Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Emerald Holding, Inc. | ||
Entity Central Index Key | 0001579214 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 129.2 | ||
Entity Common Stock, Shares Outstanding | 70,348,538 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | EEX | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-38076 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 42-1775077 | ||
Entity Address, Address Line One | 100 Broadway | ||
Entity Address, Address Line Two | 14th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10005 | ||
City Area Code | 949 | ||
Local Phone Number | 226-5700 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Irvine, California | ||
Auditor Firm ID | 238 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to the 2021 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Report. The Registrant’s Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 231.2 | $ 295.3 |
Trade and other receivables, net of allowances of $1.2 million and $1.1 million, as of December 31, 2021 and 2020, respectively | 46.4 | 30.7 |
Insurance receivables | 17.8 | |
Prepaid expenses | 12.5 | 8.5 |
Total current assets | 290.1 | 352.3 |
Noncurrent assets | ||
Property and equipment, net | 3.7 | 3.9 |
Intangible assets, net | 236.7 | 275 |
Goodwill, net | 514.2 | 404.3 |
Right-of-use lease assets | 15.1 | 16 |
Other noncurrent assets | 2.6 | 2.9 |
Total assets | 1,062.4 | 1,054.4 |
Current liabilities | ||
Accounts payable and other current liabilities | 51.8 | 31.1 |
Cancelled event liabilities | 9.8 | 25.9 |
Deferred revenues | 118.1 | 48.6 |
Right-of-use lease liabilities, current portion | 4.7 | 4.3 |
Term loan, current portion | 5.7 | 5.7 |
Total current liabilities | 190.1 | 115.6 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 510.9 | 515.3 |
Deferred tax liabilities, net | 1.5 | 1.9 |
Right-of-use lease liabilities, noncurrent portion | 13.3 | 13.4 |
Other noncurrent liabilities | 32.1 | 13.7 |
Total liabilities | 747.9 | 659.9 |
Commitments and contingencies (Note 16) | ||
Stockholders' deficit | ||
Common stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 800,000; 70,026 and 72,195 shares issued and outstanding at December 31, 2021 and 2020, respectively | 0.7 | 0.7 |
Additional paid-in capital | 653.2 | 690.7 |
Accumulated deficit | (773.3) | (695.2) |
Total stockholders’ deficit | (119.4) | (3.8) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,062.4 | 1,054.4 |
7% Series A Convertible Participating Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
7% Series A Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 80,000; 71,442 and 71,445 shares issued and outstanding; aggregate liquidation preference $444.1 million and $414.4 million at December 31, 2021 and 2020, respectively | $ 433.9 | $ 398.3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance - trade and other receivables, current | $ 1.2 | $ 1.1 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 70,026,000 | 72,195,000 |
Common stock, shares outstanding | 70,026,000 | 72,195,000 |
7% Series A Convertible Participating Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 80,000,000 | 80,000,000 |
Temporary equity, shares issued | 71,442,000 | 71,445,000 |
Temporary equity, shares outstanding | 71,442,000 | 71,445,000 |
Temporary equity, liquidation preference | $ 444.1 | $ 414.4 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 145.5 | $ 127.4 | $ 360.9 |
Other income | 77.4 | 107 | 6.1 |
Cost of revenues | 55.5 | 57.6 | 120.2 |
Selling, general and administrative expense | 143 | 118.6 | 133.4 |
Depreciation and amortization expense | 47.6 | 48.6 | 52 |
Goodwill impairments | 7.2 | 603.4 | 69.1 |
Intangible asset impairments | 32.7 | 76.8 | 17 |
Operating loss | (63.1) | (670.6) | (24.7) |
Interest expense | 15.8 | 20.6 | 30.3 |
Loss on disposal of fixed assets | 0.5 | ||
Loss before income taxes | (79.4) | (691.2) | (55) |
Benefit from income taxes | (1.3) | (57.6) | (5) |
Net loss and comprehensive loss | (78.1) | (633.6) | (50) |
Accretion to redemption value of redeemable convertible preferred stock | (35.6) | (15.6) | |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (113.7) | $ (649.2) | $ (50) |
Basic loss per share | $ (1.59) | $ (9.09) | $ (0.70) |
Diluted loss per share | $ (1.59) | $ (9.09) | $ (0.70) |
Basic weighted average common shares outstanding | 71,309 | 71,431 | 71,719 |
Diluted weighted average common shares outstanding | 71,309 | 71,431 | 71,719 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Millions | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | (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 | 7.2 | 7.2 | |||
Stock-based compensation, shares | 77,000 | ||||
Dividends on common stock | (21.3) | (21.3) | |||
Issuance of common stock under equity plans and preferred stock | 4.3 | 4.3 | |||
Issuance of common stock under equity plans and preferred stock, shares | 537,000 | ||||
Repurchase of common stock | (8.3) | (0.1) | (8.2) | ||
Repurchase of common stock, shares | (853,000) | ||||
Net loss and comprehensive loss | (50) | (50) | |||
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 | 6.9 | 6.9 | |||
Stock-based compensation, shares | 207,000 | ||||
Dividends on common stock | (5.4) | (5.4) | |||
Issuance of common stock under equity plans and preferred stock | 0.2 | 0.2 | |||
Issuance of common stock under equity plans and preferred stock, shares | 46,000 | ||||
Issuance of common stock for acquisition | 4.4 | 4.4 | |||
Issuance of common stock for acquisition, shares | 806,000 | ||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of offering costs | $ 382.7 | ||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of offering costs, shares | 71,446,000 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (15.6) | (15.6) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 15.6 | ||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (1,000) | ||||
Redeemable convertible preferred stock conversion, shares | 2,000 | ||||
Repurchase of common stock | (0.9) | (0.9) | |||
Repurchase of common stock, shares | (218,000) | ||||
Net loss and comprehensive loss | (633.6) | (633.6) | |||
Balance at Dec. 31, 2020 | (3.8) | $ 0.7 | 690.7 | (695.2) | |
Temporary Equity, Balance, shares at Dec. 31, 2020 | 71,445,000 | ||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 398.3 | ||||
Balance, shares at Dec. 31, 2020 | 72,195,000 | ||||
Stock-based compensation | 10.4 | 10.4 | |||
Stock-based compensation, shares | 283,000 | ||||
Issuance of common stock under equity plans and preferred stock | 0.1 | 0.1 | |||
Issuance of common stock under equity plans and preferred stock, shares | 42,000 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (35.6) | (35.6) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 35.6 | ||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (3,000) | ||||
Redeemable convertible preferred stock conversion, shares | 4,000 | ||||
Repurchase of common stock | (12.4) | (12.4) | |||
Repurchase of common stock, shares | (2,498,000) | ||||
Net loss and comprehensive loss | (78.1) | (78.1) | |||
Balance at Dec. 31, 2021 | $ (119.4) | $ 0.7 | $ 653.2 | $ (773.3) | |
Temporary Equity, Balance, shares at Dec. 31, 2021 | 71,442,000 | ||||
Temporary Equity, Balance at Dec. 31, 2021 | $ 433.9 | ||||
Balance, shares at Dec. 31, 2021 | 70,026,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (78,100,000) | $ (633,600,000) | $ (50,000,000) |
Adjustments to reconcile net loss to net cash provided (used in) by operating activities: | |||
Stock-based compensation | 10,400,000 | 6,700,000 | 7,700,000 |
Allowance for credit losses | 400,000 | 700,000 | 600,000 |
Depreciation and amortization expense | 47,600,000 | 48,600,000 | 52,000,000 |
Goodwill impairments | 7,200,000 | 603,400,000 | 69,100,000 |
Intangible asset impairments | 32,700,000 | 76,800,000 | 17,000,000 |
Loss on disposal of fixed assets | 500,000 | ||
Non-cash operating lease expense | 3,300,000 | 3,300,000 | 3,200,000 |
Amortization of deferred financing fees and debt discount | 1,500,000 | 1,500,000 | 1,400,000 |
Deferred income taxes | (400,000) | (58,100,000) | (15,400,000) |
Remeasurement of contingent consideration | 2,000,000 | 1,500,000 | |
Changes in operating assets and liabilities, net of effect of businesses acquired: | |||
Trade and other receivables | (15,600,000) | 30,600,000 | 3,400,000 |
Insurance receivables | 17,800,000 | (17,800,000) | |
Prepaid expenses | (3,700,000) | 15,600,000 | (4,200,000) |
Other noncurrent assets | 100,000 | (1,800,000) | 100,000 |
Accounts payable and other current liabilities | 19,200,000 | 5,700,000 | (7,100,000) |
Cancelled event liabilities | (16,100,000) | 25,900,000 | |
Income tax payable | 200,000 | ||
Deferred revenues | 67,500,000 | (140,000,000) | (6,400,000) |
Operating lease liabilities | (2,000,000) | (3,200,000) | (3,200,000) |
Other noncurrent liabilities | (4,500,000) | (2,900,000) | (400,000) |
Net cash provided by (used in) operating activities | 90,000,000 | (37,100,000) | 67,800,000 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (125,300,000) | (33,300,000) | (12,800,000) |
Purchases of property and equipment | (1,500,000) | (900,000) | (1,600,000) |
Purchases of intangible assets | (5,100,000) | (3,100,000) | (2,300,000) |
Net cash used in investing activities | (131,900,000) | (37,300,000) | (16,700,000) |
Financing activities | |||
Payment of deferred consideration for acquisition of businesses | (4,200,000) | (800,000) | (1,000,000) |
Proceeds from borrowings on revolving credit facility | 95,000,000 | 16,000,000 | |
Repayment of revolving credit facility | (105,000,000) | (46,000,000) | |
Repayment of principal on term loan | (5,700,000) | (5,700,000) | (5,700,000) |
Cash dividends paid | 0 | (5,400,000) | (21,300,000) |
Repurchase of common stock | (12,400,000) | (900,000) | (8,300,000) |
Proceeds from issuance of redeemable convertible preferred stock | 400,100,000 | ||
Payment of redeemable convertible preferred stock offering costs | (17,400,000) | ||
Proceeds from issuance of common stock under equity plans | 100,000 | 200,000 | 4,300,000 |
Net cash (used in) provided by financing activities | (22,200,000) | 360,100,000 | (62,000,000) |
Net (decrease) increase in cash and cash equivalents | (64,100,000) | 285,700,000 | (10,900,000) |
Cash and cash equivalents | |||
Beginning of year | 295,300,000 | 9,600,000 | 20,500,000 |
End of year | 231,200,000 | 295,300,000 | 9,600,000 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 200,000 | 1,100,000 | 11,900,000 |
Cash paid for interest | 13,800,000 | 18,500,000 | 28,800,000 |
2021 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | $ 24,000,000 | ||
2020 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | 10,400,000 | ||
Deferred payment related to 2020 acquisitions | 2,000,000 | ||
Fair value of common stock issued related to 2020 acquisition | 4,400,000 | ||
2019 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | $ 2,900,000 | $ 4,300,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Emerald Holding, Inc. (“Emerald” or “the Company”) is a corporation formed on April 26, 2013, under the laws of the State of Delaware. Emerald is majority owned by investment funds managed by an affiliate of Onex Partners Manager LP (“Onex Partners”). The Company is a leading operator of large business-to-business trade shows in the United States (“U.S.”). The Company operates in a number of broadly-defined industry sectors: Retail; Design; Technology; Equipment; and Safety & Security. Each of the Company’s events are typically held at least once per year and provide a venue for exhibitors to launch new products, develop sales leads and promote their brands. In addition to organizing trade shows, conferences and other events (collectively, “Events”), the Company operates websites and related digital products, and produces publications, each of which is aligned with a specific sector for which it organizes an event. The Company also offers B2B ecommerce and digital merchandising solutions to manufacturers and retailers, through its Elastic Suite and Flex platforms. Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive loss; as such, its comprehensive loss is the same as net loss for all periods presented. 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, as well as quarantine requirements. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, In addition, beginning in October 2020 management announced the cancellation or postponement of numerous live events that were scheduled for the first half of 2021, including all but several relatively small live events staging in the first six months of 2021. The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled all upcoming events for a period of multiple months and years due to a pandemic where the timing for resolution and ultimate impact of the pandemic remains uncertain. Although the Company has largely resumed nearly all of its event operations, management still cannot estimate with certainty whether event exhibitors and attendees will attend the Company’s events at levels close to pre-pandemic levels. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. During the years ended December 31, 2021 and 2020, the Company implemented several actions to preserve cash and strengthen its liquidity position, including, but not limited to: • Completing the sale of its 7% Series A Redeemable Convertible Participating Preferred Stock (the “redeemable convertible preferred stock”), generating net proceeds of $382.7 million; • Reducing its expense structure across all key areas of discretionary spending; • Significantly reducing the use of outside contractors; • Suspending the regular quarterly cash dividend. 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, for the policies covering calendar years 2021 and 2020, Emerald is insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. However, Emerald’s renewed event cancellation insurance policies for the calendar year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. Coverage for each of the Company’s event cancellation insurance policies extends to include additional promotional and marketing expenses necessarily incurred by us should a covered loss occur. These policies also include a terrorism endorsement covering an act of terrorism and/or threat of terrorism directed at the insured event or within the United States or its territories. The aggregate limit under these event cancellation insurance policies is approximately $191.1 million in 2020, $191.4 million in 2021 and $100.0 million in 2022 if losses arise for reasons within the scope of these policies. In addition to these primary policies, Emerald maintains separate event cancellation insurance policies for the Surf Expo Summer 2020, Surf Expo Winter 2021, Surf Expo Winter 2022 and Surf Expo Summer 2022 shows, with respective coverage limits of $6.0 million, $7.7 million, $8.4 million and $6.5 million. Similar to the primary event cancellation insurance policies, coverage for the outbreak of communicable disease, including COVID-19, is included for the policies covering Surf Expo Summer 2020 and Surf Expo Winter 2021, but not included for the policies covering Surf Expo Winter 2022 and Surf Expo Summer 2022. The Company is in the process of pursuing claims under the 2021 and 2020 insurance policies to offset the financial impact of cancelled events as a result of COVID-19. To date, the Company has submitted claims related to impacted or cancelled events previously scheduled to take place in 2021 and 2020 of approximately $82.3 million and $167.0 million, respectively. Other income recognized to date, related to insurance proceeds received or confirmed on the claims related to events previously scheduled to take place in 2021 and 2020, totaled $43.0 million and $141.4 million, respectively. During the years ended December 31, 2021 and 2020, the Company recorded Other income of $77.4 million and $107.0 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable. Outstanding claims are subject to review and adjustment and there is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policies. 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. As a result, the payment of approximately $1.8 million of employer payroll taxes otherwise due in 2020 was delayed, with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. The Company paid $0.9 million of the deferred employer payroll taxes in December 2021. As of December 31, 2021, the Company had $519.7 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. As of December 31, 2021, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities. 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 at least the next twelve months. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, allowance for credit losses, useful lives of intangible assets, long-lived asset and goodwill impairments and assumptions used in valuing the Company’s allocation of purchase price, including acquired deferred revenues, intangible assets, contingent consideration and goodwill, deferred taxes and stock-based compensation expense. 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. Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts and in money market mutual funds, which at times may exceed federally insured limits. As of December 31, 2021 and 2020, the Company held $209.7 million and $291.1 million of money market mutual funds, respectively, which are highly liquid and quoted in active markets. The Company considers cash deposits in banks and money market mutual funds with original maturities at purchase of three months or less to be cash equivalents. As of December 31, 2021 and 2020, amounts receivable from credit card processors, totaling $0.3 million and $0.2 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP provides an established hierarchy and framework for inputs used to measure fair value. The fair value hierarchy gives the highest priority to inputs using quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. There are three levels of inputs that may be used to measure fair value: • Level 1 – includes financial instruments for which there are quoted market prices in active markets for identical assets or liabilities. • Level 2 – includes financial instruments for which there are observable market-based inputs for similar assets or liabilities that are corroborated by market data. • Level 3 – includes financial instruments for which unobservable inputs that are not corroborated by market data which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. The Company’s contingent consideration liabilities related to the 2021 Acquisitions, 2020 Acquisitions and 2019 Acquisition are classified as Level 3 liabilities, which are measured at fair value based on significant unobservable inputs and re-measured to an updated fair value at each reporting period. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s contingent consideration. The Company’s market-based share award liabilities are classified as Level 3 liabilities, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. Refer to Note 12, Stock-based Compensation The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets, which are measured at fair value based on the closing price of these assets as of the reporting date. Refer to Note 9, Fair Value Measurements Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities. Accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Cash and cash equivalents are recorded at fair value. Financial instruments also include the Company’s revolving credit facility and senior term loan with third party financial institutions. Cash and cash equivalents, accounts receivable, and the revolving credit facility and term loan potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss for cash and cash equivalents, these financial instruments are primarily held with large, reputable financial institutions in the United States. As of December 31, 2021 and 2020, the Company’s uninsured cash and cash equivalents balances totaled $231.2 million, and $295.3 million, respectively. As of December 31, 2021 and 2020, the Company’s trade receivables balances totaled $46.4 million, and $30.7 million, respectively. No single customer accounts for more than 10% of gross accounts receivable as of December 31, 2021 or 2020. As of December 31, 2021 and 2020, an allowance for credit losses was recorded to account for potential credit losses. Credit risk with respect to trade receivables is low due to the Company’s large customer base dispersed across different industries. As of December 31, 2021 and 2020, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2021 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% (equal to 2.59%) at period end, including short-term portion $ 493.6 $ 519.7 Total $ 493.6 $ 519.7 December 31, 2020 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% (equal to 2.65%) at period end, including short-term portion $ 491.1 $ 525.4 Total $ 491.1 $ 525.4 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using observable market-based inputs that are corroborated by market data (Level 2 inputs). Trade and Other Receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are presented on the face of the consolidated balance sheets, net of allowance for credit losses. 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. Prepaid Expenses Prepaid expenses are primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rental deposits and insurance costs, in advance of the event. Such costs are deferred in prepaid expenses on the consolidated balance sheets when paid and reported on the consolidated statements of loss and comprehensive loss as cost of revenues upon the staging of the event. Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 10 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. Definite-lived Intangible Assets Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and other amortized intangible assets. Definite-lived intangible assets are amortized over their estimated useful lives based on the pattern of expected economic benefit. Estimated Useful Life Weighted Average Customer relationships 5-10 years 9 years Definite-lived trade names 10-30 years 23 years Acquired technology 7 years 7 years Computer software 3-7 years 5 years Refer to Note 6, Intangible Assets and Goodwill d Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company conducts the long-lived asset impairment analysis at the asset group level. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares the resulting amount to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Intangible Assets and Goodwill Indefinite-Lived Intangible Assets The Company’s indefinite-lived intangible assets consist of trade names. Indefinite-lived intangible assets are tested annually for impairment at October 31, or between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value of an asset group may be impaired. The Company conducts its impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and has determined it has multiple asset groups that are typically at the trade show brand level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset group is impaired. To perform a qualitative assessment, the Company must identify and evaluate changes in economic, industry and entity-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset group. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-lived intangible asset group is impaired, a fair value calculation will be performed to measure the amount of impairment losses to be recognized, if any. The fair values of the Company’s indefinite-lived trade name asset groups are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rates are estimated using evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. The fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital, tax rate and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. Refer to Note 6, Intangible Assets and Goodwill Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized, but instead tested for impairment. The Company tests for impairment on October 31 of each year, or more frequently should an event or a change in circumstances that would indicate the carrying value may be impaired. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill impairment test at the reporting unit level. 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. In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Company determines a fair value test is necessary, it estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, revenue growth rates, weighted average cost of capital, forecasting future expenses, selecting appropriate discount rates and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting units with the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated balance sheet. Refer to Note 6, Intangible Assets and Goodwill , for the goodwill impairment recorded during the year s ended December 31, 20 2 1 , 20 20 , and 2019 . Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in selling, general and administrative expense in the consolidated statements of loss and comprehensive loss. There is $38.5 million and $13.3 million of contingent consideration outstanding at December 31, 2021 and 2020, respectively. Fair Value Measurements Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenues Trade Shows and Other Events A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. Revenue from the Company’s trade shows and other events is recognized in the period the trade show or other event stages as the Company’s performance obligations have been satisfied. As a result of the COVID-19 related show cancellations described above, trade show revenues declined significantly during the years ended December 31, 2021 and 2020. Trade show and other events generated approximately 71%, 79% and 92% of revenues for the years ended December 31, 2021, 2020, and 2019, respectively. Other Marketing Services Revenues from the Company’s other marketing services primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector. These revenues are recognized in the period in which the digital products are provided or publications are issued. Deferred Revenue The Company typically invoices and collects payment in-full from customers prior to the staging of a trade show or other event and records deferred revenues in the consolidated balance sheets until the staging of the trade show or other event. As of December 31, 2021 and 2020, the Company had deferred revenues of $118.1 million and $48.6 million, respectively, of which, $42.2 million and $25.6 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. Other Income As a result of the measures enacted in March 2020 to prevent the spread of COVID-19 across the United States, management made the decision to cancel substantially all of the Company’s face-to-face events scheduled through the end of 2020. In addition, beginning in October 2020, management announced the cancellation or postponement of numerous live events that were scheduled for the first half of 2021, including all but several relatively small live events staging in the first six months of 2021. In the second half of 2021, due to the continued effects of COVID-19 related issues such as international travel restrictions, certain events were cancelled or experienced reduced attendance. As noted previously, the Company maintained 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, including event cancellations caused by the outbreak of communicable diseases, including COVID-19. Emerald’s renewed event cancellation insurance policies for the year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. The Company received payments of $95.3 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2021. As a result, during the year ended December 31, 2021, the Company reported other income of $77.4 million to recognize the amount that was recovered from the insurance company in the consolidated statements of loss and comprehensive loss. The Company received payments of $89.2 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2020 and management concluded that the receipt of $17.8 million of additional insurance proceeds was realizable as of December 31, 2020. As a result, during the year ended December 31, 2020, the Company reported other income of $107.0 million to recognize the amount that was recovered from the insurance company in the consolidated statements of loss and comprehensive loss. During the third quarter of 2019, as a result of Hurricane Dorian, the Company’s Surf Expo and Imprinted Sportswear Show - Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments using the effective interest method for the Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Following the June 2019 appointment of the Company’s chief executive officer, who is considered the CODM, the Company changed the financial reporting structure, in the fourth quarter of 2019, which resulted in a change in reporting segments. The CODM evaluates performance based on the results of six executive brand portfolios, which represent the Company’s six operating segments. Based on an evaluation of economic similarities, four operating segments are aggregated into two reportable segments, the Commerce and the Design and Technology reportable segments. operating segments do not meet the quantitative thresholds of a reportable operating segment and did not meet the aggregation criteria set forth in Accounting Standards Codification (“ ASC ”) Topic 280, Segment Reporting, and are referred to as “All Other.” Refer to Note 1 8 , Segment Information , for information regarding the Company’s repor table segments. