Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | EEX | |
Entity Registrant Name | Emerald Holding, Inc. | |
Entity Central Index Key | 0001579214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 70,130,484 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-38076 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 42-1775077 | |
Entity Address, Address Line One | 100 Broadway | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 949 | |
Local Phone Number | 226-5700 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 254.4 | $ 231.2 |
Trade and other receivables, net of allowances of $1.3 million and $1.2 million as of March 31, 2022 and December 31, 2021, respectively | 86.2 | 46.4 |
Prepaid expenses and other current assets | 13.5 | 12.5 |
Total current assets | 354.1 | 290.1 |
Noncurrent assets | ||
Property and equipment, net | 4.4 | 3.7 |
Intangible assets, net | 226.2 | 236.7 |
Goodwill | 513.9 | 514.2 |
Right-of-use lease assets | 14.3 | 15.1 |
Other noncurrent assets | 2.4 | 2.6 |
Total assets | 1,115.3 | 1,062.4 |
Current liabilities | ||
Accounts payable and other current liabilities | 54 | 46.7 |
Cancelled event liabilities | 6.3 | 9.8 |
Deferred revenues | 139.3 | 118.1 |
Contingent consideration | 36.3 | 5.1 |
Right-of-use lease liabilities, current portion | 4.5 | 4.7 |
Term loan, current portion | 5.7 | 5.7 |
Total current liabilities | 246.1 | 190.1 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 509.8 | 510.9 |
Deferred tax liabilities, net | 1.4 | 1.5 |
Right-of-use lease liabilities, noncurrent portion | 12 | 13.3 |
Other noncurrent liabilities | 7.7 | 32.1 |
Total liabilities | 777 | 747.9 |
Commitments and contingencies (Note 13) | ||
Stockholders’ deficit | ||
Common stock, $0.01 par value; authorized shares at March 31, 2022 and December 31, 2021: 800,000; 70,130 and 70,026 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 0.7 | 0.7 |
Additional paid-in capital | 645.2 | 653.2 |
Accumulated deficit | (750.7) | (773.3) |
Total stockholders’ deficit | (104.8) | (119.4) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,115.3 | 1,062.4 |
7% Series A Convertible Participating Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
7% Series A Redeemable Convertible Participating Preferred stock, $0.01 par value; authorized shares at March 31, 2022 and December 31, 2021: 80,000; 71,442 shares issued and outstanding; aggregate liquidation preference of $451.9 million and $444.1 million at March 31, 2022 and December 31, 2021, respectively | $ 443.1 | $ 433.9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance - trade and other receivables, current | $ 1.3 | $ 1.2 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 70,130,000 | 70,026,000 |
Common stock, shares outstanding | 70,130,000 | 70,026,000 |
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 | 71,442,000 |
Temporary equity, share outstanding | 71,442,000 | 71,442,000 |
Temporary equity, liquidation preference | $ 451.9 | $ 444.1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 98.5 | $ 12.9 |
Other income | 28.8 | 14.1 |
Cost of revenues | 34.2 | 4 |
Selling, general and administrative expense | 46.6 | 30.8 |
Depreciation and amortization expense | 14.3 | 11.8 |
Goodwill impairment charge | 6.3 | |
Intangible asset impairment charge | 1.6 | |
Operating income (loss) | 24.3 | (19.6) |
Interest expense | 3.9 | 4 |
Income (loss) before income taxes | 20.4 | (23.6) |
Benefit from income taxes | (2.2) | (8.3) |
Net income (loss) and comprehensive income (loss) | 22.6 | (15.3) |
Accretion to redemption value of redeemable convertible preferred stock | (9.2) | (8.5) |
Participation rights on if-converted basis | (8.6) | |
Net gain (loss) and comprehensive gain (loss) attributable to Emerald Holding, Inc. common stockholders | $ 4.8 | $ (23.8) |
Basic gain (loss) per share | $ 0.07 | $ (0.33) |
Diluted gain (loss) per share | $ 0.07 | $ (0.33) |
Basic weighted average common shares outstanding | 70,171 | 72,245 |
Diluted weighted average common shares outstanding | 70,280 | 72,245 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and of Stockholders' Deficit - USD ($) $ in Millions | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
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 | 2.9 | 2.9 | |||
Stock-based compensation, shares | 209,000 | ||||
Issuance of common stock under equity plans, shares | 18,000 | ||||
Accretion to redemption value of redeemable convertible preferred stock, shares | (1,000) | 1,000 | |||
Redeemable convertible preferredstock conversion | (8.5) | $ 8.5 | (8.5) | ||
Repurchase of common stock | (1.2) | (1.2) | |||
Repurchase of common stock, shares | (149,000) | ||||
Net income (loss) and comprehensive income (loss) | (15.3) | (15.3) | |||
Balances at Mar. 31, 2021 | (25.9) | $ 0.7 | 683.9 | (710.5) | |
Temporary Equity, Balance, shares at Mar. 31, 2021 | 71,444,000 | ||||
Temporary Equity, Balance at Mar. 31, 2021 | $ 406.8 | ||||
Balance, shares at Mar. 31, 2021 | 72,274,000 | ||||
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 | ||||
Stock-based compensation | 2.1 | 2.1 | |||
Stock-based compensation, shares | 340,000 | ||||
Issuance of common stock under equity plans, shares | 20,000 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (9.2) | (9.2) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 9.2 | ||||
Repurchase of common stock | (0.9) | (0.9) | |||
Repurchase of common stock, shares | (256,000) | ||||
Net income (loss) and comprehensive income (loss) | 22.6 | 22.6 | |||
Balances at Mar. 31, 2022 | $ (104.8) | $ 0.7 | $ 645.2 | $ (750.7) | |
Temporary Equity, Balance, shares at Mar. 31, 2022 | 71,442,000 | ||||
Temporary Equity, Balance at Mar. 31, 2022 | $ 443.1 | ||||
Balance, shares at Mar. 31, 2022 | 70,130,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net income (loss) | $ 22.6 | $ (15.3) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation expense | 2.1 | 3 |
Provision for credit losses | 0.1 | 0.1 |
Depreciation and amortization | 14.3 | 11.8 |
Goodwill impairment | 6.3 | |
Intangible asset impairment | 1.6 | |
Non-cash operating lease expense | 0.8 | 0.8 |
Amortization of deferred financing fees and debt discount | 0.3 | 0.4 |
Remeasurement of contingent consideration | 4.4 | 0.4 |
Deferred income taxes | (0.2) | |
Changes in operating assets and liabilities: | ||
Trade and other receivables | (39.8) | (11.6) |
Insurance receivables | 15.4 | |
Prepaid expenses and other current assets | 1.1 | (10) |
Other noncurrent assets | 0.2 | 0.7 |
Accounts payable and other current liabilities | 4.7 | (3.2) |
Cancelled event liabilities | (3.5) | (12.2) |
Income tax payable | (2.2) | |
Deferred revenues | 21.2 | 24.9 |
Operating lease liabilities | (1.6) | (0.8) |
Other noncurrent liabilities | 0.6 | (2.8) |
Net cash provided by operating activities | 33 | 1.6 |
Investing activities | ||
Purchases of property and equipment | (1) | (0.4) |
Purchases of intangible assets | (2.2) | (0.6) |
Net cash used in investing activities | (3.2) | (1) |
Financing activities | ||
Payment of contingent consideration for acquisition of businesses | (4.3) | |
Repayment of principal on term loan | (1.4) | (1.4) |
Repurchase of common stock | (0.9) | (0.9) |
Net cash used in financing activities | (6.6) | (2.3) |
Net increase (decrease) in cash and cash equivalents | 23.2 | (1.7) |
Cash and cash equivalents | ||
Beginning of period | 231.2 | 295.3 |
End of period | $ 254.4 | $ 293.6 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits/losses, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included. These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2021. The December 31, 2021 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. Results of our reportable segments for the three months ended March 31, 2021 reflect the updated segment presentation discussed below in Note 15 “ Segment Reporting Liquidity Position and Management’s Plan The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented in the United Stated and throughout the world significantly impacted Emerald’s business from mid-March 2020 through the first half of 2021. Late in the second quarter of 2021, management began to see the positive impacts of successful vaccination rollouts in many countries, with social distancing restrictions easing and live events resuming in the United States. In the second half of 2021, Emerald’s live events business experienced a meaningful restart with the successful execution of 56 in-person events, serving more than 129,000 attendees and 7,500 exhibiting companies. The Company entered 2022 planning to stage a full slate of events and successfully traded 31 in-person events during the first quarter, serving more than 141,000 attendees and 5,700 exhibiting companies. While the Company has been able to resume its full schedule of events in the first quarter of 2022, the ongoing effects of COVID-19 on the Company’s operations have had, and will continue to have, a significant negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of the COVID-19 pandemic The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled or postponed all upcoming events for a period of over a year due to a pandemic. Management cannot estimate with certainty whether event exhibitors and attendees will attend the Company’s events in numbers similar to pre-pandemic editions now that our events have fully resumed. Therefore, current estimates of revenues and the associated impact on liquidity could differ significantly in the future. The Company continues to pursue full recovery for event cancellation insurance claims relating to events originally scheduled to stage in 2020 and 2021. To date, the Company has submitted claims related to impacted or cancelled events previously scheduled to take place in 2020 and 2021 of $166.8 million and $180.7 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 2020 and 2021 totaled $142.2 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 aggregate limit for the Company’s renewed 2022 primary event cancellation insurance policy is $100.0 million. The Company also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2022 and Surf Expo Summer 2022 shows, with a coverage limit of $8.4 million and $6.5 million for each respective event. