Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | EEX | |
Entity Registrant Name | Emerald Holding, Inc. | |
Entity Central Index Key | 0001579214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 69,115,769 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-38076 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 42-1775077 | |
Entity Address, Address Line One | 100 Broadway | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 949 | |
Local Phone Number | 226-5700 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 181.7 | $ 231.2 |
Marketable securities | 50 | |
Trade and other receivables, net of allowances of $1.4 million and $1.2 million as of June 30, 2022 and December 31, 2021, respectively | 79.7 | 46.4 |
Prepaid expenses and other current assets | 17.7 | 12.5 |
Total current assets | 329.1 | 290.1 |
Noncurrent assets | ||
Property and equipment, net | 4.2 | 3.7 |
Intangible assets, net | 226.6 | 236.7 |
Goodwill | 537.5 | 514.2 |
Right-of-use lease assets | 14.7 | 15.1 |
Other noncurrent assets | 2.6 | 2.6 |
Total assets | 1,114.7 | 1,062.4 |
Current liabilities | ||
Accounts payable and other current liabilities | 66.2 | 48.3 |
Cancelled event liabilities | 4.4 | 9.8 |
Deferred revenues | 143.5 | 118.1 |
Contingent consideration | 32.7 | 5.1 |
Right-of-use lease liabilities, current portion | 4.7 | 4.7 |
Term loan, current portion | 5.7 | 5.7 |
Total current liabilities | 257.2 | 191.7 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 508.7 | 510.9 |
Deferred tax liabilities, net | 1.7 | 1.5 |
Right-of-use lease liabilities, noncurrent portion | 11.9 | 13.3 |
Other noncurrent liabilities | 7.5 | 32.1 |
Total liabilities | 787 | 749.5 |
Commitments and contingencies (Note 13) | ||
Stockholders’ deficit | ||
Common stock, $0.01 par value; authorized shares at June 30, 2022 and December 31, 2021: 800,000; 69,284 and 70,026 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 0.7 | 0.7 |
Additional paid-in capital | 634 | 653.2 |
Accumulated deficit | (759.5) | (774.9) |
Total stockholders’ deficit | (124.8) | (121) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,114.7 | 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 June 30, 2022 and December 31, 2021: 80,000; 71,417 and 71,442 issued and outstanding; aggregate liquidation preference of $459.7 million and $444.1 million at June 30, 2022 and December 31, 2021, respectively | $ 452.5 | $ 433.9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance - trade and other receivables, current | $ 1.4 | $ 1.2 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 69,284,000 | 70,026,000 |
Common stock, shares outstanding | 69,284,000 | 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 | 71,417,000 | 71,442,000 |
Temporary equity, share outstanding | 71,417,000 | 71,442,000 |
Temporary equity, liquidation preference | $ 459.7 | $ 444.1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 71,400,000 | $ 15,000,000 | $ 169,900,000 | $ 27,900,000 |
Other income, net | 8,100,000 | 2,300,000 | 31,800,000 | 16,400,000 |
Cost of revenues | 26,400,000 | 3,600,000 | 60,600,000 | 7,600,000 |
Selling, general and administrative expense | 32,300,000 | 33,100,000 | 78,900,000 | 63,900,000 |
Depreciation and amortization expense | 14,000,000 | 12,100,000 | 28,300,000 | 23,900,000 |
Goodwill impairment charge | 0 | 6,300,000 | ||
Intangible asset impairment charge | 1,600,000 | |||
Operating income (loss) | 6,800,000 | (31,500,000) | 26,000,000 | (51,100,000) |
Interest expense | 4,600,000 | 4,100,000 | 8,500,000 | 8,100,000 |
Income (loss) before income taxes | 2,200,000 | (35,600,000) | 17,500,000 | (59,200,000) |
Provision for income taxes | 2,900,000 | 10,900,000 | 2,100,000 | 2,600,000 |
Net (loss) income and comprehensive (loss) income | (700,000) | (46,500,000) | 15,400,000 | (61,800,000) |
Accretion to redemption value of redeemable convertible preferred stock | (9,600,000) | (8,800,000) | (18,800,000) | (17,300,000) |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (10,300,000) | $ (55,300,000) | $ (3,400,000) | $ (79,100,000) |
Basic loss per share | $ (0.15) | $ (0.77) | $ (0.05) | $ (1.10) |
Diluted loss per share | $ (0.15) | $ (0.77) | $ (0.05) | $ (1.10) |
Basic weighted average common shares outstanding | 69,816 | 71,938 | 70,007 | 72,091 |
Diluted weighted average common shares outstanding | 69,816 | 71,938 | 70,007 | 72,091 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ 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 | ||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 398.3 | ||||
Balance, shares at Dec. 31, 2020 | 72,195 | ||||
Stock-based compensation | 5.6 | 5.6 | |||
Stock-based compensation, shares | 226 | ||||
Issuance of common stock under equity plans, shares | 22 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (17.3) | (17.3) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 17.3 | ||||
Repurchase of common stock | (5.1) | (5.1) | |||
Repurchase of common stock, shares | (930) | ||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (3) | ||||
Redeemable convertible preferred stock conversion, shares | 5 | ||||
Net income (loss) and comprehensive income (loss) | (61.8) | (61.8) | |||
Balances at Jun. 30, 2021 | (82.4) | $ 0.7 | 673.9 | (757) | |
Temporary Equity, Balance, shares at Jun. 30, 2021 | 71,442 | ||||
Temporary Equity, Balance at Jun. 30, 2021 | $ 415.6 | ||||
Balance, shares at Jun. 30, 2021 | 71,518 | ||||
Balance at Dec. 31, 2020 | (3.8) | $ 0.7 | 690.7 | (695.2) | |
Temporary Equity, Balance, shares at Dec. 31, 2020 | 71,445 | ||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 398.3 | ||||
Balance, shares at Dec. 31, 2020 | 72,195 | ||||
Net income (loss) and comprehensive income (loss) | (79.7) | ||||
Balances at Dec. 31, 2021 | (121) | $ 0.7 | 653.2 | (774.9) | |
Temporary Equity, Balance, shares at Dec. 31, 2021 | 71,442 | ||||
Temporary Equity, Balance at Dec. 31, 2021 | $ 433.9 | ||||
Balance, shares at Dec. 31, 2021 | 70,026 | ||||
Balance at Mar. 31, 2021 | (25.9) | $ 0.7 | 683.9 | (710.5) | |
Temporary Equity, Balance, shares at Mar. 31, 2021 | 71,444 | ||||
Temporary Equity, Balance at Mar. 31, 2021 | $ 406.8 | ||||
Balance, shares at Mar. 31, 2021 | 72,274 | ||||
Stock-based compensation | 2.8 | 2.8 | |||
Stock-based compensation, shares | 17 | ||||
Issuance of common stock under equity plans, shares | 4 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (8.8) | (8.8) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 8.8 | ||||
Repurchase of common stock | (4) | (4) | |||
Repurchase of common stock, shares | (781) | ||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (2) | ||||
Redeemable convertible preferred stock conversion, shares | 4 | ||||
Net income (loss) and comprehensive income (loss) | (46.5) | (46.5) | |||
Balances at Jun. 30, 2021 | (82.4) | $ 0.7 | 673.9 | (757) | |
Temporary Equity, Balance, shares at Jun. 30, 2021 | 71,442 | ||||
Temporary Equity, Balance at Jun. 30, 2021 | $ 415.6 | ||||
Balance, shares at Jun. 30, 2021 | 71,518 | ||||
Balance at Dec. 31, 2021 | (121) | $ 0.7 | 653.2 | (774.9) | |
Temporary Equity, Balance, shares at Dec. 31, 2021 | 71,442 | ||||
Temporary Equity, Balance at Dec. 31, 2021 | $ 433.9 | ||||
Balance, shares at Dec. 31, 2021 | 70,026 | ||||
Stock-based compensation | 3.7 | 3.7 | |||
Stock-based compensation, shares | 345 | ||||
Issuance of common stock under equity plans, shares | 20 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (18.8) | (18.8) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 18.8 | ||||
Repurchase of common stock | (4.3) | (4.3) | |||
Repurchase of common stock, shares | (1,152) | ||||
Redeemable convertible preferred stock conversion | 0.2 | 0.2 | |||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (25) | ||||
Temporary Equity Redeemable convertible preferred stock conversion | $ 0.2 | ||||
Redeemable convertible preferred stock conversion, shares | 45 | ||||
Net income (loss) and comprehensive income (loss) | 15.4 | 15.4 | |||
Balances at Jun. 30, 2022 | (124.8) | $ 0.7 | 634 | (759.5) | |
Temporary Equity, Balance, shares at Jun. 30, 2022 | 71,417 | ||||
Temporary Equity, Balance at Jun. 30, 2022 | $ 452.5 | ||||
Balance, shares at Jun. 30, 2022 | 69,284 | ||||
Balance at Mar. 31, 2022 | (112.9) | $ 0.7 | 645.2 | (758.8) | |
Temporary Equity, Balance, shares at Mar. 31, 2022 | 71,442 | ||||
Temporary Equity, Balance at Mar. 31, 2022 | $ 443.1 | ||||
Balance, shares at Mar. 31, 2022 | 70,130 | ||||
Stock-based compensation | 1.5 | 1.5 | |||
Stock-based compensation, shares | 5 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (9.6) | (9.6) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 9.6 | ||||
Repurchase of common stock | (3.3) | (3.3) | |||
Repurchase of common stock, shares | (896) | ||||
Redeemable convertible preferred stock conversion | 0.2 | 0.2 | |||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (25) | ||||
Temporary Equity Redeemable convertible preferred stock conversion | $ 0.2 | ||||
Redeemable convertible preferred stock conversion, shares | 45 | ||||
Net income (loss) and comprehensive income (loss) | (0.7) | (0.7) | |||
Balances at Jun. 30, 2022 | $ (124.8) | $ 0.7 | $ 634 | $ (759.5) | |
Temporary Equity, Balance, shares at Jun. 30, 2022 | 71,417 | ||||
Temporary Equity, Balance at Jun. 30, 2022 | $ 452.5 | ||||
Balance, shares at Jun. 30, 2022 | 69,284 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Operating activities | ||||||
Net income (loss) | $ 15,400,000 | $ (61,800,000) | $ (79,700,000) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Stock-based compensation expense | $ 1,600,000 | $ 2,800,000 | 3,700,000 | 5,800,000 | ||
Provision for credit losses | 200,000 | 200,000 | ||||
Depreciation and amortization | 14,000,000 | 12,100,000 | 28,300,000 | 23,900,000 | ||
Goodwill impairment | 0 | $ 6,300,000 | 6,300,000 | |||
Intangible asset impairment charge | 1,600,000 | |||||
Non-cash operating lease expense | 1,600,000 | 1,600,000 | ||||
Amortization of deferred financing fees and debt discount | 300,000 | 400,000 | 600,000 | 800,000 | ||
Remeasurement of contingent consideration | (5,800,000) | 1,500,000 | ||||
Deferred income taxes | 200,000 | 1,900,000 | ||||
Changes in operating assets and liabilities: | ||||||
Trade and other receivables | (29,600,000) | (10,900,000) | ||||
Insurance receivables | 17,800,000 | |||||
Prepaid expenses and other current assets | (5,900,000) | (5,600,000) | ||||
Other noncurrent assets | (100,000) | 400,000 | ||||
Accounts payable and other current liabilities | 14,800,000 | 2,200,000 | 20,800,000 | |||