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss. These costs include brand advertising, telemarketing, direct mail and other sales promotion expenses associated with the Company’s trade shows, conference events, digital media, Elastic Suite and Flex platforms and publications. Advertising and marketing costs totaled $6.3 million, $6.7 million and $17.0 million, for the years ended December 31, 2021, 2020 and 2019, respectively. Stock-Based Compensation The Company uses share-based compensation, including stock options and restricted stock units, to provide long-term performance incentives for its employees and non-employee directors. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of loss and comprehensive loss; however, no expense is recognized for awards that do not ultimately vest. The |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted Accounting Pronouncements | Note 2. In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard (“ASU”) 2021-08 (“ASU 2021-08”), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. This guidance is effective for fiscal years beginning after December 15, 2022, and for interim periods within that year. Early adoption is permitted and the amendments in ASU 2021-08 should be applied to business combinations occurring during the year of adoption. The Company adopted ASU 2021-08 in October 2021 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 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. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued 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 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 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 consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden of accounting for (or recognizing the effects of) reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”). ASU 2021-01 clarifies certain optional expedients in ASU 2020-04 that may be applied to derivatives that are affected by the discounting transition. The amendments in ASU 2020-04, including ASU 2021-01, 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 does not expect the adoption of these accounting standards will have a material impact on the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 3. Revenues The COVID-19 pandemic has had, and will 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 have had a significant effect on the production of the Company’s trade shows and other events. Due to the measures governments and private organizations implemented in order to stem the spread of COVID-19, the Company cancelled all but one of the trade shows and other events which had been scheduled to stage in the second half of March 2020 through December 2020, and also cancelled or postponed numerous trade shows and other events in the first half of 2021, including all but several relatively small live events staging in the first half of 2021. Due to the reopening of most major municipalities in the United States in June 2021, the Company was able to hold 56 in-person events during the second half of 2021. While travel restrictions on international travelers to the United States were lifted in the fourth quarter of 2021, the ongoing effects of COVID-19 on the Company’s operations and event calendar have had, and will continue to have, a material negative impact on its financial results. Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event and over the subscription period for access to the Company’s subscription software and services. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs. The ongoing COVID-19 pandemic and its consequences forced the Company to cancel a significant portion of the Company’s in person events beginning in March 2020 through the end of the year and the first half of 2021. Trade show and other events revenues represented approximately 71%, 79% and 92% of total revenues for the years ended December 31, 2021, 2020, and 2019, respectively. Other marketing services revenues primarily consist of subscription software and services, subscription fees for educational and e-learning services, advertising sales for digital products and industry publications and are recognized in the period in which the digital products are provided or publications are issued. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services. Current deferred revenues are reported as deferred revenues on the consolidated balance sheets and were $118.1 million and $48.6 million as of December 31, 2021 and 2020, respectively. Long-term deferred revenues as of December 31, 2021 and 2020 were $0.2 million and zero, respectively, and are reported as other noncurrent liabilities on the consolidated balance sheets. Total deferred revenues, including the current and non-current portions, were $118.3 million and $48.6 million, as of December 31, 2021 and 2020, respectively. The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of December 31, 2021, cancelled event liabilities of $9.8 million represents $5.6 million of deferred revenues for cancelled trade shows and $4.2 million of related accounts receivable reclassified to cancelled event liabilities in the consolidated balance sheets. As of December 31, 2020, cancelled event liabilities of $25.9 million represents $13.6 million of deferred revenues for cancelled trade shows and $12.3 million of related accounts receivable credits reclassified to cancelled event liabilities in the consolidated balance sheets. The following table represents the deferred revenue activity for the years ended December 31, 2021, 2020, and 2019, respectively: (in millions) 2021 2020 2019 Balance at beginning of period $ 48.6 $ 187.4 $ 192.4 Consideration earned during the period (123.1 ) (91.7 ) (308.6 ) Invoiced during the period 205.6 122.0 302.1 Attributable to show cancellations (14.6 ) (170.3 ) — Additions related to business combinations 1.8 1.2 1.5 Balance at end of period $ 118.3 $ 48.6 $ 187.4 Performance Obligations For the Company’s trade shows and other events, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied, which is typically at the completion of a show or event. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. For the Company’s subscription software and services, the Company may enter into contracts with customers that include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and related professional services are deferred and recognized over the expected customer life, which is four years . Subscription revenue i s recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are typically three-year terms with one-year renewals following the initial three-year term. For the Company’s other marketing services, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of one year or less. The Company’s performance obligations greater than one year are immaterial. Disaggregation of Revenue The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Year Ended December 31, 2021 (in millions) Trade shows $ 50.0 $ 33.3 $ 0.7 $ 84.0 Other events 1.8 7.3 10.4 19.5 Subscription software and services — — 11.1 11.1 Other marketing services 5.5 14.8 10.6 30.9 Total revenues $ 57.3 $ 55.4 $ 32.8 $ 145.5 Year Ended December 31, 2020 Trade shows $ 49.3 $ 28.7 $ 2.3 $ 80.3 Other events 2.2 7.5 11.2 20.9 Subscription software and services — — — — Other marketing services 5.4 15.0 5.8 26.2 Total revenues $ 56.9 $ 51.2 $ 19.3 $ 127.4 Year Ended December 31, 2019 Trade shows $ 177.4 $ 106.9 $ 7.2 $ 291.5 Other events 0.6 12.8 25.8 39.2 Subscription software and services — — — — Other marketing services 6.7 20.2 3.3 30.2 Total revenues $ 184.7 $ 139.9 $ 36.3 $ 360.9 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services, which are expensed over the expected customer relationship period. As of December 31, 2021 and 2020, the Company does not have material contract assets. Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services. Contract liabilities less than one year from the date of the performance obligation are reported on the consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the consolidated balance sheets in other noncurrent liabilities. The Company’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications are generally short term, as sales typically begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited by each commission to be less than one year , and as a result, the Company expenses sales commissions associated with trade shows, other events and other marketing services as incurred. Sales commissions are reported on the consolidated statements of loss and comprehensive loss as selling, general and administrative expense . Accounts Receivable The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar 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 years ended December 31, 2021 and 2020, were not material. Contract Estimates and Judgments The Company’s trade show, other event and other marketing sales revenue contracts do not require significant estimates or judgments based on the nature of the Company’s contracts. The sales price in the Company’s contracts are fixed and stated on the face of the contract. All consideration from contracts is included in the transaction price. The Company’s contracts with multiple performance obligations are considered to be fulfilled upon the completion of each trade show, publication issuance or as advertising services are provided, as applicable. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 4. The Company acquired certain assets and assumed certain liabilities of two companies in 2021 (the “2021 Acquisitions”), two companies in 2020 (the “2020 Acquisitions”) and one company 2019 (the “2019 Acquisition”) as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. T he Company recorded goodwill of $117.1 million and $27.4 million in the years ended December 31, 2021 and 2020, respectively. In the view of management, the goodwill recorded reflects the future cash flow expectations for the acquired businesses’ market positions in their respective industries, synergies and assembled workforce. 2021 Acquisitions MJBiz In furtherance of the Company’s strategy to provide year-round engagement and to expand into one of the highest growth business sectors in North America, the Company executed an asset purchase agreement on December 31, 2021 to acquire certain assets and assume certain liabilities associated with MJBiz for a total estimated purchase price of $142.2 million, which included an initial cash payment of $118.2 million and contingent consideration with an estimated fair value of $24.0 million. MJBiz is an event producer and content platform serving the cannabis industry. The acquisition was financed with cash from operations. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable , h owever, actual results may differ from these estimates. Identified intangible assets associated with MJBiz included trade name and customer relationship intangible assets of $7.1 million and $23.3 million, respectively. The weighted-average amortization period of the trade names acquired was 10.0 years. The weighted-average amortization period of the customer relationships acquired was External acquisition costs of $1.0 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss. The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date: (in millions) December 31, 2021 Trade and other receivables $ 0.6 Prepaid expenses 0.1 Goodwill 113.8 Intangible assets 30.4 Deferred revenues (1.3 ) Other current liabilities (1.4 ) Preliminary purchase price $ 142.2 Sue Bryce Education and The Portrait Masters In furtherance of the Company’s strategy to provide year-round engagement for its customer base and to expand its subscription services offerings, the Company executed an asset purchase agreement on April 1, 2021 to acquire certain assets and assume certain liabilities associated with Sue Bryce Education and The Portrait Masters for a total estimated purchase price of $7.7 million, which included an initial cash payment of $6.9 million and contingent consideration with an estimated fair value of $0.8 million. As of December 31, 2021, the estimated fair value of the contingent consideration was $1.0 million. Sue Bryce Education and The Portrait Masters is a subscription-based photography business education and e-learning service with a photography conference. The acquisition was financed with cash from operations. Identified intangible assets associated with the Sue Bryce Education and The Portrait Masters included customer relationship, content, non-compete agreements and trade name intangible assets of $1.9 million, $1.5 million, $1.2 million and $0.3 million, respectively. The weighted-average amortization periods of the customer relationships, content, non-compete agreements and trade name intangible assets were 3 years, 5 years, 5 years and 10 years, respectively. There is no assumed residual value for the acquired customer relationships, content, non-compete agreements or trade name intangible assets. External acquisition costs of $0.1 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss. certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The measurement period was closed in the second quarter of 2021. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) April 1, 2021 Goodwill $ 3.3 Intangible assets 4.9 Deferred revenues (0.5 ) Purchase price, including working capital adjustment $ 7.7 2020 Acquisitions PlumRiver Technologies (“PlumRiver”) On December 31, 2020, in furtherance of the Company’s strategy to provide year-round engagement for its customer base and to expand its digital commerce capabilities, the Company acquired certain assets and assumed certain liabilities associated with PlumRiver External acquisition costs of $1.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss. There was no revenue or net income (loss) generated from the acquisition during 2020. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The measurement period was closed in the first quarter of 2021. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) December 31, 2020 Trade and other receivables $ 1.9 Goodwill 25.4 Intangible assets 19.9 Accounts payable and other current liabilities (0.3 ) Deferred revenues (0.5 ) Purchase price, including working capital adjustment $ 46.4 EDspaces In line with the Company’s strategic growth initiatives, on December 21, 2020, the Company acquired certain assets and assumed certain liabilities associated with EDspaces for a total estimated purchase price of $3.6 million, which included a negative working capital adjustment of approximately $1.0 million and contingent consideration of $0.4 million. The contingent consideration is based upon exceeding revenue targets and is expected to be paid in 2023. The acquisition was financed with cash from operations. No material external acquisition costs were incurred and there was no revenue during 2020 and the net loss generated from the acquisition during the 2020 post-acquisition period was not material. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The measurement period was closed in the fourth quarter of 2020. (in millions) December 31, 2020 Goodwill $ 2.1 Intangible assets 2.2 Deferred revenues (0.7 ) Purchase price, including working capital adjustment $ 3.6 2019 Acquisition G3 Communications (“G3”) In line with the Company’s strategic growth initiatives, on November 1, 2019, the Company acquired certain assets and assumed certain liabilities associated with G3 included within accounts payable and other current liabilities in the consolidated balance sheets External acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss. The revenue and net income generated from the acquisition during the 2019 post-acquisition period was $1.3 million and $0.2 million, respectively. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The measurement period was closed in the fourth quarter of 2019. The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) November 1, 2019 Prepaid expenses 0.3 Goodwill 12.9 Intangible assets 4.0 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 15.7 Supplemental Pro-Forma Financial Information Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2021, 2020 and 2019 acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative purposes and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined companies. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events. Year ended December 31, 2021 2020 2019 (in millions) (Unaudited) Pro-forma revenues MJBiz $ 26.9 $ 3.3 $ - All other pro-forma revenues 146.4 143.4 382.4 Total pro-forma revenues $ 173.3 $ 146.7 $ 382.4 Pro-forma net loss MJBiz $ 5.2 $ (14.5 ) $ - All other pro-forma net loss (77.9 ) (631.8 ) (71.6 ) Total pro-forma net loss $ (72.7 ) $ (646.3 ) $ (71.6 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment, net, consisted of the following: December 31, (in millions) 2021 2020 Furniture, equipment and other $ 6.5 $ 6.4 Leasehold improvements 3.1 3.2 $ 9.6 $ 9.6 Less: Accumulated depreciation (5.9 ) (5.7 ) Property and equipment, net $ 3.7 $ 3.9 Depreciation expense related to property and equipment for the years ended December 31, 2021, 2020 and 2019 was $1.3 million, $1.3 million and $1.1 million, respectively. Losses on disposals were $0.5 million for the year ended December 31, 2021 and were not material for the years ended December 31, 2020 and 2019. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 6. Intangible Assets and Goodwill Intangible Assets Intangible assets consist of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Purchased Technology Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at December 31, 2021 $ 54.2 $ 355.8 $ 84.2 $ 6.2 $ 13.8 $ 5.9 $ 520.1 Accumulated amortization — (259.6 ) (12.2 ) (0.9 ) (10.7 ) — (283.4 ) Net carrying amount at December 31, 2021 $ 54.2 $ 96.2 $ 72.0 $ 5.3 $ 3.1 $ 5.9 $ 236.7 Gross carrying amount at December 31, 2020 $ 65.9 $ 369.0 $ 91.1 $ 6.2 $ 12.3 $ 2.5 $ 547.0 Accumulated amortization — (253.4 ) (9.1 ) — (9.5 ) — (272.0 ) Net carrying amount at December 31, 2020 $ 65.9 $ 115.6 $ 82.0 $ 6.2 $ 2.8 $ 2.5 $ 275.0 Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $46.2 million, $47.3 million and $51.0 million, respectively. Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2022 52.2 2023 34.9 2024 17.0 2025 12.5 2026 9.3 Thereafter 50.7 $ 176.6 The Company recorded impairments during the year ended December 31, 2021 of $24.3 million for trade names and $8.4 million for customer relationships, which is presented in the consolidated statements of loss and comprehensive loss as intangible asset impairments. The Company recorded impairments during the year ended December 31, 2020 of $60.9 million for trade names and $15.9 million for customer relationships, which is presented in the consolidated statements of loss and comprehensive loss as intangible asset impairments. The Company recorded impairments during the year ended December 31, 2019, of $8.3 million for trade names and $8.7 million for customer relationships, which is presented in the consolidated statements of loss and comprehensive loss as intangible asset impairments. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets 2021 Impairments During the fourth quarter of 2021, through the fiscal year 2022 budgeting process, the Company became aware of changes in circumstances which indicated the carrying value of certain definite-lived trade name and customer relationship intangible assets may not be recoverable. As a result, the Company performed a recoverability test on certain asset groups containing definite-lived intangible assets. 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 the asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. The recoverability test indicated that one trade name intangible asset and one customer relationship intangible asset were impaired, which resulted in the Company recording non-cash charges of $12.6 million and $8.4 million, respectively, during the year ended December 31, 2021. The long-lived assets impaired during the fourth quarter of 2021 had a remaining fair value of zero. The Company recorded total impairments of $21.0 million to certain long-lived trade name and customer relationship intangible assets for the year ended December 31, 2021 related to the Commerce reportable segment. 2020 Impairments During the first quarter of 2020, as a result of the COVID-19 pandemic and the measures implemented to prevent its spread described above, management revised its forecast for the future performance of the Company’s asset groups. The revised forecast indicated the carrying value of certain trade names and customer relationships may not be recoverable. The recoverability test, as described above, indicated that certain of the definite-lived customer relationship and trade name intangible assets were impaired. As a result, the Company recorded an impairment of $13.2 million during the first quarter of 2020. In connection with the impairment of certain of the Company’s indefinite-lived trade name intangible assets as of October 31, 2020, the Company performed a recoverability test, as described above, on the related asset groups containing definite-lived intangible assets. As a result, the Company recorded an impairment of $16.7 million during the fourth quarter of 2020. The Company recorded impairments of $29.9 million for the year ended December 31, 2020 related to certain long-lived trade names and customer relationship intangible assets. Long-lived asset impairments in the Commerce and Design and Technology reportable segments were $21.7 million and $7.2 million, respectively, during the year ended December 31, 2020. 2019 Impairments During the third quarter of 2019, the Company became aware of changes in circumstances, including its revised forecast for the future performance of several trade show brands as the Company’s revenue expectations and pacing reflected a decline compared to the 2019 forecast, which indicated the carrying value of certain definite-lived trade name and customer relationship intangible assets may not be recoverable. As a result, the Company performed a recoverability test, as described above, on the related asset groups containing definite-lived intangible assets. The recoverability test indicated that certain of the definite-lived customer relationship and trade name intangible assets were impaired. As a result, the Company recorded an impairment of $12.1 million during the year ended December 31, 2019. The long-lived assets impaired during 2019 had a remaining fair value of $2.2 million as of December 31, 2019. The long-lived asset impairments are reported in intangible asset impairments on the consolidated statements of loss and comprehensive loss. Long-lived asset impairments in the Commerce and Design and Technology reportable segments were zero and $4.3 million, respectively, during the year ended December 31, 2019. Impairment of Indefinite-Lived Intangible Assets 2021 Impairments The Company performed a quantitative analysis for its annual impairment test for indefinite-lived intangible assets on October 31. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded five indefinite-lived trade name asset groups had a fair value in excess of its carrying value. As a result, during the fourth quarter of 2021, the Company recorded an impairment of $11.7 million for the year ended December 31, 2021 related to an indefinite-lived trade name intangible asset. The impairment is reported in intangible asset impairments on the consolidated statements of loss and comprehensive loss. The Company recorded total impairments of $9.1 million and $2.6 million to certain indefinite-lived trade names for the year ended December 31, 2021 related to the Commerce reportable segment and Design and Technology reportable segments, respectively. 2020 Impairments The Company performed a quantitative analysis for its annual impairment test for indefinite-lived intangible assets on October 31. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded one indefinite-lived trade name asset group had a fair value in excess of its carrying value. As a result, during the fourth quarter of 2020, the Company recorded an impairment of $0.6 million related to an indefinite-lived trade name intangible asset. 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 remainder of 2020. 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 and concluded certain of its indefinite-lived trade names had a fair value below the carrying values. As a result, the Company recorded an impairment of $46.2 million during the first quarter of 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 is reported in intangible asset impairments on the consolidated statements of loss and comprehensive loss. The Company recorded total impairments of $46.8 million for the year ended December 31, 2020 related to certain indefinite-lived trade names. Indefinite-lived intangible asset impairments in the Commerce and Design and Technology reportable segments were $24.1 million and $17.6 million, respectively, during the year ended December 31, 2020. 2019 Impairments During the third quarter of 2019, the Company revised its forecast for the future performance of several trade show brands as the Company’s revenue expectations and pacing reflected a decline compared to the 2019 forecast due to the underperformance of these brands and an expected decrease in EBITDA driven by planned investments in technology and the execution of events. Management determined this to be a triggering event and an indicator it was more likely than not that the carrying amount of certain of its indefinite-lived intangible asset groups exceeded their fair value. The Company performed a quantitative analysis and concluded that certain of its indefinite-lived trade names had a fair value below the carrying value. As a result, the Company recorded an impairment of $4.9 million during the year ended December 31, 2019. The decline in fair value in certain indefinite-lived intangible assets groups compared to the carrying value is the result of changes in forecasted revenues and expenses. The impairment is reported in intangible asset impairments on the consolidated statements of loss and comprehensive loss. In connection with its annual impairment test, the Company concluded each of its indefinite-lived trade name intangible assets had a fair value in excess of their carrying value. The indefinite-lived intangible assets impaired during 2019 had a remaining fair value of $ 10.0 million as of December 31, 2019. Indefinite-lived intangible asset impairments in the Commerce and Design and Technology reportable segments were $0.7 million and $3.6 million, respectively, during the year ended December 31, 2019. Goodwill The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2019 $ 598.4 $ 337.3 $ 44.6 $ 980.3 Acquired goodwill — 2.1 25.3 27.4 Impairments (367.5 ) (205.7 ) (30.2 ) (603.4 ) Balance at December 31, 2020 $ 230.9 $ 133.7 $ 39.7 $ 404.3 Acquired goodwill 113.8 — 3.3 117.1 Impairments (7.2 ) — — (7.2 ) Balance at December 31, 2021 $ 337.5 $ 133.7 $ 43.0 $ 514.2 Impairment of Goodwill 2021 Impairment During the fourth quarter of 2021, in connection with the Company’s annual impairment assessment, the Company performed a quantitative assessment of the Company’s fair value of goodwill using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of one reporting unit exceeded its respective fair values, resulting in a goodwill impairment of $7.2 million. 