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides for the ability of employers to delay payment of employer payroll taxes during 2020 after the date of enactment. The Company deferred the payment of more than $1.9 million of employer payroll taxes otherwise due in 2020, with 50% paid back in December 2021 As of March 31, 2022, the Company had $518.2 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. In addition, as of March 31, 2022, the Company had cash and cash equivalents of $254.4 million. As of March 31, 2022, 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 the next twelve months. Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. The COVID-19 pandemic and related effects are dynamic and ongoing, and the Company has considered its impact when developing its estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions. 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. Emerald’s CEO was appointed in January 2021 and is considered the CODM. Effective January 31, 2022, Emerald’s CEO changed the way that he evaluates the results of the Company’s operations and as a result, there was a change in reporting segments. The CODM evaluates performance based on the results of seven executive portfolios, which represent the Company’s seven operating segments. Based on an evaluation of economic similarities, five operating segments are aggregated into two reportable segments: Commerce and the Design, Creative and Technology reportable segments. Two operating segments do not meet the quantitative thresholds of a reportable operating segment and did not meet the aggregation criteria set forth in Accounting Standards Codification 280 (“ASC 280”), Segment Reporting, as of March 31, 2022 and as such are referred to as “All Other”. Refer to Note 15, Segment Information |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recently Adopted 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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. The Company adopted ASU 2019-12 on January 1, 2021, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues Impact of COVID-19 The global COVID-19 pandemic significantly impacted the Company’s revenues from mid-March 2020 through the first half of 2021. Late in the second quarter of 2021, the Company began to see the positive impacts of successful vaccination rollouts throughout the United States, with social distancing restrictions easing and live events resuming. As a result, the Company was able to hold 31 in-person events during the first quarter of 2022. 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. Trade show revenues represented approximately 89.0% and 43.4% of total revenues for the three months ended March 31, 2022 and 2021, respectively. 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 and are reported as deferred revenues on the condensed consolidated balance sheets The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of March 31, 2022, cancelled event liabilities of $6.3 million represents $1.1 million of deferred revenues for cancelled trade shows and $5.2 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. 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 enters into contracts with customers that often include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and professional services are deferred and recognized over the expected customer life, which is four years. Subscription revenue is generally 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 Company’s primary sources of revenue are from trade shows, other events, subscription software and services The following table represents revenues disaggregated by type: Reportable Segment Commerce Design, Creative, and Technology All Other Total Three Months Ended March 31, 2022 (in millions) Trade shows $ 54.2 $ 23.5 $ 0.9 $ 78.6 Other events 0.5 8.6 — 9.1 Subscription software and services — 0.8 3.4 4.2 Other marketing services 2.0 4.6 — 6.6 Total revenues $ 56.7 $ 37.5 $ 4.3 $ 98.5 Three Months Ended March 31, 2021 Trade shows $ 3.6 $ — $ — $ 3.6 Other events 0.9 1.0 — 1.9 Subscription software and services — — 2.3 2.3 Other marketing services 1.2 3.9 — 5.1 Total revenues $ 5.7 $ 4.9 $ 2.3 $ 12.9 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services 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 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 condensed 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 three months ended March 31, 2022, were not material. |
Business Acquisition
Business Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Acquisition | 4 . MJBiz See Note 4 to the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on form 10-K regarding the details of the agreement Emerald executed on December 31, 2021 to acquire certain assets and assume certain liabilities associated with MJBiz. During the three months ended March 31, 2022, the Company finalized its analysis of the purchase accounting, including gaining a better understanding of historical MJBizCon registration revenue and its impact on the valuation model. The final analysis of the registration revenue and the associated revision to the average EBITDA growth estimate for MJBiz resulted in an $8.9 million increase in the estimated contingent consideration liability. The Company’s purchase price allocation and measurement period adjustment for the MJBiz acquisition is presented below: (in millions) Fair Value Recognized as of Acquisition Date (as previously reported) Non-Cash Measurement Period Adjustment (1) Fair Value Recognized as of March 31, 2022 as adjusted Trade and other receivables $ 0.6 $ — $ 0.6 Prepaid expenses 0.1 — 0.1 Goodwill 113.8 6.0 119.8 Intangible Assets 30.4 2.9 33.3 Deferred Revenues (1.3 ) — (1.3 ) Other current liabilities (1.4 ) — (1.4 ) Purchase price $ 142.2 $ 8.9 $ 151.1 (1) During the three months ended March 31, 2022, the Company recorded a non-cash adjustment to reflect a measurement period adjustment. Upon finalizing the analysis of the average EBITDA growth estimate, including gaining a better understanding of historical MJBizCon registration revenue trends, the estimated contingent consideration liability increased by $8.9 million, from approximately $24.0 million to $32.9 million. Such change resulted in an increase to Goodwill of $6.0 million and an increase in Intangible Assets of $2.9 million in the Commerce reportable segment. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net, consisted of the following: (in millions) March 31, 2022 December 31, 2021 Furniture, equipment and other $ 7.4 $ 6.5 Leasehold improvements 3.2 3.1 10.6 9.6 Less: Accumulated depreciation (6.2 ) (5.9 ) Property and equipment, net $ 4.4 $ 3.7 Depreciation expense related to property and equipment for the three months ended March 31, 2022 and 2021 was $0.3 million. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 6 . Intangible Assets, Net Intangible assets, net consisted of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Acquired Technology Acquired Content Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at March 31, 2022 $ 52.6 $ 357.0 $ 84.4 $ 6.4 $ 1.5 $ 18.5 $ 3.2 $ 523.6 Accumulated amortization — (271.4 ) (13.4 ) (1.1 ) (0.3 ) (11.2 ) — (297.4 ) Net carrying amount at March 31, 2022 $ 52.6 $ 85.6 $ 71.0 $ 5.3 $ 1.2 $ 7.3 $ 3.2 $ 226.2 Gross carrying amount at December 31, 2021 $ 54.2 $ 354.3 $ 84.2 $ 6.2 $ 1.5 $ 13.8 $ 5.9 $ 520.1 Accumulated amortization — $ (259.4 ) $ (12.2 ) (0.9 ) (0.2 ) $ (10.7 ) — (283.4 ) Net carrying amount at December 31, 2021 $ 54.2 $ 94.9 $ 72.0 $ 5.3 $ 1.3 $ 3.1 $ 5.9 $ 236.7 Amortization expense for the three months ended March 31, 2022 and March 31, 2021 was $14.0 million and $11.5 million, respectively. Estimated future amortization expense as of March 31, 2022: (in millions) March 31, 2022 2022 40.7 2023 36.7 2024 18.5 2025 13.8 2026 9.9 Thereafter 50.8 $ 170.4 Impairment of Indefinite-Lived Intangible Assets During the three months ended March 31, 2022, the Company identified an interim impairment trigger for one of its indefinite-lived intangible assets. After performing an interim impairment assessment, the Company recognized an impairment charge of $1.6 million related to its indefinite-lived intangible assets during the three months ended March 31, 2022. The impairment charge is recorded in intangible asset impairment charges on the condensed consolidated statements of income (loss) and comprehensive income (loss). Indefinite-lived intangible impairment charges in the Design, Creative and Technology reportable segment were $1.6 million during the three months ended March 31, 2022. During the three months ended March 31, 2021, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s indefinite-lived intangible assets was impaired. As such, no quantitative assessment for impairment was required during the first quarter of 2021. Impairment of Long-Lived Assets Other than Goodwill During the three months ended March 31, 2022, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable. As such, no quantitative assessment for impairment was required during the first quarter of 2022 or 2021. As a result of the ongoing uncertainty surrounding the impact of COVID-19 on Emerald’s operations, there can be no assurance that