company recognized a reduction to stock-based compensation expense relating to performance-based market condition share awards of zero and $0.5 million for the three and six months ended June 30, 2020, respectively. The Company recognized stock-based compensation expense relating to performance-based market condition share awards of $0.1 The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at the six months ended June 30, 2020 were as follows: June 30, 2020 Expected volatility 57.50 % Dividend yield 0.00 % Risk-free interest rate 0.61 % Weighted-average expected term (in years) 3.8 The weighted-average expected term of the Company’s performance-based market condition share awards is the weighted-average of the derived service periods for the share awards. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For both the three and six months ended June 30, 2020 and 2019, 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 earnings per common share are as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions, share data in thousands except earnings per share) 2020 2019 2020 2019 Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. $ 9.9 $ 11.4 $ (560.2 ) $ 37.9 Accumulated accretion on 7% Series A Convertible Participating Preferred stock (0.1 ) — (0.1 ) — Participation rights on if-converted basis (0.2 ) — — — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders $ 9.6 $ 11.4 $ (560.3 ) $ 37.9 Weighted average common shares outstanding 71,444 71,905 71,413 71,866 Basic earnings per share $ 0.13 $ 0.16 $ (7.85 ) $ 0.53 Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders $ 9.6 $ 11.4 $ (560.3 ) $ 37.9 Diluted effect of stock options 26 1,060 — 1,129 Diluted weighted average common shares outstanding 71,470 72,965 71,413 72,995 Diluted earnings per share $ 0.13 $ 0.16 $ (7.85 ) $ 0.52 Anti-dilutive employee share awards excluded from diluted earnings per share calculation 5,978 3,777 5,957 3,777 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . The Company determines its interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to the income (loss) before income taxes for the period. In determining the full year effective tax rate estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax income (loss). Significant judgment is exercised in determining the income tax provision due to transactions, credits and estimates where the ultimate tax determination is uncertain. The Company’s U.S. federal statutory corporate income tax rate was 21% as of June 30, 2020. For the three and six months ended June 30, 2020, the Company recorded a provision for income taxes of $3.2 million and a benefit from income taxes $51.6 Liabilities for unrecognized tax benefits and associated interest and penalties were $1.2 million and $1.1 million as of June 30, 2020 and December 31, 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 3 . Leases and Other Contractual Arrangements The Company has entered into operating leases and other contractual obligations to secure real estate facilities, equipment and trade show venues. These agreements are not unilaterally cancelable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices . Legal Proceedings and Contingencies The Company is subject to litigation and other claims in the ordinary course of business. In the opinion of management, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows. In the opinion of management, there are no claims, commitments or guarantees pending to which the Company is party that would have a material adverse effect on the condensed consolidated financial statements. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | 1 4 . Accounts payable and other current liabilities consisted of the following: (in millions) June 30, 2020 December 31, 2019 Accrued personnel costs $ 9.0 $ 8.3 Accrued event costs 7.2 3.8 Trade payables 5.8 5.7 Customer cash deposits transferred to future events 4.6 — Income tax payable 3.4 — Other current liabilities 2.7 4.3 Accrued interest — 0.1 Total accounts payable and other current liabilities $ 32.7 $ 22.2 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 1 5 . Segment Information The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker (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. The 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. Therefore, results for these operating segments are included in the rows labeled "All Other" in the tables below for all periods presented. Each of the brand portfolios generate revenues through the production of trade show events, including booth space sales, registration fees and sponsorship fees. In addition, the segments generate revenues from marketing activities, including digital and print media. 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: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2020 2019 2020 2019 Revenues Commerce $ 1.5 $ 42.5 $ 51.0 $ 127.9 Design and Technology 3.9 49.6 40.7 88.6 All Other 1.6 10.9 15.0 23.9 Total revenues $ 7.0 $ 103.0 $ 106.7 $ 240.4 Other Income Commerce $ 34.6 $ — $ 34.6 $ — Design and Technology 12.9 — 12.9 — All Other 0.7 — 0.7 — Total other income $ 48.2 $ — $ 48.2 $ — Adjusted EBITDA Commerce $ 31.1 $ 22.4 $ 49.2 $ 74.5 Design and Technology 12.0 24.3 22.6 36.9 All Other (0.3 ) 3.4 2.9 7.8 Subtotal Adjusted EBITDA $ 42.8 $ 50.1 $ 74.7 $ 119.2 General corporate and other expenses $ (9.6 ) $ (8.9 ) $ (17.9 ) $ (18.6 ) Interest expense (5.6 ) (7.8 ) (12.3 ) (15.8 ) Goodwill impairment charges — — (564.0 ) — Intangible asset impairment charges — — (59.4 ) — Depreciation and amortization (12.2 ) (13.2 ) (25.0 ) (26.4 ) Stock-based compensation (1.1 ) (2.6 ) (2.7 ) (4.2 ) Deferred revenue adjustment — (0.1 ) — (0.2 ) Other items (1.2 ) (0.9 ) (5.2 ) (2.2 ) Income (loss) before income taxes $ 13.1 $ 16.6 $ (611.8 ) $ 51.8 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 three and six months ended June 30, 2020 and 2019, substantially all revenues were derived from transactions in the United States. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | 1 6 . Rights Offering On July 7, 2020, the Company commenced its offering to its common stockholders of subscription rights to purchase shares of 7% Series A Convertible Participating Preferred Stock to receive one subscription right for each share of common stock owned. Each subscription right entitled holders of the Company’s common stock on July 6, 2020 to purchase one share of Series A Preferred Stock at a subscription price of $5.60 per share. Each share of Series A Preferred Stock will initially be convertible into approximately 1.59 shares of common stock, which is equivalent to the initial liquidation preference per share of $5.60 divided by the initial conversion price of $3.52 per share, subject to adjustment upon the occurrence of certain events. The Rights Offering subscription period ended on July 22, 2020 and the Rights Offering closed on July 24, 2020. On July 24, 2020, the Company issued a further 1,727,427 shares of Preferred Stock pursuant to the Rights Offering and received net proceeds of approximately $9.7 million. The remaining 22,660,587 shares are expected to be delivered pursuant to the Onex Backstop in exchange for $126.9 million of net proceeds on or about August 20, 2020. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included. These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2019. The December 31, 2019 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2019. The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. |
Use of Estimates and Judgments | Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. In March 2020, the COVID-19 outbreak was declared a pandemic. While the nature of the situation is dynamic, the Company has considered the impact when developing its estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard (“ASU”) 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). 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 Company adopted ASU 2018-15 on January 1, 2020 and the adoption did not have a material impact on the Company’s condensed 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”). The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have an impact on the Company’s condensed consolidated financial statements. 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. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and adding further guidance to simplify the accounting for income taxes. The standard removes certain exceptions related to intra-period tax allocations, the methodology for calculating income taxes in interim periods and the recognition of deferred taxes for investments. The new standard also clarifies and amends existing guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) limited period of time to ease the potential burden of accounting for (or recognizing the effects of) reference rate reform. The amendments in ASU 2020-04 are effective upon issuance through December 31, 2022 and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022 . The Company is currently evaluating the impact of this standard on its condensed consolidated finan cial statements . There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenue Recognition and Deferred Revenue | Impact of COVID-19 The COVID-19 pandemic has had, and is likely to continue to have, a severe and unprecedented impact on the world. Measures to prevent its spread, including government-imposed restrictions on large gatherings, indefinite closures of event venues, “shelter in place” health orders and travel restrictions measures governments and private organizations implemented in order to stem the spread of COVID-19, the Company cancelled or postponed all These actions have had an unprecedented and materially adverse impact on the Company’s revenues and financial position. The length of the travel restrictions and social distancing measures 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. Trade show revenues represented approximately 5.7% and 87.1% of total revenues for the three and six months ended June 30, 2020, respectively. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show. Current deferred revenues and are reported as deferred revenues on the condensed consolidated balance sheets As a result of the measures to prevent the spread of COVID-19, the Company has experienced an unprecedented low level of booth space sales, registration fees and sponsorship fees and the associated cash received for future trade shows. cancelling Performance Obligations For For the Company’s other marketing services, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. The Company applies a practical expedient which allows the exclusion of disclosure Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events and other marketing services. The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Three Months Ended June 30, 2020 (in millions) Trade shows $ — $ — $ — $ — Other events — — — — Other marketing services 1.5 3.9 1.6 7.0 Total revenues $ 1.5 $ 3.9 $ 1.6 $ 7.0 Three Months Ended June 30, 2019 Trade shows $ 40.8 $ 40.7 $ — $ 81.5 Other events — 3.2 10.5 13.7 Other marketing services 1.7 5.7 0.4 7.8 Total revenues $ 42.5 $ 49.6 $ 10.9 $ 103.0 Six Months Ended June 30, 2020 Trade shows $ 47.9 $ 28.5 $ 2.3 $ 78.7 Other events — 4.4 9.8 14.2 Other marketing services 3.1 7.8 2.9 13.8 Total revenues $ 51.0 $ 40.7 $ 15.0 $ 106.7 Six Months Ended June 30, 2019 Trade shows $ 124.2 $ 71.1 $ 3.1 $ 198.4 Other events — 7.7 19.8 27.5 Other marketing services 3.7 9.8 1.0 14.5 Total revenues $ 127.9 $ 88.6 $ 23.9 $ 240.4 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 generally consist of booth space sales, registration fees and sponsorship fees that are collected prior to the trade show or other event . C ontract liabilities less than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets in other noncurrent liabilities. The Company incurs sales commission costs in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and events and with sales of advertising for industry publications. The Company’s contracts with customers are generally short term, as sales generally begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited 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 condensed consolidated statements of income (loss) and comprehensive income (loss) as selling, general and administrative expenses. Accounts Receivable The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including the current-period provision for expected credit losses for the three and six months ended June 30, 2020, were not material. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Three Months Ended June 30, 2020 (in millions) Trade shows $ — $ — $ — $ — Other events — — — — Other marketing services 1.5 3.9 1.6 7.0 Total revenues $ 1.5 $ 3.9 $ 1.6 $ 7.0 Three Months Ended June 30, 2019 Trade shows $ 40.8 $ 40.7 $ — $ 81.5 Other events — 3.2 10.5 13.7 Other marketing services 1.7 5.7 0.4 7.8 Total revenues $ 42.5 $ 49.6 $ 10.9 $ 103.0 Six Months Ended June 30, 2020 Trade shows $ 47.9 $ 28.5 $ 2.3 $ 78.7 Other events — 4.4 9.8 14.2 Other marketing services 3.1 7.8 2.9 13.8 Total revenues $ 51.0 $ 40.7 $ 15.0 $ 106.7 Six Months Ended June 30, 2019 Trade shows $ 124.2 $ 71.1 $ 3.1 $ 198.4 Other events — 7.7 19.8 27.5 Other marketing services 3.7 9.8 1.0 14.5 Total revenues $ 127.9 $ 88.6 $ 23.9 $ 240.4 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: (in millions) June 30 2020 December 31, 2019 Furniture, equipment and other $ 6.4 $ 5.8 Leasehold improvements 3.1 3.0 9.5 8.8 Less: Accumulated depreciation (5.1 ) (4.6 ) Property and equipment, net $ 4.4 $ 4.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2019 $ 598.4 $ 337.3 $ 44.6 $ 980.3 Impairment charges (340.6 ) (198.5 ) (24.9 ) (564.0 ) Balance at June 30, 2020 $ 257.8 $ 138.8 $ 19.7 $ 416.3 |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at December 31, 2019 $ 112.7 $ 390.4 $ 105.6 $ 10.6 $ 1.3 $ 620.6 Accumulated amortization — (231.9 ) (6.9 ) (8.0 ) — (246.8 ) Net carrying amount at December 31, 2019 $ 112.7 $ 158.5 $ 98.7 $ 2.6 $ 1.3 $ 373.8 Gross carrying amount at June 30, 2020 $ 66.5 $ 373.2 $ 102.1 $ 11.3 $ 1.9 $ 555.0 Accumulated amortization — $ (245.1 ) $ (9.6 ) $ (8.8 ) — (263.5 ) Net carrying amount at June 30, 2020 $ 66.5 $ 128.1 $ 92.5 $ 2.5 $ 1.9 $ 291.5 |
Summary of Estimated Future Amortization Expense | Estimated future amortization expense as of June 30, 2020: (in millions) June 30, 2020 2020 (Remaining 6 months) $ 23.5 2021 45.4 2022 43.2 2023 30.3 2024 10.5 Thereafter 70.2 $ 223.1 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility | Long-term debt related to the Amended and Restated Term Loan Facility is comprised of the following indebtedness to various lenders: (in millions) June 30, 2020 December 31, 2019 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% 4.55% as of June 30, 2020 and December 31, 2019, respectively) and due 2024, net (a) $ 523.2 $ 525.4 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 517.5 $ 519.7 (a) The Amended and Restated Term Loan Facility, a seven-year |
Summary of Interest Expense | Interest expense reported in the condensed consolidated statements of income (loss) and comprehensive income (loss) consists of the following: Three months ended June 30, Six months ended June 30, (in millions) 2020 2019 2020 2019 Senior secured term loan $ 4.4 $ 7.0 $ 10.4 $ 14.1 Non-cash interest for amortization of debt discount and debt issuance costs 0.4 0.4 0.7 0.7 Revolving credit facility interest and commitment fees 0.8 0.4 1.2 1.0 Total interest expense $ 5.6 $ 7.8 $ 12.3 $ 15.8 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Risk (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of June 30, 2020, the Company’s assets measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 218.6 $ 218.6 $ — $ — Total assets at fair value $ 218.6 $ 218.6 $ — $ — Liabilities Market-based share awards liability (a) $ 0.1 $ — $ — $ 0.1 Contingent consideration (a) 3.9 — — 3.9 Total liabilities at fair value $ 4.0 $ — $ — $ 4.0 (a) Included within other noncurrent liabilities in the condensed consolidated balance sheet. As of December 31, 2019, the Company’s assets measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 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 (a) Included within other noncurrent liabilities in the condensed consolidated balance sheet. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Dividend Activity | Dividend activity for the first and second quarters of 2020 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2020 Three Months Ended June 30, 2020 Dividend declared on February 7, 2020 — Shareholders of record on February 21, 2020 — Dividend paid on March 06, 2020 — Dividend per share $ 0.0750 $ — Cash dividend paid $ 5.4 $ — Dividend activity for the first and second quarter of 2019 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2019 Three Months Ended June 30, 2019 Dividend declared on February 5, 2019 April 30, 2019 Shareholders of record on February 19, 2019 May 14, 2019 Dividend paid on March 05, 2019 May 28, 2019 Dividend per share $ 0.0725 $ 0.0750 Cash dividend paid $ 5.2 $ 5.4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the six months ended June 30, 2020, 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, 2019 7,151 $ 12.74 4.4 $ 5.8 Granted — — Exercised (9 ) 8.00 Forfeited (2,482 ) 11.45 Outstanding at June 30, 2020 4,660 $ 13.44 4.6 $ — Exercisable at June 30, 2020 3,419 $ 12.47 3.3 $ — |
Schedule of Restricted Stock Units Activity | RSU activity for the six months ended June 30, 2020 was as follows: (share data in thousands, except per share data) Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2019 668 $ 15.00 Granted 1,005 9.12 Forfeited (162 ) 10.90 Vested (141 ) 13.95 Unvested balance, June 30, 2020 1,370 $ 10.90 |
Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding | The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at the six months ended June 30, 2020 were as follows: June 30, 2020 Expected volatility 57.50 % Dividend yield 0.00 % Risk-free interest rate 0.61 % Weighted-average expected term (in years) 3.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions, share data in thousands except earnings per share) 2020 2019 2020 2019 Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. $ 9.9 $ 11.4 $ (560.2 ) $ 37.9 Accumulated accretion on 7% Series A Convertible Participating Preferred stock (0.1 ) — (0.1 ) — Participation rights on if-converted basis (0.2 ) — — — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders $ 9.6 $ 11.4 $ (560.3 ) $ 37.9 Weighted average common shares outstanding 71,444 71,905 71,413 71,866 Basic earnings per share $ 0.13 $ 0.16 $ (7.85 ) $ 0.53 Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders $ 9.6 $ 11.4 $ (560.3 ) $ 37.9 Diluted effect of stock options 26 1,060 — 1,129 Diluted weighted average common shares outstanding 71,470 72,965 71,413 72,995 Diluted earnings per share $ 0.13 $ 0.16 $ (7.85 ) $ 0.52 Anti-dilutive employee share awards excluded from diluted earnings per share calculation 5,978 3,777 5,957 3,777 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: (in millions) June 30, 2020 December 31, 2019 Accrued personnel costs $ 9.0 $ 8.3 Accrued event costs 7.2 3.8 Trade payables 5.8 5.7 Customer cash deposits transferred to future events 4.6 — Income tax payable 3.4 — Other current liabilities 2.7 4.3 Accrued interest — 0.1 Total accounts payable and other current liabilities $ 32.7 $ 22.2 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2020 2019 2020 2019 Revenues Commerce $ 1.5 $ 42.5 $ 51.0 $ 127.9 Design and Technology 3.9 49.6 40.7 88.6 All Other 1.6 10.9 15.0 23.9 Total revenues $ 7.0 $ 103.0 $ 106.7 $ 240.4 Other Income Commerce $ 34.6 $ — $ 34.6 $ — Design and Technology 12.9 — 12.9 — All Other 0.7 — 0.7 — Total other income $ 48.2 $ — $ 48.2 $ — Adjusted EBITDA Commerce $ 31.1 $ 22.4 $ 49.2 $ 74.5 Design and Technology 12.0 24.3 22.6 36.9 All Other (0.3 ) 3.4 2.9 7.8 Subtotal Adjusted EBITDA $ 42.8 $ 50.1 $ 74.7 $ 119.2 General corporate and other expenses $ (9.6 ) $ (8.9 ) $ (17.9 ) $ (18.6 ) Interest expense (5.6 ) (7.8 ) (12.3 ) (15.8 ) Goodwill impairment charges — — (564.0 ) — Intangible asset impairment charges — — (59.4 ) — Depreciation and amortization (12.2 ) (13.2 ) (25.0 ) (26.4 ) Stock-based compensation (1.1 ) (2.6 ) (2.7 ) (4.2 ) Deferred revenue adjustment — (0.1 ) — (0.2 ) Other items (1.2 ) (0.9 ) (5.2 ) (2.2 ) Income (loss) before income taxes $ 13.1 $ 16.6 $ (611.8 ) $ 51.8 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 20, 2020 | Jul. 24, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance receivables | $ 33.2 | $ 33.2 | ||||||
Amended and Restated Term Loan Facility [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Borrowings outstanding | 528.1 | 528.1 | ||||||
Revolving Credit Facility | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Borrowings outstanding | 0 | $ 0 | $ 10 | |||||
COVID-19 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Reduction in staff headcount and furloughs | 18.00% | |||||||
Insurance receivables | 191.1 | $ 191.1 | ||||||
Insurance settlement receivable, 2021 | 191.4 | 191.4 | ||||||
Other income from insurance settlement | 48.2 | |||||||
Insurance settlement received due to lost revenues | $ 48.2 | 15 | ||||||
Proceeds of interim payment event cancellation insurance claims | 89.1 | |||||||
COVID-19 [Member] | Surf Expo Summer 2020 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance settlements coverage limit | 6 | |||||||
COVID-19 [Member] | Surf Expo Winter 2021 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance settlements coverage limit | $ 7.7 | |||||||
COVID-19 [Member] | Subsequent Event | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Net proceeds from rights offering | $ 9.7 | |||||||
Insurance settlement received due to lost revenues | $ 33.2 | |||||||
COVID-19 [Member] | Private Placement [Member] | Onex Partners V L P | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Shares issued | 47,058,332 | |||||||
Proceeds from shares issued | $ 5.60 | $ 5.60 | ||||||
Aggregate proceeds from Issuance of Private Placement | $ 252 | |||||||
Net of fees and estimated expenses | $ 11.6 | |||||||
COVID-19 [Member] | Forecast [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Remaining proceeds from rights offering expected to be delivered | $ 126.9 | |||||||
COVID-19 [Member] | Forecast [Member] | Minimum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of estimate payment delay of employer payroll taxes due in 2021 | 50.00% | |||||||
Estimates payment delay of employer payroll taxes due date. | Dec. 31, 2021 | |||||||
Percentage of estimate payment delay and remaining of employer payroll taxes due in 2021 | 50.00% | |||||||
Estimates payment delay and remaining of employer payroll taxes due date. | Dec. 31, 2022 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Revenue From Contract With Customer [Line Items] | |||||
Current deferred revenues | $ 82,900,000 | $ 162,200,000 | $ 82,900,000 | $ 162,200,000 | $ 187,300,000 |
Total deferred revenues | 82,900,000 | 162,900,000 | 82,900,000 | 162,900,000 | |
Revenue recognized | 1,200,000 | 84,400,000 | 84,200,000 | 205,100,000 | |
Cancelled event liabilities | 45,600,000 | $ 45,600,000 | |||
Maximum [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Contracts with customers sales beginning period | 1 year | ||||
Contracts with customers commission benefited expected period | 1 year | ||||
Other Noncurrent Liabilities [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Long-term deferred revenues | $ 0 | $ 700,000 | $ 0 | $ 700,000 | |
Trade Show and Conference Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Concentration risk, percentage | 5.70% | 79.00% | 87.10% | 83.00% |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) | Jun. 30, 2020 |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 7 | $ 103 | $ 106.7 | $ 240.4 |
Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 81.5 | 78.7 | 198.4 | |
Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 13.7 | 14.2 | 27.5 | |
Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 7 | 7.8 | 13.8 | 14.5 |
Commerce [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1.5 | 42.5 | 51 | 127.9 |
Commerce [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 40.8 | 47.9 | 124.2 | |
Commerce [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1.5 | 1.7 | 3.1 | 3.7 |
Design and Technology [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3.9 | 49.6 | 40.7 | 88.6 |