Cancelled event liabilities | (5,400,000) | (17,400,000) | ||||
Contingent consideration | (2,100,000) | |||||
Income tax payable | 1,600,000 | 700,000 | ||||
Deferred revenues | 22,200,000 | 70,000,000 | ||||
Operating lease liabilities | (2,700,000) | (1,000,000) | ||||
Other noncurrent liabilities | 300,000 | (3,400,000) | ||||
Net cash provided by operating activities | 45,200,000 | 26,700,000 | 90,000,000 | |||
Investing activities | ||||||
Acquisition of businesses | (28,400,000) | (7,000,000) | ||||
Purchase of marketable securities | 50,000,000 | |||||
Purchases of property and equipment | (1,100,000) | (600,000) | ||||
Purchases of intangible assets | (3,800,000) | (1,700,000) | ||||
Net cash used in investing activities | (83,300,000) | (9,300,000) | ||||
Financing activities | ||||||
Payment of deferred consideration for acquisition of businesses | (2,000,000) | |||||
Payment of contingent consideration for acquisition of businesses | (4,400,000) | |||||
Repayment of principal on term loan | (2,800,000) | (2,800,000) | ||||
Fees paid for revolving credit facility extension | (100,000) | |||||
Repurchase of common stock | (4,300,000) | (5,100,000) | ||||
Proceeds from issuance of common stock | 100,000 | 100,000 | ||||
Net cash used in financing activities | (11,400,000) | (9,900,000) | ||||
Net increase (decrease) in cash and cash equivalents | (49,500,000) | 7,500,000 | ||||
Cash and cash equivalents | ||||||
Beginning of period | $ 231,200,000 | 231,200,000 | 295,300,000 | 295,300,000 | ||
End of period | $ 181,700,000 | $ 302,800,000 | $ 181,700,000 | $ 302,800,000 | $ 231,200,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 and six months ended June 30, 2022 reflect the updated segment presentation discussed below in Note 15 “ Segment Information Revision of Previously Issued Financial Statements In conjunction with the Company’s close process for the second quarter of 2022, management identified an immaterial error relating to a payment due to a third party as a result of the Company’s recognition of insurance claim proceeds associated with a cancelled event in 2021 as a result of COVID-19. Management determined that upon recognition of the insurance proceeds during December of 2021, the Company did not appropriately record a liability in the amount of , representing the portion of the insurance proceeds that were payable to the third party. The failure to accrue this payment due to the third party resulted in Cost of revenues and Accounts payable and other current liabilities being understated by $1.6 million. Management evaluated the impact of this error on the Company’s Q4 and full year 2021 consolidated financial statements and determined that the consolidated financial statements were not materially misstated. However, in order to correctly state equity , the December 31, 2021 stockholders’ deficit has been corrected to reflect the impact of this immaterial error. The following tables reflect the impact of the revision to the specific line items presented in the Company’s previously reported consolidated financial statements as of and for the year-ended December 31, 2021 (dollars in millions, share data in thousands except earnings per share and share par value): Consolidated Balance Sheet December 31, 2021 (dollars in millions, share data in thousands, except par value) As Originally Reported Adjustments As Revised Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit Current liabilities Accounts payable and other current liabilities $ 46.7 $ 1.6 $ 48.3 Total current liabilities 190.1 1.6 191.7 Total liabilities 747.9 1.6 749.5 Accumulated deficit (773.3 ) (1.6 ) (774.9 ) Total stockholders’ deficit (119.4 ) (1.6 ) (121.0 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 1,062.4 — $ 1,062.4 Year ended December 31, 2021 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) As Originally Reported Adjustments As Revised (dollars in millions, share data in thousands except earnings per share) Cost of revenues 55.5 1.6 57.1 Operating loss (63.1 ) (1.6 ) (64.7 ) Loss before income taxes (79.4 ) (1.6 ) (81.0 ) Net loss and comprehensive loss (78.1 ) (1.6 ) (79.7 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (113.7 ) $ (1.6 ) $ (115.3 ) Basic loss per share $ (1.59 ) $ (0.03 ) $ (1.62 ) Diluted loss per share $ (1.59 ) $ (0.03 ) $ (1.62 ) Basic weighted average common shares outstanding 71,309 71,309 71,309 Diluted weighted average common shares outstanding 71,309 71,309 71,309 Year ended December 31, 2021 Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders' Deficit As Originally Reported Adjustments As Revised (in millions) Net loss and comprehensive loss attributable to: Accumulated deficit $ (773.3 ) $ (1.6 ) $ (774.9 ) Total stockholders’ deficit (119.4 ) (1.6 ) (121.0 ) Consolidated Statement of Cash Flows Year ended December 31, 2021 (in millions) As Originally Reported Adjustments As Revised Operating activities Net loss $ (78.1 ) $ (1.6 ) $ (79.7 ) Changes in operating assets and liabilities: Accounts payable and other current liabilities 19.2 1.6 20.8 Net cash provided by operating activities 90.0 — 90.0 There was no impact on cash flows from investing or financing activities. The accompanying applicable Notes have been updated to reflect the revision for the year-ended December 31, 2021. 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 States and throughout the world significantly impacted Emerald’s business from mid-March 2020 through the end of fiscal year 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 59 in-person events during the first half of the year, serving more than 203,000 attendees and 9,350 exhibiting companies. While the Company has been able to resume its full schedule of events in 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 $166.3 million and $182.1 million, respectively. Other income, net 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 $148.6 million and $67.5 million, respectively. During the three and six months ended June 30, 2022, the Company recorded other income, net of $8.1 million and $31.8 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. All of the other income, net for the first half of 2022 was received during the period. During each of the three and six months ended June 30, 2021, the Company recorded other income, net of $2.3 million and $16.4 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. All of the other income, net for the first half of 2021 was received during the period. Outstanding claims are subject to review and adjustment and there is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policy. 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. As of June 30, 2022, the Company had $516.8 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 June 30, 2022, the Company had cash and cash equivalents of $181.7 million. As of June 30, 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. Marketable Securities The Company marketable securities consist of certificates of deposit with financial institutions with maturities over three months and up to one year. The Company invests its marketable securities in high-quality commercial financial instruments. The Company believes it is not exposed to significant credit risk on its marketable securities. 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 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 June 30, 2022 and as such are referred to as “All Other”. Refer to Note 15, Segment Information |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 end of fiscal year 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 59 in-person events during the first half 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 83.8% and 26.0% of total revenues for the three months ended June 30, 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 June 30, 2022, cancelled event liabilities of $4.4 million represents $0.8 million of deferred revenues for cancelled trade shows and $3.6 million of related accounts receivable reclassified to cancelled event liabilities in the condensed consolidated balance sheets. As of December 31, 2021, cancelled event liabilities of $9.8 million represents $5.6 million of deferred revenues for cancelled trade shows and $4.2 million of related accounts receivable reclassifed 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 one-year 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 ( 1) Design, Creative, and Technology ( 1) All Other ( 1) Total Three Months Ended June 30, 2022 (in millions) Trade shows $ 18.0 $ 31.9 $ 0.6 $ 50.5 Other events — 9.3 — 9.3 Subscription software and services — 0.8 3.5 4.3 Other marketing services 1.7 5.6 — 7.3 Total revenues $ 19.7 $ 47.6 $ 4.1 $ 71.4 Three Months Ended June 30, 2021 Trade shows $ 2.0 $ — $ — $ 2.0 Other events 0.5 1.4 — 1.9 Subscription software and services — 0.5 2.9 3.4 Other marketing services 1.3 6.4 — 7.7 Total revenues $ 3.8 $ 8.3 $ 2.9 $ 15.0 Six Months Ended June 30, 2022 Trade shows $ 72.2 $ 55.4 $ 1.5 $ 129.1 Other events 0.5 17.9 — 18.4 Subscription software and services — 1.6 6.9 8.5 Other marketing services 3.7 10.2 — 13.9 Total revenues $ 76.4 $ 85.1 $ 8.4 $ 169.9 Six Months Ended June 30, 2021 Trade shows $ 5.6 $ — $ — $ 5.6 Other events 1.5 2.4 — 3.9 Subscription software and services — 0.5 5.2 5.7 Other marketing services 2.4 10.3 — 12.7 Total revenues $ 9.5 $ 13.2 $ 5.2 $ 27.9 (1) Current year segment disclosures reflect the new reportable segment structure 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 and six months ended June 30, 2022 and 2021, were not material. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Acquisition | 4 . 2022 Acquisition Advertising Week In furtherance of the Company’s strategy to provide year-round engagement, the Company executed an asset purchase agreement on June 21, 2022 to acquire all the assets and assume certain liabilities of the business known as Advertising Week from Stillwell Partners for a total estimated purchase price of $34.3 million, which included an initial cash payment of $28.4 million and contingent consideration with an estimated fair value of $5.9 million. Advertising Week is a global event and thought leadership platform focused on marketing, media, technology, and culture. The acquisition was financed with cash from operations. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates. Identified intangible assets associated with Advertising Week included trade name, customer relationship and content intangible assets of $5.4 million, $5.9 million and $1.1 million, respectively. The weighted-average amortization period of the trade names acquired was 15.