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 long-term growth assumptions ranging from zero to growth of 3.5%, at a weighted average cost of capital (discount rate) ranging from 12.0% to 13.5%. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2021, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2021, the fair values of the reporting units exceeded their carrying value between zero and 458%. Of the $400.7 million of goodwill, the carrying value of reporting units with less than 5% headroom is $90.4 million as of October 31, 2021. The Company recorded total goodwill impairment of $7.2 million for the year ended December 31, 2021 related to the Commerce reportable segment. 2020 Impairments 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 July 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 $ million during the first quarter of 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 %. During the fourth quarter of 2020, in connection with the Company’s annual impairment assessment, the Company performed a quantitative assessment of the Company’s fair value of goodwill using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of certain reporting units exceeded their respective fair values, resulting in a goodwill impairment of $15.2 million. 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 50.0% to 5.0%, at a weighted average cost of capital (discount rate) ranging from 10.9% to 11.5%. The Company recorded total goodwill impairments of $603.4 million for the year ended December 31, 2020. Goodwill impairments in the Commerce, Design and Technology and All Other reportable segments were $367.5 million, $205.7 million and $30.2 million, respectively, during the year ended December 31, 2020. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2020, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2020, the fair values of the reporting units exceeded their carrying value between zero and 150%. Of the $404.3 million of goodwill, the carrying value of reporting units with less than 5% headroom is $62.7 million as of October 31, 2020. 2019 Impairments During the third quarter of 2019, the Company revised its forecast for future performance and issued revised guidance to the investment community causing an extended decline in the Company’s stock price resulting in the market capitalization of the Company falling below the carrying value of its single reporting unit. Accordingly, the Company performed a quantitative assessment of the Company’s fair value of goodwill as of August 31, 2019 using income and market approaches with assumptions that are considered level 3 inputs and concluded that the Company’s carrying value of goodwill exceeded the Company’s fair value, resulting in a goodwill impairment of $9.3 million during the third quarter of 2019. During the fourth quarter of 2019, the Company had a change in operating segments which resulted in a change in reporting units. The Company reassigned goodwill to the updated reporting units using a relative fair value approach. The Company performed a quantitative assessment of the Company’s fair value of goodwill as of October 31, 2019 using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of several reporting units exceeded their respective fair values, resulting in a goodwill impairment of $59.8 million. The The Company recorded goodwill impairments during the year ended December 31, 2019, of $69.1 million, which is reported in the consolidated statements of loss and comprehensive loss as goodwill impairments. Goodwill impairments in the Commerce, Design and Technology and All Other reportable segments were $41.9 million, $24.0 million and $3.2 million, respectively, during the year ended December 31, 2019. T otal accumulated goodwill impairments are $679.7 million through December 31, 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Debt is comprised of the following indebtedness to various lenders: (in millions) December 31, 2021 December 31, 2020 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% and 2.50% as of December 31, 2021 and 2020, respectively, (equal to 2.59% and 2.65% at December 31, 2021 and 2020, respectively) due 2024, net(a) $ 516.6 $ 521.0 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 510.9 $ 515.3 ( a ) Amended and Restated Term Loan Facility as of December 31, 2021 is recorded net of unamortized discount of $1.4 million and net of unamortized deferred financing fees of $1.7 million. Amended and Restated Term Loan Facility as of December 31, 2020 is recorded net of unamortized discount of $2.0 million and net of unamortized deferred financing fees of $2.4 million. Amended and Restated Senior Secured Credit Facilities 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”). The Amended and Restated Term Loan Facilities include a seven-year an Amended and Restated Revolving Credit Facility (as defined below). The Amended and Restated Senior Secured Credit Facilities allows for Emerald X to choose from the following two interest rate options: - or - The spread, or applicable margin, was 1.75% for ABR loans and 2.75% for LIBOR loans through August 6, 2020. Beginning in the first quarter of 2018, (i) the applicable margin steps down by 0.25% if Emerald X’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’s Total First Lien Net Leverage Ratio is less than 2.50 to 1.00. As a result of the Company’s Total First Lien Net Leverage Ratio decreasing below 2.50 to 1.00 (as defined below), from August 7, 2020 through December 31, 2020, borrowings under the Revolving Credit Facility were subject to an interest rate equal to LIBOR plus 2.25% or ABR plus 1.25%. Revolving Credit Facility On June 25, 2021, Emerald X entered into a Third Amendment to Amended and Restated Credit Agreement (the “Amendment”), by and among Emerald X, as Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of May 22, 2017. Pursuant to the Amendment, the existing Credit Agreement was modified as follows: • The maturity of the revolving commitments under the Credit Agreement was extended by 18 months to November 23, 2023; • The aggregate revolving commitments under the Credit Agreement was reduced from $ 150,000,000 to $ 110,000,000 ; • A condition to future revolving advances was added such that the Borrower is only permitted to borrow new revolving loans if the aggregate amount of unrestricted cash of the Borrower and its consolidated subsidiaries is no more than $40,000,000 (subject to certain exceptions and exclusions); and • From and after the effective date of the Amendment, certain dividends and distributions to stockholders will be limited to the greater of (i) $40,000,000 and (ii) 35% of the cumulative amount of Consolidated EBITDA (excluding proceeds of event cancellation insurance), with amounts incurred in reliance on clause (i) above not to exceed $20,000,000 in any one fiscal year. Emerald X 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 Emerald X had zero in outstanding borrowings under its Amended and Restated Revolving Credit Facility as of December 31, 2021 and 2020. Emerald X had $1.0 million in stand-by letters of credit issuances under its Amended and Restated Revolving Credit Facility and its Revolving Credit Facility as of December 31, 2021 and 2020. As of December 31, 2021, Payments and Commitment Reductions The Amended and Restated Term Loan Facility requires repayment in equal quarterly installments of 0.25% of the $565.0 million, with the balance due at maturity. Installment payments on the Amended and Restated Term Loan Facility are due on the last business day of each quarter, commencing on September 29, 2017. Subject to the certain customary exceptions and limitations, Emerald X. is required to prepay amounts outstanding under the Amended and Restated Term Loan Facility under specified circumstances, including 50.0% of Excess Cash Flow (“ECF”), subject to step-downs to 25% and 0% of excess cash flow at certain leverage based thresholds, and with 100% of the net cash proceeds of asset sales and casualty events in excess of certain thresholds (subject to certain reinvestment rights). Emerald X made no voluntary repayments on the Amended and Restated Term Loan Facility during the years ended December 31, 2021 and 2020. Emerald X may prepay the loans in whole or part without premium or penalty. Guarantees; Collateral; Covenants; Events of Default All obligations under the Amended and Restated Senior Secured Facility are guaranteed by Emerald X’s direct parent company and, subject to certain exceptions, by all of Emerald X’s direct and indirect wholly owned domestic subsidiaries. As of December 31, 2021, all of Emerald X’s subsidiaries and Emerald X’s direct parent have provided guarantees. Subject to certain limitations, the obligations under the Amended and Restated Senior Secured Credit Facilities are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by Emerald X or by any guarantor. The Amended and Restated Senior Secured Credit Facilities contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on repayments of subordinated indebtedness; limitations on transactions with affiliates; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business. In addition, the Amended and Restated Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 total first lien net secured leverage ratio test. This financial covenant is tested quarterly only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Amended and Restated Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder. As of December 31, 2021, this financial covenant has not been triggered and Emerald X was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities through December 31, 2021. During the year ended December 31, 2021, Emerald X had no borrowings or repayments on the Amended and Restated Revolving Credit Facility. During the year ended December 31, 2020, Emerald X had borrowings of $95.0 million and repayments of $105.0 million on the Amended and Restated Revolving Credit Facility. During the year ended December 31, 2019, Emerald X had borrowings of $16.0 million and repayments of $46.0 million on the Revolving Credit Facility. Interest Expense Interest expense reported in the consolidated statements of loss and comprehensive loss consist of the following: Year ended December 31, (in millions) 2021 2020 2019 Senior secured term loan $ 13.7 $ 17.6 $ 27.2 Non-cash interest for amortization of debt discount and debt issuance costs 1.5 1.5 1.4 Revolving credit facility interest and commitment fees 0.6 1.5 1.7 $ 15.8 $ 20.6 $ 30.3 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 8. The Company accounts for leases in accordance with ASC 842: Leases, which was adopted on January 1, 2019. The Company determines if an arrangement is or contains a lease at contract inception. The Company's leases consist of operating leases for office space and certain equipment. The Company does not have any financing leases. For arrangements where the Company is the lessee, a right-of-use lease asset, representing the underlying asset during the lease term, and a right-of-use lease liability, representing the payment obligation arising from the lease, are reported on the balance sheet at lease commencement based on the present value of the payment obligation. Right-of-use lease assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company's leases have a remaining contractual term of 2 years to years Short-term operating leases with a contractual term of 12 months or less are not reported on the balance sheet, but instead are expensed as incurred and included as selling, general and administrative expense on the consolidated statements of loss and comprehensive loss and are considered rent expense. Short-term operating lease costs were not material for the year ended December 31, 2021. Leases with a duration of less than one month are not included in rent expense. Operating lease cost 5.2 Certain of the Company's lease agreements include variable lease payments. Variable lease costs were $0.2 million for the each of the years ended December 31, 2021, 2020 and 2019. Maturities of right-of-use lease liabilities for the remaining five years and thereafter as of December 31, 2021 were as follows: (in millions) December 31, 2021 2022 $ 4.7 2023 4.7 2024 3.7 2025 3.1 2026 3.0 Thereafter 1.0 Minimum lease payments $ 20.2 Less: Imputed interest (2.2 ) Present value of minimum lease payments $ 18.0 Supplemental cash flow and other information related to leases was as follows: December 31, (in millions) 2021 2020 2019 Cash paid for amounts included in the measurement of right-of-use lease liabilities: Cash paid reported as operating activities on the consolidated statements of cash flows $ 4.1 $ 4.1 $ 4.0 Right-of-use lease assets obtained in exchange for new right-of-use lease liabilities $ 3.4 $ 1.5 $ 1.9 The discount rate implicit within the Company’s leases is generally not determinable; therefore, the Company determined the discount rate based on its incremental collateralized borrowing rate using the portfolio approach. The Company’s weighted-average discount rate used to measure right-of-use lease liabilities was 5.2% as of December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9. Fair Value Measurements As of December 31, 2021 and 2020, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the tables below: December 31, 2021 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and cash equivalents $ 21.5 $ 21.5 $ — $ — Money market mutual funds (a) 209.7 209.7 — — Total assets at fair value $ 231.2 $ 231.2 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (c) 36.2 — — 36.2 Total liabilities at fair value $ 36.6 $ — $ — $ 36.6 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and cash equivalents $ 4.2 $ 4.2 $ — $ — Money market mutual funds (a) 291.1 291.1 — — Total assets at fair value $ 295.3 $ 295.3 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (c) 13.3 — — 13.3 Total liabilities at fair value $ 13.7 $ — $ — $ 13.7 (a) The fair values of the Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The Company’s money market mutual funds are quoted in an active market. (b) Included within other noncurrent liabilities in the consolidated balance sheets. (c) As of December 31, 2021, $5.1 million is included within accounts payable and other current liabilities in the consolidated balance sheets and $31.1 million is included within other noncurrent liabilities in the consolidated balance sheets. As of December 31, 2020, $3.8 million is included within accounts payable and other current liabilities in the consolidated balance sheets and $9.5 million is included within other noncurrent liabilities in the consolidated balance sheets. The contingent consideration liability of $36.2 million as of December 31, 2021 consists of liabilities of $5.1 million, $30.7 million and $0.4 million, which are expected to be paid in 2022, 2023 and 2024, respectively. As of December 31, 2021, the contingent consideration liability related to the acquisition of MJBiz of $24.0 million, is based on average EBITDA growth targets and is expected to be paid in 2023. The MJBiz contingent consideration liability was measured based on unobservable inputs and probability weightings measured using a Black-Scholes model, considering the Company's credit risk over the term to payment. The unobservable inputs used in calculating this amount include probability weighted estimates regarding the likelihood of achieving average EBITDA growth targets for the acquisition. As of December 31, 2021 and 2020, the contingent consideration liability related to the PlumRiver acquisition amounted to $5.7 million and $10.0 million, respectively, is based on the achievement of revenue targets and is expected to be paid in 2023. This amount was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. The unobservable inputs used in calculating this amount include probability weighted estimates regarding the likelihood of achieving revenue targets for the acquisition. The Company made payments of $ 2.0 million for the achievement of a technological milestone and $ 2.0 million for the successful onboarding of qualified customers during 2021 . Contingent consideration related to the Sue Bryce, EDspaces and G3 acquisitions amounted to $6.5 million and $3.2 million as of December 31, 2021 and 2020, respectively. These contingent payments are based on the achievement of various revenue or EBITDA growth metrics. $5.1 million, $1.0 million and $0.4 million are expected to be paid in 2022, 2023 and 2024, respectively . The Company’s contingent consideration liabilities are remeasured based on the methodologies described above at the end of each reporting period. As a result of these remeasurements, during 2021 and 2020, the Company recorded a $2.3 million increase in the fair value of its contingent consideration liabilities and a $1.5 million decrease in the fair value of its contingent consideration liabilities, respectively, which is included in selling, general and administrative expense in the consolidated statements of loss and comprehensive loss. The determination of the fair value of the contingent consideration liabilities could change in future periods. Any such changes in fair value will be reported in selling, general and administrative expense in the consolidated statements of loss and comprehensive loss. The market-based share award liability was $0.4 million as of December 31, 2021 and 2020. Changes in the fair value of the market-based share award liability Stock-Based Compensation |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 10. Related-Party Transactions Investment funds affiliated with Onex Corporation (“Onex”) owned approximately 67.2% of the Company’s outstanding common stock at December 31, 2021. In addition, as of December 31, 2021, after giving effect to the Onex owned 69,718,919 shares of the Company’s redeemable convertible preferred stock, representing 170,056,580 shares of the Company’s common stock on an as-converted basis, after considering the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind. Onex’s beneficial ownership of the Company’s common stock, on an as-converted basis, is approximately 86.1%. Onex owns a majority equity position in SMG Holdings, Inc. (“SMG”), including SMG Food & Beverage, LLC, a wholly-owned subsidiary of SMG, which the Company has contracted with for catering services at certain of the Company’s trade shows. SMG subsequently merged with AEG Facilities, LLC to form ASM Global (“ASM”). The Company made payments of $0.6, zero and $0.6 million to ASM during the years ended December 31, 2021, 2020 and 2019, respectively. These payments are included in cost of revenues in the consolidated statements of loss and comprehensive loss. The Company has $0.1 million and zero due to ASM as of December 31, 2021 and 2020, respectively. |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) and Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Stockholder's Equity (Deficit) and Redeemable Convertible Preferred Stock | Note 11. Stockholder’s Equity (Deficit) and Redeemable Convertible Preferred Stock Common Stock Issuances On May 3, 2017, the Company completed the initial public offering of its common stock and the Company’s stock began trading on the New York Stock Exchange under the symbol “EEX”. Redeemable Convertible Preferred Stock June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of redeemable convertible preferred stock for a purchase price of $5.60 per share and (ii) effect a rights offering to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of redeemable convertible preferred stock at the Series A Price per share. Onex agreed to purchase (the “Onex Backstop”) any and all redeemable convertible preferred stock not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. On June 29, 2020 (the “First Closing Date”), Emerald received proceeds of $ 252.0 million, net of fees and expenses of $ 11.6 million, from the sale of redeemable convertible preferred stock to Onex in the Initial Private Placement. Emerald used $ 50.0 million of the net proceeds from the sale of redeemable convertible 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 started and ended on July 7, 2020 and July 22, 2020, respectively. On July 24, 2020, the Company issued a further 1,727,427 shares of redeemable convertible preferred stock pursuant to the Rights Offering and received proceeds of approximately $ 9.7 million. Pursuant to the Onex Backstop, on August 13, 2020, an additional 22,660,587 shares of redeemable convertible preferred stock were sold to Onex in exchange for approximately $ 121.3 million, net of fees and estimated expenses of $ 5.6 million. The rights of the redeemable convertible preferred stock are summarized below. Liquidation Preference Upon liquidation or dissolution of the Company, the holders of redeemable convertible preferred stock are entitled to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of redeemable convertible preferred stock would have received if they had converted their redeemable convertible preferred stock into common stock immediately prior to such liquidation or dissolution. Dividends E ach share of will accumulate dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. Conversion Features Shares of the redeemable convertible preferred stock may be converted at the option of the holder into a number of shares of common stock equal to (a) the amount of the accreted liquidation preference, divided by (b) the applicable conversion price. Each share of redeemable convertible preferred stock 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. If, at any time following the third anniversary of the First Closing Date the closing price per share of the Company’s common stock exceeds 175% of the then-applicable conversion price for at least 20 consecutive trading days, the Company may, at its option, and subject to certain liquidity conditions, cause any or all of the then outstanding shares of redeemable convertible preferred stock to be converted automatically into common stock at the then applicable conversion price. Redemption Features The Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock six-year accreted liquidation preference, (b) on or after the seven-year anniversary thereof, 103 % of the accreted liquidation preference or (c) on or after the eight-year anniversary thereof, the accreted liquidation preference. In addition, if there is a change of control transaction involving the Company prior to the six-year anniversary of the First Closing Date, the Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock for a cash purchase price equal to the accreted liquidation preference plus the net present value of the additional amount by which the accreted liquidation preference would have otherwise increased from the date of such redemption through the sixth anniversary of the closing. If, after the Company ceases to have a controlling stockholder group, there is a change of control transaction involving the Company, holders of redeemable convertible preferred stock may elect to (x) convert their redeemable convertible preferred stock into shares of common stock at the then current conversion price or (y) require the Company to redeem the redeemable convertible preferred stock for cash, at a price per share equal to the then-unpaid accreted liquidation preference. Although only Unaffiliated Directors (as defined below) can be involved in any decisions with respect to the Company’s rights to exercise the redemption features, the holders of the redeemable convertible preferred stock control the majority of the votes through representation on the board of directors. Therefore, the redeemable convertible preferred stock is required to be accreted to its redemption price on the date the redemption option first becomes exercisable. For the fiscal year s ending December 31, 2021 and 2020, the Company recorded $ 35.6 million and $ 15.6 million , respectively, in deemed dividends, representing the accretion of the redeemable convertible preferred stock to the redemption value. Voting Rights Certain matters will require the approval of holders of a majority of the redeemable convertible preferred stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the redeemable convertible preferred stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of redeemable convertible preferred stock or other equity securities in each case with rights to payments or distributions in which the redeemable convertible preferred stock would not participate on a pro-rata, as-converted basis. In addition, for so long as the redeemable convertible preferred stock represents more than 30% of the outstanding common stock on an as-converted basis, without the approval of a majority of the directors elected by the holders of the redeemable convertible preferred stock, the Company may not (i) incur new indebtedness to the extent certain financial metrics are not satisfied, (ii) redeem or repurchase any equity securities junior to the redeemable convertible preferred stock, (iii) enter into any agreement for the acquisition or disposition of assets or businesses involving a purchase price in excess of $100 million, (iv) hire or terminate the chief executive officer of the Company or (v) make a voluntary filing for bankruptcy or commence a dissolution of the Company. For so long as the redeemable convertible preferred stock represents a minimum percentage of the outstanding shares of common stock on an as-converted basis as set forth in the Certificate of Designations relating to the redeemable convertible preferred stock, the holders of the redeemable convertible preferred stock shall have the right to appoint up to five members of the Company’s Board of Directors (the “Board”). All decisions of the Company’s Board with respect to the exercise or waiver of the Company’s rights relating to the redeemable convertible preferred stock shall be determined by a majority of the Company’s directors that are not employees of the Company or affiliated with Onex (“Unaffiliated Directors”), or a committee of Unaffiliated Directors. As part of the transactions contemplated by the Investment Agreement, the Company and Onex entered into a Registration Rights Agreement whereby Onex is entitled to certain demand and piggyback registration rights in respect of the redeemable convertible preferred stock and the shares of common stock issuable upon conversion thereof. Dividends There were no dividends paid for the year ended December 31, 2021. The following is a summary of the dividends paid for the years ending December 31, 2020 and 2019: 2020 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on February 7, 2020 — — — Stockholders of record on February 21, 2020 — — — Dividend paid on March 6, 2020 — — — Dividend per share $ 0.0750 $ — $ — $ — Cash dividend paid $ 5.4 $ — $ — $ — 2019 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on February 5, 2019 April 30, 2019 July 30, 2019 October 31, 2019 Stockholders of record on February 19, 2019 May 14, 2019 August 13, 2019 November 14, 2019 Dividend paid on March 5, 2019 May 28, 2019 August 27, 2019 November 27, 2019 Dividend per share $ 0.0725 $ 0.0750 $ 0.0750 $ 0.0750 Cash dividend paid $ 5.2 $ 5.4 $ 5.4 $ 5.3 Share Repurchases October 2020 Share Repurchase Program In October 2020, the Board authorized and approved a $20.0 million share repurchase program. Under the terms of the October 2020 Share Repurchase Program, the Company may, from time to time, purchase shares of its common stock for an aggregate purchase price not to exceed $20.0 million through December 31, 2022, subject to early termination or extension by the Board. The share repurchase program may be suspended or discontinued at any time without notice. The Company repurchased 2,498,118 shares for $12.4 million during the year ended December 31, 2021 under this repurchase program. The Company settled the repurchase of 203,837 shares for $0.8 million during the year ended December 31, 2020 under this repurchase program. There was $6.8 million remaining available for share repurchases under the October 2020 Share Repurchase Program as of December 31, 2021. July 2019 Share Repurchase Program In July 2019, the Board authorized and approved a $30.0 million share repurchase program. The July 2019 Share Repurchase program was terminated on July 31, 2020. November 2018 Share Repurchase Program On November 20, 2018, the Board authorized a $20.0 million share repurchase program. Under the terms of the November 2018 Share Repurchase Program, the Company has the ability to repurchase shares through December 31, 2019. The November 2018 Share Repurchase Program did not require the Company to acquire any specific number of shares. Pursuant to the November 2018 Share Repurchase Program, the Company settled the repurchase of 43,437 shares for $0.6 million during the year ended December 31, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation Employee Benefit Plans 2013 Stock Option Plan (the “2013 Plan”) and 2017 Omnibus Equity Plan (the “2017 Plan”) Effective June 17, 2013 the Board approved the adoption of the 2013 Plan. Following the Company’s IPO, the 2013 Plan is no longer used for granting new awards. Vesting of all option grants begins at the first anniversary of the date of grant. Options granted under the 2013 Plan vest 20% per year over five years. In April 2017, the Board approved the 2017 Plan. The Company’s stockholders approved the 2017 Plan and it became effective in connection with the Company’s initial public offering. Under the 2017 Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock, restricted stock units (“RSUs”) and stock appreciation rights, dividend equivalent rights, share awards and performance-based awards to employees, directors or consultants. The Company has initially reserved 5,000,000 shares of its common stock for issuance under the 2017 Plan. During 2021, the 2017 Plan was amended and restated principally to provide for an increase in the number of Shares of the Company’s common stock reserved for issuance under the 2017 Plan by 13,000,000 shares. A total of 2,789,118 shares were available for future grant under the 2017 Plan as of December 31, 2021. The Board determines eligibility, vesting schedules and exercise prices for award grants. Option grants have a contractual term of 10 years from the date of grant. Under the 2017 Plan, options are granted with the exercise price being equal to the fair market value of the Company’s common stock at the date of grant. Vesting of all option grants begins at the first anniversary of the grant date. Options granted under the 2017 Plan vest pro rata over a term of either three or four years. 