Design and Technology [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 40.7 | 28.5 | 71.1 | |
Design and Technology [Member] | Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3.2 | 4.4 | 7.7 | |
Design and Technology [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3.9 | 5.7 | 7.8 | 9.8 |
All Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1.6 | 10.9 | 15 | 23.9 |
All Other [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 2.3 | 3.1 | ||
All Other [Member] | Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 10.5 | 9.8 | 19.8 | |
All Other [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 1.6 | $ 0.4 | $ 2.9 | $ 1 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) $ in Millions | Nov. 01, 2019USD ($) | Jun. 30, 2020Acquisition |
Business Acquisition [Line Items] | ||
Number of business acquired | Acquisition | 0 | |
G3 Communications [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price | $ | $ 15.7 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 9.5 | $ 8.8 |
Less: Accumulated depreciation | (5.1) | (4.6) |
Property and equipment, net | 4.4 | 4.2 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6.4 | 5.8 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3.1 | $ 3 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense related to property and equipment | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Goodwill [Line Items] | ||
Goodwill, beginning balance | $ 980,300,000 | |
Impairment charges | $ 0 | (564,000,000) |
Goodwill, ending balance | 416,300,000 | 416,300,000 |
Commerce [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 598,400,000 | |
Impairment charges | (340,600,000) | |
Goodwill, ending balance | 257,800,000 | 257,800,000 |
Design and Technology [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 337,300,000 | |
Impairment charges | (198,500,000) | |
Goodwill, ending balance | 138,800,000 | 138,800,000 |
All Other [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 44,600,000 | |
Impairment charges | (24,900,000) | |
Goodwill, ending balance | $ 19,700,000 | $ 19,700,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill impairment charges | $ 0 | $ 564,000,000 | ||||
Carrying value of fair value | $ 564,000,000 | |||||
Goodwill | 416,300,000 | 416,300,000 | $ 980,300,000 | |||
Impairment of indefinite-lived intangible assets | 59,400,000 | |||||
Impairment charges of long-lived assets | 0 | 13,200,000 | ||||
Impairment charges of long-lived assets remaining of fair value | 4,200,000 | |||||
Amortization expense | 11,900,000 | $ 12,900,000 | 24,400,000 | $ 25,800,000 | ||
Trade Names [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Impairment of indefinite-lived intangible assets | 0 | 0 | 46,200,000 | 0 | ||
Headroom [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill | $ 0 | |||||
Commerce [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill impairment charges | 340,600,000 | |||||
Goodwill | 257,800,000 | 257,800,000 | 598,400,000 | |||
Impairment charges of long-lived assets | $ 0 | |||||
Impairment of long-lived assets | 6,700,000 | |||||
Commerce [Member] | Trade Names [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Impairment of indefinite-lived intangible assets | 24,100,000 | |||||
Design and Technology [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill impairment charges | 198,500,000 | |||||
Goodwill | $ 138,800,000 | 138,800,000 | $ 337,300,000 | |||
Impairment charges of long-lived assets | $ 0 | |||||
Impairment of long-lived assets | 5,700,000 | |||||
Design and Technology [Member] | Trade Names [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Impairment of indefinite-lived intangible assets | $ 17,000,000 | |||||
Maximum [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Estimated future net cash flows discounted rate | 20.00% | 20.00% | ||||
Weighted average cost of capital discount rate | 14.50% | 14.50% | ||||
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 | 12.90% | 12.90% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | $ 555 | $ 620.6 |
Accumulated amortization | (263.5) | (246.8) |
Net carrying amount | 291.5 | 373.8 |
Customer Relationships Intangibles [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 373.2 | 390.4 |
Accumulated amortization | (245.1) | (231.9) |
Net carrying amount | 128.1 | 158.5 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 102.1 | 105.6 |
Accumulated amortization | (9.6) | (6.9) |
Net carrying amount | 92.5 | 98.7 |
Computer Software [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 11.3 | 10.6 |
Accumulated amortization | (8.8) | (8) |
Net carrying amount | 2.5 | 2.6 |
Capitalized Software in Progress [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 1.9 | 1.3 |
Net carrying amount | 1.9 | 1.3 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 66.5 | 112.7 |
Net carrying amount | $ 66.5 | $ 112.7 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Jun. 30, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2020 (Remaining 6 months) | $ 23.5 |
2021 | 45.4 |
2022 | 43.2 |
2023 | 30.3 |
2024 | 10.5 |
Thereafter | 70.2 |
Estimated future amortization expense | $ 223.1 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: Current maturities | $ 5.7 | $ 5.7 |
Long-term debt, net of current maturities, debt discount and deferred financing fees | 517.5 | 519.7 |
Amended and Restated Term Loan Facility, 2.92% and 4.55% Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan Facility | $ 523.2 | $ 525.4 |
Debt - Summary of Long-Term D_2
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Parenthetical) (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Nov. 27, 2017 | May 22, 2017 | |
LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.75% | 3.00% | ||
Amended and Restated Term Loan Facility, 2.92% and 4.55% Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.92% | 4.55% | ||
Maturity year | 2024 | 2024 | ||
Secured debt | $ 523.2 | $ 525.4 | ||
Unamortized discount | 2.2 | 2.5 | ||
Unamortized deferred financing fees | 2.7 | $ 3 | ||
Fair market value | $ 448.8 | |||