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 10.0 years, based on the expected pattern of economic benefit used to calculate their fair value. The weighted-average amortization period of the content intangible assets acquired was 7.0 years. There is no assumed residual value for the acquired content, trade names, customer relationships. The contingent consideration liability related to the acquisition of Advertising Week of $5.9 million, consists of two potential payments, the 2023 payment and the 2026 payment. The 2023 payment is a based on a multiple of 2023 EBITDA growth from a specified EBITDA target and will be settled in the second quarter of 2024. The 2026 payment is based on a range of multiples, which are dependent upon the acquisition’s 5-year compounded annual EBITDA growth rate from 2021 through 2026, being applied to the average annual EBITDA growth in calendar years 2024, 2025 and 2026, from a specified EBITDA target, less the 2023 payment. The 2026 payment will be settled in the second quarter of 2027. External acquisition costs of $0.6 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of income (loss) and comprehensive income (loss). The revenue, expenses or net income (loss) generated from the acquisition of Advertising Week during three and six months ended June 30, 2022 was not material. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The primary tasks that are required to be completed include validation of business level forecasts, customer attrition rates and acquired working capital balances. The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date: (in millions) June 21, 2022 Trade and other receivables $ 3.8 Prepaid expenses and other current assets 0.3 Goodwill 23.6 Intangible assets 12.4 Right-of-use lease asset 1.2 Accounts payable and other current liabilities (2.7 ) Deferred revenues (3.1 ) Right-of-use lease liability (1.2 ) Purchase price, including working capital adjustment $ 34.3 2021 Acquisition 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 June 30, 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 June 30,2022, 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. Supplemental Pro-Forma Information Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2022 acquisitions had occurred at the beginning of 2021, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable and reflects amortization of intangible assets as a result of the acquisitions. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events. Three Months Ended June 30, Six Months Ended June 30, 2022 2022 (in millions) (Unaudited) Pro-forma revenues Advertising Week $ 5.3 $ 5.5 Emerald revenue 71.4 169.9 Total pro-forma revenues $ 76.7 $ 175.4 Pro-forma net (loss) income Advertising Week $ — $ (0.7 ) Emerald net (loss) income (0.7 ) 15.4 Total pro-forma net (loss) income $ (0.7 ) $ 14.7 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net, consisted of the following: (in millions) June 30, 2022 December 31, 2021 Furniture, equipment and other $ 7.5 $ 6.5 Leasehold improvements 3.2 3.1 10.7 9.6 Less: Accumulated depreciation (6.5 ) (5.9 ) Property and equipment, net $ 4.2 $ 3.7 Depreciation expense related to property and equipment for the three and six months ended June 30, 2022 was $0.3 and $0.6 million, respectively. Depreciation expense related to property and equipment for the three and six months ended June 30, 2021 was $0.3 million and $0.6 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 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 June 30, 2022 $ 52.6 $ 362.9 $ 89.9 $ 6.4 $ 2.6 $ 19.2 $ 4.1 $ 537.7 Accumulated amortization — (283.2 ) (14.6 ) (1.4 ) (0.4 ) (11.5 ) — (311.1 ) Net carrying amount at June 30, 2022 $ 52.6 $ 79.7 $ 75.3 $ 5.0 $ 2.2 $ 7.7 $ 4.1 $ 226.6 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 and six months ended June 30, 2022 was $13.7 million and $27.7 million, respectively. Amortization expense for the three and six months ended June 30, 2021 was $11.8 million and $23.3 million, respectively. Estimated future amortization expense as of June 30, 2022: (in millions) June 30, 2022 2022 $ 27.7 2023 38.0 2024 19.8 2025 15.1 2026 11.1 Thereafter 58.2 $ 169.9 Impairment of Indefinite-Lived Intangible Assets During the first quarter of 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 six months ended June 30, 2022. During the three months ended June 30, 2022, 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 second quarter of 2022. During the three and six months ended June 30, 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 and second quarters of 2021. Impairment of Long-Lived Assets Other than Goodwill During the three and six months ended June 30, 2022 and 2021, 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 or second quarters of 2022 or 2021. 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 Acquired goodwill — — — 23.6 — 23.6 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 June 30, 2022 $ — $ 348.2 $ — $ 160.7 $ 28.6 $ 537.5 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 was 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 unit exceeded their respective fair values, resulting in a goodwill impairment of $6.3 million during the three months ended March 31, 2022. 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% to 15.5% . During the three months ended June 30, 2022 management determined there was no triggering event. As such, no goodwill impairment charges were recognized during the three months ended June 30, 2022. The Company recorded total goodwill impairment of $5.8 million and $0.5 million for the six months ended June 30, 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 and six months ended June 30, 2021, management determined there was no triggering event. As such, no quantitative assessment for impairment was required during the first and second quarters of 2021. |
Debt
Debt | 6 Months Ended |
Jun. 30, 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) June 30, 2022 December 31, 2021 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50 as of June 30, 2022, and December 31, 2021 (equal to 3.56% and 2.59% at June 30, 2022 and December 31, 2021, respectively) due 2024, net (a) $ 514.4 $ 516.6 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 508.7 $ 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 June 30, 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 June 30, 2022 and December 31, 2021. Interest Expense Interest expense reported in the condensed consolidated statements of income (loss) and comprehensive income (loss) consists of the following: Three months ended June 30, Six months ended June 30, (in millions) 2022 2021 2022 2021 Senior secured term loan $ 4.1 $ 3.6 $ 7.6 $ 7.0 Non-cash interest for amortization of debt discount and debt issuance costs 0.3 0.4 0.6 0.8 Revolving credit facility interest and commitment fees 0.2 0.1 0.3 0.3 Total interest expense $ 4.6 $ 4.1 $ 8.5 $ 8.1 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Risk | 8 . As of June 30, 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 (a) $ 181.7 $ 131.7 $ 50.0 $ — Marketable securities (b) 50.0 — 50.0 — Total assets at fair value $ 231.7 $ 131.7 $ 100.0 $ — Liabilities Market-based share awards liability (c) $ 0.5 $ — $ — $ 0.5 Contingent consideration (c) 39.2 — — 39.2 Total liabilities at fair value $ 39.7 $ — $ — $ 39.7 (a ) The Company’s cash and cash equivalents include $100.5 million of money market mutual funds and $50.0 million of certificates of deposit with maturities of 90 days or less. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. The certificates of deposits with maturities of 90 days or less are not traded in active markets and are classified as Level 2 assets. The certificates of deposits with maturities of 90 days or less are reported at fair values of these assets as of the reporting date. (b) The Company’s marketable securities consist of certificates of deposits with maturities of greater than 90 days are not traded in active markets and are classified as Level 2 assets. The marketable securities are reported at fair values of these assets as of the reporting date. ( c ) The market-based share awards liability of $0.5 million as of June 30, 2022 is included within other noncurrent liabilities in the condensed consolidated balance sheet. 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 Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on 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. Marketable Securities As part of the Company’s cash management strategy, the Company holds high credit quality marketable securities that are available to support the Company’s current operations. The Company's certificates of deposit with maturities of greater than 90 days are classified as available for sale and are not traded in active markets. Therefore, the certificates of deposit are classified as Level 2 assets. These certificates of deposit are reported at fair value. Level 2 marketable securities in the fair value hierarchy were based on unadjusted quoted prices. Market-based Share Awards The market-based share awards liability of $0.5 million and $0.4 million as of June 30, 2022 and December 31, 2021, respectively, 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 Contingent Consideration As of June 30, 2022 June 30, 2022 Business Acquisitions The Company paid $6.5 million in contingent consideration during the first quarter of 2022 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 | 6 Months Ended |