2019 Employee Stock Purchase Plan (the “ESPP”) In January 2019, the Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP. ESPP expense recognized by the Company was not material for the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, the Company has issued 78,287 shares to employees under the ESPP. Stock Options The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2021 Range Weighted-Average Expected volatility 29.0% to 38.4% Dividend yield — Risk-free interest rate 0.4% to 1.4% Expected term (in years) 5.5 to 7.5 Weighted-average fair value at grant date $ 1.47 Year Ended December 31, 2019 Range Weighted-Average Expected volatility 21.7% to 23.2% Dividend yield 2.2% to 2.3% Risk-free interest rate 1.9% to 2.5% Expected term (in years) 6.5 to 7.0 Weighted-average fair value at grant date $ 2.36 There were 11,969,828 stock options granted during the year ended December 31, 2021. There were 2,602,368 stock options vested and exercisable at December 31, 2021. There were no stock options granted during the year ended December 31, 2020. Stock option activity for the years ended December 31, 2021 and 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 (3,163 ) 11.57 Outstanding at December 31, 2020 3,978 $ 13.68 4.7 $ — Granted 11,970 6.36 Exercised — — Forfeited/Expired (1,545 ) 9.01 Outstanding at December 31, 2021 14,403 $ 8.10 8.1 $ — Exercisable at December 31, 2021 2,602 $ 14.13 4.1 $ — Information regarding fully vested and expected to vest stock options as of December 31, 2021 was as follows: Exercise Price Number of Options (share data in thousands) Weighted Average Remaining Contractual Life (years) $4.06 - $8.00 11,853 8.61 $10.40 - $15.60 1,093 5.00 $16.00 - $24.00 1,457 5.37 14,403 The aggregate intrinsic value is the amount by which the fair value of the common stock exceeded the exercise price of the options at December 31, 2021, for those options for which the market price was in excess of the exercise price. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. During the years ended December 31, 2021, 2020 and 2019, the Company recorded stock-based compensation expense related to stock options of $6.4 million, $1.8 million and $3.4 million, respectively, which is included in selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss. The related deferred tax benefit for stock-based compensation recognized was $1.5 million, $1.6 million and $1.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. The aggregate weighted average grant date fair value of stock options vested during the years ended December 31, 2021, 2020 and 2019 was $1.8 million, $3.0 million, and $2.7 million, respectively. There was a total of $11.2 million unrecognized stock-based compensation expense at December 31, 2021 related to unvested stock options expected to be recognized over a weighted-average period of 3.2 years Restricted Stock Units The Company grants RSUs that contain service conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. Stock-based compensation expense related to RSUs recognized in the years ended December 31, 2021, 2020 and 2019 was $4.0 million, $5.4 million and $3.7 million, respectively. RSU activity for the years ended December 31, 2021 and 2020 was as follows: Number of RSUs (share data in thousands) Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2019 668 $ 15.00 Granted 1,143 8.53 Forfeited (233 ) 10.31 Vested (274 ) 11.76 Unvested balance, December 31, 2020 1,303 $ 10.31 Granted 631 5.14 Forfeited (169 ) 8.36 Vested (407 ) 10.38 Unvested balance, December 31, 2021 1,358 $ 8.13 There was a total of $4.7 million unrecognized stock-based compensation expense at December 31, 2021 related to unvested RSUs expected to be recognized over a weighted-average period of 2.5 years. Market-based Share Awards In January 2020, the Company granted performance-based market condition share awards to one senior executive under the 2017 Omnibus Equity Plan, which entitle this employee the right to receive shares of common stock equal to a maximum value of $4.9 million in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety day trading period. The performance-based market condition share awards granted in January 2020 remain unvested with an estimated weighted average conversion threshold of $21.09 per share, which would result in an estimated 45,718 shares of common stock to be issued upon vesting. Each of the estimated 45,718 shares of common stock has a weighted-average grant date fair value of $24.53 per share. In June 2019, the Company granted performance-based market condition share awards to two senior executives under the 2017 Omnibus Equity Plan, which entitle these employees the right to receive shares of common stock equal to a maximum value of $16.9 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. In December 2019, the performance-based market condition share awards for one of these senior executive was increased, which increased the maximum value of the performance-based market condition share awards to $18.9 million, in the aggregate. During the year ended December 31, 2020, performance-based market condition share awards with maximum value of $14.0 million, with an estimated 157,677 shares of common stock that would have been issued were forfeited. The remaining June 2019 award entitle this employee the right to receive shares of common stock equal to a maximum value of $4.9 million in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety day trading period. As of December 31, 2021, all outstanding performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of $21.08 per share, which would result in an estimated 78,041 shares of common stock to be issued upon vesting. Each of the estimated 78,041 shares of common stock have a weighted-average grant date fair value of $24.77 per share. The Company recorded stock-based compensation expense related to performance-based market condition share awards of zero, $0.5 million and $0.6 million, respectively, for the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, the Company has performance-based market condition share awards outstanding with a maximum 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 December 31, 2021, 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. The performance-based market condition share awards consist of four tranches with four separate specified award values that become payable upon achievement of the specified closing share price targets, which range from $18.00 per share to $24.00 per share. If the applicable targeted closing share price is attained over sixty days during a ninety-day trading period, that tranche of the award vests and the employees holding the awards receive shares of common stock equal to the specified award values (calculated based on the closing price per share on the trading day on which the relevant vesting condition was satisfied). In connection with the vesting, if any, of each award tranche, the Company expects to issue new shares of common stock to settle the vested awards. The total number of shares that will be awarded upon vesting will depend on the closing price per share on the trading day on which the relevant vesting condition is satisfied. These performance-based market condition share awards have a contractual term of ten years. The performance-based market condition awards are classified as liability awards, which are measured at fair value, and are remeasured to an updated fair value at each reporting period. As of December 31, 2021 and 2020, the liability for these awards was $0.4 million and $0.4 million, respectively, and is reported on the consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The aggregate fair value of the awards at the grant date was $1.9 million. The aggregate fair value of the awards as of December 31, 2021 and 2020 was $0.7 million and $2.0 million, respectively. The Company recognizes expense for performance-based market condition share awards over the derived service period for each tranche. As of The weighted average assumptions used in determining the fair value for the performance-based market condition share awards granted in 2020 and 2019 and remeasured at December 31, 2021 were as follows: Grant Date December 31, 2021 Expected volatility 41.7 % 55.0 % Dividend yield 1.1 % — Risk-free interest rate 1.3 % 1.5 % The weighted-average expected term of the Company’s performance-based market condition share awards was 3.7 years at grant date, which represents the weighted-average of the derived service periods for the share awards. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 13. Earnings Per Share Basic 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 the years ended December 31, 2021, 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. There were 71,442,407 The details of the computation of basic and diluted loss per common share are as follows: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2021 2020 2019 Net loss and comprehensive loss attributable to Emerald Holding, Inc. $ (78.1 ) $ (633.6 ) $ (50.0 ) Accretion to redemption value of redeemable convertible preferred stock (35.6 ) (15.6 ) — Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (113.7 ) $ (649.2 ) $ (50.0 ) Weighted average common shares outstanding 71,309 71,431 71,719 Basic loss per share $ (1.59 ) $ (9.09 ) $ (0.70 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (113.7 ) $ (649.2 ) $ (50.0 ) Diluted effect of stock options — — — Diluted weighted average common shares outstanding 71,309 71,431 71,719 Diluted loss per share $ (1.59 ) $ (9.09 ) $ (0.70 ) Anti-dilutive shares excluded from diluted earnings per share calculation 15,023 5,196 4,996 |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plans | Note 14. Defined Contribution Plans The Company has a 401(k) savings plan, the Emerald Expositions, LLC 401(k) Savings Plan (the “Emerald Plan”), that was formed on January 1, 2014. The Company matches 50% of up to 6% of an eligible plan participant’s compensation for the contribution period. In March 2020, the Company suspended the Company’s 401(k) match for all participants. The Company’s 401(k) match was reinstated in August 2021. For each of the years ended December 31, 2021, 2020 and 2019, the Company recorded compensation expense of $1.3 million, $0.2 million and $1.1 million, respectively, for the employer matching contribution. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The Company’s current and deferred income tax provision (benefit) were as follows: December 31, (in millions) 2021 2020 2019 Current Federal $ (1.4 ) $ 0.3 $ 7.8 State and local 0.2 0.2 2.6 Foreign 0.3 - — (0.9 ) 0.5 10.4 Deferred Federal (0.2 ) (44.6 ) (11.1 ) State and local (0.2 ) (13.5 ) (4.3 ) Foreign — - — (0.4 ) (58.1 ) (15.4 ) Total benefit from income taxes $ (1.3 ) $ (57.6 ) $ (5.0 ) The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision (benefit) are set forth below: December 31, (in millions) 2021 2020 2019 Loss before income taxes $ (79.4 ) $ (691.2 ) $ (55.0 ) U.S. statutory tax rate 21.0 % 21.0 % 21.0 % Taxes at the U.S. statutory rate (16.7 ) (145.2 ) (11.5 ) Tax effected differences State and local taxes, net of federal benefit (3.2 ) (13.0 ) (0.8 ) Share-based payments 0.6 0.5 0.3 Nondeductible goodwill impairment 0.9 76.6 7.2 Change in valuation allowance 18.3 (0.1 ) (0.1 ) Return to provision adjustments 0.1 25.6 — Change in tax rates (0.4 ) (2.3 ) (0.6 ) Change in uncertain tax positions (1.3 ) — — Nondeductible expenses 0.3 0.3 0.4 Other, net 0.1 — 0.1 Total benefit from income taxes $ (1.3 ) $ (57.6 ) $ (5.0 ) The fluctuations of the Company's income tax benefits and effective tax rates between the years ended December 31, 2021, 2020, and 2019, are primarily attributable to certain nondeductible expenses recorded by the Company (e.g., portion of the goodwill impairments recorded during the years ended December 31, 2021 and 2020) and changes in valuation allowances recorded during the years ended December 31, 2021 and 2020. Additionally, changes in the relative mix of the Company's operations in and among various U.S. state and local jurisdictions impact the Company's state and local income tax provision expenses. The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows: December 31, (in millions) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 6.1 $ 0.2 Deferred compensation 2.8 1.8 Stock-based compensation 8.4 6.9 Fixed asset depreciation — (0.1 ) Lease liabilities 4.6 4.5 Accrued expenses 1.2 0.6 Goodwill and intangible assets 21.9 13.2 Section 163(j) interest carryover 0.4 — Other assets 1.0 0.8 Deferred tax assets 46.4 27.9 Valuation allowance (44.1 ) (25.8 ) Net deferred tax assets 2.3 2.1 Deferred tax liabilities Right-of-use lease assets (3.8 ) (4.0 ) Deferred tax liabilities, net $ (1.5 ) $ (1.9 ) In assessing the realization of the deferred tax assets, the Company considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to lack of available sources of taxable income, the Company recorded a full valuation allowance against its net deferred tax assets as sufficient uncertainty exists regarding the future realization of these assets. As of December 31, 2021 and 2020, the Company recorded a valuation allowance of $ million and $ 25.8 million , respectively. The increase in the valuation allowance was due to an increase in the net operating loss carryforwards and the impairment of goodwill and other intangibles. As of December 31, 2021 and 2020, the Company has U.S. federal net operating loss carryforwards of $23.6 million and zero, respectively, and U.S. state net operating loss carryforwards of $19.3 million and $2.7 million, respectively. The federal loss carryforward generated in 2021 can be carried forward indefinitely. The state loss carryforwards began to expire in 2022 unless previously utilized. The Company does not have any income tax credit carryforwards. The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31, 2021, 2020, and 2019: December 31, (in millions) 2021 2020 2019 Gross unrecognized tax benefits, beginning of period $ 1.1 $ 1.1 $ 1.7 Decreases related to prior year tax positions (1.1 ) — (1.7 ) Increases related to current year tax provisions — — 1.1 Gross unrecognized tax benefits, end of period $ — $ 1.1 $ 1.1 For the years ended December 31, 2021, 2020, and 2019, interest and penalties were not significant. The Company records interest and penalties on unrecognized tax benefits within the benefit from income taxes in the consolidated statements of loss and comprehensive loss. As of December 31, 2021, the Company does not have unrecognized tax benefits. The Company does not expect unrecognized tax benefits to change significantly over the next 12 months. The Company is subject to U.S. federal income tax and various state and local taxes in numerous jurisdictions. The Company’s federal tax returns for 2018 through 2021 years remain open for examination by the IRS. In most cases, the Company’s state tax returns for 2018 through 2021 remain open and are subject to income tax examinations by state taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16. Commitments and Contingencies Operating Leases and Other Contractual Obligations The Company has entered into operating leases for office space and office equipment and other contractual obligations primarily to secure venues for the Company’s trade shows and events. These agreements are not unilaterally cancelable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. The amounts presented below represent the future minimum annual payments under the Company’s operating leases and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2021: Years Ending December 31, (in millions) 2022 2023 2024 2025 2026 Thereafter Total Operating leases $ 4.7 $ 4.7 $ 3.7 $ 3.1 $ 3.0 $ 1.0 $ 20.2 Other contractual obligations 44.3 23.9 9.3 3.4 0.6 — 81.5 $ 49.0 $ 28.6 $ 13.0 $ 6.5 $ 3.6 $ 1.0 $ 101.7 Rent expense incurred under operating leases was $5.2 million, $4.2 million and $4.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Litigation The Company is subject to litigation and other claims in the ordinary course of business. The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both probable and the amount or range of any possible loss is reasonably estimable. The Company did not record an accrual for loss contingencies associated with legal proceedings as of December 31, 2021 and 2020. In the opinion of management, Other Commitments and Contingencies Refer to Note 9, Fair Value Measurements |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | Note 17. Accounts payable and other current liabilities Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2021 2020 Accrued personnel costs $ 16.0 $ 12.7 Accrued event costs 9.5 7.3 Contingent consideration 5.1 3.7 Other current liabilities 9.2 3.6 Trade payables 12.0 3.8 Total accounts payable and other current liabilities $ 51.8 $ 31.1 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 18. Segment Information The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM. 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. Operating segment performance is evaluated by the Company’s CODM based on revenues and Adjusted EBITDA, a non-GAAP measure, defined as EBITDA exclusive of general corporate expenses, stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance. The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income: Years Ended December 31, (in millions) 2021 2020 2019 Revenues Commerce $ 57.3 $ 56.9 $ 184.7 Design and Technology 55.4 51.2 139.9 All Other 32.8 19.3 36.3 Total revenues $ 145.5 $ 127.4 $ 360.9 Other Income Commerce $ 59.3 $ 70.3 $ 6.1 Design and Technology 12.3 32.5 — All Other 5.8 4.2 — Total other income $ 77.4 $ 107.0 $ 6.1 Adjusted EBITDA Commerce $ 73.6 $ 74.8 $ 104.2 Design and Technology 18.5 35.1 55.7 All Other 2.5 2.9 9.2 Subtotal Adjusted EBITDA $ 94.6 $ 112.8 $ 169.1 General corporate expenses (48.9 ) (40.9 ) (41.3 ) Interest expense (15.8 ) (20.6 ) (30.3 ) Goodwill impairments (7.2 ) (603.4 ) (69.1 ) Intangible asset impairments (32.7 ) (76.8 ) (17.0 ) Depreciation and amortization (47.6 ) (48.6 ) (52.0 ) Stock-based compensation (10.4 ) (6.7 ) (7.7 ) Deferred revenue adjustment (2.0 ) — (0.3 ) Other (9.4 ) (7.0 ) (6.4 ) Loss before income taxes $ (79.4 ) $ (691.2 ) $ (55.0 ) The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each operating segment as this information is not used for the evaluation of executive brand portfolio performance as the Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable segment. For the years ended December 31, 2021, 2020 and 2019, substantially all revenues were derived from transactions in the United States. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 19. Subsequent Event In February 2022, the Company received confirmation from its insurance underwriters of an additional $20.0 million interim payment related to a 2021 event cancellation insurance claim. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of Registrant | Emerald Holding, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Condensed Balance Sheets December 31, 2021 and 2020 (dollars in millions, share data in thousands except par value) 2021 2020 Assets Current assets Receivable from related parties $ — $ — Total current assets — — Noncurrent assets Long term receivable from related parties — — Investment in subsidiaries 314.5 394.5 Total assets $ 314.5 $ 394.5 Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit Current liabilities Payable to subsidiary $ — $ — Total current liabilities — — Noncurrent liabilities Long term payable to subsidiary — — Total liabilities $ — $ — Redeemable convertible preferred stock 7% Series A Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 80,000; 71,442 and 71,445 shares issued and outstanding; aggregate liquidation preference $444.1 million and $414.4 million at December 31, 2021 and 2020, respectively 433.9 398.3 Stockholders' deficit Common stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 800,000; 70,026 and 72,195 shares issued and outstanding at December 31, 2021 and 2020, respectively 0.7 0.7 Additional paid-in capital 653.2 690.7 Accumulated deficit (773.3 ) (695.2 ) Total stockholders' deficit $ (119.4 ) $ (3.8 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 314.5 $ 394.5 Emerald Holding, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Condensed Statements of Loss and Comprehensive Loss December 31, 2021, 2020 and 2019 (dollars in millions) 2021 2020 2019 Revenues $ — $ — $ — Other income — — — Cost of revenues — — — Selling, general and administrative expense — — — Depreciation and amortization expense — — — Goodwill impairments — — — Intangible asset impairments — — — Operating loss — — — Interest expense — — — Loss on disposal of fixed assets — — — Loss before income taxes — — — Benefit from income taxes — — — Earnings before equity in net loss and comprehensive loss of subsidiaries — — — Equity in net losses and comprehensive losses of subsidiaries (78.1 ) (633.6 ) (50.0 ) Accretion to redemption value of redeemable convertible preferred stock (35.6 ) (15.6 ) — Net loss and comprehensive loss $ (113.7 ) $ (649.2 ) $ (50.0 ) Emerald Holding, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Notes to Condensed Financial Statements December 31, 2021, 2020 and 2019 1. Basis of Presentation In the parent-company-only financial statements, Emerald Holding, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company’s consolidated financial statements. A condensed statement of cash flows was not presented because Emerald Holding, Inc.’s net operating activities have no cash impact and there were no investing or financing cash flow activities during the fiscal years ended December 31, 2021, 2020 and 2019. Income taxes and non-cash stock-based compensation have been allocated to the Company’s subsidiaries for the fiscal years ended December 31, 2021, 2020 and 2019. 2. Guarantees and Restrictions On February 14, 2020, Emerald Expositions Holding, Inc., the borrower under the Amended and Restated Senior Secured Credit Facilities, was renamed Emerald X, Inc. (“Emerald X”). On May 22, 2017, entered into the Amended and Restated Senior Secured Credit Facilities, by and among Expo Event Midco, Inc. (“EEM”), Emerald X and Emerald X’s subsidiaries as guarantors, various lenders from time to time party thereto and Bank of America, N.A., as administrative agent. The Amended and Restated Senior Secured Credit Facilities include restrictions on the ability of Emerald X and its restricted subsidiaries to incur additional liens and indebtedness, make investments and dispositions, pay dividends and make intercompany loans and advances or enter into other transactions, among other restrictions, in each case subject to certain exceptions. Under the Amended and Restated Senior Secured Credit Facilities, Emerald X is permitted to pay dividends so long as immediately after giving effect thereto, no default or event of default had occurred and was continuing, (a) up to an amount equal to, (i) a basket that builds based on 50% of Emerald X’s Consolidated Net Income (as defined in the Amended and Restated Credit Facilities) and certain other amounts, subject to various conditions including compliance with a fixed charge coverage ratio of 2.0 to 1.0 and (b) in certain additional limited amounts, subject to certain exceptions set forth in the Senior Secured Credit Facilities. Since the restricted net assets of Emerald X and its subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the consolidated financial statements. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Emerald Holding, Inc. Schedule II – Valuation and Qualifying Accounts Additions Balance at Beginning of Period Reclassification Charged to Costs & Expenses Charged to Other Accounts Deductions Balance at End of Period Description (in millions) Year Ended December 31, 2021: Allowance for credit losses $ 1.1 — 0.4 — (0.3 ) $ 1.2 Deferred tax asset valuation allowance $ 25.8 — — 18.9 — $ 44.7 Year Ended December 31, 2020: Allowance for credit losses $ 0.7 — 0.7 — (0.3 ) $ 1.1 Deferred tax asset valuation allowance $ 0.2 — — 25.6 — $ 25.8 Year Ended December 31, 2019: Allowance for doubtful accounts $ 0.9 — 0.6 — (0.8 ) $ 0.7 Deferred tax asset valuation allowance $ 0.2 — — — — $ 0.2 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive loss; as such, its comprehensive loss is the same as net loss for all periods presented. |