management will be able to conclude in future periods that it is more likely than not that the Company’s indefinite-lived intangible assets and long-lived assets other than goodwill are not impaired. Goodwill The table below summarizes the changes in the carrying amount of goodwill: Reportable Segment (in millions) Commerce (Legacy) Commerce Design & Technology Design, Creative & Technology All Other Total Balance at December 31, 2021 $ 337.5 $ — $ 133.7 $ — $ 43.0 $ 514.2 Transfers (337.5 ) 342.2 (133.7 ) 142.9 (13.9 ) — Impairments — — — (5.8 ) (0.5 ) (6.3 ) Measurement period adjustment — 6.0 — — — 6.0 Balance at March 31, 2022 $ — $ 348.2 $ — $ 137.1 $ 28.6 $ 513.9 Impairment of Goodwill During the three months ended March 31, 2022, the Company changed its operating segments which resulted in a change in reporting units. Under accounting standards, the Company is required to perform an impairment assessment of its prior reporting units immediately prior to the change in reporting units and immediately after the change on its new reporting units. To the extent that a prior reporting unit was separated into more than one reporting unit, the allocation of goodwill between the components of the old reporting unit was determined based on their relative fair value. The Company recently completed its annual impairment assessment on October 31, 2021 for its old reporting units. As of this impairment assessment, reporting units where fair value exceeded carrying value by less than 5% included $214.6 million of goodwill. Due to the change in reporting units and a number of prior reporting units where fair value of the reporting unit did not significantly exceed its carrying value, the Company performed a quantitative assessment of the fair value of its prior reporting units as of January 31, 2022 using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of one reporting units exceeded their respective fair values, resulting in a goodwill impairment of $6.3 million. The 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 of 3.0%, at a weighted average cost of capital (discount rate) ranging from 12.8 % . The Company recorded total goodwill impairment of $5.8 million and $0.5 million for the three months ended March 31, 2022 related to the Design, Creative and Technology segment and All Other Category, respectively. Goodwill is tested for impairment annually on October 31, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. During the three months ended March 31, 2021, management determined there was no triggering event. As such, no quantitative assessment for impairment was required during the first quarter of 2021. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7 . Long-term debt related to the Amended and Restated Term Loan Facility is comprised of the following indebtedness to various lenders: (in millions) March 31, 2022 December 31, 2021 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% as of March 31, 2022 and December 31, 2021 (equal to 2.71% and 2.59% at March 31, 2022 and December 31, 2021, respectively) due 2024, net (a) $ 515.5 $ 516.6 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 509.8 $ 510.9 (a) The Amended and Restated Term Loan Facility, a seven-year Revolving Credit Facility Emerald X had no borrowings outstanding under its Revolving Credit Facility as of March 31, 2022 and December 31, 2021, respectively. Emerald X had $1.0 million in stand-by letters of credit outstanding under the Revolving Credit Facility as of March 31, 2022 and December 31, 2021. Interest Expense Interest expense reported in the condensed consolidated statements of loss and comprehensive loss consists of the following: Three months ended March 31, (in millions) 2022 2021 Senior secured term loan $ 3.5 $ 3.4 Non-cash interest for amortization of debt discount and debt issuance costs 0.3 0.4 Revolving credit facility interest and commitment fees 0.1 0.2 Total interest expense $ 3.9 $ 4.0 Covenants The Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio, which is defined as the ratio of Consolidated Total Debt (as defined in the Amended and Restated Senior Secured Credit Facilities) secured on a first lien basis, net of unrestricted cash and cash equivalents to trailing four-quarter Consolidated EBITDA (as defined in the Amended and Restated Senior Secured Credit Facilities). This financial covenant is tested on the last day of each quarter only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder. As of March 31, 2022, the Company was not required to test this financial covenant and Emerald X was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Risk | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Risk | 8 . As of March 31, 2022, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 44.7 $ 44.7 $ — $ — Money market mutual funds (a) 209.7 209.7 — — Total assets at fair value $ 254.4 $ 254.4 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 42.9 — — 42.9 Total liabilities at fair value $ 43.3 $ — $ — $ 43.3 (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 and classified as Level 1 assets. ( b ) The market-based share awards liability of $ 0.4 million as of March 31, 2022 is i ncluded within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contin g ent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $ million as of March 31, 2022 is included within Contingent consideration in the condensed consolidated balance sheets and Contingent consideration of $ 6.6 million is included within other noncurrent liabilities in the condensed consolidated balance sheets. As of December 31, 2021, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: 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 (b) 36.2 — — 36.2 Total liabilities at fair value $ 36.6 $ — $ — $ 36.6 (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 and classified as Level 1 assets. ( b ) Included within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. The market-based share awards liability of $0.4 million as of March 31, 2022 and December 31, 2021, entitles the grantees of these awards the right to receive shares of common stock equal to a maximum cash value of $9.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. The liability is measured at fair value and is re-measured to an updated fair value at each reporting period. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved. The stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of loss and comprehensive loss. Refer to Note 10, Stock-Based Compensation As of March 31, 2022 and December 31, 2021, the Company had $42.9 million and $36.2 million, respectively, in contingent consideration liabilities measured at fair value related to the Company’s acquisitions of G3 Communications, EDspaces, PlumRiver, Sue Bryce Education and MJBiz. Business Acquisitions The Company paid $6.5 million in contingent consideration during the three months ended March 31, 2022 in relation to the Company’s acquisition of G3 Communications. The liabilities are re-measured to fair value each reporting period. As a result of the Company’s remeasurements during the first quarter of 2022, the Company recorded a $4.3 million increase in fair value of contingent consideration, which is included in selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. 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 condensed consolidated statements of income ( loss ) and comprehensive income ( loss ) . Financial Risk The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amount of assets and liabilities. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Deficit | 9. Redeemable Convertible Preferred Stock and Stockholders’ Deficit Redeemable Convertible Preferred Stock On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of 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 had an initial liquidation preference of $5.60 and were initially 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 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 or declared during the first quarters of 2022 and 2021. Share Repurchases October 2020 Share Repurchase Program (“October 2020 In October 2020, the Company’s 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 255,584 shares for $0.9 million during the three months ended March 31, 2022. The Company repurchased 202,208 shares for $1.2 million during the three months ended March 31, 2021. There was $17.4 million remaining available for share repurchases under the October 2020 Share Repurchase Program as of March 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance or market conditions, as applicable, have been satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of loss and comprehensive loss. The related deferred tax benefit for stock-based compensation recognized was $0.4 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively. 