Jun. 30, 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 w ere 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 or second 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, 2021, subject to early termination or extension by the Board. In October 2021, the Company’s Board approved extension and expansion of the October 2020 Share Repurchase Program, which allows for the repurchase of $20.0 million of our Common Stock through December 31, 2022. The share repurchase program may be suspended or discontinued at any time without notice. The Company repurchased 982,622 shares and 1,238,206 shares for $3.4 million and $4.3 million during the three and six months ended June 30, 2022, respectively. The Company repurchased 726,895 shares and 929,103 shares for $3.9 million and $5.1 million during the three and six months ended June 30, 2021, respectively. There was $14.0 million remaining available for share repurchases under the October 2020 Share Repurchase Program as of June 30, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 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 $1.0 million for the three and six months ended June 30, 2022, respectively. The related deferred tax benefit for stock -based compensation recognized was $0.7 million and $1.4 million for the three and six months ended June 30, 2021. 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 $0.9 million and $2.2 million for the three and six months ended June 30, 2022, respectively. The Company recognized stock-based compensation expense relating to stock option activity of $1.7 million and $3.3 million for the three and six months ended June 30, 2021, respectively. Stock option activity for the six months ended June 30, 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 480 5.63 Exercised — — Forfeited (445 ) 9.97 Outstanding at June 30, 2022 $ 14,438 $ 7.96 7.7 $ 89.1 Exercisable at June 30, 2022 4,744 $ 10.89 6.0 $ — The aggregate intrinsic value is the amount by which the fair value of the Company’s common stock exceeded the exercise price of the options as of the close of trading hours on the New York Stock Exchange on June 30, 2022 for those options for which the market price was in excess of the exercise price. There was a total of $9.3 million unrecognized stock-based compensation expense at June 30, 2022 related to unvested stock options expected to be recognized over a weighted-average period of 2.65 years. Restricted Stock Units (“RSUs”) The Company periodically grants RSUs that contain service and, in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three and six months ended June 30, 2022 was $0.6 million and $1.4 million, respectively. Stock-based compensation expense relating to RSU activity recognized in the three and six months ended June 30, 2021 was $1.1 million and $2.4 million, respectively. There was a total of $3.0 million of unrecognized stock-based compensation expense at June 30, 2022 related to unvested RSUs expected to be recognized over a weighted-average period of 2.2 years. RSU activity for the three months ended June 30, 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 (38 ) 10.92 Vested (479 ) 8.16 Unvested balance, June 30, 2022 967 $ 8.13 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 June 30, 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 have a weighted-average grant date fair value of $24.77 per share. As of June 30, 2022 and December 31, 2021, the liability for these awards was $0.5 million and $0.4 million, respectively, 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 $0.1 million for the three and six months ended June 30, 2022. The Company recognized stock-based compensation expense relating to performance-based market condition share awards of zero and $0.1 million during the three and six months ended June 30, 2021, respectively. The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at June 30, 2022 were as follows: June 30, 2022 Expected volatility 56.04% Dividend yield 0.00% Risk-free interest rate 3.03% Weighted-average expected term (in years) 3.8 The weighted-average expected term of the Company’s performance-based market condition share awards is the weighted-average of the derived service periods for the share awards. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions, share data in thousands except earnings per share) 2022 2021 2022 2021 Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. $ (0.7 ) $ (46.5 ) $ 15.4 $ (61.8 ) Accretion to redemption value of redeemable convertible preferred stock (9.6 ) (8.8 ) (18.8 ) (17.3 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (10.3 ) $ (55.3 ) $ (3.4 ) $ (79.1 ) Weighted average common shares outstanding 69,816 71,938 70,007 72,091 Basic loss per share $ (0.15 ) $ (0.77 ) $ (0.05 ) $ (1.10 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (10.3 ) $ (55.3 ) $ (3.4 ) $ (79.1 ) Diluted weighted average common shares outstanding 69,816 71,938 70,007 72,091 Diluted loss per share $ (0.15 ) $ (0.77 ) $ (0.05 ) $ (1.10 ) Anti-dilutive employee share awards excluded from diluted earnings per share calculation 15,261 16,221 15,219 16,228 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . The Company determined its interim income tax provision for Q2 2022 by applying the actual year-to-date effective tax rate to income before taxes for the period as the Company was not able to make a reliable estimate of the annual effective tax rate for the fiscal year. This discrete-period approach is an exception to the use of an estimated annual effective tax rate for the full fiscal year and permissible under ASC 740-270. In determining the full year effective tax rate estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax income (loss). Significant judgment is exercised in determining the income tax provision due to transactions, credits and estimates where the ultimate tax determination is uncertain. The Company’s U.S. federal statutory corporate income tax rate was 21% as of June 30, 2022. For the three and six months ended June 30, 2022, the Company recorded provision for income taxes of $2.9 million and $2.1 million, respectively, which resulted in an effective tax rate of 125.5% and 11.1%, respectively. The differences between the U.S. federal statutory and effective tax rates before discrete items are primarily attributable to changes in valuation allowances, nondeductible officer compensation and goodwill impairment. For the three and six months ended June 30, 2021, the Company recorded provision for income taxes of $10.9 million and $2.6 million, respectively, which resulted in effective tax rates of negative 30.5% and negative 4.3% respectively. Liabilities for unrecognized tax benefits and associated interest and penalties were zero as of June 30, 2022 and December 31, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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) June 30, 2022 December 31, 2021 Accrued event costs $ 15.5 $ 9.5 Accrued personnel costs 17.9 16.0 Trade payables 15.3 12.0 Other current liabilities 17.5 10.8 Total accounts payable and other current liabilities $ 66.2 $ 48.3 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 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, net, and Adjusted EBITDA to net income (loss): Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 (1) 2022 2021 (1) Revenues Commerce $ 19.7 $ 3.8 $ 76.4 $ 9.5 Design, Creative, and Technology 47.6 8.3 85.1 13.2 All Other 4.1 2.9 8.4 5.2 Total revenues $ 71.4 $ 15.0 $ 169.9 $ 27.9 Other Income, net Commerce $ 4.5 $ — $ 5.6 $ 6.7 Design, Creative, and Technology 3.4 2.3 25.3 9.2 All Other 0.2 — 0.9 0.5 Total other income, net $ 8.1 $ 2.3 $ 31.8 $ 16.4 Adjusted EBITDA Commerce $ 10.0 $ (2.5 ) $ 41.8 $ 2.7 Design, Creative, and Technology 21.9 0.8 54.5 3.0 All Other (2.7 ) (0.3 ) (5.0 ) 0.3 Subtotal Adjusted EBITDA $ 29.2 $ (2.0 ) $ 91.3 $ 6.0 General corporate and other expenses $ (13.6 ) $ (11.6 ) $ (26.4 ) $ (22.3 ) Interest expense (4.6 ) (4.1 ) (8.5 ) (8.1 ) Goodwill impairment charge — — (6.3 ) — Intangible asset impairment charge — — (1.6 ) — Depreciation and amortization (14.0 ) (12.1 ) (28.3 ) (23.9 ) Stock-based compensation (1.6 ) (2.8 ) (3.7 ) (5.8 ) Deferred revenue adjustment (0.2 ) (0.2 ) (0.4 ) (1.1 ) Other items 7.0 (2.8 ) 1.4 (4.0 ) Income (loss) before income taxes $ 2.2 $ (35.6 ) $ 17.5 $ (59.2 ) (1) Segment disclosures for the current and prior year 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 June 30, 2022 and 2021. For the three months ended June 30, 2022 and 2021, substantially all revenues were derived from transactions in the United States. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 6 . Investment funds affiliated with Onex Corporation owned |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | 17. Bulletin Acquisition On July 11, 2022, the Company acquired the associated assets and liabilities of Bulletin Inc., a wholesale marketplace, for purchase price consideration of approximately $9.0 million plus future contingent payments based on business performance. The Company funded this transaction with cash from operations. The initial accounting and fair value measurements of assets acquired and liabilities assumed necessary to develop the purchase price allocation has not been completed. Insurance Litigation Settlement On August 3, 2022, the Company reached an agreement with the underwriters of certain of its event cancellation insurance policies to settle outstanding litigation relating to 2020 and 2021 coverage under those policies. As a result, the Company expects to record the proceeds of $148.54 million as Other income, net during the third quarter of 2022. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 and six months ended June 30, 2022 reflect the updated segment presentation discussed below in Note 15 “ Segment Information Revision of Previously Issued Financial Statements In conjunction with the Company’s close process for the second quarter of 2022, management identified an immaterial error relating to a payment due to a third party as a result of the Company’s recognition of insurance claim proceeds associated with a cancelled event in 2021 as a result of COVID-19. Management determined that upon recognition of the insurance proceeds during December of 2021, the Company did not appropriately record a liability in the amount of , representing the portion of the insurance proceeds that were payable to the third party. The failure to accrue this payment due to the third party resulted in Cost of revenues and Accounts payable and other current liabilities being understated by $1.6 million. Management evaluated the impact of this error on the Company’s Q4 and full year 2021 consolidated financial statements and determined that the consolidated financial statements were not materially misstated. However, in order to correctly state equity , the December 31, 2021 stockholders’ deficit has been corrected to reflect the impact of this immaterial error. The following tables reflect the impact of the revision to the specific line items presented in the Company’s previously reported consolidated financial statements as of and for the year-ended December 31, 2021 (dollars in millions, share data in thousands except earnings per share and share par value): Consolidated Balance Sheet December 31, 2021 (dollars in millions, share data in thousands, except par value) As Originally Reported Adjustments As Revised Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit Current liabilities Accounts payable and other current liabilities $ 46.7 $ 1.6 $ 48.3 Total current liabilities 190.1 1.6 191.7 Total liabilities 747.9 