Liquidity Position and Managements Plans | 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, as well as quarantine requirements. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, In addition, beginning in October 2020 management announced the cancellation or postponement of numerous live events that were scheduled for the first half of 2021, including all but several relatively small live events staging in the first six months of 2021. The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled all upcoming events for a period of multiple months and years due to a pandemic where the timing for resolution and ultimate impact of the pandemic remains uncertain. Although the Company has largely resumed nearly all of its event operations, management still cannot estimate with certainty whether event exhibitors and attendees will attend the Company’s events at levels close to pre-pandemic levels. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. During the years ended December 31, 2021 and 2020, the Company implemented several actions to preserve cash and strengthen its liquidity position, including, but not limited to: • Completing the sale of its 7% Series A Redeemable Convertible Participating Preferred Stock (the “redeemable convertible preferred stock”), generating net proceeds of $382.7 million; • Reducing its expense structure across all key areas of discretionary spending; • Significantly reducing the use of outside contractors; • Suspending the regular quarterly cash dividend. 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, for the policies covering calendar years 2021 and 2020, Emerald is insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. However, Emerald’s renewed event cancellation insurance policies for the calendar year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. Coverage for each of the Company’s event cancellation insurance policies extends to include additional promotional and marketing expenses necessarily incurred by us should a covered loss occur. These policies also include a terrorism endorsement covering an act of terrorism and/or threat of terrorism directed at the insured event or within the United States or its territories. The aggregate limit under these event cancellation insurance policies is approximately $191.1 million in 2020, $191.4 million in 2021 and $100.0 million in 2022 if losses arise for reasons within the scope of these policies. In addition to these primary policies, Emerald maintains separate event cancellation insurance policies for the Surf Expo Summer 2020, Surf Expo Winter 2021, Surf Expo Winter 2022 and Surf Expo Summer 2022 shows, with respective coverage limits of $6.0 million, $7.7 million, $8.4 million and $6.5 million. Similar to the primary event cancellation insurance policies, coverage for the outbreak of communicable disease, including COVID-19, is included for the policies covering Surf Expo Summer 2020 and Surf Expo Winter 2021, but not included for the policies covering Surf Expo Winter 2022 and Surf Expo Summer 2022. The Company is in the process of pursuing claims under the 2021 and 2020 insurance policies to offset the financial impact of cancelled events as a result of COVID-19. To date, the Company has submitted claims related to impacted or cancelled events previously scheduled to take place in 2021 and 2020 of approximately $82.3 million and $167.0 million, respectively. Other income recognized to date, related to insurance proceeds received or confirmed on the claims related to events previously scheduled to take place in 2021 and 2020, totaled $43.0 million and $141.4 million, respectively. During the years ended December 31, 2021 and 2020, the Company recorded Other income of $77.4 million and $107.0 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable. Outstanding claims are subject to review and adjustment and there is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policies. 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. As a result, the payment of approximately $1.8 million of employer payroll taxes otherwise due in 2020 was delayed, with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. The Company paid $0.9 million of the deferred employer payroll taxes in December 2021. As of December 31, 2021, the Company had $519.7 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. As of December 31, 2021, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities. 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 at least the next twelve months. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, allowance for credit losses, useful lives of intangible assets, long-lived asset and goodwill impairments and assumptions used in valuing the Company’s allocation of purchase price, including acquired deferred revenues, intangible assets, contingent consideration and goodwill, deferred taxes and stock-based compensation expense. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts and in money market mutual funds, which at times may exceed federally insured limits. As of December 31, 2021 and 2020, the Company held $209.7 million and $291.1 million of money market mutual funds, respectively, which are highly liquid and quoted in active markets. The Company considers cash deposits in banks and money market mutual funds with original maturities at purchase of three months or less to be cash equivalents. As of December 31, 2021 and 2020, amounts receivable from credit card processors, totaling $0.3 million and $0.2 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP provides an established hierarchy and framework for inputs used to measure fair value. The fair value hierarchy gives the highest priority to inputs using quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. There are three levels of inputs that may be used to measure fair value: • Level 1 – includes financial instruments for which there are quoted market prices in active markets for identical assets or liabilities. • Level 2 – includes financial instruments for which there are observable market-based inputs for similar assets or liabilities that are corroborated by market data. • Level 3 – includes financial instruments for which unobservable inputs that are not corroborated by market data which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. The Company’s contingent consideration liabilities related to the 2021 Acquisitions, 2020 Acquisitions and 2019 Acquisition are classified as Level 3 liabilities, which are measured at fair value based on significant unobservable inputs and re-measured to an updated fair value at each reporting period. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s contingent consideration. The Company’s market-based share award liabilities are classified as Level 3 liabilities, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. Refer to Note 12, Stock-based Compensation The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets, which are measured at fair value based on the closing price of these assets as of the reporting date. Refer to Note 9, Fair Value Measurements |
Financial Instruments | Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities. Accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Cash and cash equivalents are recorded at fair value. Financial instruments also include the Company’s revolving credit facility and senior term loan with third party financial institutions. Cash and cash equivalents, accounts receivable, and the revolving credit facility and term loan potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss for cash and cash equivalents, these financial instruments are primarily held with large, reputable financial institutions in the United States. As of December 31, 2021 and 2020, the Company’s uninsured cash and cash equivalents balances totaled $231.2 million, and $295.3 million, respectively. As of December 31, 2021 and 2020, the Company’s trade receivables balances totaled $46.4 million, and $30.7 million, respectively. No single customer accounts for more than 10% of gross accounts receivable as of December 31, 2021 or 2020. As of December 31, 2021 and 2020, an allowance for credit losses was recorded to account for potential credit losses. Credit risk with respect to trade receivables is low due to the Company’s large customer base dispersed across different industries. As of December 31, 2021 and 2020, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2021 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% (equal to 2.59%) at period end, including short-term portion $ 493.6 $ 519.7 Total $ 493.6 $ 519.7 December 31, 2020 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% (equal to 2.65%) at period end, including short-term portion $ 491.1 $ 525.4 Total $ 491.1 $ 525.4 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using observable market-based inputs that are corroborated by market data (Level 2 inputs). |
Trade and Other Receivables | Trade and Other Receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are presented on the face of the consolidated balance sheets, net of allowance for credit losses. 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. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses are primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rental deposits and insurance costs, in advance of the event. Such costs are deferred in prepaid expenses on the consolidated balance sheets when paid and reported on the consolidated statements of loss and comprehensive loss as cost of revenues upon the staging of the event. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 10 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. |
Definite-Lived Intangible Assets | Definite-lived Intangible Assets Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and other amortized intangible assets. Definite-lived intangible assets are amortized over their estimated useful lives based on the pattern of expected economic benefit. Estimated Useful Life Weighted Average Customer relationships 5-10 years 9 years Definite-lived trade names 10-30 years 23 years Acquired technology 7 years 7 years Computer software 3-7 years 5 years Refer to Note 6, Intangible Assets and Goodwill d |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company conducts the long-lived asset impairment analysis at the asset group level. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares the resulting amount to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Intangible Assets and Goodwill |
Intangibles Assets | Indefinite-Lived Intangible Assets The Company’s indefinite-lived intangible assets consist of trade names. Indefinite-lived intangible assets are tested annually for impairment at October 31, or between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value of an asset group may be impaired. The Company conducts its impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and has determined it has multiple asset groups that are typically at the trade show brand level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset group is impaired. To perform a qualitative assessment, the Company must identify and evaluate changes in economic, industry and entity-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset group. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-lived intangible asset group is impaired, a fair value calculation will be performed to measure the amount of impairment losses to be recognized, if any. The fair values of the Company’s indefinite-lived trade name asset groups are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rates are estimated using evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. The fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital, tax rate and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. Refer to Note 6, Intangible Assets and Goodwill |
Goodwill | Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized, but instead tested for impairment. The Company tests for impairment on October 31 of each year, or more frequently should an event or a change in circumstances that would indicate the carrying value may be impaired. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill impairment test at the reporting unit level. 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. In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Company determines a fair value test is necessary, it estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, revenue growth rates, weighted average cost of capital, forecasting future expenses, selecting appropriate discount rates and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting units with the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated balance sheet. Refer to Note 6, Intangible Assets and Goodwill , for the goodwill impairment recorded during the year s ended December 31, 20 2 1 , 20 20 , and 2019 . |
Contingent Consideration | Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in selling, general and administrative expense in the consolidated statements of loss and comprehensive loss. There is $38.5 million and $13.3 million of contingent consideration outstanding at December 31, 2021 and 2020, respectively. Fair Value Measurements |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenues Trade Shows and Other Events A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. Revenue from the Company’s trade shows and other events is recognized in the period the trade show or other event stages as the Company’s performance obligations have been satisfied. As a result of the COVID-19 related show cancellations described above, trade show revenues declined significantly during the years ended December 31, 2021 and 2020. Trade show and other events generated approximately 71%, 79% and 92% of revenues for the years ended December 31, 2021, 2020, and 2019, respectively. Other Marketing Services Revenues from the Company’s other marketing services primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector. These revenues are recognized in the period in which the digital products are provided or publications are issued. Deferred Revenue The Company typically invoices and collects payment in-full from customers prior to the staging of a trade show or other event and records deferred revenues in the consolidated balance sheets until the staging of the trade show or other event. As of December 31, 2021 and 2020, the Company had deferred revenues of $118.1 million and $48.6 million, respectively, of which, $42.2 million and $25.6 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. The COVID-19 pandemic has had, and will 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 have had a significant effect on the production of the Company’s trade shows and other events. Due to the measures governments and private organizations implemented in order to stem the spread of COVID-19, the Company cancelled all but one of the trade shows and other events which had been scheduled to stage in the second half of March 2020 through December 2020, and also cancelled or postponed numerous trade shows and other events in the first half of 2021, including all but several relatively small live events staging in the first half of 2021. Due to the reopening of most major municipalities in the United States in June 2021, the Company was able to hold 56 in-person events during the second half of 2021. While travel restrictions on international travelers to the United States were lifted in the fourth quarter of 2021, the ongoing effects of COVID-19 on the Company’s operations and event calendar have had, and will continue to have, a material negative impact on its financial results. Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event and over the subscription period for access to the Company’s subscription software and services. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs. The ongoing COVID-19 pandemic and its consequences forced the Company to cancel a significant portion of the Company’s in person events beginning in March 2020 through the end of the year and the first half of 2021. Trade show and other events revenues represented approximately 71%, 79% and 92% of total revenues for the years ended December 31, 2021, 2020, and 2019, respectively. Other marketing services revenues primarily consist of subscription software and services, subscription fees for educational and e-learning services, advertising sales for digital products and industry publications and are recognized in the period in which the digital products are provided or publications are issued. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services. Current deferred revenues are reported as deferred revenues on the consolidated balance sheets and were $118.1 million and $48.6 million as of December 31, 2021 and 2020, respectively. Long-term deferred revenues as of December 31, 2021 and 2020 were $0.2 million and zero, respectively, and are reported as other noncurrent liabilities on the consolidated balance sheets. Total deferred revenues, including the current and non-current portions, were $118.3 million and $48.6 million, as of December 31, 2021 and 2020, respectively. The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of December 31, 2021, cancelled event liabilities of $9.8 million represents $5.6 million of deferred revenues for cancelled trade shows and $4.2 million of related accounts receivable reclassified to cancelled event liabilities in the consolidated balance sheets. As of December 31, 2020, cancelled event liabilities of $25.9 million represents $13.6 million of deferred revenues for cancelled trade shows and $12.3 million of related accounts receivable credits reclassified to cancelled event liabilities in the consolidated balance sheets. The following table represents the deferred revenue activity for the years ended December 31, 2021, 2020, and 2019, respectively: (in millions) 2021 2020 2019 Balance at beginning of period $ 48.6 $ 187.4 $ 192.4 Consideration earned during the period (123.1 ) (91.7 ) (308.6 ) Invoiced during the period 205.6 122.0 302.1 Attributable to show cancellations (14.6 ) (170.3 ) — Additions related to business combinations 1.8 1.2 1.5 Balance at end of period $ 118.3 $ 48.6 $ 187.4 Performance Obligations For the Company’s trade shows and other events, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied, which is typically at the completion of a show or event. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. For the Company’s subscription software and services, the Company may enter into contracts with customers that include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and related professional services are deferred and recognized over the expected customer life, which is four years . Subscription revenue i s recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are typically three-year terms with one-year renewals following the initial three-year term. For the Company’s other marketing services, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of one year or less. The Company’s performance obligations greater than one year are immaterial. Disaggregation of Revenue The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Year Ended December 31, 2021 (in millions) Trade shows $ 50.0 $ 33.3 $ 0.7 $ 84.0 Other events 1.8 7.3 10.4 19.5 Subscription software and services — — 11.1 11.1 Other marketing services 5.5 14.8 10.6 30.9 Total revenues $ 57.3 $ 55.4 $ 32.8 $ 145.5 Year Ended December 31, 2020 Trade shows $ 49.3 $ 28.7 $ 2.3 $ 80.3 Other events 2.2 7.5 11.2 20.9 Subscription software and services — — — — Other marketing services 5.4 15.0 5.8 26.2 Total revenues $ 56.9 $ 51.2 $ 19.3 $ 127.4 Year Ended December 31, 2019 Trade shows $ 177.4 $ 106.9 $ 7.2 $ 291.5 Other events 0.6 12.8 25.8 39.2 Subscription software and services — — — — Other marketing services 6.7 20.2 3.3 30.2 Total revenues $ 184.7 $ 139.9 $ 36.3 $ 360.9 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services, which are expensed over the expected customer relationship period. As of December 31, 2021 and 2020, the Company does not have material contract assets. Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services. Contract liabilities less than one year from the date of the performance obligation are reported on the consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the consolidated balance sheets in other noncurrent liabilities. The Company’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications are generally short term, as sales typically begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited by each commission to be less than one year , and as a result, the Company expenses sales commissions associated with trade shows, other events and other marketing services as incurred. Sales commissions are reported on the consolidated statements of loss and comprehensive loss as selling, general and administrative expense . Accounts Receivable The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar 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 years ended December 31, 2021 and 2020, were not material. Contract Estimates and Judgments The Company’s trade show, other event and other marketing sales revenue contracts do not require significant estimates or judgments based on the nature of the Company’s contracts. The sales price in the Company’s contracts are fixed and stated on the face of the contract. All consideration from contracts is included in the transaction price. The Company’s contracts with multiple performance obligations are considered to be fulfilled upon the completion of each trade show, publication issuance or as advertising services are provided, as applicable. |
Other Income | Other Income As a result of the measures enacted in March 2020 to prevent the spread of COVID-19 across the United States, management made the decision to cancel substantially all of the Company’s face-to-face events scheduled through the end of 2020. In addition, beginning in October 2020, management announced the cancellation or postponement of numerous live events that were scheduled for the first half of 2021, including all but several relatively small live events staging in the first six months of 2021. In the second half of 2021, due to the continued effects of COVID-19 related issues such as international travel restrictions, certain events were cancelled or experienced reduced attendance. As noted previously, the Company maintained 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, including event cancellations caused by the outbreak of communicable diseases, including COVID-19. Emerald’s renewed event cancellation insurance policies for the year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. The Company received payments of $95.3 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2021. As a result, during the year ended December 31, 2021, the Company reported other income of $77.4 million to recognize the amount that was recovered from the insurance company in the consolidated statements of loss and comprehensive loss. The Company received payments of $89.2 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2020 and management concluded that the receipt of $17.8 million of additional insurance proceeds was realizable as of December 31, 2020. As a result, during the year ended December 31, 2020, the Company reported other income of $107.0 million to recognize the amount that was recovered from the insurance company in the consolidated statements of loss and comprehensive loss. During the third quarter of 2019, as a result of Hurricane Dorian, the Company’s Surf Expo and Imprinted Sportswear Show - |
Deferred Financing Fees and Debt Discount | Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments using the effective interest method for the Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Following the June 2019 appointment of the Company’s chief executive officer, who is considered the CODM, the Company changed the financial reporting structure, in the fourth quarter of 2019, which resulted in a change in reporting segments. The CODM evaluates performance based on the results of six executive brand portfolios, which represent the Company’s six operating segments. Based on an evaluation of economic similarities, four operating segments are aggregated into two reportable segments, the Commerce and the Design and Technology reportable segments. operating segments do not meet the quantitative thresholds of a reportable operating segment and did not meet the aggregation criteria set forth in Accounting Standards Codification (“ ASC ”) Topic 280, Segment Reporting, and are referred to as “All Other.” Refer to Note 1 8 , Segment Information , for information regarding the Company’s repor table segments. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss. These costs include brand advertising, telemarketing, direct mail and other sales promotion expenses associated with the Company’s trade shows, conference events, digital media, Elastic Suite and Flex platforms and publications. Advertising and marketing costs totaled $6.3 million, $6.7 million and $17.0 million, for the years ended December 31, 2021, 2020 and 2019, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company uses share-based compensation, including stock options and restricted stock units, to provide long-term performance incentives for its employees and non-employee directors. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of loss and comprehensive loss; however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which are estimated as follows: • Fair Value of Common Stock — • Expected Term — • Volatility — • Risk-Free Rate • Forfeiture Rate • Dividend Yield The Company granted Restricted Stock Units (“RSUs”), that contain service and, in certain instances, performance conditions to certain executives and employees, which are equity-classified awards. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. The grant date fair value of stock-based awards is recognized as expense over the requisite service period on the graded-vesting method. Market-based Share Awards The Company granted performance-based market condition share awards to two senior executives in 2019 and one senior executive 2020 under the 2017 Omnibus Equity Plan. During 2020, one of the performance-based market condition share awards granted in 2019 was forfeited. These awards are classified as liabilities, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. The fair value of performance-based market condition share awards is estimated using a risk-neutral Monte Carlo simulation model. The Company recognizes expense for performance-based market condition share awards over the derived service period for each tranche. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten year term expires, except that upon a termination of employment other than for cause, or upon a termination for good reason within three months prior to the earlier of the execution of an agreement resulting in a change in control or the date of a change in control, any unvested shares subject to the performance-based market condition share award shall remain eligible to vest in accordance with the performance-based market condition share award agreement’s vesting conditions. Refer to Note 12, Stock-Based Compensation , for further information regarding the Company’s performance-based market condition share awards. |