2019 Employee Stock Purchase Plan (the “ESPP”) In January 2019, the Company’s Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be customarily employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP. Stock Options The Company recognized stock-based compensation expense relating to stock option activity of $1.3 million and $1.6 million for the three months ended March 31, 2022 and 2021, respectively. Stock option activity for the three months ended March 31, 2022, 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, 2021 14,403 $ 8.10 8.1 $ — Granted 390 5.62 Forfeited (171 ) 8.58 Outstanding at March 31, 2022 14,622 $ 8.03 7.8 $ — Exercisable at March 31, 2022 4,971 $ 10.91 5.9 $ — The aggregate intrinsic value is the amount by which the fair value of the Company’s common stock exceeded the exercise price of the options as of the close of trading hours on the New York Stock Exchange on March 31, 2022 for those options for which the market price was in excess of the exercise price. There was a total of $10.2 million unrecognized stock-based compensation expense at March 31, 2022 related to unvested stock options expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units (“RSUs”) The Company periodically grants RSUs that contain service and, in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three months ended March 31, 2022 and 2021 was $0.8 million and $1.3 million, respectively. There was a total of $4.1 million of unrecognized stock-based compensation expense at March 31, 2022 related to unvested RSUs expected to be recognized over a weighted-average period of 2.4 years. RSU activity for the three months ended March 31, 2022 was as follows: (share data in thousands, except per share data) Number of RSUs (share data in thousands) Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2021 1,358 $ 8.13 Granted 126 3.58 Forfeited (39 ) 11.00 Vested (472 ) 8.11 Unvested balance, March 31, 2022 973 $ 7.45 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. In June 2019, 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. As of March 31, 2022, 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 ha ve a weighted-average grant date fair value of $ 24.77 per share. As of each of March 31, 2022 and December 31, 2021, the liability for these awards was $0.4 million, and is reported on the condensed consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The grant date fair value of the remaining outstanding awards granted in 2019 was $0.8 million. The grant date fair value of the 2020 awards was $1.1 million. The Company recognized stock-based compensation expense relating to performance-based market condition share awards of zero and $0.1 million during the three months ended March 31, 2022 and 2021, respectively. The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at March 31, 2022 were as follows: March 31, 2022 Expected volatility 57.50% Dividend yield 0.00% Risk-free interest rate 2.40% Weighted-average expected term (in years) 3.8 The weighted-average expected term of the Company’s performance-based market condition share awards is the weighted-average of the derived service periods for the share awards. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For both the three months ended March 31, 2022 and 2021, unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met. The Company also included deductions of $8.6 million and zero as adjustments to net income (loss) attributable to common shareholders on the statement of operations and in determining earnings (loss) per share for the March 31, 2022 and March 31, 2021 periods respectively, for the share of undistributed earnings that would be attributable to Series A redeemable convertible preferred stock during the period, in addition to the earnings attributable to the Series A redeemable convertible preferred stock due to the accrued dividends and remeasurements to redemption value. The details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended March 31, (dollars in millions, share data in thousands except earnings per share) 2022 2021 Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. $ 22.6 $ (15.3 ) Accretion to redemption value of redeemable convertible preferred stock (9.2 ) (8.5 ) Participation rights on if-converted basis (8.6 ) — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 4.8 $ (23.8 ) Weighted average common shares outstanding 70,171 72,245 Basic income (loss) per share $ 0.07 $ (0.33 ) Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 4.8 $ (23.8 ) Dilutive effect of stock options 109 — Diluted weighted average common shares outstanding 70,280 72,245 Diluted income (loss) per share $ 0.07 $ (0.33 ) Anti-dilutive employee share awards excluded from diluted earnings per share calculation 15,418 14,848 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . The Company determines its interim income tax benefit by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to the income (loss) before income taxes for the period. In determining the full year effective tax rate estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax income (loss). Significant judgment is exercised in determining the income tax provision due to transactions, credits and estimates where the ultimate tax determination is uncertain. The Company’s U.S. federal statutory corporate income tax rate was 21% as of March 31, 2022. For the three months ended March 31, 2022 and 2021, the Company recorded a benefit from income taxes of $2.2 million and $8.3 Liabilities for unrecognized tax benefits and associated interest and penalties were zero |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 3 . Leases and Other Contractual Arrangements The Company has entered into operating leases and other contractual obligations to secure real estate facilities, equipment and trade show venues. These agreements are not unilaterally cancelable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices . Legal Proceedings and Contingencies The Company is subject to litigation and other claims in the ordinary course of business. In the opinion of management, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows. In the opinion of management, there are no claims, commitments or guarantees pending to which the Company is party that would have a material adverse effect on the condensed consolidated financial statements. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | 1 4 . Accounts payable and other current liabilities consisted of the following: (in millions) March 31, 2022 December 31, 2021 Accrued event costs $ 18.5 $ 9.5 Accrued personnel costs 14.1 16.0 Trade payables 12.0 12.0 Other current liabilities 9.4 9.2 Total accounts payable and other current liabilities $ 54.0 $ 46.7 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 1 5 . Segment Information The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker (the “CODM”) evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM. The CODM evaluates performance based on the results of seven executive brand portfolios, which represent the Company’s seven 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, five operating segments are aggregated into two reportable segments, the Commerce and the Design, Creative, 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 Topic 280, Segment Reporting 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 (loss): Three Months Ended March 31, (in millions) 2022 2021 (1) Revenues Commerce $ 56.7 $ 5.7 Design, Creative, and Technology 37.5 4.9 All Other 4.3 2.3 Total revenues $ 98.5 $ 12.9 Other Income Commerce $ 1.1 $ 6.7 Design, Creative, and Technology 27.0 6.9 All Other 0.7 0.5 Total other income $ 28.8 $ 14.1 Adjusted EBITDA Commerce $ 31.8 $ 5.3 Design, Creative, and Technology 37.7 2.1 All Other (2.3 ) 0.8 Subtotal Adjusted EBITDA $ 67.2 $ 8.2 General corporate and other expenses $ (12.8 ) $ (10.9 ) Interest expense (3.9 ) (4.0 ) Goodwill impairment charge (6.3 ) — Intangible asset impairment charge (1.6 ) — Depreciation and amortization (14.3 ) (11.8 ) Stock-based compensation (2.1 ) (3.0 ) Deferred revenue adjustment (0.2 ) (0.9 ) Other items (5.6 ) (1.2 ) Income (loss) before income taxes $ 20.4 $ (23.6 ) (1) Prior year segment disclosures reflect the new reportable segment structure 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. Intersegment revenues were immaterial for the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022 and 2021, substantially all revenues were derived from transactions in the United States. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 6 . Investment funds affiliated with Onex Corporation owned |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits/losses, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included. These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2021. The December 31, 2021 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. Results of our reportable segments for the three months ended March 31, 2021 reflect the updated segment presentation discussed below in Note 15 “ Segment Reporting |
Liquidity Position and Management's Plan | Liquidity Position and Management’s Plan The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented in the United Stated and throughout the world significantly impacted Emerald’s business from mid-March 2020 through the first half of 2021. Late in the second quarter of 2021, management began to see the positive impacts of successful vaccination rollouts in many countries, with social distancing restrictions easing and live events resuming in the United States. In the second half of 2021, Emerald’s live events business experienced a meaningful restart with the successful execution of 56 in-person events, serving more than 129,000 attendees and 7,500 exhibiting companies. The Company entered 2022 planning to stage a full slate of events and successfully traded 31 in-person events during the first quarter, serving more than 141,000 attendees and 5,700 exhibiting companies. While the Company has been able to resume its full schedule of events in the first quarter of 2022, the ongoing effects of COVID-19 on the Company’s operations have had, and will continue to have, a significant negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of the COVID-19 pandemic The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled or postponed all upcoming events for a period of over a year due to a pandemic. Management cannot estimate with certainty whether event exhibitors and attendees will attend the Company’s events in numbers similar to pre-pandemic editions now that our events have fully resumed. Therefore, current estimates of revenues and the associated impact on liquidity could differ significantly in the future. The Company continues to pursue full recovery for event cancellation insurance claims relating to events originally scheduled to stage in 2020 and 2021. To date, the Company has submitted claims related to impacted or cancelled events previously scheduled to take place in 2020 and 2021 of $166.8 million and $180.7 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 2020 and 2021 totaled $142.2 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 aggregate limit for the Company’s renewed 2022 primary event cancellation insurance policy is $100.0 million. The Company also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2022 and Surf Expo Summer 2022 shows, with a coverage limit of $8.4 million and $6.5 million for each respective event. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides for the ability of employers to delay payment of employer payroll taxes during 2020 after the date of enactment. The Company deferred the payment of more than $1.9 million of employer payroll taxes otherwise due in 2020, with 50% paid back in December 2021 As of March 31, 2022, the Company had $518.2 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. In addition, as of March 31, 2022, the Company had cash and cash equivalents of $254.4 million. As of March 31, 2022, 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 the next twelve months. |