1.6 749.5 Accumulated deficit (773.3 ) (1.6 ) (774.9 ) Total stockholders’ deficit (119.4 ) (1.6 ) (121.0 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 1,062.4 — $ 1,062.4 Year ended December 31, 2021 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) As Originally Reported Adjustments As Revised (dollars in millions, share data in thousands except earnings per share) Cost of revenues 55.5 1.6 57.1 Operating loss (63.1 ) (1.6 ) (64.7 ) Loss before income taxes (79.4 ) (1.6 ) (81.0 ) Net loss and comprehensive loss (78.1 ) (1.6 ) (79.7 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (113.7 ) $ (1.6 ) $ (115.3 ) Basic loss per share $ (1.59 ) $ (0.03 ) $ (1.62 ) Diluted loss per share $ (1.59 ) $ (0.03 ) $ (1.62 ) Basic weighted average common shares outstanding 71,309 71,309 71,309 Diluted weighted average common shares outstanding 71,309 71,309 71,309 Year ended December 31, 2021 Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders' Deficit As Originally Reported Adjustments As Revised (in millions) Net loss and comprehensive loss attributable to: Accumulated deficit $ (773.3 ) $ (1.6 ) $ (774.9 ) Total stockholders’ deficit (119.4 ) (1.6 ) (121.0 ) Consolidated Statement of Cash Flows Year ended December 31, 2021 (in millions) As Originally Reported Adjustments As Revised Operating activities Net loss $ (78.1 ) $ (1.6 ) $ (79.7 ) Changes in operating assets and liabilities: Accounts payable and other current liabilities 19.2 1.6 20.8 Net cash provided by operating activities 90.0 — 90.0 There was no impact on cash flows from investing or financing activities. The accompanying applicable Notes have been updated to reflect the revision for the year-ended December 31, 2021. |
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 States and throughout the world significantly impacted Emerald’s business from mid-March 2020 through the end of fiscal year 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 59 in-person events during the first half of the year, serving more than 203,000 attendees and 9,350 exhibiting companies. While the Company has been able to resume its full schedule of events in 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 $166.3 million and $182.1 million, respectively. Other income, net 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 $148.6 million and $67.5 million, respectively. During the three and six months ended June 30, 2022, the Company recorded other income, net of $8.1 million and $31.8 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. All of the other income, net for the first half of 2022 was received during the period. During each of the three and six months ended June 30, 2021, the Company recorded other income, net of $2.3 million and $16.4 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. All of the other income, net for the first half of 2021 was received during the period. Outstanding claims are subject to review and adjustment and there is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policy. 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. As of June 30, 2022, the Company had $516.8 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 June 30, 2022, the Company had cash and cash equivalents of $181.7 million. As of June 30, 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. |
Marketable Securities | Marketable Securities The Company marketable securities consist of certificates of deposit with financial institutions with maturities over three months and up to one year. The Company invests its marketable securities in high-quality commercial financial instruments. The Company believes it is not exposed to significant credit risk on its marketable securities. |
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 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 June 30, 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 end of fiscal year 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 59 in-person events during the first half 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 83.8% and 26.0% of total revenues for the three months ended June 30, 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 June 30, 2022, cancelled event liabilities of $4.4 million represents $0.8 million of deferred revenues for cancelled trade shows and $3.6 million of related accounts receivable reclassified to cancelled event liabilities in the condensed consolidated balance sheets. As of December 31, 2021, cancelled event liabilities of $9.8 million represents $5.6 million of deferred revenues for cancelled trade shows and $4.2 million of related accounts receivable reclassifed 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 one-year 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 ( 1) Design, Creative, and Technology ( 1) All Other ( 1) Total Three Months Ended June 30, 2022 (in millions) Trade shows $ 18.0 $ 31.9 $ 0.6 $ 50.5 Other events — 9.3 — 9.3 Subscription software and services — 0.8 3.5 4.3 Other marketing services 1.7 5.6 — 7.3 Total revenues $ 19.7 $ 47.6 $ 4.1 $ 71.4 Three Months Ended June 30, 2021 Trade shows $ 2.0 $ — $ — $ 2.0 Other events 0.5 1.4 — 1.9 Subscription software and services — 0.5 2.9 3.4 Other marketing services 1.3 6.4 — 7.7 Total revenues $ 3.8 $ 8.3 $ 2.9 $ 15.0 Six Months Ended June 30, 2022 Trade shows $ 72.2 $ 55.4 $ 1.5 $ 129.1 Other events 0.5 17.9 — 18.4 Subscription software and services — 1.6 6.9 8.5 Other marketing services 3.7 10.2 — 13.9 Total revenues $ 76.4 $ 85.1 $ 8.4 $ 169.9 Six Months Ended June 30, 2021 Trade shows $ 5.6 $ — $ — $ 5.6 Other events 1.5 2.4 — 3.9 Subscription software and services — 0.5 5.2 5.7 Other marketing services 2.4 10.3 — 12.7 Total revenues $ 9.5 $ 13.2 $ 5.2 $ 27.9 (1) Current year segment disclosures reflect the new reportable segment structure 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 and six months ended June 30, 2022 and 2021, were not material. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Revision of Consolidated Financial Statements | The following tables reflect the impact of the revision to the specific line items presented in the Company’s previously reported consolidated financial statements as of and for the year-ended December 31, 2021 (dollars in millions, share data in thousands except earnings per share and share par value): Consolidated Balance Sheet December 31, 2021 (dollars in millions, share data in thousands, except par value) As Originally Reported Adjustments As Revised Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit Current liabilities Accounts payable and other current liabilities $ 46.7 $ 1.6 $ 48.3 Total current liabilities 190.1 1.6 191.7 Total liabilities 747.9 1.6 749.5 Accumulated deficit (773.3 ) (1.6 ) (774.9 ) Total stockholders’ deficit (119.4 ) (1.6 ) (121.0 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 1,062.4 — $ 1,062.4 Year ended December 31, 2021 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) As Originally Reported Adjustments As Revised (dollars in millions, share data in thousands except earnings per share) Cost of revenues 55.5 1.6 57.1 Operating loss (63.1 ) (1.6 ) (64.7 ) Loss before income taxes (79.4 ) (1.6 ) (81.0 ) Net loss and comprehensive loss (78.1 ) (1.6 ) (79.7 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (113.7 ) $ (1.6 ) $ (115.3 ) Basic loss per share $ (1.59 ) $ (0.03 ) $ (1.62 ) Diluted loss per share $ (1.59 ) $ (0.03 ) $ (1.62 ) Basic weighted average common shares outstanding 71,309 71,309 71,309 Diluted weighted average common shares outstanding 71,309 71,309 71,309 Year ended December 31, 2021 Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders' Deficit As Originally Reported Adjustments As Revised (in millions) Net loss and comprehensive loss attributable to: Accumulated deficit $ (773.3 ) $ (1.6 ) $ (774.9 ) Total stockholders’ deficit (119.4 ) (1.6 ) (121.0 ) Consolidated Statement of Cash Flows Year ended December 31, 2021 (in millions) As Originally Reported Adjustments As Revised Operating activities Net loss $ (78.1 ) $ (1.6 ) $ (79.7 ) Changes in operating assets and liabilities: Accounts payable and other current liabilities 19.2 1.6 20.8 Net cash provided by operating activities 90.0 — 90.0 There was no impact on cash flows from investing or financing activities. The accompanying applicable Notes have been updated to reflect the revision for the year-ended December 31, 2021. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Reportable Segment Commerce ( 1) Design, Creative, and Technology ( 1) All Other ( 1) Total Three Months Ended June 30, 2022 (in millions) Trade shows $ 18.0 $ 31.9 $ 0.6 $ 50.5 Other events — 9.3 — 9.3 Subscription software and services — 0.8 3.5 4.3 Other marketing services 1.7 5.6 — 7.3 Total revenues $ 19.7 $ 47.6 $ 4.1 $ 71.4 Three Months Ended June 30, 2021 Trade shows $ 2.0 $ — $ — $ 2.0 Other events 0.5 1.4 — 1.9 Subscription software and services — 0.5 2.9 3.4 Other marketing services 1.3 6.4 — 7.7 Total revenues $ 3.8 $ 8.3 $ 2.9 $ 15.0 Six Months Ended June 30, 2022 Trade shows $ 72.2 $ 55.4 $ 1.5 $ 129.1 Other events 0.5 17.9 — 18.4 Subscription software and services — 1.6 6.9 8.5 Other marketing services 3.7 10.2 — 13.9 Total revenues $ 76.4 $ 85.1 $ 8.4 $ 169.9 Six Months Ended June 30, 2021 Trade shows $ 5.6 $ — $ — $ 5.6 Other events 1.5 2.4 — 3.9 Subscription software and services — 0.5 5.2 5.7 Other marketing services 2.4 10.3 — 12.7 Total revenues $ 9.5 $ 13.2 $ 5.2 $ 27.9 (1) Current year segment disclosures reflect the new reportable segment structure |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Supplemental Pro-Forma Information | Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2022 acquisitions had occurred at the beginning of 2021, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable and reflects amortization of intangible assets as a result of the acquisitions. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events. Three Months Ended June 30, Six Months Ended June 30, 2022 2022 (in millions) (Unaudited) Pro-forma revenues Advertising Week $ 5.3 $ 5.5 Emerald revenue 71.4 169.9 Total pro-forma revenues $ 76.7 $ 175.4 Pro-forma net (loss) income Advertising Week $ — $ (0.7 ) Emerald net (loss) income (0.7 ) 15.4 Total pro-forma net (loss) income $ (0.7 ) $ 14.7 Three Months Ended June 30, Six Months Ended June 30, 2021 2021 (in millions) (Unaudited) Pro-forma revenues Advertising Week $ 0.8 $ 2.8 MJBiz 0.6 1.1 Sue Bryce Education and The Portrait Masters — 1.0 Emerald revenue 15.0 27.9 Total pro-forma revenues $ 16.4 $ 32.8 Pro-forma net (loss) income Advertising Week $ (0.6 ) $ (0.3 ) MJBiz (3.7 ) (7.1 ) Sue Bryce Education and The Portrait Masters — 0.3 Emerald net (loss) income (46.5 ) (61.8 ) Total pro-forma net (loss) income $ (50.8 ) $ (68.9 ) |