Income Taxes | Income Taxes The Company provides for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of loss and comprehensive loss as an adjustment to income tax expense in the period that includes the enactment date. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Income Taxes |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Adoption of New Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard (“ASU”) 2021-08 (“ASU 2021-08”), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. This guidance is effective for fiscal years beginning after December 15, 2022, and for interim periods within that year. Early adoption is permitted and the amendments in ASU 2021-08 should be applied to business combinations occurring during the year of adoption. The Company adopted ASU 2021-08 in October 2021 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 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. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued 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 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 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 consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden of accounting for (or recognizing the effects of) reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”). ASU 2021-01 clarifies certain optional expedients in ASU 2020-04 that may be applied to derivatives that are affected by the discounting transition. The amendments in ASU 2020-04, including ASU 2021-01, 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 does not expect the adoption of these accounting standards will have a material impact on the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Fair Value and Carrying Value of Debt | As of December 31, 2021 and 2020, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2021 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% (equal to 2.59%) at period end, including short-term portion $ 493.6 $ 519.7 Total $ 493.6 $ 519.7 December 31, 2020 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% (equal to 2.65%) at period end, including short-term portion $ 491.1 $ 525.4 Total $ 491.1 $ 525.4 |
Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets | Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. Estimated Useful Life Weighted Average Customer relationships 5-10 years 9 years Definite-lived trade names 10-30 years 23 years Acquired technology 7 years 7 years Computer software 3-7 years 5 years |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Deferred Revenue Activity | The following table represents the deferred revenue activity for the years ended December 31, 2021, 2020, and 2019, respectively: (in millions) 2021 2020 2019 Balance at beginning of period $ 48.6 $ 187.4 $ 192.4 Consideration earned during the period (123.1 ) (91.7 ) (308.6 ) Invoiced during the period 205.6 122.0 302.1 Attributable to show cancellations (14.6 ) (170.3 ) — Additions related to business combinations 1.8 1.2 1.5 Balance at end of period $ 118.3 $ 48.6 $ 187.4 |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Year Ended December 31, 2021 (in millions) Trade shows $ 50.0 $ 33.3 $ 0.7 $ 84.0 Other events 1.8 7.3 10.4 19.5 Subscription software and services — — 11.1 11.1 Other marketing services 5.5 14.8 10.6 30.9 Total revenues $ 57.3 $ 55.4 $ 32.8 $ 145.5 Year Ended December 31, 2020 Trade shows $ 49.3 $ 28.7 $ 2.3 $ 80.3 Other events 2.2 7.5 11.2 20.9 Subscription software and services — — — — Other marketing services 5.4 15.0 5.8 26.2 Total revenues $ 56.9 $ 51.2 $ 19.3 $ 127.4 Year Ended December 31, 2019 Trade shows $ 177.4 $ 106.9 $ 7.2 $ 291.5 Other events 0.6 12.8 25.8 39.2 Subscription software and services — — — — Other marketing services 6.7 20.2 3.3 30.2 Total revenues $ 184.7 $ 139.9 $ 36.3 $ 360.9 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Supplemental Pro-Forma Information | Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2021, 2020 and 2019 acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative purposes and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined companies. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events. Year ended December 31, 2021 2020 2019 (in millions) (Unaudited) Pro-forma revenues MJBiz $ 26.9 $ 3.3 $ - All other pro-forma revenues 146.4 143.4 382.4 Total pro-forma revenues $ 173.3 $ 146.7 $ 382.4 Pro-forma net loss MJBiz $ 5.2 $ (14.5 ) $ - All other pro-forma net loss (77.9 ) (631.8 ) (71.6 ) Total pro-forma net loss $ (72.7 ) $ (646.3 ) $ (71.6 ) |
MJ Biz [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date: (in millions) December 31, 2021 Trade and other receivables $ 0.6 Prepaid expenses 0.1 Goodwill 113.8 Intangible assets 30.4 Deferred revenues (1.3 ) Other current liabilities (1.4 ) Preliminary purchase price $ 142.2 |
Sue Bryce Education and The Portrait Masters [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) April 1, 2021 Goodwill $ 3.3 Intangible assets 4.9 Deferred revenues (0.5 ) Purchase price, including working capital adjustment $ 7.7 |
PlumRiver Technologies [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) December 31, 2020 Trade and other receivables $ 1.9 Goodwill 25.4 Intangible assets 19.9 Accounts payable and other current liabilities (0.3 ) Deferred revenues (0.5 ) Purchase price, including working capital adjustment $ 46.4 |
EDspaces [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | (in millions) December 31, 2020 Goodwill $ 2.1 Intangible assets 2.2 Deferred revenues (0.7 ) Purchase price, including working capital adjustment $ 3.6 |
G3 Communications [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities at the date of acquisition: (in millions) November 1, 2019 Prepaid expenses 0.3 Goodwill 12.9 Intangible assets 4.0 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 15.7 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: December 31, (in millions) 2021 2020 Furniture, equipment and other $ 6.5 $ 6.4 Leasehold improvements 3.1 3.2 $ 9.6 $ 9.6 Less: Accumulated depreciation (5.9 ) (5.7 ) Property and equipment, net $ 3.7 $ 3.9 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Purchased Technology Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at December 31, 2021 $ 54.2 $ 355.8 $ 84.2 $ 6.2 $ 13.8 $ 5.9 $ 520.1 Accumulated amortization — (259.6 ) (12.2 ) (0.9 ) (10.7 ) — (283.4 ) Net carrying amount at December 31, 2021 $ 54.2 $ 96.2 $ 72.0 $ 5.3 $ 3.1 $ 5.9 $ 236.7 Gross carrying amount at December 31, 2020 $ 65.9 $ 369.0 $ 91.1 $ 6.2 $ 12.3 $ 2.5 $ 547.0 Accumulated amortization — (253.4 ) (9.1 ) — (9.5 ) — (272.0 ) Net carrying amount at December 31, 2020 $ 65.9 $ 115.6 $ 82.0 $ 6.2 $ 2.8 $ 2.5 $ 275.0 |
Summary of Estimated Future Amortization Expense | Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2022 52.2 2023 34.9 2024 17.0 2025 12.5 2026 9.3 Thereafter 50.7 $ 176.6 |
Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment | The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2019 $ 598.4 $ 337.3 $ 44.6 $ 980.3 Acquired goodwill — 2.1 25.3 27.4 Impairments (367.5 ) (205.7 ) (30.2 ) (603.4 ) Balance at December 31, 2020 $ 230.9 $ 133.7 $ 39.7 $ 404.3 Acquired goodwill 113.8 — 3.3 117.1 Impairments (7.2 ) — — (7.2 ) Balance at December 31, 2021 $ 337.5 $ 133.7 $ 43.0 $ 514.2 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt is comprised of the following indebtedness to various lenders: (in millions) December 31, 2021 December 31, 2020 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% and 2.50% as of December 31, 2021 and 2020, respectively, (equal to 2.59% and 2.65% at December 31, 2021 and 2020, respectively) due 2024, net(a) $ 516.6 $ 521.0 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 510.9 $ 515.3 ( a ) Amended and Restated Term Loan Facility as of December 31, 2021 is recorded net of unamortized discount of $1.4 million and net of unamortized deferred financing fees of $1.7 million. Amended and Restated Term Loan Facility as of December 31, 2020 is recorded net of unamortized discount of $2.0 million and net of unamortized deferred financing fees of $2.4 million. |
Summary of Interest Expense | Interest expense reported in the consolidated statements of loss and comprehensive loss consist of the following: Year ended December 31, (in millions) 2021 2020 2019 Senior secured term loan $ 13.7 $ 17.6 $ 27.2 Non-cash interest for amortization of debt discount and debt issuance costs 1.5 1.5 1.4 Revolving credit facility interest and commitment fees 0.6 1.5 1.7 $ 15.8 $ 20.6 $ 30.3 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Maturities of Right-of-Use Lease Liabilities | Maturities of right-of-use lease liabilities for the remaining five years and thereafter as of December 31, 2021 were as follows: (in millions) December 31, 2021 2022 $ 4.7 2023 4.7 2024 3.7 2025 3.1 2026 3.0 Thereafter 1.0 Minimum lease payments $ 20.2 Less: Imputed interest (2.2 ) Present value of minimum lease payments $ 18.0 |
Supplemental Cash Flow and Other Information Related To Leases | Supplemental cash flow and other information related to leases was as follows: December 31, (in millions) 2021 2020 2019 Cash paid for amounts included in the measurement of right-of-use lease liabilities: Cash paid reported as operating activities on the consolidated statements of cash flows $ 4.1 $ 4.1 $ 4.0 Right-of-use lease assets obtained in exchange for new right-of-use lease liabilities $ 3.4 $ 1.5 $ 1.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of December 31, 2021 and 2020, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the tables below: December 31, 2021 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and cash equivalents $ 21.5 $ 21.5 $ — $ — Money market mutual funds (a) 209.7 209.7 — — Total assets at fair value $ 231.2 $ 231.2 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (c) 36.2 — — 36.2 Total liabilities at fair value $ 36.6 $ — $ — $ 36.6 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and cash equivalents $ 4.2 $ 4.2 $ — $ — Money market mutual funds (a) 291.1 291.1 — — Total assets at fair value $ 295.3 $ 295.3 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (c) 13.3 — — 13.3 Total liabilities at fair value $ 13.7 $ — $ — $ 13.7 (a) The fair values of the Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The Company’s money market mutual funds are quoted in an active market. (b) Included within other noncurrent liabilities in the consolidated balance sheets. (c) As of December 31, 2021, $5.1 million is included within accounts payable and other current liabilities in the consolidated balance sheets and $31.1 million is included within other noncurrent liabilities in the consolidated balance sheets. As of December 31, 2020, $3.8 million is included within accounts payable and other current liabilities in the consolidated balance sheets and $9.5 million is included within other noncurrent liabilities in the consolidated balance sheets. |
Stockholder's Equity (Deficit_2
Stockholder's Equity (Deficit) and Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Summary of Dividends Paid | There were no dividends paid for the year ended December 31, 2021. The following is a summary of the dividends paid for the years ending December 31, 2020 and 2019: 2020 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on February 7, 2020 — — — Stockholders of record on February 21, 2020 — — — Dividend paid on March 6, 2020 — — — Dividend per share $ 0.0750 $ — $ — $ — Cash dividend paid $ 5.4 $ — $ — $ — 2019 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on February 5, 2019 April 30, 2019 July 30, 2019 October 31, 2019 Stockholders of record on February 19, 2019 May 14, 2019 August 13, 2019 November 14, 2019 Dividend paid on March 5, 2019 May 28, 2019 August 27, 2019 November 27, 2019 Dividend per share $ 0.0725 $ 0.0750 $ 0.0750 $ 0.0750 Cash dividend paid $ 5.2 $ 5.4 $ 5.4 $ 5.3 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value of Stock Options Estimated on Grant Date Using Assumptions | The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2021 Range Weighted-Average Expected volatility 29.0% to 38.4% Dividend yield — Risk-free interest rate 0.4% to 1.4% Expected term (in years) 5.5 to 7.5 Weighted-average fair value at grant date $ 1.47 Year Ended December 31, 2019 Range Weighted-Average Expected volatility 21.7% to 23.2% Dividend yield 2.2% to 2.3% Risk-free interest rate 1.9% to 2.5% Expected term (in years) 6.5 to 7.0 Weighted-average fair value at grant date $ 2.36 |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2021 and 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 (3,163 ) 11.57 Outstanding at December 31, 2020 3,978 $ 13.68 4.7 $ — Granted 11,970 6.36 Exercised — — Forfeited/Expired (1,545 ) 9.01 Outstanding at December 31, 2021 14,403 $ 8.10 8.1 $ — Exercisable at December 31, 2021 2,602 $ 14.13 4.1 $ — |
Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options | Information regarding fully vested and expected to vest stock options as of December 31, 2021 was as follows: Exercise Price Number of Options (share data in thousands) Weighted Average Remaining Contractual Life (years) $4.06 - $8.00 11,853 8.61 $10.40 - $15.60 1,093 5.00 $16.00 - $24.00 1,457 5.37 14,403 |
Schedule of Restricted Stock Units Activity | RSU activity for the years ended December 31, 2021 and 2020 was as follows: Number of RSUs (share data in thousands) Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2019 668 $ 15.00 Granted 1,143 8.53 Forfeited (233 ) 10.31 Vested (274 ) 11.76 Unvested balance, December 31, 2020 1,303 $ 10.31 Granted 631 5.14 Forfeited (169 ) 8.36 Vested (407 ) 10.38 Unvested balance, December 31, 2021 1,358 $ 8.13 |
Schedule of Weighted Average Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding | The weighted average assumptions used in determining the fair value for the performance-based market condition share awards granted in 2020 and 2019 and remeasured at December 31, 2021 were as follows: Grant Date December 31, 2021 Expected volatility 41.7 % 55.0 % Dividend yield 1.1 % — Risk-free interest rate 1.3 % 1.5 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Common Share | The details of the computation of basic and diluted loss per common share are as follows: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2021 2020 2019 Net loss and comprehensive loss attributable to Emerald Holding, Inc. $ (78.1 ) $ (633.6 ) $ (50.0 ) Accretion to redemption value of redeemable convertible preferred stock (35.6 ) (15.6 ) — Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (113.7 ) $ (649.2 ) $ (50.0 ) Weighted average common shares outstanding 71,309 71,431 71,719 Basic loss per share $ (1.59 ) $ (9.09 ) $ (0.70 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (113.7 ) $ (649.2 ) $ (50.0 ) Diluted effect of stock options — — — Diluted weighted average common shares outstanding 71,309 71,431 71,719 Diluted loss per share $ (1.59 ) $ (9.09 ) $ (0.70 ) Anti-dilutive shares excluded from diluted earnings per share calculation 15,023 5,196 4,996 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Current and Deferred Income Tax Provision (Benefit) | The Company’s current and deferred income tax provision (benefit) were as follows: December 31, (in millions) 2021 2020 2019 Current Federal $ (1.4 ) $ 0.3 $ 7.8 State and local 0.2 0.2 2.6 Foreign 0.3 - — (0.9 ) 0.5 10.4 Deferred Federal (0.2 ) (44.6 ) (11.1 ) State and local (0.2 ) (13.5 ) (4.3 ) Foreign — - — (0.4 ) (58.1 ) (15.4 ) Total benefit from income taxes $ (1.3 ) $ (57.6 ) $ (5.0 ) |
Schedule of Effective Income Tax Reconciliation | The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision (benefit) are set forth below: December 31, (in millions) 2021 2020 2019 Loss before income taxes $ (79.4 ) $ (691.2 ) $ (55.0 ) U.S. statutory tax rate 21.0 % 21.0 % 21.0 % Taxes at the U.S. statutory rate (16.7 ) (145.2 ) (11.5 ) Tax effected differences State and local taxes, net of federal benefit (3.2 ) (13.0 ) (0.8 ) Share-based payments 0.6 0.5 0.3 Nondeductible goodwill impairment 0.9 76.6 7.2 Change in valuation allowance 18.3 (0.1 ) (0.1 ) Return to provision adjustments 0.1 25.6 — Change in tax rates (0.4 ) (2.3 ) (0.6 ) Change in uncertain tax positions (1.3 ) — — Nondeductible expenses 0.3 0.3 0.4 Other, net 0.1 — 0.1 Total benefit from income taxes $ (1.3 ) $ (57.6 ) $ (5.0 ) |
Summary of Book Value and Tax Basis of Assets and Liabilities | The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows: December 31, (in millions) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 6.1 $ 0.2 Deferred compensation 2.8 1.8 Stock-based compensation 8.4 6.9 Fixed asset depreciation — (0.1 ) Lease liabilities 4.6 4.5 Accrued expenses 1.2 0.6 Goodwill and intangible assets 21.9 13.2 Section 163(j) interest carryover 0.4 — Other assets 1.0 0.8 Deferred tax assets 46.4 27.9 Valuation allowance (44.1 ) (25.8 ) Net deferred tax assets 2.3 2.1 Deferred tax liabilities Right-of-use lease assets (3.8 ) (4.0 ) Deferred tax liabilities, net $ (1.5 ) $ (1.9 ) |
Schedule of Changes in Gross Unrecognized Tax Benefits | The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31, 2021, 2020, and 2019: December 31, (in millions) 2021 2020 2019 Gross unrecognized tax benefits, beginning of period $ 1.1 $ 1.1 $ 1.7 Decreases related to prior year tax positions (1.1 ) — (1.7 ) Increases related to current year tax provisions — — 1.1 Gross unrecognized tax benefits, end of period $ — $ 1.1 $ 1.1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Annual Payments for Operating Leases and Other Contractual Obligations | The amounts presented below represent the future minimum annual payments under the Company’s operating leases and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2021: Years Ending December 31, (in millions) 2022 2023 2024 2025 2026 Thereafter Total Operating leases $ 4.7 $ 4.7 $ 3.7 $ 3.1 $ 3.0 $ 1.0 $ 20.2 Other contractual obligations 44.3 23.9 9.3 3.4 0.6 — 81.5 $ 49.0 $ 28.6 $ 13.0 $ 6.5 $ 3.6 $ 1.0 $ 101.7 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2021 2020 Accrued personnel costs $ 16.0 $ 12.7 Accrued event costs 9.5 7.3 Contingent consideration 5.1 3.7 Other current liabilities 9.2 3.6 Trade payables 12.0 3.8 Total accounts payable and other current liabilities $ 51.8 $ 31.1 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income | The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income: Years Ended December 31, (in millions) 2021 2020 2019 Revenues Commerce $ 57.3 $ 56.9 $ 184.7 Design and Technology 55.4 51.2 139.9 All Other 32.8 19.3 36.3 Total revenues $ 145.5 $ 127.4 $ 360.9 Other Income Commerce $ 59.3 $ 70.3 $ 6.1 Design and Technology 12.3 32.5 — All Other 5.8 4.2 — Total other income $ 77.4 $ 107.0 $ 6.1 Adjusted EBITDA Commerce $ 73.6 $ 74.8 $ 104.2 Design and Technology 18.5 35.1 55.7 All Other 2.5 2.9 9.2 Subtotal Adjusted EBITDA $ 94.6 $ 112.8 $ 169.1 General corporate expenses (48.9 ) (40.9 ) (41.3 ) Interest expense (15.8 ) (20.6 ) (30.3 ) Goodwill impairments (7.2 ) (603.4 ) (69.1 ) Intangible asset impairments (32.7 ) (76.8 ) (17.0 ) Depreciation and amortization (47.6 ) (48.6 ) (52.0 ) Stock-based compensation (10.4 ) (6.7 ) (7.7 ) Deferred revenue adjustment (2.0 ) — (0.3 ) Other (9.4 ) (7.0 ) (6.4 ) Loss before income taxes $ (79.4 ) $ (691.2 ) $ (55.0 ) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 31, 2022 | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Corporation formation date | Apr. 26, 2013 | ||||||
Traded events description | traded 56 in-person events during the second half of 2021 | ||||||
Insurance receivables | $ 17,800,000 | ||||||
Other income from insurance settlement | $ 77,400,000 | 107,000,000 | $ 6,100,000 | ||||
Amounts receivable from credit card processors | $ 300,000 | $ 300,000 | 300,000 | 200,000 | |||
Uninsured cash and cash equivalents balances | 231,200,000 | 231,200,000 | 231,200,000 | 295,300,000 | |||
Trade receivables balances | 46,400,000 | 46,400,000 | 46,400,000 | 30,700,000 | |||
Contingent consideration outstanding | 38,500,000 | 38,500,000 | 38,500,000 | 13,300,000 | |||
Deferred revenues | 118,100,000 | 118,100,000 | 118,100,000 | 48,600,000 | |||
Accounts receivable | 42,200,000 | 42,200,000 | 42,200,000 | 25,600,000 | |||
Insurance settlement received due to lost revenues | $ 6,100,000 | $ 95,300,000 | 89,200,000 | 10,100,000 | |||
Number of operating segments, aggregated into reportable segments | Segment | 4 | ||||||
Number of reportable segments | Segment | 2 | ||||||
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | Segment | 2 | ||||||
Advertising and marketing costs | $ 6,300,000 | $ 6,700,000 | $ 17,000,000 | ||||
Expected dividend to be paid | $ 0 | ||||||
Expected dividend yield | 0.00% | ||||||
Vesting period | 10 years | ||||||
Chief Operating Decision Maker [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of executive brand portfolios | Segment | 6 | ||||||
Number of operating segment | Segment | 6 | ||||||
Number of operating segments, aggregated into reportable segments | Segment | 4 | ||||||
Number of reportable segments | Segment | 2 | ||||||
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | Segment | 3 | ||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Trade Show and Other Events [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 71.00% | 79.00% | 92.00% | ||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Other Marketing Services [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 21.00% | 21.00% | 8.00% | ||||
Leasehold Improvements [Member] | Minimum [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 1 year | ||||||
Leasehold Improvements [Member] | Maximum [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 10 years | ||||||
Equipment [Member] | Minimum [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 1 year | ||||||
Equipment [Member] | Maximum [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 10 years | ||||||
Money Market Mutual Funds [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents | 209,700,000 | 209,700,000 | $ 209,700,000 | $ 291,100,000 | |||
Amended and Restated Term Loan Facility [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Borrowings outstanding | 519,700,000 | 519,700,000 | 519,700,000 | ||||
Revolving Credit Facility [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Borrowings outstanding | 0 | 0 | 0 | ||||
COVID-19 [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Insurance receivables | 191,100,000 | 191,100,000 | 191,100,000 | ||||
Insurance settlement receivable, 2021 | 191,400,000 | 191,400,000 | 191,400,000 | ||||
Insurance settlement receivable, 2022 | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Submitted claims related to impacted or cancelled events previously scheduled | 82,300,000 | 82,300,000 | 82,300,000 | 167,000,000 | |||
Other income recognized related to insurance proceeds | 43,000,000 | 141,400,000 | |||||
Other income from insurance settlement | 77,400,000 | $ 107,000,000 | |||||
Deferred employer payroll taxes | $ 1,800,000 | 1,800,000 | 1,800,000 | ||||
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 | ||||||
Payment of deferred employer payroll taxes | $ 900,000 | ||||||
COVID-19 [Member] | Forecast [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, 2022 | ||||||
Surf Expo Summer 2020 [Member] | COVID-19 [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Insurance settlements coverage limit | 6,000,000 | ||||||
Surf Expo Winter 2021 [Member] | COVID-19 [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Insurance settlements coverage limit | 7,700,000 | ||||||
Surf Expo Winter 2022 [Member] | COVID-19 [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Insurance settlements coverage limit | 8,400,000 | ||||||
Surf Expo Summer 2022 [Member] | COVID-19 [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Insurance settlements coverage limit | $ 6,500,000 | ||||||
7% Series A Redeemable Convertible Participating Preferred Stock | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Convertible preferred stock, percentage | 7.00% | ||||||
Proceeds from issuance of preferred stock | $ 382,700,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value and Carrying Value of Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt, Carrying Value | $ 519.7 | $ 525.4 |
Debt, Fair Value | 493.6 | 491.1 |
Amended and Restated Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Carrying Value | 519.7 | 525.4 |
Debt, Fair Value | $ 493.6 | $ 491.1 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value and Carrying Value of Debt (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | |
LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.75% | ||
Amended and Restated Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.59% | 2.65% | |
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread | 2.50% | 2.50% |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Customer-Relationships [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 9 years |
Customer-Relationships [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 5 years |
Customer-Relationships [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 10 years |
Definite-Lived Trade Names [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 23 years |
Definite-Lived Trade Names [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 10 years |
Definite-Lived Trade Names [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 30 years |
Acquired Technology [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Finite lived intangible assets, Weighted Average Life | 7 years |
Computer Software [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 5 years |
Computer Software [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 3 years |
Computer Software [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Recently Adopted Accounting P_2
Recently Adopted Accounting Pronouncements - Additional Information (Detail) | Dec. 31, 2021 |
ASU 2021-08 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Oct. 31, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2019-12 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2018-15 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2018-13 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2016-13 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customer [Line Items] | |||||
Held events description | hold 56 in-person events during the second half of 2021 | ||||
Current deferred revenues | $ 118.1 | $ 118.1 | $ 48.6 | ||
Total deferred revenues | 118.3 | 118.3 | 48.6 | $ 187.4 | $ 192.4 |
Cancelled event liabilities | 9.8 | $ 9.8 | 25.9 | ||
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 | 0.2 | $ 0.2 | $ 0 | ||
Trade Show and Other Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Concentration risk, percentage | 71.00% | 79.00% | 92.00% | ||
Trade Shows [Member] | COVID-19 [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Current deferred revenues | 5.6 | $ 5.6 | $ 13.6 | ||
Accounts receivable credits reclassified to cancelled event liabilities | $ 4.2 | $ 4.2 | $ 12.3 |
Revenues - Deferred Revenue Act
Revenues - Deferred Revenue Activity (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract With Customer Liability [Abstract] | |||
Balance at beginning of period | $ 48.6 | $ 187.4 | $ 192.4 |
Consideration earned during the period | (123.1) | (91.7) | (308.6) |
Invoiced during the period | 205.6 | 122 | 302.1 |
Attributable to show cancellations | (14.6) | (170.3) | |
Additions related to business combinations | 1.8 | 1.2 | 1.5 |
Balance at end of period | $ 118.3 | $ 48.6 | $ 187.4 |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | 12 Months Ended |
Dec. 31, 2021 | |
Maximum [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 1 year |
Implementation Fees and Professional Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 4 years |
Subscription Software and Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 3 years |
Revenue recognition of remaining performance obligations expected renewal period | 1 year |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 145.5 | $ 127.4 | $ 360.9 |
Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 84 | 80.3 | 291.5 |
Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 19.5 | 20.9 | 39.2 |
Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 30.9 | 26.2 | 30.2 |
Subscription Software and Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 11.1 | ||
Commerce [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 57.3 | 56.9 | 184.7 |
Commerce [Member] | Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 50 | 49.3 | 177.4 |
Commerce [Member] | Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 1.8 | 2.2 | 0.6 |
Commerce [Member] | Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 5.5 | 5.4 | 6.7 |
Design and Technology [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 55.4 | 51.2 | 139.9 |