Amended and Restated Term Loan Facility, 2.92% and 4.55% Due 2024 [Member] | Senior Secured Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured debt maturity period | 7 years | |||
Secured debt | $ 565 | |||
Security debt maturity date | May 22, 2024 | |||
Amended and Restated Term Loan Facility, 2.92% and 4.55% Due 2024 [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.75% | 2.75% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility - Additional Information (Detail) - USD ($) $ in Millions | May 22, 2017 | Dec. 31, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | Nov. 27, 2017 |
LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin | 3.00% | 2.75% | |||
ABR [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin | 2.00% | 1.75% | |||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Net borrowings | $ 0 | $ 10 | |||
Stand-by letters of credit | $ 1 | $ 1 | |||
Amended and Restated Senior Secured Credit Facilities [Member] | Net Leverage Ratio lower than 2.75 [Member] | |||||
Debt Instrument [Line Items] | |||||
Decrease in applicable margin | 0.25% | ||||
Net leverage ratio | 275.00% | ||||
Amended and Restated Senior Secured Credit Facilities [Member] | Federal Funds Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Amended and Restated Senior Secured Credit Facilities [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Amended and Restated Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
First lien ratio | 2.33% | ||||
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 Revolving Credit Facility [Member] | Net Leverage Ratio is Less Than 2.50 [Member] | |||||
Debt Instrument [Line Items] | |||||
Decrease in applicable margin | 0.25% | ||||
Net leverage ratio | 250.00% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 0.4 | $ 0.4 | $ 0.7 | $ 0.7 |
Total interest expense | 5.6 | 7.8 | 12.3 | 15.8 |
Senior Secured Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense on senior secured term loan | 4.4 | 7 | 10.4 | 14.1 |
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility interest and commitment fees | $ 0.8 | $ 0.4 | $ 1.2 | $ 1 |
Debt - Covenants - Additional I
Debt - Covenants - Additional Information (Detail) - Revolving Credit Facility [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35.00% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 10 |
First Lien [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 550.00% |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 218.6 | $ 9.6 |
Total assets at fair value | 218.6 | 9.6 |
Liabilities | ||
Market-based share awards liability | 0.1 | 0.6 |
Contingent consideration | 3.9 | 4.3 |
Total liabilities at fair value | 4 | 4.9 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 218.6 | 9.6 |
Total assets at fair value | 218.6 | 9.6 |
Liabilities | ||
Market-based share awards liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Market-based share awards liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0 | 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 | 0.1 | 0.6 |
Contingent consideration | 3.9 | 4.3 |
Total liabilities at fair value | $ 4 | $ 4.9 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Risk - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Market-based share awards liability | $ 100,000 | $ 100,000 | $ 600,000 | |||
Contingent consideration | 3,900,000 | 3,900,000 | $ 4,300,000 | |||
Remeasurement adjustments | 400,000 | $ 0 | 400,000 | $ 0 | ||
Payments of contingent consideration | $ 0 | $ 0 | $ 0 | $ 0 | ||
Volatility Rate [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Contingent consideration measurement input | 0.450 | 0.450 | 0.30 | |||
Discount Rate [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Contingent consideration measurement input | 0.115 | 0.115 | 0.10 | |||
Market-based Share Awards [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Employee right to receive restricted stock equal to maximum cash price | $ 4,900,000 | $ 9,800,000 | $ 16,900,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | Aug. 20, 2020USD ($)shares | Jul. 24, 2020USD ($)shares | Jun. 10, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)BoardMember$ / sharesshares | Jun. 30, 2019USD ($)shares | Jun. 30, 2020USD ($)BoardMember$ / sharesshares | Jun. 30, 2019USD ($)shares | Jul. 31, 2019USD ($) | Nov. 20, 2018USD ($) |
Shareholders Equity [Line Items] | |||||||||
Repurchase of common stock | $ 500,000 | $ 100,000 | $ 600,000 | ||||||
July 2019 Share Repurchase Program [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 30,000,000 | ||||||||
Repurchase of common stock, shares | shares | 0 | 14,988 | |||||||
Repurchase of common stock | $ 0 | $ 100,000 | |||||||
November 2018 Share Repurchase Program [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | ||||||||
Repurchase of common stock, shares | shares | 0 | 38,091 | 0 | 43,437 | |||||
Repurchase of common stock | $ 500,000 | $ 600,000 | |||||||
Stock repurchase program, remaining authorized repurchase amount | $ 0 | $ 0 | |||||||
Series A Convertible Participating Preferred Stock [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Dividends payable to common stock | $ 0 | ||||||||
Conversion of preferred stock, period | 3 years | ||||||||
Consecutive trading days | 20 days | ||||||||
Right to redeem preferred stock threshold period | 6 years | ||||||||
Preferred stock as percentage on outstanding common stock on an as-converted basis | 30.00% | ||||||||
Series A Convertible Participating Preferred Stock [Member] | After Six-Year Anniversary Thereof [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Percentage of accreted liquidation preference | 105.00% | ||||||||
Series A Convertible Participating Preferred Stock [Member] | After Seven-Year Anniversary Thereof [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Percentage of accreted liquidation preference | 103.00% | ||||||||
Series A Convertible Participating Preferred Stock [Member] | Minimum [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Percentage of trading price per share of common stock after third anniversary | 175.00% | 175.00% | |||||||
Threshold purchase price for acquisition or disposition of assets | $ 100,000,000 | ||||||||