MJ Biz [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date: (in millions) June 21, 2022 Trade and other receivables $ 3.8 Prepaid expenses and other current assets 0.3 Goodwill 23.6 Intangible assets 12.4 Right-of-use lease asset 1.2 Accounts payable and other current liabilities (2.7 ) Deferred revenues (3.1 ) Right-of-use lease liability (1.2 ) Purchase price, including working capital adjustment $ 34.3 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 June 30, 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 June 30,2022, 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) | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: (in millions) June 30, 2022 December 31, 2021 Furniture, equipment and other $ 7.5 $ 6.5 Leasehold improvements 3.2 3.1 10.7 9.6 Less: Accumulated depreciation (6.5 ) (5.9 ) Property and equipment, net $ 4.2 $ 3.7 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2022 $ 52.6 $ 362.9 $ 89.9 $ 6.4 $ 2.6 $ 19.2 $ 4.1 $ 537.7 Accumulated amortization — (283.2 ) (14.6 ) (1.4 ) (0.4 ) (11.5 ) — (311.1 ) Net carrying amount at June 30, 2022 $ 52.6 $ 79.7 $ 75.3 $ 5.0 $ 2.2 $ 7.7 $ 4.1 $ 226.6 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 June 30, 2022: (in millions) June 30, 2022 2022 $ 27.7 2023 38.0 2024 19.8 2025 15.1 2026 11.1 Thereafter 58.2 $ 169.9 |
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 Acquired goodwill — — — 23.6 — 23.6 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 June 30, 2022 $ — $ 348.2 $ — $ 160.7 $ 28.6 $ 537.5 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 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) June 30, 2022 December 31, 2021 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50 as of June 30, 2022, and December 31, 2021 (equal to 3.56% and 2.59% at June 30, 2022 and December 31, 2021, respectively) due 2024, net (a) $ 514.4 $ 516.6 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 508.7 $ 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 income (loss) and comprehensive income (loss) consists of the following: Three months ended June 30, Six months ended June 30, (in millions) 2022 2021 2022 2021 Senior secured term loan $ 4.1 $ 3.6 $ 7.6 $ 7.0 Non-cash interest for amortization of debt discount and debt issuance costs 0.3 0.4 0.6 0.8 Revolving credit facility interest and commitment fees 0.2 0.1 0.3 0.3 Total interest expense $ 4.6 $ 4.1 $ 8.5 $ 8.1 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Risk (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of June 30, 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 (a) $ 181.7 $ 131.7 $ 50.0 $ — Marketable securities (b) 50.0 — 50.0 — Total assets at fair value $ 231.7 $ 131.7 $ 100.0 $ — Liabilities Market-based share awards liability (c) $ 0.5 $ — $ — $ 0.5 Contingent consideration (c) 39.2 — — 39.2 Total liabilities at fair value $ 39.7 $ — $ — $ 39.7 (a ) The Company’s cash and cash equivalents include $100.5 million of money market mutual funds and $50.0 million of certificates of deposit with maturities of 90 days or less. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. The certificates of deposits with maturities of 90 days or less are not traded in active markets and are classified as Level 2 assets. The certificates of deposits with maturities of 90 days or less are reported at fair values of these assets as of the reporting date. (b) The Company’s marketable securities consist of certificates of deposits with maturities of greater than 90 days are not traded in active markets and are classified as Level 2 assets. The marketable securities are reported at fair values of these assets as of the reporting date. ( c ) The market-based share awards liability of $0.5 million as of June 30, 2022 is included within other noncurrent liabilities in the condensed consolidated balance sheet. 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 Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on 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) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the six months ended June 30, 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 480 5.63 Exercised — — Forfeited (445 ) 9.97 Outstanding at June 30, 2022 $ 14,438 $ 7.96 7.7 $ 89.1 Exercisable at June 30, 2022 4,744 $ 10.89 6.0 $ — |
Schedule of Restricted Stock Units Activity | RSU activity for the three months ended June 30, 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 (38 ) 10.92 Vested (479 ) 8.16 Unvested balance, June 30, 2022 967 $ 8.13 |
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 June 30, 2022 were as follows: June 30, 2022 Expected volatility 56.04% Dividend yield 0.00% Risk-free interest rate 3.03% Weighted-average expected term (in years) 3.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (dollars in millions, share data in thousands except earnings per share) 2022 2021 2022 2021 Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. $ (0.7 ) $ (46.5 ) $ 15.4 $ (61.8 ) Accretion to redemption value of redeemable convertible preferred stock (9.6 ) (8.8 ) (18.8 ) (17.3 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (10.3 ) $ (55.3 ) $ (3.4 ) $ (79.1 ) Weighted average common shares outstanding 69,816 71,938 70,007 72,091 Basic loss per share $ (0.15 ) $ (0.77 ) $ (0.05 ) $ (1.10 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (10.3 ) $ (55.3 ) $ (3.4 ) $ (79.1 ) Diluted weighted average common shares outstanding 69,816 71,938 70,007 72,091 Diluted loss per share $ (0.15 ) $ (0.77 ) $ (0.05 ) $ (1.10 ) Anti-dilutive employee share awards excluded from diluted earnings per share calculation 15,261 16,221 15,219 16,228 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 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) June 30, 2022 December 31, 2021 Accrued event costs $ 15.5 $ 9.5 Accrued personnel costs 17.9 16.0 Trade payables 15.3 12.0 Other current liabilities 17.5 10.8 Total accounts payable and other current liabilities $ 66.2 $ 48.3 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 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, net, and Adjusted EBITDA to net income (loss): Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 (1) 2022 2021 (1) Revenues Commerce $ 19.7 $ 3.8 $ 76.4 $ 9.5 Design, Creative, and Technology 47.6 8.3 85.1 13.2 All Other 4.1 2.9 8.4 5.2 Total revenues $ 71.4 $ 15.0 $ 169.9 $ 27.9 Other Income, net Commerce $ 4.5 $ — $ 5.6 $ 6.7 Design, Creative, and Technology 3.4 2.3 25.3 9.2 All Other 0.2 — 0.9 0.5 Total other income, net $ 8.1 $ 2.3 $ 31.8 $ 16.4 Adjusted EBITDA Commerce $ 10.0 $ (2.5 ) $ 41.8 $ 2.7 Design, Creative, and Technology 21.9 0.8 54.5 3.0 All Other (2.7 ) (0.3 ) (5.0 ) 0.3 Subtotal Adjusted EBITDA $ 29.2 $ (2.0 ) $ 91.3 $ 6.0 General corporate and other expenses $ (13.6 ) $ (11.6 ) $ (26.4 ) $ (22.3 ) Interest expense (4.6 ) (4.1 ) (8.5 ) (8.1 ) Goodwill impairment charge — — (6.3 ) — Intangible asset impairment charge — — (1.6 ) — Depreciation and amortization (14.0 ) (12.1 ) (28.3 ) (23.9 ) Stock-based compensation (1.6 ) (2.8 ) (3.7 ) (5.8 ) Deferred revenue adjustment (0.2 ) (0.2 ) (0.4 ) (1.1 ) Other items 7.0 (2.8 ) 1.4 (4.0 ) Income (loss) before income taxes $ 2.2 $ (35.6 ) $ 17.5 $ (59.2 ) (1) Segment disclosures for the current and prior year reflect the new reportable segment structure |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Event Attendee Exhibitingcompany portfolio Segment | Dec. 31, 2021 USD ($) Event Attendee Exhibitingcompany | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Proceeds from insurance | $ 1,600,000 | |||||||
Cost of revenues | $ 26,400,000 | $ 3,600,000 | $ 60,600,000 | $ 7,600,000 | 57,100,000 | |||
Accounts payable and other current liabilities | 66,200,000 | $ 48,300,000 | 66,200,000 | $ 48,300,000 | 48,300,000 | |||
Cash and cash equivalents | 181,700,000 | 231,200,000 | $ 181,700,000 | 231,200,000 | 231,200,000 | |||
Marketable Securities | 0 | 0 | ||||||
Unrealized holding gains or losses on marketable securities | 0 | |||||||
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 | 516,800,000 | $ 516,800,000 | ||||||
Revolving Credit Facility [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Borrowings outstanding | 0 | 0 | $ 0 | $ 0 | 0 | |||
COVID-19 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of in-person events | Event | 59 | 56 | ||||||
Number of serving attendees | Attendee | 203,000 | 129,000 | ||||||
Number of exhibiting companies | Exhibitingcompany | 9,350 | 7,500 | ||||||
Other income from insurance settlement | 8,100,000 | 2,300,000 | $ 31,800,000 | 16,400,000 | ||||
Submitted claims related to impacted or cancelled events previously scheduled | $ 182,100,000 | 182,100,000 | $ 166,300,000 | |||||
Other income recognized related to insurance proceeds | $ 67,500,000 | $ 148,600,000 | ||||||
Insurance receivables | $ 100,000,000 | 100,000,000 | ||||||
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 | |||||||
Adjustments [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cost of revenues | 1,600,000 | 1,600,000 | ||||||
Accounts payable and other current liabilities | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 |
Basis of Presentation - Consoli
Basis of Presentation - Consolidated Balance Sheet (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current liabilities | ||||||
Accounts payable and other current liabilities | $ 66.2 | $ 48.3 | ||||
Total current liabilities | 257.2 | 191.7 | ||||
Total liabilities | 787 | 749.5 | ||||
Accumulated deficit | (759.5) | (774.9) | ||||
Total stockholders’ deficit | (124.8) | $ (112.9) | (121) | $ (82.4) | $ (25.9) | $ (3.8) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | $ 1,114.7 | 1,062.4 | ||||
As Originally Reported [Member] | ||||||
Current liabilities | ||||||
Accounts payable and other current liabilities | 46.7 | |||||
Total current liabilities | 190.1 | |||||
Total liabilities | 747.9 | |||||
Accumulated deficit | (773.3) | |||||
Total stockholders’ deficit | (119.4) | |||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,062.4 | |||||
Adjustments [Member] | ||||||
Current liabilities | ||||||
Accounts payable and other current liabilities | 1.6 | |||||
Total current liabilities | 1.6 | |||||
Total liabilities | 1.6 | |||||
Accumulated deficit | (1.6) | |||||
Total stockholders’ deficit | $ (1.6) |
Basis of Presentation - Condens
Basis of Presentation - Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Cost of revenues | $ 26.4 | $ 3.6 | $ 60.6 | $ 7.6 | $ 57.1 | |