Design and Technology [Member] | Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 33.3 | 28.7 | 106.9 |
Design and Technology [Member] | Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 7.3 | 7.5 | 12.8 |
Design and Technology [Member] | Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 14.8 | 15 | 20.2 |
All Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 32.8 | 19.3 | 36.3 |
All Other [Member] | Trade Shows [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 0.7 | 2.3 | 7.2 |
All Other [Member] | Other Events [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 10.4 | 11.2 | 25.8 |
All Other [Member] | Other Marketing Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 10.6 | $ 5.8 | $ 3.3 |
All Other [Member] | Subscription Software and Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 11.1 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | Apr. 01, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Nov. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2023 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||||||||||
Goodwill acquired | $ 117,100,000 | $ 27,400,000 | ||||||||
Contingent consideration on purchase price | $ 13,300,000 | $ 36,200,000 | $ 13,300,000 | |||||||
Common stock, shares issued | 72,195,000 | 70,026,000 | 72,195,000 | |||||||
Amount drawn from revolving credit facility for funding of transaction | $ 95,000,000 | $ 16,000,000 | ||||||||
Revolving Credit Facility [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amount drawn from revolving credit facility for funding of transaction | $ 16,000,000 | |||||||||
Other Noncurrent Liabilities [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | $ 9,500,000 | $ 31,100,000 | 9,500,000 | |||||||
Accounts Payable and Other Current Liabilities [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | 3,800,000 | $ 5,100,000 | 3,800,000 | |||||||
Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted-average amortization period | 23 years | |||||||||
Customer Relationships Intangibles [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted-average amortization period | 9 years | |||||||||
MJ Biz [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 142,200,000 | |||||||||
Business acquisition, initial cash payment | 118,200,000 | |||||||||
Intangible assets | 30,400,000 | |||||||||
Revenues | 0 | |||||||||
Net income | 0 | |||||||||
MJ Biz [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs incurred | $ 1,000,000 | |||||||||
MJ Biz [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 7,100,000 | |||||||||
Weighted-average amortization period | 10 years | |||||||||
Assumed residual value | $ 0 | |||||||||
MJ Biz [Member] | Customer Relationships Intangibles [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 23,300,000 | |||||||||
Weighted-average amortization period | 2 years | |||||||||
Assumed residual value | $ 0 | |||||||||
MJ Biz [Member] | Estimated Fair Value [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | 24,000,000 | |||||||||
Sue Bryce Education and The Portrait Masters [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 7,700,000 | |||||||||
Business acquisition, initial cash payment | 6,900,000 | |||||||||
Intangible assets | 4,900,000 | |||||||||
Revenues | 3,300,000 | |||||||||
Net income | 300,000 | |||||||||
Sue Bryce Education and The Portrait Masters [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs incurred | 100,000 | |||||||||
Sue Bryce Education and The Portrait Masters [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 300,000 | |||||||||
Weighted-average amortization period | 10 years | |||||||||
Assumed residual value | $ 0 | |||||||||
Sue Bryce Education and The Portrait Masters [Member] | Customer Relationships Intangibles [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 1,900,000 | |||||||||
Weighted-average amortization period | 3 years | |||||||||
Assumed residual value | $ 0 | |||||||||
Sue Bryce Education and The Portrait Masters [Member] | Content [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 1,500,000 | |||||||||
Weighted-average amortization period | 5 years | |||||||||
Assumed residual value | $ 0 | |||||||||
Sue Bryce Education and The Portrait Masters [Member] | Non-compete Agreements [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 1,200,000 | |||||||||
Weighted-average amortization period | 5 years | |||||||||
Assumed residual value | $ 0 | |||||||||
Sue Bryce Education and The Portrait Masters [Member] | Estimated Fair Value [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | $ 800,000 | 1,000,000 | ||||||||
PlumRiver Technologies [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | 46,400,000 | |||||||||
Business acquisition, initial cash payment | 30,000,000 | |||||||||
Contingent consideration on purchase price | 11,000,000 | 11,000,000 | ||||||||
Intangible assets | 19,900,000 | 19,900,000 | ||||||||
Revenues | 0 | |||||||||
Net income | 0 | |||||||||
Business acquisition, payment in common stock | 4,400,000 | |||||||||
Working capital adjustment | 1,100,000 | |||||||||
Business acquisition deferred payment consideration | $ 2,000,000 | $ 2,000,000 | ||||||||
Common stock, shares issued | 805,948 | 805,948 | ||||||||
PlumRiver Technologies [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | $ 2,000,000 | |||||||||
PlumRiver Technologies [Member] | Successful Onboarding of Qualified Customers [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | $ 2,000,000 | |||||||||
PlumRiver Technologies [Member] | Forecast [Member] | Other Noncurrent Liabilities [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | $ 7,000,000 | |||||||||
PlumRiver Technologies [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs incurred | 1,400,000 | |||||||||
PlumRiver Technologies [Member] | Estimated Fair Value [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | $ 10,000,000 | $ 10,000,000 | ||||||||
EDspaces [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 3,600,000 | |||||||||
Contingent consideration on purchase price | 400,000 | |||||||||
Intangible assets | $ 2,200,000 | 2,200,000 | ||||||||
Acquisition costs incurred | 0 | |||||||||
Revenues | 0 | |||||||||
Net income | $ 0 | |||||||||
Working capital adjustment | $ 1,000,000 | |||||||||
G3 Communications [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | 15,700,000 | |||||||||
Intangible assets | 4,000,000 | |||||||||
Revenues | $ 1,300,000 | |||||||||
Net income | $ 200,000 | |||||||||
Working capital adjustment | 1,400,000 | |||||||||
G3 Communications [Member] | Revolving Credit Facility [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amount drawn from revolving credit facility for funding of transaction | 5,000,000 | |||||||||
G3 Communications [Member] | Accounts Payable and Other Current Liabilities [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on purchase price | 4,300,000 | |||||||||
G3 Communications [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs incurred | $ 400,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the Fair Value of the Acquired Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Oct. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Nov. 01, 2019 |
Business Acquisition [Line Items] | |||||||
Goodwill, net | $ 514.2 | $ 400.7 | $ 404.3 | $ 404.3 | $ 980.3 | ||
MJ Biz [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Trade and other receivables | 0.6 | ||||||
Prepaid expenses | 0.1 | ||||||
Goodwill, net | 113.8 | ||||||
Intangible assets | 30.4 | ||||||
Deferred revenues | (1.3) | ||||||
Other current liabilities | (1.4) | ||||||
Purchase price, including working capitaladjustment | $ 142.2 | ||||||
Sue Bryce Education and The Portrait Masters [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill, net | $ 3.3 | ||||||
Intangible assets | 4.9 | ||||||
Deferred revenues | (0.5) | ||||||
Purchase price, including working capitaladjustment | $ 7.7 | ||||||
PlumRiver Technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Trade and other receivables | 1.9 | ||||||
Goodwill, net | 25.4 | ||||||
Intangible assets | 19.9 | ||||||
Accounts payable and other current liabilities | (0.3) | ||||||
Deferred revenues | (0.5) | ||||||
Purchase price, including working capitaladjustment | 46.4 | ||||||
EDspaces [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill, net | 2.1 | ||||||
Intangible assets | 2.2 | ||||||
Deferred revenues | (0.7) | ||||||
Purchase price, including working capitaladjustment | $ 3.6 | ||||||
G3 Communications [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Prepaid expenses | $ 0.3 | ||||||
Goodwill, net | 12.9 | ||||||
Intangible assets | 4 | ||||||
Deferred revenues | (1.5) | ||||||
Purchase price, including working capitaladjustment | $ 15.7 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Total pro-forma revenues | $ 173.3 | $ 146.7 | $ 382.4 |
Total pro-forma net loss | (72.7) | (646.3) | (71.6) |
MJ Biz [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma revenues | 26.9 | 3.3 | |
Total pro-forma net loss | 5.2 | (14.5) | |
All Other [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma revenues | 146.4 | 143.4 | 382.4 |
Total pro-forma net loss | $ (77.9) | $ (631.8) | $ (71.6) |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 9.6 | $ 9.6 |
Less: Accumulated depreciation | (5.9) | (5.7) |
Property and equipment, net | 3.7 | 3.9 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6.5 | 6.4 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3.1 | $ 3.2 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense related to property and equipment | $ 1.3 | $ 1.3 | $ 1.1 |
Losses on disposal of property and equipment | $ 0.5 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | $ 520.1 | $ 547 |
Accumulated amortization | (283.4) | (272) |
Net carrying amount | 236.7 | 275 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 54.2 | 65.9 |
Net carrying amount | 54.2 | 65.9 |
Customer Relationships Intangibles [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 355.8 | 369 |
Accumulated amortization | (259.6) | (253.4) |
Net carrying amount | 96.2 | 115.6 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 84.2 | 91.1 |
Accumulated amortization | (12.2) | (9.1) |
Net carrying amount | 72 | 82 |
Purchased Technology [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 6.2 | 6.2 |
Accumulated amortization | (0.9) | |
Net carrying amount | 5.3 | 6.2 |
Computer Software [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 13.8 | 12.3 |
Accumulated amortization | (10.7) | (9.5) |
Net carrying amount | 3.1 | 2.8 |
Capitalized Software in Progress [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 5.9 | 2.5 |
Net carrying amount | $ 5.9 | $ 2.5 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021USD ($)SegmentCustomerTradename | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Amortization expense | $ 46,200,000 | $ 47,300,000 | $ 51,000,000 | |||||||
Intangible asset impairments | 32,700,000 | 76,800,000 | 17,000,000 | |||||||
Impairments of finite-lived assets | $ 16,700,000 | $ 13,200,000 | 12,100,000 | |||||||
Number of customer relationship intangible asset impaired | Customer | 1 | |||||||||
Number of trade name intangible asset impaired | Tradename | 1 | |||||||||
Impairment charges of long-lived assets remaining of fair value | $ 0 | 2,200,000 | ||||||||
Impairment of indefinite-lived intangible assets | 32,700,000 | 76,800,000 | 17,000,000 | |||||||
Impairment charges of indefinite-lived intangible assets remaining of fair value | $ 10,000,000 | 10,000,000 | ||||||||
Number of reporting units | Segment | 1 | |||||||||
Goodwill impairments | $ 7,200,000 | 15,200,000 | $ 588,200,000 | 59,800,000 | $ 9,300,000 | 7,200,000 | 603,400,000 | 69,100,000 | ||
Goodwill | 514,200,000 | $ 404,300,000 | $ 980,300,000 | 514,200,000 | $ 404,300,000 | $ 980,300,000 | $ 400,700,000 | $ 404,300,000 | ||
Fair value of goodwill | 6,700,000 | |||||||||
Accumulated goodwill impairment charges | $ 679,700,000 | $ 679,700,000 | ||||||||
Headroom [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Fair value of goodwill | $ 90,400,000 | $ 62,700,000 | ||||||||
Maximum [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Estimated future net cash flows discounted rate | 0.00% | 50.00% | 20.00% | 10.00% | 0.00% | 50.00% | 10.00% | |||
Weighted average cost of capital discount rate | 13.50% | 11.50% | 14.50% | 10.50% | 13.50% | 11.50% | 10.50% | |||
Percentage of fair value of reporting unit exceeding carry value | 458.00% | 150.00% | ||||||||
Maximum [Member] | Headroom [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Percentage of fair value of reporting unit exceeding carry value | 5.00% | 5.00% | ||||||||
Minimum [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Estimated future net cash flows discounted rate | 3.50% | 5.00% | 5.00% | 5.00% | 3.50% | 5.00% | 5.00% | |||
Weighted average cost of capital discount rate | 12.00% | 10.90% | 12.90% | 8.80% | 12.00% | 10.90% | 8.80% | |||
Percentage of fair value of reporting unit exceeding carry value | 0.00% | 0.00% | ||||||||
Commerce [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairment of long-lived assets | $ 21,700,000 | $ 0 | ||||||||
Goodwill impairments | $ 7,200,000 | 367,500,000 | 41,900,000 | |||||||
Goodwill | $ 337,500,000 | $ 230,900,000 | $ 598,400,000 | 337,500,000 | 230,900,000 | 598,400,000 | ||||
Design and Technology [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairment of long-lived assets | 7,200,000 | 4,300,000 | ||||||||
Goodwill impairments | 205,700,000 | 24,000,000 | ||||||||
Goodwill | 133,700,000 | 133,700,000 | 337,300,000 | 133,700,000 | 133,700,000 | 337,300,000 | ||||
All Other [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Goodwill impairments | 30,200,000 | 3,200,000 | ||||||||
Goodwill | 43,000,000 | 39,700,000 | $ 44,600,000 | 43,000,000 | 39,700,000 | 44,600,000 | ||||
Trade Names [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairments of finite-lived assets | 12,600,000 | |||||||||
Customer Relationships Intangibles [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairments of finite-lived assets | 8,400,000 | 15,900,000 | 8,700,000 | |||||||
Trade Names and Customer Relationship Intangible Assets [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairments of finite-lived assets | 29,900,000 | |||||||||
Trade Names and Customer Relationship Intangible Assets [Member] | Commerce [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairments of finite-lived assets | 21,000,000 | |||||||||
Trade Names [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Intangible asset impairments | 24,300,000 | 60,900,000 | 8,300,000 | |||||||
Impairment of indefinite-lived intangible assets | $ 11,700,000 | $ 600,000 | $ 46,200,000 | 46,800,000 | 4,900,000 | |||||
Impairment charges of indefinite-lived intangible assets remaining of fair value | $ 24,700,000 | $ 1,000,000 | ||||||||
Trade Names [Member] | Commerce [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairment of indefinite-lived intangible assets | 9,100,000 | 24,100,000 | 700,000 | |||||||
Trade Names [Member] | Design and Technology [Member] | ||||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||||||
Impairment of indefinite-lived intangible assets | $ 2,600,000 | $ 17,600,000 | $ 3,600,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 52.2 |
2023 | 34.9 |
2024 | 17 |
2025 | 12.5 |
2026 | 9.3 |
Thereafter | 50.7 |
Estimated future amortization expense | $ 176.6 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||||||
Goodwill, balance | $ 980.3 | $ 404.3 | $ 980.3 | |||||
Acquired goodwill | 117.1 | 27.4 | ||||||
Impairments | $ (7.2) | $ (15.2) | (588.2) | $ (59.8) | $ (9.3) | (7.2) | (603.4) | $ (69.1) |
Goodwill, balance | 514.2 | 404.3 | 980.3 | 514.2 | 404.3 | 980.3 | ||
Commerce [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, balance | 598.4 | 230.9 | 598.4 | |||||
Acquired goodwill | 113.8 | |||||||
Impairments | (7.2) | (367.5) | (41.9) | |||||
Goodwill, balance | 337.5 | 230.9 | 598.4 | 337.5 | 230.9 | 598.4 | ||
Design and Technology [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, balance | 337.3 | 133.7 | 337.3 | |||||
Acquired goodwill | 2.1 | |||||||
Impairments | (205.7) | (24) | ||||||
Goodwill, balance | 133.7 | 133.7 | 337.3 | 133.7 | 133.7 | 337.3 | ||
All Other [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill, balance | $ 44.6 | 39.7 | 44.6 | |||||
Acquired goodwill | 3.3 | 25.3 | ||||||
Impairments | (30.2) | (3.2) | ||||||
Goodwill, balance | $ 43 | $ 39.7 | $ 44.6 | $ 43 | $ 39.7 | $ 44.6 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | May 22, 2017 |
Debt Instrument [Line Items] | |||
Less: Current maturities | $ 5.7 | $ 5.7 | |
Long-term debt, net of current maturities, debt discount and deferred financing fees | 510.9 | 515.3 | |
Amended and Restated Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan Facility | $ 516.6 | $ 521 | $ 565 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | |
LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.75% | ||
Amended and Restated Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.59% | 2.65% | |
Maturity year | 2024 | 2024 | |
Unamortized discount | $ 1.4 | $ 2 | |
Unamortized deferred financing fees | $ 1.7 | $ 2.4 | |
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread | 2.50% | 2.50% |
Debt - Amended and Restated Sen
Debt - Amended and Restated Senior Secured Credit Facilities - Additional Information (Detail) - USD ($) | Aug. 06, 2020 | Feb. 14, 2020 | Jan. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 25, 2021 | May 22, 2017 |
LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 2.75% | ||||||
ABR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 1.75% | ||||||
Amended and Restated Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Secured debt | $ 516,600,000 | $ 521,000,000 | $ 565,000,000 | ||||
Applicable margin | 2.59% | 2.65% | |||||
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | 2.50% | |||||
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] | |||||||
Secured debt | $ 110,000,000 | $ 150,000,000 | |||||
Net leverage ratio | 250.00% | ||||||
Amended and Restated Revolving Credit Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 2.75% | 2.25% | |||||
Amended and Restated Revolving Credit Facility [Member] | ABR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 1.75% | 1.25% | |||||
Senior Secured Term Loan [Member] | Amended and Restated Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Secured debt | $ 565,000,000 | ||||||
Secured debt maturity period | 7 years | ||||||
Security debt maturity date | May 22, 2024 | ||||||
Net Leverage Ratio lower than 2.75 [Member] | Amended and Restated Senior Secured Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Decrease in applicable margin | 0.25% | ||||||
Net leverage ratio | 275.00% | ||||||
Net Leverage Ratio is Less Than 2.50 [Member] | Amended and Restated Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Decrease in applicable margin | 0.25% | ||||||
Net leverage ratio | 250.00% | 250.00% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility - Additional Information (Detail) - USD ($) | Jun. 25, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | Jan. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | May 22, 2017 |
Debt Instrument [Line Items] | ||||||||
Dividends and distributions | $ 5,400,000 | $ 21,300,000 | ||||||
LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 2.75% | |||||||
ABR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 1.75% | |||||||
Amended and Restated Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
First lean ratio | 2.33% | 2.33% | ||||||
Revolving commitments extended maturity period | 18 months | |||||||
Revolving commitments extended maturity period | Nov. 23, 2023 | |||||||
Secured debt | $ 110,000,000 | $ 150,000,000 | ||||||
Maximum amount of unrestricted cash permitted to borrow new revolving loans | $ 40,000,000 | |||||||
Percentage of dividends and distributions on cumulative amount of consolidated EBITDA | 35.00% | |||||||
Maximum dividends declared in any one fiscal year | $ 20,000,000 | |||||||
Borrowings outstanding | $ 0 | $ 0 | $ 0 | |||||
Net leverage ratio | 250.00% | |||||||
Additional borrowing capacity | 109,000,000 | |||||||
Letters of credit outstanding amount | 1,000,000 | |||||||
Amended and Restated Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 2.25% | 2.75% | 2.25% | |||||
Amended and Restated Revolving Credit Facility [Member] | ABR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin | 1.25% | 1.75% | 1.25% | |||||
Amended and Restated Revolving Credit Facility [Member] | Net Leverage Ratio is Less Than 2.50 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio | 250.00% | 250.00% | ||||||
Amended and Restated Revolving Credit Facility and Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stand-by letters of credit | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||
Maximum [Member] | Amended and Restated Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unutilized commitments fee percentage | 0.50% | |||||||
Dividends and distributions | $ 40,000,000 | |||||||
Letters of credit outstanding amount | $ 10,000,000 | |||||||
Minimum [Member] | Amended and Restated Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unutilized commitments fee percentage | 0.375% |
Debt - Payments and Commitment
Debt - Payments and Commitment Reductions - Additional Information (Detail) - USD ($) | May 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Amended and Restated Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Term loan facility, frequency of payments | The Amended and Restated Term Loan Facility requires repayment in equal quarterly installments | ||
Quarterly installment percentage of principal amount outstanding | 0.25% | ||
Term loan facility, principal amount outstanding | $ 565,000,000 | $ 516,600,000 | $ 521,000,000 |
Term loan facility, installment payment commencement date | Sep. 29, 2017 | ||
Percentage of prepayment on excess cash flow | 50.00% | ||
Percentage of excess cash flow, leverage based threshold step down one | 25.00% | ||
Percentage of excess cash flow, leverage based threshold step down two | 0.00% | ||
Percentage of prepayment on net cash proceeds from asset sales and casualty events | 100.00% | ||
Amended and Restated Senior Secured Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
EEH voluntary repayments on borrowings | $ 0 | $ 0 |
Debt - Guarantees; Collateral;
Debt - Guarantees; Collateral; Covenants; Events of Default - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Proceeds from borrowings | $ 95,000,000 | $ 16,000,000 | |
Repayment of line of credit | 105,000,000 | 46,000,000 | |
Amended and Restated Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding amount | $ 1,000,000 | ||
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35.00% | ||
Proceeds from borrowings | $ 0 | 95,000,000 | |
Repayment of line of credit | 0 | $ 105,000,000 | |
Amended and Restated Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding amount | $ 10,000,000 | ||
Amended and Restated Revolving Credit Facility [Member] | First Lien [Member] | |||
Debt Instrument [Line Items] | |||
Secured leverage ratio | 550.00% | ||
Amended and Restated Senior Secured Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Description of events of default | Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities through December 31, 2021. | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from borrowings | 16,000,000 | ||
Repayment of line of credit | $ 46,000,000 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 1.5 | $ 1.5 | $ 1.4 |
Interest expense, total | 15.8 | 20.6 | 30.3 |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on senior secured term loan and senior notes | 13.7 | 17.6 | 27.2 |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility interest and commitment fees | $ 0.6 | $ 1.5 | $ 1.7 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 12 months | ||
Lessee, operating lease, existence of option to extend | true | ||
Lease renewal term, operating lease | 5 years | ||
Lessee, operating lease, existence of option to terminate | true | ||
Weighted-average remaining lease term | 3 years 9 months 18 days | 5 years 3 months 18 days | |
Rent expense | $ 5.2 | $ 4.2 | $ 4.4 |
Variable lease costs | $ 0.2 | 0.2 | 0.2 |
Weighted-average discount rate | 5.20% | ||
Cost Of Revenues [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 1.2 | 1.2 | 1.2 |
Selling, General and Administrative Expenses [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 4 | $ 3 | $ 3.2 |
Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 2 years | ||
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 6 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Right-of-Use Lease Liabilities (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 4.7 |
2023 | 4.7 |
2024 | 3.7 |
2025 | 3.1 |
2026 | 3 |
Thereafter | 1 |
Minimum lease payments | 20.2 |
Less: Imputed interest | (2.2) |
Present value of minimum lease payments | $ 18 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Cash paid reported as operating activities on the consolidated statements of cash flows | $ 4.1 | $ 4.1 | $ 4 |
Right-of-use lease assets obtained in exchange for new right-of-use lease liabilities | $ 3.4 | $ 1.5 | $ 1.9 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Total assets at fair value | $ 231.2 | $ 295.3 |
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 36.2 | 13.3 |
Total liabilities at fair value | 36.6 | 13.7 |
Cash And Cash Equivalents [Member] | ||
Assets | ||
Cash and cash equivalents | 21.5 | 4.2 |
Money Market Mutual Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 209.7 | 291.1 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Total assets at fair value | 231.2 | 295.3 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 36.2 | 13.3 |
Total liabilities at fair value | 36.6 | 13.7 |
Fair Value Measurements Recurring [Member] | Cash And Cash Equivalents [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 21.5 | 4.2 |
Fair Value Measurements Recurring [Member] | Money Market Mutual Funds [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 209.7 | $ 291.1 |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 36.2 | $ 13.3 |
Accounts Payable and Other Current Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | 5.1 | 3.8 |
Other Noncurrent Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 31.1 | $ 9.5 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | $ 36.2 | $ 13.3 | |
Market-based share awards liability | 0.4 | 0.4 | |
Selling, General and Administrative Expenses [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business combination increase (decrease) in fair value of contingent consideration liability | 2.3 | (1.5) | |
Market-based share awards liability | 0.4 | 0.4 | |
MJ Biz [Member] | Estimated Fair Value [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 24 | ||
Plum River [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 5.7 | 10 | |
Contingent consideration liability related to achievement of technological functionality milestone | 2 | ||
Contingent consideration liability related to successful onboarding of qualified customers | 2 | ||
Sue Bryce, EDspaces and G3 Acquisitions [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 6.5 | $ 3.2 | |
Expected to be Settled in 2022 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 5.1 | ||
Expected to be Settled in 2022 [Member] | Sue Bryce, EDspaces and G3 Acquisitions [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 5.1 | ||
Expected to be Settled in 2023 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 30.7 | ||
Expected to be Settled in 2023 [Member] | Sue Bryce, EDspaces and G3 Acquisitions [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 1 | ||
Expected to be Settled in 2024 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | 0.4 | ||
Expected to be Settled in 2024 [Member] | Sue Bryce, EDspaces and G3 Acquisitions [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration on purchase price | $ 0.4 | ||