Use of Estimates and Judgments | Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. The COVID-19 pandemic and related effects are dynamic and ongoing, and the Company has considered its impact when developing its estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions. |
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. Emerald’s CEO was appointed in January 2021 and is considered the CODM. Effective January 31, 2022, Emerald’s CEO changed the way that he evaluates the results of the Company’s operations and as a result, there was a change in reporting segments. The CODM evaluates performance based on the results of seven executive portfolios, which represent the Company’s seven operating segments. Based on an evaluation of economic similarities, five operating segments are aggregated into two reportable segments: Commerce and the Design, Creative and Technology reportable segments. Two operating segments do not meet the quantitative thresholds of a reportable operating segment and did not meet the aggregation criteria set forth in Accounting Standards Codification 280 (“ASC 280”), Segment Reporting, as of March 31, 2022 and as such are referred to as “All Other”. Refer to Note 15, Segment Information |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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. The Company adopted ASU 2019-12 on January 1, 2021, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenue Recognition and Deferred Revenue | Impact of COVID-19 The global COVID-19 pandemic significantly impacted the Company’s revenues from mid-March 2020 through the first half of 2021. Late in the second quarter of 2021, the Company began to see the positive impacts of successful vaccination rollouts throughout the United States, with social distancing restrictions easing and live events resuming. As a result, the Company was able to hold 31 in-person events during the first quarter of 2022. 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. Trade show revenues represented approximately 89.0% and 43.4% of total revenues for the three months ended March 31, 2022 and 2021, respectively. 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 and are reported as deferred revenues on the condensed consolidated balance sheets The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of March 31, 2022, cancelled event liabilities of $6.3 million represents $1.1 million of deferred revenues for cancelled trade shows and $5.2 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. 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 enters into contracts with customers that often include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and professional services are deferred and recognized over the expected customer life, which is four years. Subscription revenue is generally 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 Company’s primary sources of revenue are from trade shows, other events, subscription software and services The following table represents revenues disaggregated by type: Reportable Segment Commerce Design, Creative, and Technology All Other Total Three Months Ended March 31, 2022 (in millions) Trade shows $ 54.2 $ 23.5 $ 0.9 $ 78.6 Other events 0.5 8.6 — 9.1 Subscription software and services — 0.8 3.4 4.2 Other marketing services 2.0 4.6 — 6.6 Total revenues $ 56.7 $ 37.5 $ 4.3 $ 98.5 Three Months Ended March 31, 2021 Trade shows $ 3.6 $ — $ — $ 3.6 Other events 0.9 1.0 — 1.9 Subscription software and services — — 2.3 2.3 Other marketing services 1.2 3.9 — 5.1 Total revenues $ 5.7 $ 4.9 $ 2.3 $ 12.9 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services 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 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 condensed 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 three months ended March 31, 2022, were not material. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Reportable Segment Commerce Design, Creative, and Technology All Other Total Three Months Ended March 31, 2022 (in millions) Trade shows $ 54.2 $ 23.5 $ 0.9 $ 78.6 Other events 0.5 8.6 — 9.1 Subscription software and services — 0.8 3.4 4.2 Other marketing services 2.0 4.6 — 6.6 Total revenues $ 56.7 $ 37.5 $ 4.3 $ 98.5 Three Months Ended March 31, 2021 Trade shows $ 3.6 $ — $ — $ 3.6 Other events 0.9 1.0 — 1.9 Subscription software and services — — 2.3 2.3 Other marketing services 1.2 3.9 — 5.1 Total revenues $ 5.7 $ 4.9 $ 2.3 $ 12.9 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
MJ Biz [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The Company’s purchase price allocation and measurement period adjustment for the MJBiz acquisition is presented below: (in millions) Fair Value Recognized as of Acquisition Date (as previously reported) Non-Cash Measurement Period Adjustment (1) Fair Value Recognized as of March 31, 2022 as adjusted Trade and other receivables $ 0.6 $ — $ 0.6 Prepaid expenses 0.1 — 0.1 Goodwill 113.8 6.0 119.8 Intangible Assets 30.4 2.9 33.3 Deferred Revenues (1.3 ) — (1.3 ) Other current liabilities (1.4 ) — (1.4 ) Purchase price $ 142.2 $ 8.9 $ 151.1 (1) During the three months ended March 31, 2022, the Company recorded a non-cash adjustment to reflect a measurement period adjustment. Upon finalizing the analysis of the average EBITDA growth estimate, including gaining a better understanding of historical MJBizCon registration revenue trends, the estimated contingent consideration liability increased by $8.9 million, from approximately $24.0 million to $32.9 million. Such change resulted in an increase to Goodwill of $6.0 million and an increase in Intangible Assets of $2.9 million in the Commerce reportable segment. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: (in millions) March 31, 2022 December 31, 2021 Furniture, equipment and other $ 7.4 $ 6.5 Leasehold improvements 3.2 3.1 10.6 9.6 Less: Accumulated depreciation (6.2 ) (5.9 ) Property and equipment, net $ 4.4 $ 3.7 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Acquired Technology Acquired Content Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at March 31, 2022 $ 52.6 $ 357.0 $ 84.4 $ 6.4 $ 1.5 $ 18.5 $ 3.2 $ 523.6 Accumulated amortization — (271.4 ) (13.4 ) (1.1 ) (0.3 ) (11.2 ) — (297.4 ) Net carrying amount at March 31, 2022 $ 52.6 $ 85.6 $ 71.0 $ 5.3 $ 1.2 $ 7.3 $ 3.2 $ 226.2 Gross carrying amount at December 31, 2021 $ 54.2 $ 354.3 $ 84.2 $ 6.2 $ 1.5 $ 13.8 $ 5.9 $ 520.1 Accumulated amortization — $ (259.4 ) $ (12.2 ) (0.9 ) (0.2 ) $ (10.7 ) — (283.4 ) Net carrying amount at December 31, 2021 $ 54.2 $ 94.9 $ 72.0 $ 5.3 $ 1.3 $ 3.1 $ 5.9 $ 236.7 |
Summary of Estimated Future Amortization Expense | Estimated future amortization expense as of March 31, 2022: (in millions) March 31, 2022 2022 40.7 2023 36.7 2024 18.5 2025 13.8 2026 9.9 Thereafter 50.8 $ 170.4 |
Schedule of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill: Reportable Segment (in millions) Commerce (Legacy) Commerce Design & Technology Design, Creative & Technology All Other Total Balance at December 31, 2021 $ 337.5 $ — $ 133.7 $ — $ 43.0 $ 514.2 Transfers (337.5 ) 342.2 (133.7 ) 142.9 (13.9 ) — Impairments — — — (5.8 ) (0.5 ) (6.3 ) Measurement period adjustment — 6.0 — — — 6.0 Balance at March 31, 2022 $ — $ 348.2 $ — $ 137.1 $ 28.6 $ 513.9 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility | Long-term debt related to the Amended and Restated Term Loan Facility is comprised of the following indebtedness to various lenders: (in millions) March 31, 2022 December 31, 2021 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% as of March 31, 2022 and December 31, 2021 (equal to 2.71% and 2.59% at March 31, 2022 and December 31, 2021, respectively) due 2024, net (a) $ 515.5 $ 516.6 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 509.8 $ 510.9 (a) The Amended and Restated Term Loan Facility, a seven-year |