Operating loss | 6.8 | (31.5) | 26 | (51.1) | (64.7) | |
Loss before income taxes | 2.2 | (35.6) | 17.5 | (59.2) | (81) | |
Net loss and comprehensive loss | (0.7) | (46.5) | 15.4 | (61.8) | (79.7) | |
Net loss and comprehensive loss income attributable to Emerald Holding, Inc. common stockholders | $ (10.3) | $ (55.3) | $ (3.4) | $ (79.1) | $ (115.3) | |
Basic loss per share | $ (0.15) | $ (0.77) | $ (0.05) | $ (1.10) | $ (1.62) | |
Diluted loss per share | $ (0.15) | $ (0.77) | $ (0.05) | $ (1.10) | $ (1.62) | |
Basic weighted average common shares outstanding | 69,816 | 71,938 | 70,007 | 72,091 | 71,309 | |
Diluted weighted average common shares outstanding | 69,816 | 71,938 | 70,007 | 72,091 | 71,309 | |
As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Cost of revenues | $ 55.5 | |||||
Operating loss | (63.1) | |||||
Loss before income taxes | (79.4) | |||||
Net loss and comprehensive loss | (78.1) | |||||
Net loss and comprehensive loss income attributable to Emerald Holding, Inc. common stockholders | $ (113.7) | |||||
Basic loss per share | $ (1.59) | |||||
Diluted loss per share | $ (1.59) | |||||
Basic weighted average common shares outstanding | 71,309 | |||||
Diluted weighted average common shares outstanding | 71,309 | |||||
Adjustments [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Cost of revenues | $ 1.6 | $ 1.6 | ||||
Operating loss | (1.6) | |||||
Loss before income taxes | (1.6) | |||||
Net loss and comprehensive loss | (1.6) | |||||
Net loss and comprehensive loss income attributable to Emerald Holding, Inc. common stockholders | $ (1.6) | |||||
Basic loss per share | $ (0.03) | |||||
Diluted loss per share | $ (0.03) | |||||
Basic weighted average common shares outstanding | 71,309 | |||||
Diluted weighted average common shares outstanding | 71,309 |
Basis of Presentation - Conde_2
Basis of Presentation - Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and of Stockholders' Deficit (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated deficit | $ (759.5) | $ (774.9) | ||||
Total stockholders’ deficit | $ (124.8) | $ (112.9) | (121) | $ (82.4) | $ (25.9) | $ (3.8) |
As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated deficit | (773.3) | |||||
Total stockholders’ deficit | (119.4) | |||||
Adjustments [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated deficit | (1.6) | |||||
Total stockholders’ deficit | $ (1.6) |
Basis of Presentation - Conso_2
Basis of Presentation - Consolidated Statement Of Cash Flows (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Operating activities | |||
Net income (loss) | $ 15.4 | $ (61.8) | $ (79.7) |
Changes in operating assets and liabilities: | |||
Accounts payable and other current liabilities | 14.8 | 2.2 | 20.8 |
Net cash provided by operating activities | $ 45.2 | $ 26.7 | 90 |
As Originally Reported [Member] | |||
Operating activities | |||
Net income (loss) | (78.1) | ||
Changes in operating assets and liabilities: | |||
Accounts payable and other current liabilities | 19.2 | ||
Net cash provided by operating activities | 90 | ||
Adjustments [Member] | |||
Operating activities | |||
Net income (loss) | (1.6) | ||
Changes in operating assets and liabilities: | |||
Accounts payable and other current liabilities | $ 1.6 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | Jun. 30, 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. 01, 2021 |
Change in accounting principle accounting standards update immaterial effect | true |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue From Contract With Customer [Line Items] | |||||
Held events description | hold 59 in-person events during the first half | ||||
Current deferred revenues | $ 143.5 | $ 143.5 | $ 118.1 | ||
Revenue recognized | 59.3 | $ 9.3 | 144 | $ 14.8 | |
Cancelled event liabilities | 4.4 | $ 4.4 | 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 | 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 | 83.80% | 26% | 86.80% | 34.10% | |
Trade Shows [Member] | COVID-19 [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Current deferred revenues | $ 0.8 | $ 0.8 | 5.6 | ||
Accounts receivable credits reclassified to cancelled event liabilities | $ 3.6 | $ 3.6 | $ 4.2 |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 71.4 | $ 15 | $ 169.9 | $ 27.9 |
Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 50.5 | 2 | 129.1 | 5.6 |
Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 9.3 | 1.9 | 18.4 | 3.9 |
Subscription Software and Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 4.3 | 3.4 | 8.5 | 5.7 |
Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 7.3 | 7.7 | 13.9 | 12.7 |
Commerce [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 19.7 | 3.8 | 76.4 | 9.5 |
Commerce [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 18 | 2 | 72.2 | 5.6 |
Commerce [Member] | Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.5 | 0.5 | 1.5 | |
Commerce [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1.7 | 1.3 | 3.7 | 2.4 |
Design, Creative and Technology [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 47.6 | 8.3 | 85.1 | 13.2 |
Design, Creative and Technology [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 31.9 | 55.4 | ||
Design, Creative and Technology [Member] | Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 9.3 | 1.4 | 17.9 | 2.4 |
Design, Creative and Technology [Member] | Subscription Software and Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.8 | 0.5 | 1.6 | 0.5 |
Design, Creative and Technology [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 5.6 | 6.4 | 10.2 | 10.3 |
All Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 4.1 | 2.9 | 8.4 | 5.2 |
All Other [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.6 | 1.5 | ||
All Other [Member] | Subscription Software and Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 3.5 | $ 2.9 | $ 6.9 | $ 5.2 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 21, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Contingent consideration on purchase price | $ 39.2 | $ 39.2 | $ 36.2 | |
Advertising Week [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 34.3 | |||
Business acquisition, initial cash payment | 28.4 | |||
Contingent consideration on purchase price | 5.9 | |||
Intangible assets | 12.4 | |||
Advertising Week [Member] | Selling, General and Administrative Expenses [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs incurred | $ 0.6 | |||
Advertising Week [Member] | 2026 Payment [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination payment dependent upon compounded annual term | 5 years | |||
Advertising Week [Member] | Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 5.4 | |||
Weighted-average amortization period | 15 years | |||
Assumed residual value | $ 0 | |||
Advertising Week [Member] | Customer Relationships Intangibles [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 5.9 | |||
Weighted-average amortization period | 10 years | |||
Assumed residual value | $ 0 | |||
Advertising Week [Member] | Content Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1.1 | |||
Weighted-average amortization period | 7 years | |||
Advertising Week [Member] | Estimated Fair Value [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration on purchase price | $ 5.9 | |||
MJ Biz [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration on purchase price | 32.9 | 32.9 | $ 24 | |
Intangible assets | 33.3 | 33.3 | ||
Increase in contingent consideration liability | $ 8.9 | $ 8.9 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Purchase Price Allocation and Measurement Period Adjustment (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Jun. 21, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 537.5 | $ 514.2 | |
Advertising Week [Member] | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | $ 3.8 | ||
Prepaid expenses and other current assets | 0.3 | ||
Goodwill | 23.6 | ||
Intangible assets | 12.4 | ||
Right-of-use lease asset | 1.2 | ||
Accounts payable and other current liabilities | (2.7) | ||
Deferred revenues | (3.1) | ||
Right-of-use lease liability | (1.2) | ||
Purchase price, including working capital adjustment | $ 34.3 | ||
MJ Biz [Member] | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | 0.6 | ||
Prepaid expenses and other current assets | 0.1 | ||
Goodwill | 119.8 | ||
Intangible assets | 33.3 | ||
Accounts payable and other current liabilities | (1.3) | ||
Deferred revenues | (1.4) | ||
Purchase price, including working capital adjustment | 151.1 | ||
MJ Biz [Member] | As Originally Reported [Member] | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | 0.6 | ||
Prepaid expenses and other current assets | 0.1 | ||
Goodwill | 113.8 | ||
Intangible assets | 30.4 | ||
Accounts payable and other current liabilities | (1.3) | ||
Deferred revenues | (1.4) | ||
Purchase price, including working capital adjustment | $ 142.2 | ||
MJ Biz [Member] | Non-Cash Measurement Period Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | 6 | ||
Intangible assets | 2.9 | ||
Purchase price, including working capital adjustment | $ 8.9 |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of Purchase Price Allocation and Measurement Period Adjustment (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Estimated contingent consideration liability | $ 39.2 | $ 39.2 | $ 36.2 |
MJ Biz [Member] | |||
Business Acquisition [Line Items] | |||
Increase in contingent consideration liability | 8.9 | 8.9 | |
Estimated contingent consideration liability | 32.9 | $ 32.9 | $ 24 |
MJ Biz [Member] | Commerce [Member] | |||
Business Acquisition [Line Items] | |||
Increase to goodwill | 6 | ||
Increase in intangible assets | $ 2.9 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Total pro-forma revenues | $ 76.7 | $ 16.4 | $ 175.4 | $ 32.8 |
Total pro-forma net loss | (0.7) | (50.8) | 14.7 | (68.9) |
Advertising Week [Member] | ||||
Business Acquisition [Line Items] | ||||
Total pro-forma revenues | 5.3 | 0.8 | 5.5 | 2.8 |
Total pro-forma net loss | (0.6) | (0.7) | (0.3) | |
Emerald Revenue [Member] | ||||
Business Acquisition [Line Items] | ||||
Total pro-forma revenues | 71.4 | 15 | 169.9 | 27.9 |
Emerald Net (Loss) Income [Member] | ||||
Business Acquisition [Line Items] | ||||
Total pro-forma net loss | $ (0.7) | (46.5) | $ 15.4 | (61.8) |
MJ Biz [Member] | ||||
Business Acquisition [Line Items] | ||||
Total pro-forma revenues | 0.6 | 1.1 | ||
Total pro-forma net loss | $ (3.7) | (7.1) | ||
Sue Bryce Education and The Portrait Masters [Member] | ||||
Business Acquisition [Line Items] | ||||