Achievement Of Revenue Targets | MJ Biz [Member] | Forecast [Member] | Monte Carlo Simulation [Member] | Fair Value Measurements Recurring [Member] | Estimated Fair Value [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration liability, measurement with unobservable inputs reconciliation, recurring basis | $ 24 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued | 42,000 | 46,000 | 537,000 |
Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 67.20% | ||
Accumulated accreting return rate per annum | 7.00% | ||
Common stock converted basis percentage | 86.10% | ||
Onex Corporation [Member] | Redeemable Convertible Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued | 69,718,919 | ||
Onex Corporation [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued | 170,056,580 | ||
ASM Global [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 100,000 | $ 0 | |
ASM Global [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for catering services | $ 600,000 | $ 0 | $ 600,000 |
Stockholder's Equity (Deficit_3
Stockholder's Equity (Deficit) and Redeemable Convertible Preferred Stock - Additional Information (Detail) | Aug. 13, 2020USD ($)shares | Jul. 24, 2020USD ($)shares | Jun. 29, 2020USD ($) | Jun. 10, 2020$ / sharesshares | Oct. 31, 2020USD ($) | Dec. 31, 2021USD ($)BoardMember$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Jul. 31, 2019USD ($) | Nov. 20, 2018USD ($) |
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Conversion of preferred stock, period | 3 years | |||||||||
Cash dividend paid | $ 0 | $ 5,400,000 | $ 21,300,000 | |||||||
Repurchase of common stock | 12,400,000 | 900,000 | 8,300,000 | |||||||
October 2020 Share Repurchase Program [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Stock repurchase program, authorized amount | 20,000,000 | |||||||||
Repurchase of common stock | $ 12,400,000 | $ 800,000 | ||||||||
Repurchase of common stock, shares | shares | 2,498,118 | 203,837 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 6,800,000 | |||||||||
July 2019 Share Repurchase Program [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 30,000,000 | |||||||||
Repurchase of common stock | $ 100,000 | $ 7,700,000 | ||||||||
Repurchase of common stock, shares | shares | 14,988 | 810,120 | ||||||||
November 2018 Share Repurchase Program [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | |||||||||
Repurchase of common stock | $ 600,000 | |||||||||
Repurchase of common stock, shares | shares | 43,437 | |||||||||
Maximum [Member] | October 2020 Share Repurchase Program [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Repurchase of common stock | $ 20,000,000 | |||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
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% | |||||||||
Dividends payable to common stock | $ 0 | |||||||||
Redeemable Convertible Preferred Stock [Member] | After Six-Year Anniversary Thereof [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Percentage of accreted liquidation preference | 105.00% | |||||||||
Redeemable Convertible Preferred Stock [Member] | After Seven-Year Anniversary Thereof [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Percentage of accreted liquidation preference | 103.00% | |||||||||
Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Percentage of trading price per share of common stock after third anniversary | 175.00% | |||||||||
Threshold purchase price for acquisition or disposition of assets | $ 100,000,000 | |||||||||
Redeemable Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Number of board members to be appointed by holders of preferred stock | BoardMember | 5 | |||||||||
Initial Private Placement [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity And 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 | |||||||||
Redeemable convertible preferred stock conversion | shares | 1.59 | |||||||||
Initial conversion price per share | $ / shares | $ 3.52 | |||||||||
Preferred stock, accretion of deemed dividend | $ 35,600,000 | $ 15,600,000 | ||||||||
Preferred stock accretion rate per annum | 7.00% | |||||||||
Preferred stock, accretion | $ 29,800,000 | 14,100,000 | ||||||||
Preferred stock, aggregate liquidation preference | $ 444,100,000 | $ 414,400,000 | ||||||||
Rights Offering [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||
Shares issued | shares | 22,660,587 | 1,727,427 | ||||||||
Proceeds from issuance of preferred stock | $ 121,300,000 | $ 9,700,000 | ||||||||
Fees and estimated expenses | $ 5,600,000 |
Stockholder's Equity (Deficit_4
Stockholder's Equity (Deficit) and Redeemable Convertible Preferred Stock - Summary of Dividends Paid (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders Equity [Line Items] | ||||||||
Cash dividend paid | $ 0 | $ 5,400,000 | $ 21,300,000 | |||||
Director [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Dividend declared on | Feb. 7, 2020 | Oct. 31, 2019 | Jul. 30, 2019 | Apr. 30, 2019 | Feb. 5, 2019 | |||
Stockholders of record on | Feb. 21, 2020 | Nov. 14, 2019 | Aug. 13, 2019 | May 14, 2019 | Feb. 19, 2019 | |||
Dividend paid on | Mar. 6, 2020 | Nov. 27, 2019 | Aug. 27, 2019 | May 28, 2019 | Mar. 5, 2019 | |||
Dividend per share | $ 0.0750 | $ 0.0750 | $ 0.0750 | $ 0.0750 | $ 0.0725 | |||
Cash dividend paid | $ 5,400,000 | $ 5,300,000 | $ 5,400,000 | $ 5,400,000 | $ 5,200,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jan. 31, 2019USD ($)hshares | Jan. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2021USD ($)TrancheAward$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Apr. 30, 2017shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period of option grants | 10 years | ||||||
Stock options granted | shares | 11,969,828 | 0 | |||||
Liability for awards | $ 400,000 | $ 400,000 | |||||
Stock Options [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 6,400,000 | 1,800,000 | $ 3,400,000 | ||||
Number of stock options vested and exercisable | shares | 2,602,368 | ||||||
Deferred tax benefit for stock-based compensation | $ 1,500,000 | 1,600,000 | 1,700,000 | ||||
Aggregate weighted average grant date fair value of stock options vested | 1,800,000 | 3,000,000 | 2,700,000 | ||||
Unrecognized stock-based compensation expense | $ 11,200,000 | ||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 3 years 2 months 12 days | ||||||
Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 4,000,000 | $ 5,400,000 | 3,700,000 | ||||
Unrecognized stock-based compensation expense | $ 4,700,000 | ||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 6 months | ||||||
Estimated shares of common stock granted | shares | 631,000 | 1,143,000 | |||||
Weighted-average grant date fair value | $ / shares | $ 5.14 | $ 8.53 | |||||
Estimated shares of common stock forfeited | shares | 169,000 | 233,000 | |||||
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | $ 5.14 | $ 8.53 | |||||
Market-based Share Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0 | $ 500,000 | 600,000 | ||||
Employee right to receive restricted stock equal to maximum price | $ 4,900,000 | $ 16,900,000 | $ 9,800,000 | ||||
Estimated weighted average conversion threshold | $ / shares | $ 21.09 | $ 21.08 | |||||
Estimated shares of common stock issue upon conversion | shares | 45,718 | 78,041 | |||||
Estimated shares of common stock granted | shares | 45,718 | 78,041 | |||||
Weighted-average grant date fair value | $ / shares | $ 24.53 | $ 24.77 | |||||
Increase in maximum value of share award in aggregate | 18,900,000 | ||||||
Maximum price | $ 14,000,000 | ||||||
Estimated shares of common stock forfeited | shares | 157,677 | ||||||
Employee right to receive restricted stock equal to maximum cash price | $ 4,900,000 | ||||||
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | $ 24.53 | $ 24.77 | |||||
Number of tranches | Tranche | 4 | ||||||
Number of specified award values and specified stock price targets | Award | 4 | ||||||
Contractual team | 10 years | ||||||
Liability for awards | $ 400,000 | $ 400,000 | |||||
Fair value at grant date | 1,900,000 | ||||||
Fair value of awards | $ 700,000 | 2,000,000 | |||||
Weighted-average remaining service period | 1 year 7 months 6 days | ||||||
Weighted-average expected term | 3 years 8 months 12 days | ||||||
Minimum [Member] | Market-based Share Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation target price per share | $ / shares | $ 18 | ||||||
Maximum [Member] | Market-based Share Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation target price per share | $ / shares | $ 24 | ||||||
2013 Stock Option Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period of option grants | 5 years | ||||||
Option grants contractual term | 10 years | ||||||
2013 Stock Option Plan [Member] | Year One [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Option vesting percentage | 20.00% | ||||||
2013 Stock Option Plan [Member] | Year Two [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Option vesting percentage | 20.00% | ||||||
2013 Stock Option Plan [Member] | Year Three [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Option vesting percentage | 20.00% | ||||||
2013 Stock Option Plan [Member] | Year Four [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Option vesting percentage | 20.00% | ||||||
2013 Stock Option Plan [Member] | Year Five [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Option vesting percentage | 20.00% | ||||||
2017 Omnibus Equity Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period of option grants | 4 years | ||||||
Common stock, reserved for issuance | shares | 5,000,000 | ||||||
Increase in number of shares of common stock reserved for issuance | shares | 13,000,000 | ||||||
Common stock, available for grant | shares | 2,789,118 | ||||||
2017 Omnibus Equity Plan [Member] | Minimum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period of option grants | 3 years | ||||||
2019 Employee Stock Purchase Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, reserved for issuance | shares | 500,000 | ||||||
Percentage of discount received | 10 | ||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | ||||
Stock issued during period, shares | shares | 78,287,000 | ||||||
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 - Fair
Stock-Based Compensation - Fair Value of Stock Options Estimated on Grant Date Using Assumptions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0.00% | |
Black-Scholes Option Pricing Model [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average fair value at grant date | $ 1.47 | $ 2.36 |
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, minimum | 29.00% | 21.70% |
Dividend yield | 2.20% | |
Risk-free interest rate, minimum | 1.45% | 1.90% |
Expected term (in years) | 5 years 6 months | 6 years 6 months |
Black-Scholes Option Pricing Model [Member] | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, maximum | 38.40% | 23.20% |
Dividend yield | 2.30% | |
Risk-free interest rate, maximum | 1.47% | 2.50% |
Expected term (in years) | 7 years 6 months | 7 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Options Outstanding, Beginning Balance | 3,978,000 | 7,151,000 | |
Number of Options, Granted | 11,969,828 | 0 | |
Number of Options, Exercised | (9,000) | ||
Number of Options, Forfeited | (1,545,000) | (3,163,000) | |
Number of Options Outstanding, Ending Balance | 14,403,000 | 3,978,000 | 7,151,000 |
Number of Options, Exercisable | 2,602,000 | ||
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 13.68 | $ 12.74 | |
Weighted-Average Exercise Price per Option, Granted | 6.36 | ||
Weighted-Average Exercise Price per Option, Exercised | 8 | ||
Weighted-Average Exercise Price per Option, Forfeited | 9.01 | 11.57 | |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 8.10 | $ 13.68 | $ 12.74 |
Weighted-Average Exercise Price per Option, Exercisable | $ 14.13 | ||
Weighted-Average Remaining Contractual Term, Outstanding Balance | 8 years 1 month 6 days | 4 years 8 months 12 days | 4 years 4 months 24 days |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 1 month 6 days | ||
Aggregate Intrinsic Value, Outstanding Balance | $ 5.8 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 14,403,000 |
$4.06 - $8.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 11,853,000 |
Weighted Average Remaining Contractual Life (years) | 8 years 7 months 9 days |
$4.06 - $8.00 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 4.06 |
$4.06 - $8.00 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 8 |
$4.06 - $8.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 1,093,000 |
Weighted Average Remaining Contractual Life (years) | 5 years |
$4.06 - $8.00 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 10.40 |
$4.06 - $8.00 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 15.60 |
$16.00 - $24.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 1,457,000 |
Weighted Average Remaining Contractual Life (years) | 5 years 4 months 13 days |
$16.00 - $24.00 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 16 |
$16.00 - $24.00 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 24 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of RSUs Unvested, Beginning Balance | 1,303 | 668 |
Number of RSUs, Granted | 631 | 1,143 |
Number of RSUs, Forfeited | (169) | (233) |
Number of RSUs, Vested | (407) | (274) |
Number of RSUs Unvested, Ending Balance | 1,358 | 1,303 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ 10.31 | $ 15 |
Weighted Average Grant Date Fair Value per Share, Granted | 5.14 | 8.53 |
Weighted Average Grant Date Fair Value per Share, Forfeited | 8.36 | 10.31 |
Weighted Average Grant Date Fair Value per Share, Vested | 10.38 | 11.76 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ 8.13 | $ 10.31 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Weighted Average Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding (Detail) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0.00% | |
Market-based Share Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 41.70% | 55.00% |
Dividend yield | 1.10% | |
Risk-free interest rate | 1.30% | 1.50% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - Redeemable Convertible Preferred Stock [Member] | Dec. 31, 2021shares |
Earnings Per Share [Line Items] | |
Preferred stock, shares outstanding | 71,442,407 |
Convertible preferred stock, converted to common stock | 126,175,172 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Loss Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss and comprehensive loss attributable to Emerald Holding, Inc. | $ (78.1) | $ (633.6) | $ (50) |
Accretion to redemption value of redeemable convertible preferred stock | (35.6) | (15.6) | |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (113.7) | $ (649.2) | $ (50) |
Weighted average common shares outstanding | 71,309 | 71,431 | 71,719 |
Basic loss per share | $ (1.59) | $ (9.09) | $ (0.70) |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (113.7) | $ (649.2) | $ (50) |
Diluted weighted average common shares outstanding | 71,309 | 71,431 | 71,719 |
Diluted loss per share | $ (1.59) | $ (9.09) | $ (0.70) |
Anti-dilutive shares excluded from diluted earnings per share calculation | 15,023 | 5,196 | 4,996 |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 50.00% | ||
Compensation expense for employer matching contribution | $ 1.3 | $ 0.2 | $ 1.1 |
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage of eligible plan participant's compensation for contribution period | 6.00% |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Income Tax Provision (Benefit) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ (1.4) | $ 0.3 | $ 7.8 |
State and local | 0.2 | 0.2 | 2.6 |
Foreign | 0.3 | ||
Total current provision for income taxes | (0.9) | 0.5 | 10.4 |
Deferred | |||
Federal | (0.2) | (44.6) | (11.1) |
State and local | (0.2) | (13.5) | (4.3) |
Total deferred provision for income taxes | (0.4) | (58.1) | (15.4) |
Total benefit from income taxes | $ (1.3) | $ (57.6) | $ (5) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Reconciliation (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ (79.4) | $ (691.2) | $ (55) |
U.S. statutory tax rate | 21.00% | 21.00% | 21.00% |
Taxes at the U.S. statutory rate | $ (16.7) | $ (145.2) | $ (11.5) |
Tax effected differences | |||
State and local taxes, net of federal benefit | (3.2) | (13) | (0.8) |
Share-based payments | 0.6 | 0.5 | 0.3 |
Nondeductible goodwill impairment | 0.9 | 76.6 | 7.2 |
Change in valuation allowance | 18.3 | (0.1) | (0.1) |
Return to provision adjustments | 0.1 | 25.6 | |
Change in tax rates | (0.4) | (2.3) | (0.6) |
Change in uncertain tax positions | (1.3) | ||
Nondeductible expenses | 0.3 | 0.3 | 0.4 |
Other, net | 0.1 | 0.1 | |
Total benefit from income taxes | $ (1.3) | $ (57.6) | $ (5) |
Income Taxes - Summary of Book
Income Taxes - Summary of Book Value and Tax Basis of Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 6.1 | $ 0.2 |
Deferred compensation | 2.8 | 1.8 |
Stock-based compensation | 8.4 | 6.9 |
Fixed asset depreciation | (0.1) | |
Lease liabilities | 4.6 | 4.5 |
Accrued expenses | 1.2 | 0.6 |
Goodwill and intangible assets | 21.9 | 13.2 |
Section 163(j) interest carryover | 0.4 | |
Other assets | 1 | 0.8 |
Deferred tax assets | 46.4 | 27.9 |
Valuation allowance | (44.1) | (25.8) |
Net deferred tax assets | 2.3 | 2.1 |
Deferred tax liabilities | ||
Right-of-use lease assets | (3.8) | (4) |
Deferred tax liabilities, net | $ (1.5) | $ (1.9) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance | $ 44,100,000 | $ 25,800,000 |
Income tax credit carryforwards | $ 0 | 0 |
Tax examinations, description | The Company’s federal tax returns for 2018 through 2021 years remain open for examination by the IRS. In most cases, the Company’s state tax returns for 2018 through 2021 remain open and are subject to income tax examinations by state taxing authorities. | |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 19,300,000 | 2,700,000 |
Operating loss carryforwards expiration period | 2022 | |
State and Local Jurisdiction | Earliest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2018 | |
State and Local Jurisdiction | Latest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2021 | |
Federal [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 23,600,000 | $ 0 |
Operating loss indefinite carryforwards period | 2021 | |
Federal [Member] | Earliest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2018 | |
Federal [Member] | Latest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2021 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits, beginning of period | $ 1.1 | $ 1.7 |
Decreases related to prior year tax positions | $ (1.1) | (1.7) |
Increases related to current year tax provisions | 1.1 | |
Gross unrecognized tax benefits, end of period | $ 1.1 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Annual Payments for Operating Leases and Other Contractual Obligations (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating leases, 2022 | $ 4.7 |
Operating leases, 2023 | 4.7 |
Operating leases, 2024 | 3.7 |
Operating leases, 2025 | 3.1 |
Operating leases, 2026 | 3 |
Operating leases, There-after | 1 |
Minimum lease payments | 20.2 |
Other contractual obligations, 2022 | 44.3 |
Other contractual obligations, 2023 | 23.9 |
Other contractual obligations, 2024 | 9.3 |
Other contractual obligations, 2025 | 3.4 |
Other contractual obligations, 2026 | 0.6 |
Other contractual obligations, total | 81.5 |
Purchase obligations, 2022 | 49 |
Purchase obligations, 2023 | 28.6 |
Purchase obligations, 2024 | 13 |
Purchase obligations, 2025 | 6.5 |
Purchase obligations, 2026 | 3.6 |
Purchase obligations, There-after | 1 |
Purchase obligations, total | $ 101.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rent expense incurred under operating leases | $ 5.2 | $ 4.2 | $ 4.4 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued personnel costs | $ 16 | $ 12.7 |
Accrued event costs | 9.5 | 7.3 |
Contingent consideration | 5.1 | 3.7 |
Other current liabilities | 9.2 | 3.6 |
Trade payables | 12 | 3.8 |
Total accounts payable and other current liabilities | $ 51.8 | $ 31.1 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021SegmentBrandPortfolio | |
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 |
New Chief Operating Decision Maker [Member] | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 6 |
Number of executive brand portfolios | BrandPortfolio | 6 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||||||
Revenues | $ 145.5 | $ 127.4 | $ 360.9 | |||||
Other Income | ||||||||
Other income | 77.4 | 107 | 6.1 | |||||
Adjusted EBITDA | ||||||||
Subtotal adjusted EBITDA | 94.6 | 112.8 | 169.1 | |||||
General corporate expenses | (48.9) | (40.9) | (41.3) | |||||
Interest expense | (15.8) | (20.6) | (30.3) | |||||
Goodwill impairments | $ (7.2) | $ (15.2) | $ (588.2) | $ (59.8) | $ (9.3) | (7.2) | (603.4) | (69.1) |
Intangible asset impairments | (32.7) | (76.8) | (17) | |||||
Depreciation and amortization | (47.6) | (48.6) | (52) | |||||
Stock-based compensation | (10.4) | (6.7) | (7.7) | |||||
Deferred revenue adjustment | (2) | (0.3) | ||||||
Other | (9.4) | (7) | (6.4) | |||||
Loss before income taxes | (79.4) | (691.2) | (55) | |||||
Commerce [Member] | ||||||||
Revenues | ||||||||
Revenues | 57.3 | 56.9 | 184.7 | |||||
Other Income | ||||||||
Other income | 59.3 | 70.3 | 6.1 | |||||
Adjusted EBITDA | ||||||||
Subtotal adjusted EBITDA | 73.6 | 74.8 | 104.2 | |||||
Goodwill impairments | (7.2) | (367.5) | (41.9) | |||||
Design and Technology [Member] | ||||||||
Revenues | ||||||||
Revenues | 55.4 | 51.2 | 139.9 | |||||
Other Income | ||||||||
Other income | 12.3 | 32.5 | ||||||
Adjusted EBITDA | ||||||||
Subtotal adjusted EBITDA | 18.5 | 35.1 | 55.7 | |||||
Goodwill impairments | (205.7) | (24) | ||||||
All Other [Member] | ||||||||
Revenues | ||||||||
Revenues | 32.8 | 19.3 | 36.3 | |||||
Other Income | ||||||||
Other income | 5.8 | 4.2 | ||||||
Adjusted EBITDA | ||||||||
Subtotal adjusted EBITDA | $ 2.5 | 2.9 | 9.2 | |||||
Goodwill impairments | $ (30.2) | $ (3.2) |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | ||||
Interim payment related to 2021 event cancellation insurance claim | $ 77.4 | $ 107 | $ 6.1 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Interim payment related to 2021 event cancellation insurance claim | $ 20 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||||
Total current assets | $ 290.1 | $ 352.3 | ||
Noncurrent assets | ||||
Total assets | 1,062.4 | 1,054.4 | ||
Current liabilities | ||||
Total current liabilities | 190.1 | 115.6 | ||
Noncurrent liabilities | ||||
Total liabilities | 747.9 | 659.9 | ||
Stockholders' deficit | ||||
Common stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 800,000; 70,026 and 72,195 shares issued and outstanding at December 31, 2021 and 2020, respectively | 0.7 | 0.7 | ||
Additional paid-in capital | 653.2 | 690.7 | ||
Accumulated deficit | (773.3) | (695.2) | ||
Total stockholders’ deficit | (119.4) | (3.8) | $ 640.2 | $ 708.3 |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,062.4 | 1,054.4 | ||
7% Series A Convertible Participating Preferred Stock [Member] | ||||
Redeemable convertible preferred stock | ||||
7% Series A Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 80,000; 71,442 and 71,445 shares issued and outstanding; aggregate liquidation preference $444.1 million and $414.4 million at December 31, 2021 and 2020, respectively | 433.9 | 398.3 | ||
Parent Company [Member] | ||||
Noncurrent assets | ||||
Investment in subsidiaries | 314.5 | 394.5 | ||
Total assets | 314.5 | 394.5 | ||
Stockholders' deficit | ||||
Common stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 800,000; 70,026 and 72,195 shares issued and outstanding at December 31, 2021 and 2020, respectively | 0.7 | 0.7 | ||
Additional paid-in capital | 653.2 | 690.7 | ||
Accumulated deficit | (773.3) | (695.2) | ||
Total stockholders’ deficit | (119.4) | (3.8) | ||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 314.5 | 394.5 | ||
Parent Company [Member] | 7% Series A Convertible Participating Preferred Stock [Member] | ||||
Redeemable convertible preferred stock | ||||
7% Series A Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2021 and 2020: 80,000; 71,442 and 71,445 shares issued and outstanding; aggregate liquidation preference $444.1 million and $414.4 million at December 31, 2021 and 2020, respectively | $ 433.9 | $ 398.3 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Parenthetical) (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements Captions [Line Items] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 70,026,000 | 72,195,000 |
Common stock, shares outstanding | 70,026,000 | 72,195,000 |
7% Series A Convertible Participating Preferred Stock [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 80,000,000 | 80,000,000 |
Temporary equity, shares issued | 71,442,000 | 71,445,000 |
Temporary equity, shares outstanding | 71,442,000 | 71,445,000 |
Temporary equity, liquidation preference | $ 444.1 | $ 414.4 |
Parent Company [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 70,026,000 | 72,195,000 |
Common stock, shares outstanding | 70,026,000 | 72,195,000 |
Parent Company [Member] | 7% Series A Convertible Participating Preferred Stock [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 80,000,000 | 80,000,000 |
Temporary equity, shares issued | 71,442,000 | 71,445,000 |
Temporary equity, shares outstanding | 71,442,000 | 71,445,000 |
Temporary equity, liquidation preference | $ 444.1 | $ 414.4 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant Condensed Statements of Loss and Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements Captions [Line Items] | ||||||||
Revenues | $ 145.5 | $ 127.4 | $ 360.9 | |||||
Selling, general and administrative expense | 143 | 118.6 | 133.4 | |||||
Depreciation and amortization expense | 47.6 | 48.6 | 52 | |||||
Goodwill impairments | $ 7.2 | $ 15.2 | $ 588.2 | $ 59.8 | $ 9.3 | 7.2 | 603.4 | 69.1 |
Intangible asset impairments | 32.7 | 76.8 | 17 | |||||
Operating loss | (63.1) | (670.6) | (24.7) | |||||
Interest expense | 15.8 | 20.6 | 30.3 | |||||
Loss on disposal of fixed assets | (0.5) | |||||||
Loss before income taxes | (79.4) | (691.2) | (55) | |||||
Benefit from income taxes | (1.3) | (57.6) | (5) | |||||
Net loss and comprehensive loss | (78.1) | (633.6) | (50) | |||||
Parent Company [Member] | ||||||||
Condensed Income Statements Captions [Line Items] | ||||||||
Equity in net losses and comprehensive losses of subsidiaries | (78.1) | (633.6) | (50) | |||||
Accretion to redemption value of redeemable convertible preferred stock | (35.6) | (15.6) | ||||||
Net loss and comprehensive loss | $ (113.7) | $ (649.2) | $ (50) |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant Guarantees and Restrictions - Additional Information (Detail) - Parent Company [Member] | 12 Months Ended | |
Dec. 31, 2021 | May 22, 2017 | |
Condensed Financial Information Of Parent Company Only [Line Items] | ||
Restricted net assets of Emerald and subsidiaries exceed consolidated net assets as a percentage | 25.00% | |
Amended and Restated Senior Secured Credit Facilities [Member] | ||
Condensed Financial Information Of Parent Company Only [Line Items] | ||
Builder basket percentage based on consolidated net income and certain other amounts | 50.00% | |
Fixed charge coverage ratio | 200.00% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for credit losses [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 1.1 | $ 0.7 | |
Additions Charged to Costs & Expenses | 0.4 | 0.7 | |
Deductions | (0.3) | (0.3) | |
Balance at End of Period | 1.2 | 1.1 | $ 0.7 |
Deferred tax asset valuation allowance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 25.8 | 0.2 | 0.2 |
Additions Charged to Costs & Expenses | 0 | 0 | 0 |
Additions Charged to Other Accounts | 18.9 | 25.6 | 0 |
Balance at End of Period | $ 44.7 | 25.8 | 0.2 |
Allowance for doubtful accounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 0.7 | 0.9 | |
Additions Charged to Costs & Expenses | 0.6 | ||
Additions Charged to Other Accounts | 0 | ||
Deductions | (0.8) | ||
Balance at End of Period | $ 0.7 |