Summary of Interest Expense | Interest expense reported in the condensed consolidated statements of loss and comprehensive loss consists of the following: Three months ended March 31, (in millions) 2022 2021 Senior secured term loan $ 3.5 $ 3.4 Non-cash interest for amortization of debt discount and debt issuance costs 0.3 0.4 Revolving credit facility interest and commitment fees 0.1 0.2 Total interest expense $ 3.9 $ 4.0 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Risk (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of March 31, 2022, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 44.7 $ 44.7 $ — $ — Money market mutual funds (a) 209.7 209.7 — — Total assets at fair value $ 254.4 $ 254.4 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 42.9 — — 42.9 Total liabilities at fair value $ 43.3 $ — $ — $ 43.3 (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 and classified as Level 1 assets. ( b ) The market-based share awards liability of $ 0.4 million as of March 31, 2022 is i ncluded within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contin g ent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $ million as of March 31, 2022 is included within Contingent consideration in the condensed consolidated balance sheets and Contingent consideration of $ 6.6 million is included within other noncurrent liabilities in the condensed consolidated balance sheets. As of December 31, 2021, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: 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 (b) 36.2 — — 36.2 Total liabilities at fair value $ 36.6 $ — $ — $ 36.6 (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 and classified as Level 1 assets. ( b ) Included within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2022, 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, 2021 14,403 $ 8.10 8.1 $ — Granted 390 5.62 Forfeited (171 ) 8.58 Outstanding at March 31, 2022 14,622 $ 8.03 7.8 $ — Exercisable at March 31, 2022 4,971 $ 10.91 5.9 $ — |
Schedule of Restricted Stock Units Activity | RSU activity for the three months ended March 31, 2022 was as follows: (share data in thousands, except per share data) Number of RSUs (share data in thousands) Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2021 1,358 $ 8.13 Granted 126 3.58 Forfeited (39 ) 11.00 Vested (472 ) 8.11 Unvested balance, March 31, 2022 973 $ 7.45 |
Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding | The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at March 31, 2022 were as follows: March 31, 2022 Expected volatility 57.50% Dividend yield 0.00% Risk-free interest rate 2.40% Weighted-average expected term (in years) 3.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended March 31, (dollars in millions, share data in thousands except earnings per share) 2022 2021 Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. $ 22.6 $ (15.3 ) Accretion to redemption value of redeemable convertible preferred stock (9.2 ) (8.5 ) Participation rights on if-converted basis (8.6 ) — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 4.8 $ (23.8 ) Weighted average common shares outstanding 70,171 72,245 Basic income (loss) per share $ 0.07 $ (0.33 ) Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 4.8 $ (23.8 ) Dilutive effect of stock options 109 — Diluted weighted average common shares outstanding 70,280 72,245 Diluted income (loss) per share $ 0.07 $ (0.33 ) Anti-dilutive employee share awards excluded from diluted earnings per share calculation 15,418 14,848 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: (in millions) March 31, 2022 December 31, 2021 Accrued event costs $ 18.5 $ 9.5 Accrued personnel costs 14.1 16.0 Trade payables 12.0 12.0 Other current liabilities 9.4 9.2 Total accounts payable and other current liabilities $ 54.0 $ 46.7 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (Loss) | The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income (loss): Three Months Ended March 31, (in millions) 2022 2021 (1) Revenues Commerce $ 56.7 $ 5.7 Design, Creative, and Technology 37.5 4.9 All Other 4.3 2.3 Total revenues $ 98.5 $ 12.9 Other Income Commerce $ 1.1 $ 6.7 Design, Creative, and Technology 27.0 6.9 All Other 0.7 0.5 Total other income $ 28.8 $ 14.1 Adjusted EBITDA Commerce $ 31.8 $ 5.3 Design, Creative, and Technology 37.7 2.1 All Other (2.3 ) 0.8 Subtotal Adjusted EBITDA $ 67.2 $ 8.2 General corporate and other expenses $ (12.8 ) $ (10.9 ) Interest expense (3.9 ) (4.0 ) Goodwill impairment charge (6.3 ) — Intangible asset impairment charge (1.6 ) — Depreciation and amortization (14.3 ) (11.8 ) Stock-based compensation (2.1 ) (3.0 ) Deferred revenue adjustment (0.2 ) (0.9 ) Other items (5.6 ) (1.2 ) Income (loss) before income taxes $ 20.4 $ (23.6 ) (1) Prior year segment disclosures reflect the new reportable segment structure |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Dec. 31, 2022 | Dec. 31, 2021USD ($) | Mar. 31, 2022USD ($)EventAttendeeExhibitingcompanyportfolioSegment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)EventAttendeeExhibitingcompany | Mar. 31, 2020USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | $ 231,200,000 | $ 254,400,000 | $ 231,200,000 | |||
Number of operating segments, aggregated into reportable segments | Segment | 5 | |||||
Number of reportable segments | Segment | 2 | |||||
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | Segment | 2 | |||||
Chief Operating Decision Maker [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of executive portfolios | portfolio | 7 | |||||
Number of operating segment | Segment | 7 | |||||
Amended and Restated Term Loan Facility [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Borrowings outstanding | $ 518,200,000 | |||||
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] | ||||||
Number of in-person events | Event | 31 | 56 | ||||
Number of serving attendees | Attendee | 141,000 | 129,000 | ||||
Number of exhibiting companies | Exhibitingcompany | 5,700 | 7,500 | ||||
Other income from insurance settlement | $ 28,800,000 | $ 14,100,000 | ||||
Submitted claims related to impacted or cancelled events previously scheduled | 180,700,000 | $ 166,800,000 | ||||
Other income recognized related to insurance proceeds | 142,200,000 | 71,000,000 | ||||
Insurance receivables | 100,000,000 | |||||
Percentage of estimate payment delay of employer payroll taxes due | 50.00% | |||||
Estimates payment delay of employer payroll taxes due date | Dec. 31, 2021 | |||||
COVID-19 [Member] | Minimum [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Deferred employer payroll taxes | $ 1,900,000 | |||||
COVID-19 [Member] | Forecast | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of estimate payment delay of employer payroll taxes due | 50.00% | |||||
Estimates payment delay of employer payroll taxes due date | Dec. 31, 2022 | |||||
COVID-19 [Member] | Surf Expo Winter 2022 [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Insurance policy, coverage limit | 8,400,000 | |||||
COVID-19 [Member] | Surf Expo Summer 2022 [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Insurance policy, coverage limit | $ 6,500,000 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | Mar. 31, 2022 |
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 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue From Contract With Customer [Line Items] | |||
Held events description | hold 31 in-person events during the first quarter | ||
Current deferred revenues | $ 139.3 | $ 118.1 | |
Total deferred revenues | 139.5 | $ 118.3 | |
Revenue recognized | 84.7 | $ 5.4 | |
Cancelled event liabilities | $ 6.3 | 9.8 | |
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 | |
Trade Show and Conference Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Concentration risk, percentage | 89.00% | 43.40% | |
Trade Shows [Member] | COVID-19 [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Current deferred revenues | $ 1.1 | ||
Accounts receivable credits reclassified to cancelled event liabilities | $ 5.2 |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 98.5 | $ 12.9 |
Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 78.6 | 3.6 |
Other Events [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 9.1 | 1.9 |
Subscription Software and Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 4.2 | 2.3 |
Other Marketing Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 6.6 | 5.1 |
Commerce [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 56.7 | 5.7 |
Commerce [Member] | Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 54.2 | 3.6 |
Commerce [Member] | Other Events [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 0.5 | 0.9 |
Commerce [Member] | Other Marketing Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 2 | 1.2 |
Design, Creative and Technology [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 37.5 | 4.9 |
Design, Creative and Technology [Member] | Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 23.5 | |
Design, Creative and Technology [Member] | Other Events [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 8.6 | 1 |
Design, Creative and Technology [Member] | Subscription Software and Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 0.8 | |
Design, Creative and Technology [Member] | Other Marketing Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 4.6 | 3.9 |
All Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 4.3 | 2.3 |
All Other [Member] | Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 0.9 | |
All Other [Member] | Subscription Software and Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 3.4 | $ 2.3 |
Business Acquisition - Addition
Business Acquisition - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
MJ Biz [Member] | |
Business Acquisition [Line Items] | |
Increase in contingent consideration liability | $ 8.9 |
Business Acquisition - Summary
Business Acquisition - Summary of Purchase Price Allocation and Measurement Period Adjustment (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 513.9 | $ 514.2 |
MJ Biz [Member] | ||
Business Acquisition [Line Items] | ||
Trade and other receivables | 0.6 | |
Prepaid expenses | 0.1 | |
Goodwill | 119.8 | |
Intangible Assets | 33.3 | |