Series A Convertible Participating Preferred Stock [Member] | Maximum [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Number of board members to be appointed by holders of preferred stock | BoardMember | 5 | 5 | |||||||
Private Placement [Member] | Onex Partners V L P | Series A Convertible Participating Preferred Stock [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Shares issued | shares | 47,058,332 | ||||||||
Aggregate purchase price per share | $ / shares | $ 5.60 | ||||||||
Proceeds from issuance of preferred stock | $ 252,000,000 | ||||||||
Fees and estimated expenses | 11,600,000 | ||||||||
Proceeds from stock issuance used to repay debt | $ 50,000,000 | ||||||||
Preferred stock initial liquidation preference | $ / shares | $ 5.60 | $ 5.60 | |||||||
Number of shares issued upon conversion of preferred stock | shares | 1.59 | ||||||||
Preferred stock accretion rate per annum | 7.00% | ||||||||
Initial conversion price per share | $ / shares | $ 3.52 | ||||||||
Preferred stock, accretion | $ 100,000 | ||||||||
Aggregate liquidation preference | $ 263,600,000 | $ 263,600,000 | |||||||
Rights Offering [Member] | Subsequent Event | Series A Convertible Participating Preferred Stock [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Proceeds from issuance of preferred stock | $ 9,700,000 | ||||||||
Rights Offering [Member] | Subsequent Event | Onex Partners V L P | Series A Convertible Participating Preferred Stock [Member] | |||||||||
Shareholders Equity [Line Items] | |||||||||
Shares issued | shares | 22,660,587 | 1,727,427 | |||||||
Proceeds from issuance of preferred stock | $ 126,900,000 | $ 9,700,000 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Dividend Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Shareholders Equity [Line Items] | |||||
Cash dividend paid | $ 5.4 | $ 10.6 | |||
Director [Member] | |||||
Shareholders Equity [Line Items] | |||||
Dividend declared on | Feb. 7, 2020 | Apr. 30, 2019 | Feb. 5, 2019 | ||
Shareholders of record on | Feb. 21, 2020 | May 14, 2019 | Feb. 19, 2019 | ||
Dividend paid on | Mar. 6, 2020 | May 28, 2019 | Mar. 5, 2019 | ||
Dividend per share | $ 0.0750 | $ 0.0750 | $ 0.0725 | ||
Cash dividend paid | $ 5.4 | $ 5.4 | $ 5.2 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jan. 31, 2019USD ($)hshares | Feb. 29, 2020shares | Jan. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2019shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Deferred tax benefit for stock-based compensation | $ 300,000 | $ 800,000 | $ 200,000 | $ 1,100,000 | |||||
Stock-based compensation expense | 0 | 100,000 | 500,000 | 100,000 | |||||
Liability for awards | 100,000 | 100,000 | $ 600,000 | ||||||
Fair value of the awards | 1,100,000 | 800,000 | 1,100,000 | 800,000 | |||||
Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | 100,000 | 1,100,000 | 1,200,000 | 1,900,000 | |||||
Unrecognized stock-based compensation expense | 1,900,000 | $ 1,900,000 | |||||||
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 | 1,000,000 | 1,500,000 | $ 2,300,000 | 2,300,000 | |||||
Unrecognized stock-based compensation expense | $ 9,700,000 | $ 9,700,000 | |||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 3 years 2 months 12 days | ||||||||
Estimated shares of common stock granted | shares | 1,005,000 | ||||||||
Weighted-average grant date fair value | $ / shares | $ 9.12 | ||||||||
Estimated shares of common stock forfeited | shares | 162,000 | ||||||||
Market-based Share Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Employee right to receive restricted stock equal to maximum cash price | $ 4,900,000 | $ 9,800,000 | $ 16,900,000 | ||||||
Estimated weighted average conversion threshold | $ / shares | $ 21.09 | $ 21.08 | $ 21.08 | ||||||
Estimated shares of common stock issue upon conversion | shares | 45,718 | 78,041 | 78,041 | ||||||
Estimated shares of common stock granted | shares | 45,718 | 78,041 | |||||||
Weighted-average grant date fair value | $ / shares | $ 24.53 | $ 24.77 | |||||||
Maximum cash price | $ 14,000,000 | $ 14,000,000 | |||||||
Estimated shares of common stock forfeited | shares | 157,677 | 157,677 | |||||||
2019 Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of discount received | 10 | ||||||||
Common stock, reserved for issuance | shares | 500,000 | ||||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Offering period beginning date | 2019-02 | ||||||||
Offering period ending date | 2019-08 | ||||||||
Stock issued during period, shares | shares | 8,212,000 | 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 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 7,151 | |
Number of Options, Exercised | (9) | |
Number of Options, Forfeited | (2,482) | |
Number of Options Outstanding, Ending Balance | 4,660 | 7,151 |
Number of Options, Exercisable | 3,419 | |
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 12.74 | |
Weighted-Average Exercise Price per Option, Exercised | 8 | |
Weighted-Average Exercise Price per Option, Forfeited | 11.45 | |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 13.44 | $ 12.74 |
Weighted-Average Exercise Price per Option, Exercisable | $ 12.47 | |
Weighted-Average Remaining Contractual Term, Outstanding Balance | 4 years 7 months 6 days | 4 years 4 months 24 days |
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding Balance | $ 5.8 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units ("RSUs") [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Unvested, Beginning Balance | shares | 668 |
Number of RSUs, Granted | shares | 1,005 |
Number of RSUs, Forfeited | shares | (162) |
Number of RSUs, Vested | shares | (141) |
Number of RSUs Unvested, Ending Balance | shares | 1,370 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ / shares | $ 15 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 9.12 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 10.90 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 13.95 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 10.90 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding (Detail) - Market-based Share Awards [Member] | 6 Months Ended |
Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 57.50% |
Dividend yield | 0.00% |
Risk-free interest rate | 0.61% |
Weighted-average expected term (in years) | 3 years 9 months 18 days |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - 7% Series A Convertible Participating Preferred stock - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Line Items] | |||
Preferred stock, shares outstanding | 47,058,000 | 47,058,000 | 0 |
Convertible preferred stock, converted to common stock | 75,293,000 | 75,293,000 | |
Convertible preferred stock, percentage | 7.00% | 7.00% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Line Items] | ||||
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. | $ 9.9 | $ 11.4 | $ (560.2) | $ 37.9 |
Participation rights on if-converted basis | (0.2) | |||
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders | $ 9.6 | $ 11.4 | $ (560.3) | $ 37.9 |
Weighted average common shares outstanding | 71,444 | 71,905 | 71,413 | 71,866 |
Basic earnings per share | $ 0.13 | $ 0.16 | $ (7.85) | $ 0.53 |
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders | $ 9.6 | $ 11.4 | $ (560.3) | $ 37.9 |
Diluted effect of stock options | 26 | 1,060 | 1,129 | |
Diluted weighted average common shares outstanding | 71,470 | 72,965 | 71,413 | 72,995 |
Diluted earnings per share | $ 0.13 | $ 0.16 | $ (7.85) | $ 0.52 |
Anti-dilutive employee share awards excluded from diluted earnings per share calculation | 5,978 | 3,777 | 5,957 | 3,777 |
7% Series A Convertible Participating Preferred stock | ||||
Earnings Per Share [Line Items] | ||||
Accumulated accretion on 7% Series A Convertible Participating Preferred stock | $ (0.1) | $ (0.1) |
Earnings Per Share - Computat_2
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Parenthetical) (Detail) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
7% Series A Convertible Participating Preferred stock | ||
Earnings Per Share [Line Items] | ||
Convertible preferred stock, percentage | 7.00% | 7.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
U.S. Corporate federal income tax rate | 21.00% | ||||
Provision for (benefit from) income taxes | $ 3.2 | $ 5.2 | $ (51.6) | $ 13.9 | |
Effective income tax rates | 23.90% | 31.30% | 25.70% | 26.80% | |
Liabilities for unrecognized tax benefits and associated interest and penalties | $ 1.2 | $ 1.2 | $ 1.1 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued personnel costs | $ 9 | $ 8.3 |
Accrued event costs | 7.2 | 3.8 |
Trade payables | 5.8 | 5.7 |
Customer cash deposits transferred to future events | 4.6 | |
Income tax payable | 3.4 | |
Other current liabilities | 2.7 | 4.3 |
Accrued interest | 0.1 | |
Total accounts payable and other current liabilities | $ 32.7 | $ 22.2 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020SegmentBrandPortfolio | |
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 |
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 (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | ||||
Revenues | $ 7,000,000 | $ 103,000,000 | $ 106,700,000 | $ 240,400,000 |
Other Income | ||||
Other income | 48,200,000 | 48,200,000 | ||
Adjusted EBITDA | ||||
Subtotal Adjusted EBITDA | 42,800,000 | 50,100,000 | 74,700,000 | 119,200,000 |
General corporate and other expenses | (9,600,000) | (8,900,000) | (17,900,000) | (18,600,000) |
Interest expense | (5,600,000) | (7,800,000) | (12,300,000) | (15,800,000) |
Goodwill impairment charges | 0 | (564,000,000) | ||
Intangible asset impairment charges | (59,400,000) | |||
Depreciation and amortization | (12,200,000) | (13,200,000) | (25,000,000) | (26,400,000) |
Stock-based compensation | (1,100,000) | (2,600,000) | (2,700,000) | (4,200,000) |
Deferred revenue adjustment | (100,000) | (200,000) | ||
Other items | (1,200,000) | (900,000) | (5,200,000) | (2,200,000) |
Income (loss) before income taxes | 13,100,000 | 16,600,000 | (611,800,000) | 51,800,000 |
Commerce [Member] | ||||
Revenues | ||||
Revenues | 1,500,000 | 42,500,000 | 51,000,000 | 127,900,000 |
Other Income | ||||
Other income | 34,600,000 | 34,600,000 | ||
Adjusted EBITDA | ||||
Subtotal Adjusted EBITDA | 31,100,000 | 22,400,000 | 49,200,000 | 74,500,000 |
Goodwill impairment charges | (340,600,000) | |||
Design and Technology [Member] | ||||
Revenues | ||||
Revenues | 3,900,000 | 49,600,000 | 40,700,000 | 88,600,000 |
Other Income | ||||
Other income | 12,900,000 | 12,900,000 | ||
Adjusted EBITDA | ||||
Subtotal Adjusted EBITDA | 12,000,000 | 24,300,000 | 22,600,000 | 36,900,000 |
Goodwill impairment charges | (198,500,000) | |||
All Other [Member] | ||||
Revenues | ||||
Revenues | 1,600,000 | 10,900,000 | 15,000,000 | 23,900,000 |
Other Income | ||||
Other income | 700,000 | 700,000 | ||
Adjusted EBITDA | ||||
Subtotal Adjusted EBITDA | $ (300,000) | $ 3,400,000 | 2,900,000 | $ 7,800,000 |
Goodwill impairment charges | $ (24,900,000) |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Rights Offering [Member] - Series A Convertible Participating Preferred Stock [Member] $ / shares in Units, $ in Millions | Aug. 20, 2020USD ($)shares | Jul. 24, 2020USD ($)shares | Jul. 07, 2020Subscription_right$ / sharesshares | Jul. 06, 2020$ / sharesshares |
Forecast [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued | 22,660,587 | |||
Proceeds from issuance of preferred stock | $ | $ 126.9 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Convertible preferred stock, percentage | 7.00% | |||
Number of subscription rights for each share of common stock owned | Subscription_right | 1 | |||
Number of share of common stock holder is entitled to purchase by each subscription right | 1 | |||
Common stock subscription price per share | $ / shares | $ 5.60 | |||
Convertible preferred stock, converted to common stock | 1,590 | |||
Preferred stock, initial liquidation preference per share | $ / shares | $ 5.60 | |||
Preferred stock initial conversation price per share | $ / shares | $ 3.52 | |||
Subscriptions starting period | Jul. 22, 2020 | |||
Subscriptions closing period | Jul. 24, 2020 | |||
Preferred stock, shares issued | 1,727,427 | |||
Proceeds from issuance of preferred stock | $ | $ 9.7 |