Deferred Revenues | (1.3) | |
Other current liabilities | (1.4) | |
Purchase price | 151.1 | |
MJ Biz [Member] | Previously Reported [Member] | ||
Business Acquisition [Line Items] | ||
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) | |
Purchase price | $ 142.2 | |
MJ Biz [Member] | Non-Cash Measurement Period Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | 6 | |
Intangible Assets | 2.9 | |
Purchase price | $ 8.9 |
Business Acquisition - Summar_2
Business Acquisition - Summary of Purchase Price Allocation and Measurement Period Adjustment (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Estimated contingent consideration liability | $ 42.9 | $ 36.2 |
MJ Biz [Member] | ||
Business Acquisition [Line Items] | ||
Increase in contingent consideration liability | 8.9 | |
Estimated contingent consideration liability | 32.9 | $ 24 |
MJ Biz [Member] | Commerce [Member] | ||
Business Acquisition [Line Items] | ||
Increase to goodwill | 6 | |
Increase in intangible assets | $ 2.9 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 10.6 | $ 9.6 |
Less: Accumulated depreciation | (6.2) | (5.9) |
Property and equipment, net | 4.4 | 3.7 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7.4 | 6.5 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3.2 | $ 3.1 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense related to property and equipment | $ 0.3 | $ 0.3 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | $ 523.6 | $ 520.1 |
Accumulated amortization | (297.4) | (283.4) |
Net carrying amount | 226.2 | 236.7 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 52.6 | 54.2 |
Net carrying amount | 52.6 | 54.2 |
Customer Relationships Intangibles [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 357 | 354.3 |
Accumulated amortization | (271.4) | (259.4) |
Net carrying amount | 85.6 | 94.9 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 84.4 | 84.2 |
Accumulated amortization | (13.4) | (12.2) |
Net carrying amount | 71 | 72 |
Acquired Technology [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 6.4 | 6.2 |
Accumulated amortization | (1.1) | (0.9) |
Net carrying amount | 5.3 | 5.3 |
Acquired Content [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 1.5 | 1.5 |
Accumulated amortization | (0.3) | (0.2) |
Net carrying amount | 1.2 | 1.3 |
Computer Software [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 18.5 | 13.8 |
Accumulated amortization | (11.2) | (10.7) |
Net carrying amount | 7.3 | 3.1 |
Capitalized Software in Progress [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 3.2 | 5.9 |
Net carrying amount | $ 3.2 | $ 5.9 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | Oct. 31, 2021USD ($) | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Amortization expense | $ 14 | $ 11.5 | |
Impairment of indefinite-lived intangible assets | $ 1.6 | ||
Number of reporting units | Segment | 1 | ||
Goodwill impairment charge | $ 6.3 | ||
Fair value of goodwill | $ 3.1 | $ 214.6 | |
New Reporting Unit [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Number of reporting units | Segment | 1 | ||
Goodwill impairment charge | $ 0.5 | ||
Maximum [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Percentage of fair value of reporting unit exceeding carry value | 5.00% | ||
Estimated future net cash flows discounted rate | 3.00% | ||
Weighted average cost of capital discount rate | 15.50% | ||
Minimum [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Estimated future net cash flows discounted rate | 0.00% | ||
Weighted average cost of capital discount rate | 12.80% | ||
Design, Creative and Technology [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Impairment of indefinite-lived intangible assets | $ 1.6 | ||
Goodwill impairment charge | 5.8 | ||
All Other [Member] | |||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||
Goodwill impairment charge | $ 0.5 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Mar. 31, 2022USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 40.7 |
2023 | 36.7 |
2024 | 18.5 |
2025 | 13.8 |
2026 | 9.9 |
Thereafter | 50.8 |
Estimated future amortization expense | $ 170.4 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Goodwill, balance | $ 514.2 |
Impairments | (6.3) |
Measurement period adjustment | 6 |
Goodwill, balance | 513.9 |
Commerce (Legacy) [Member] | |
Goodwill [Line Items] | |
Goodwill, balance | 337.5 |
Transfers | (337.5) |
Commerce [Member] | |
Goodwill [Line Items] | |
Transfers | 342.2 |
Measurement period adjustment | 6 |
Goodwill, balance | 348.2 |
Design, Creative and Technology [Member] | |
Goodwill [Line Items] | |
Transfers | 142.9 |
Impairments | (5.8) |
Goodwill, balance | 137.1 |
Design and Technology [Member] | |
Goodwill [Line Items] | |
Goodwill, balance | 133.7 |
Transfers | (133.7) |
All Other [Member] | |
Goodwill [Line Items] | |
Goodwill, balance | 43 |
Transfers | (13.9) |
Impairments | (0.5) |
Goodwill, balance | $ 28.6 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Current maturities | $ 5.7 | $ 5.7 |
Long-term debt, net of current maturities, debt discount and deferred financing fees | 509.8 | 510.9 |
Amended and Restated Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50% as of March 31, 2022 and December 31, 2021 (equal to 2.71% and 2.59% at March 31, 2022 and December 31, 2021, respectively) due 2024, net | $ 515.5 | $ 516.6 |
Debt - Summary of Long-Term D_2
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Parenthetical) (Detail) - Amended and Restated Term Loan Facility [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest rate | 2.71% | 2.59% |
Maturity year | 2024 | 2024 |
Term Loan Facility | $ 515.5 | $ 516.6 |
Unamortized discount | 1.2 | 1.4 |
Unamortized deferred financing fees | 1.6 | $ 1.7 |
Fair market value | $ 515.6 | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt maturity period | 7 years | |
Term Loan Facility | $ 565 | |
Security debt maturity date | May 22, 2024 | |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.50% | 2.50% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility - Additional Information (Detail) - USD ($) | 20 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Aug. 06, 2020 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Borrowings outstanding | $ 0 | $ 0 | |
Stand-by letters of credit | $ 1,000,000 | $ 1,000,000 | |
Revolving Credit Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.75% | ||
Revolving Credit Facility [Member] | ABR [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.75% | ||
Amended and Restated Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 2.50% | ||
Amended and Restated Revolving Credit Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.25% | ||
Amended and Restated Revolving Credit Facility [Member] | ABR [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.25% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 0.3 | $ 0.4 |
Total interest expense | 3.9 | 4 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense on senior secured term loan | 3.5 | 3.4 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility interest and commitment fees | $ 0.1 | $ 0.2 |
Debt - Covenants - Additional I
Debt - Covenants - Additional Information (Detail) - Revolving Credit Facility [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt Instrument [Line Items] | |
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35.00% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 10 |
First Lien [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 550.00% |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets at fair value | $ 254.4 | $ 231.2 |
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 42.9 | 36.2 |
Total liabilities at fair value | 43.3 | 36.6 |
Cash [Member] | ||
Assets | ||
Cash and cash equivalents | 44.7 | |
Money Market Mutual Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 209.7 | 209.7 |
Cash And Cash Equivalents [Member] | ||
Assets | ||
Cash and cash equivalents | 21.5 | |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Total assets at fair value | 254.4 | 231.2 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 42.9 | 36.2 |
Total liabilities at fair value | 43.3 | 36.6 |
Fair Value Measurements Recurring [Member] | Cash [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 44.7 | |
Fair Value Measurements Recurring [Member] | Money Market Mutual Funds [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 209.7 | 209.7 |
Fair Value Measurements Recurring [Member] | Cash And Cash Equivalents [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 21.5 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | $ 0.4 | $ 0.4 |
Contingent consideration | 36.3 | |
Contingent consideration | 6.6 | |
Other Noncurrent Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | $ 0.4 |
Fair Value Measurements and F_5
Fair Value Measurements and Financial Risk - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | $ 400,000 | $ 400,000 |
Contingent consideration on purchase price | 42,900,000 | 36,200,000 |
Selling, General and Administrative Expenses [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Remeasurement adjustments | 4,300,000 | |
G3 Communications, EDspaces, PlumRiver, Sue Bryce Education and MJBiz [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration on purchase price | 42,900,000 | 36,200,000 |
G3 Communications [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Remeasurement adjustments | 6,500,000 | |
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 | 42,700,000 | |
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 | 200,000 | |
Market-based Share Awards [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | 400,000 | $ 400,000 |
Employee right to receive restricted stock equal to maximum cash price | $ 9,800,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Detail) - USD ($) | Aug. 13, 2020 | Jul. 24, 2020 | Jun. 29, 2020 | Jun. 10, 2020 | Oct. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Temporary Equity And Shareholders Equity [Line Items] | ||||||||
Dividends paid or declared | $ 0 | $ 0 | ||||||
Repurchase of common stock | 900,000 | $ 1,200,000 | ||||||
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 | $ 900,000 | $ 1,200,000 | ||||||
Repurchase of common stock, shares | 255,584 | 202,208 | ||||||
Stock repurchase program, remaining authorized repurchase amount | $ 17,400,000 | |||||||
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] | ||||||||
Dividends payable to common stock | $ 0 | |||||||
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% | |||||||
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 | |||||||
Initial Private Placement [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||
Shares issued | 47,058,332 | |||||||
Aggregate purchase price per share | $ 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 accretion rate per annum | 7.00% | |||||||
Preferred stock, accretion | $ 7,800,000 | $ 7,200,000 | ||||||
Aggregate liquidation preference | $ 451,900,000 | |||||||
Preferred stock initial liquidation preference | $ 5.60 | |||||||
Number of shares issued upon conversion of preferred stock | 1.59 | |||||||
Initial conversion price per share | $ 3.52 | |||||||
Preferred stock, accretion of deemed dividend | $ 9,200,000 | $ 8,500,000 | ||||||
Rights Offering [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||
Shares issued | 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 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jan. 31, 2019USD ($)hshares | Jan. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Deferred tax benefit for stock-based compensation | $ 400,000 | $ 800,000 | ||||||
Market-based share awards liability | 400,000 | $ 400,000 | ||||||
Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 1,300,000 | 1,600,000 | ||||||
Unrecognized stock-based compensation expense | $ 10,200,000 | |||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 9 months 18 days | |||||||
Restricted Stock Units ("RSUs") [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 800,000 | 1,300,000 | ||||||
Unrecognized stock-based compensation expense | $ 4,100,000 | |||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 4 months 24 days | |||||||
Estimated shares of common stock granted | shares | 126,000 | |||||||
Weighted-average grant date fair value | $ / shares | $ 3.58 | |||||||
Market-based Share Awards [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 0 | $ 100,000 | ||||||
Employee right to receive restricted stock equal to maximum price | $ 4,900,000 | $ 4,900,000 | ||||||
Estimated weighted average conversion threshold | $ / shares | $ 21.08 | |||||||
Estimated shares of common stock issue upon conversion | shares | 78,041 | |||||||
Estimated shares of common stock granted | shares | 78,041 | |||||||
Weighted-average grant date fair value | $ / shares | $ 24.77 | |||||||
Market-based share awards liability | $ 400,000 | $ 400,000 | ||||||
Fair value at grant date | $ 800,000 | |||||||
Fair value of awards | $ 1,100,000 | |||||||
2019 Employee Stock Purchase Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of discount received | 10 | |||||||
Common stock, reserved for issuance | shares | 500,000 | |||||||
2019 Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of hours per week worked by employees for eligible | h | 20 | |||||||
Number of months of service to be completed for eligible | 6 months | |||||||
2019 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Amount of compensation | $ 150,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 14,403 | |
Number of Options, Granted | 390 | |
Number of Options, Forfeited | (171) | |
Number of Options Outstanding, Ending Balance | 14,622 | 14,403 |
Number of Options, Exercisable | 4,971 | |
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 8.10 | |
Weighted-Average Exercise Price per Option, Granted | 5.62 | |
Weighted-Average Exercise Price per Option, Forfeited | 8.58 | |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 8.03 | $ 8.10 |
Weighted-Average Exercise Price per Option, Exercisable | $ 10.91 | |
Weighted-Average Remaining Contractual Term, Outstanding Balance | 7 years 9 months 18 days | 8 years 1 month 6 days |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 10 months 24 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units ("RSUs") [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Unvested, Beginning Balance | shares | 1,358 |
Number of RSUs, Granted | shares | 126 |
Number of RSUs, Forfeited | shares | (39) |
Number of RSUs, Vested | shares | (472) |
Number of RSUs Unvested, Ending Balance | shares | 973 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ / shares | $ 8.13 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 3.58 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 11 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 8.11 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 7.45 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding (Detail) - Market-based Share Awards [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 57.50% |
Dividend yield | 0.00% |
Risk-free interest rate | 2.40% |
Weighted-average expected term (in years) | 3 years 9 months 18 days |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - 7% Series A Convertible Participating Preferred Stock [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Line Items] | ||
Preferred stock, shares outstanding | 71,442,407 | |
Convertible preferred stock, converted to common stock | 128,383,237 | |
Convertible preferred stock, percentage | 7.00% | |
Undistributed earnings attributable to Series A redeemable convertible preferred stock | $ 8,600,000 | $ 0 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Line Items] | ||
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. | $ 22.6 | $ (15.3) |
Accretion to redemption value of redeemable convertible preferred stock | (9.2) | (8.5) |
Participation rights on if-converted basis | (8.6) | |
Net gain (loss) and comprehensive gain (loss) attributable to Emerald Holding, Inc. common stockholders | $ 4.8 | $ (23.8) |
Weighted average common shares outstanding | 70,171 | 72,245 |
Basic income (loss) per share | $ 0.07 | $ (0.33) |
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders | $ 4.8 | $ (23.8) |
Dilutive effect of stock options | 109 | |
Diluted weighted average common shares outstanding | 70,280 | 72,245 |
Diluted income (loss) per share | $ 0.07 | $ (0.33) |
Anti-dilutive employee share awards excluded from diluted earnings per share calculation | 15,418 | 14,848 |
Redeemable Convertible Preferred Stock [Member] | ||
Earnings Per Share [Line Items] | ||
Accretion to redemption value of redeemable convertible preferred stock | $ (9.2) | $ (8.5) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. Corporate federal income tax rate | 21.00% | ||
(Benefit from) provision for income taxes | $ (2.2) | $ (8.3) | |
Effective income tax rates | (10.80%) | 35.20% | |
Liabilities for unrecognized tax benefits and associated interest and penalties | $ 0 | $ 0 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued event costs | $ 18.5 | $ 9.5 |
Accrued personnel costs | 14.1 | 16 |
Trade payables | 12 | 12 |
Other current liabilities | 9.4 | 9.2 |
Total accounts payable and other current liabilities | $ 54 | $ 46.7 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022SegmentBrandPortfolio | |
Segment Reporting Information [Line Items] | |
Number of operating segments, aggregated into reportable segments | 5 |
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 | 7 |
Number of executive brand portfolios | BrandPortfolio | 7 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Revenues | $ 98.5 | $ 12.9 |
Other Income | ||
Other income | 28.8 | 14.1 |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | 67.2 | 8.2 |
General corporate and other expenses | (12.8) | (10.9) |
Interest expense | (3.9) | (4) |
Goodwill impairment charge | (6.3) | |
Intangible asset impairment charge | (1.6) | |
Depreciation and amortization | (14.3) | (11.8) |
Stock-based compensation | (2.1) | (3) |
Deferred revenue adjustment | (0.2) | (0.9) |
Other items | (5.6) | (1.2) |
Income (loss) before income taxes | 20.4 | (23.6) |
Commerce [Member] | ||
Revenues | ||
Revenues | 56.7 | 5.7 |
Other Income | ||
Other income | 1.1 | 6.7 |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | 31.8 | 5.3 |
Design, Creative and Technology [Member] | ||
Revenues | ||
Revenues | 37.5 | 4.9 |
Other Income | ||
Other income | 27 | 6.9 |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | 37.7 | 2.1 |
Goodwill impairment charge | (5.8) | |
Intangible asset impairment charge | (1.6) | |
All Other [Member] | ||
Revenues | ||
Revenues | 4.3 | 2.3 |
Other Income | ||
Other income | 0.7 | 0.5 |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | (2.3) | $ 0.8 |
Goodwill impairment charge | $ (0.5) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 86.20% | ||
ASM Global [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 100,000 | |
ASM Global [Member] | Onex Partners V LP [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 49.00% | ||
ASM Global [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for catering services | $ 300,000 | $ 100,000 | |
Convex Group Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 100,000 | $ 0 | |
Convex Group Ltd [Member] | Onex Partners V LP [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 97.00% | ||
Convex Group Ltd [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for catering services | $ 300,000 | $ 0 |