Total pro-forma revenues | 1 | |||
Total pro-forma net loss | $ 0.3 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 10.7 | $ 9.6 |
Less: Accumulated depreciation | (6.5) | (5.9) |
Property and equipment, net | 4.2 | 3.7 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7.5 | 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense related to property and equipment | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | $ 537.7 | $ 520.1 |
Accumulated amortization | (311.1) | (283.4) |
Net carrying amount | 226.6 | 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 | 362.9 | 354.3 |
Accumulated amortization | (283.2) | (259.4) |
Net carrying amount | 79.7 | 94.9 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 89.9 | 84.2 |
Accumulated amortization | (14.6) | (12.2) |
Net carrying amount | 75.3 | 72 |
Acquired Technology [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 6.4 | 6.2 |
Accumulated amortization | (1.4) | (0.9) |
Net carrying amount | 5 | 5.3 |
Acquired Content [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 2.6 | 1.5 |
Accumulated amortization | (0.4) | (0.2) |
Net carrying amount | 2.2 | 1.3 |
Computer Software [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 19.2 | 13.8 |
Accumulated amortization | (11.5) | (10.7) |
Net carrying amount | 7.7 | 3.1 |
Capitalized Software in Progress [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 4.1 | 5.9 |
Net carrying amount | $ 4.1 | $ 5.9 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Amortization expense | $ 13,700,000 | $ 11,800,000 | $ 27,700,000 | $ 23,300,000 | ||
Impairment of indefinite-lived intangible assets | $ 1,600,000 | $ 1,600,000 | ||||
Number of reporting units | Segment | 1 | |||||
Goodwill impairment charge | 0 | $ 6,300,000 | $ 6,300,000 | |||
Fair value of goodwill | $ 3,100,000 | $ 3,100,000 | $ 214,600,000 | |||
Maximum [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Percentage of fair value of reporting unit exceeding carry value | 5% | |||||
Estimated future net cash flows discounted rate | 3% | 3% | ||||
Weighted average cost of capital discount rate | 15.50% | 15.50% | ||||
Minimum [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Estimated future net cash flows discounted rate | 0% | 0% | ||||
Weighted average cost of capital discount rate | 12.80% | 12.80% | ||||
New Reporting Unit [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Number of reporting units | Segment | 1 | |||||
Goodwill impairment charge | $ 500,000 | |||||
Design, Creative and Technology [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Impairment of indefinite-lived intangible assets | 1,600,000 | |||||
Goodwill impairment charge | 5,800,000 | |||||
All Other [Member] | ||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||||||
Goodwill impairment charge | $ 500,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Jun. 30, 2022 USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 27.7 |
2023 | 38 |
2024 | 19.8 |
2025 | 15.1 |
2026 | 11.1 |
Thereafter | 58.2 |
Estimated future amortization expense | $ 169.9 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Goodwill [Line Items] | |||
Goodwill, balance | $ 514,200,000 | $ 514,200,000 | |
Acquired goodwill | 23,600,000 | ||
Impairments | $ 0 | (6,300,000) | (6,300,000) |
Measurement period adjustment | 6,000,000 | ||
Goodwill, balance | 537,500,000 | 537,500,000 | |
Commerce (Legacy) [Member] | |||
Goodwill [Line Items] | |||
Goodwill, balance | 337,500,000 | 337,500,000 | |
Transfers | (337,500,000) | ||
Commerce [Member] | |||
Goodwill [Line Items] | |||
Transfers | 342,200,000 | ||
Measurement period adjustment | 6,000,000 | ||
Goodwill, balance | 348,200,000 | 348,200,000 | |
Design, Creative and Technology [Member] | |||
Goodwill [Line Items] | |||
Acquired goodwill | 23,600,000 | ||
Transfers | 142,900,000 | ||
Impairments | (5,800,000) | ||
Goodwill, balance | 160,700,000 | 160,700,000 | |
Design and Technology [Member] | |||
Goodwill [Line Items] | |||
Goodwill, balance | 133,700,000 | 133,700,000 | |
Transfers | (133,700,000) | ||
All Other [Member] | |||
Goodwill [Line Items] | |||
Goodwill, balance | $ 43,000,000 | 43,000,000 | |
Transfers | (13,900,000) | ||
Impairments | (500,000) | ||
Goodwill, balance | $ 28,600,000 | $ 28,600,000 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Detail) - USD ($) $ in Millions | Jun. 30, 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 | 508.7 | 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 June 30, 2022, and December 31, 2021 (equal to 3.56% and 2.59% at June 30, 2022 and December 31, 2021, respectively) due 2024, net | $ 514.4 | $ 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest rate | 3.56% | 2.59% |
Maturity year | 2024 | 2024 |
Term Loan Facility | $ 514.4 | $ 516.6 |
Unamortized discount | 1.1 | 1.4 |
Unamortized deferred financing fees | 1.5 | $ 1.7 |
Fair market value | $ 490.9 | |
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 | Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 0.3 | $ 0.4 | $ 0.6 | $ 0.8 |
Total interest expense | 4.6 | 4.1 | 8.5 | 8.1 |
Senior Secured Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense on senior secured term loan | 4.1 | 3.6 | 7.6 | 7 |
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility interest and commitment fees | $ 0.2 | $ 0.1 | $ 0.3 | $ 0.3 |
Debt - Covenants - Additional I
Debt - Covenants - Additional Information (Detail) - Revolving Credit Facility [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 10 |
First Lien [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 550% |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets at fair value | $ 231.7 | $ 231.2 |
Liabilities | ||
Market-based share awards liability | 0.5 | 0.4 |
Contingent consideration | 39.2 | 36.2 |
Total liabilities at fair value | 39.7 | 36.6 |
Cash and Cash Equivalents | ||
Assets | ||
Cash and cash equivalents | 181.7 | 21.5 |
Money Market Mutual Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 209.7 | |
Certificates of Deposits [Member] | ||
Assets | ||
Marketable securities | 50 | |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Total assets at fair value | 131.7 | 231.2 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Total assets at fair value | 100 | |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Liabilities | ||
Market-based share awards liability | 0.5 | 0.4 |
Contingent consideration | 39.2 | 36.2 |
Total liabilities at fair value | 39.7 | 36.6 |
Fair Value Measurements Recurring [Member] | Cash and Cash Equivalents | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 131.7 | 21.5 |
Fair Value Measurements Recurring [Member] | Cash and Cash Equivalents | Level 2 [Member] | ||
Assets | ||
Cash and cash equivalents | 50 | |
Fair Value Measurements Recurring [Member] | Money Market Mutual Funds [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 209.7 | |
Fair Value Measurements Recurring [Member] | Certificates of Deposits [Member] | Level 2 [Member] | ||
Assets | ||
Marketable securities | $ 50 |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market mutual funds | $ 100.5 | |
Certificates of deposit | 50 | |
Market-based share awards liability | 0.5 | $ 0.4 |
Contingent consideration | 32.7 | |
Contingent consideration | 6.5 | |
Other Noncurrent Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | $ 0.5 |
Fair Value Measurements and F_5
Fair Value Measurements and Financial Risk - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Market-based share awards liability | $ 500,000 | $ 500,000 | $ 400,000 | |
Contingent consideration on purchase price | 39,200,000 | 39,200,000 | 36,200,000 | |
Selling, General and Administrative Expenses [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Remeasurement adjustments | (9,900,000) | $ (9,900,000) | ||
G3 Communications, EDspaces, PlumRiver, Sue Bryce Education, MJBiz and Advertising Week [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent consideration on purchase price | 39,200,000 | 39,200,000 | 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 | 32,700,000 | 32,700,000 | ||
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 | 1,800,000 | 1,800,000 | ||
Expected to be Settled in 2025 [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent consideration on purchase price | 300,000 | 300,000 | ||
Expected to be Settled in 2027 [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent consideration on purchase price | 4,400,000 | 4,400,000 | ||
Market-based Share Awards [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Market-based share awards liability | $ 500,000 | 500,000 | $ 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 ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Aug. 13, 2020 | Jul. 24, 2020 | Jun. 29, 2020 | Jun. 10, 2020 | Oct. 31, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 31, 2021 | |
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Dividends paid or declared | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Repurchase of common stock | 3,300,000 | 4,000,000 | $ 4,300,000 | $ 5,100,000 | ||||||||
October 2020 Share Repurchase Program [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | $ 20,000,000 | ||||||||||
Repurchase of common stock | $ 3,400,000 | $ 3,900,000 | $ 4,300,000 | $ 5,100,000 | ||||||||
Repurchase of common stock, shares | 982,622 | 726,895 | 1,238,206 | 929,103 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 14,000,000 | $ 14,000,000 | ||||||||||
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 | $ 0 | $ 0 | $ 0 | $ 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% | |||||||||||
Redeemable Convertible Preferred Stock [Member] | After Six-Year Anniversary Thereof [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Percentage of accreted liquidation preference | 105% | |||||||||||
Redeemable Convertible Preferred Stock [Member] | After Seven-Year Anniversary Thereof [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Percentage of accreted liquidation preference | 103% | |||||||||||
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% | 175% | ||||||||||
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% | |||||||||||
Preferred stock, accretion | $ 7,800,000 | $ 15,600,000 | ||||||||||
Aggregate liquidation preference | $ 459,700,000 | $ 459,700,000 | ||||||||||
Preferred stock initial liquidation preference | $ 5.60 | $ 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 | $ 9,600,000 | $ 8,800,000 | $ 18,800,000 | $ 17,300,000 | ||||||||
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) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jan. 31, 2019 USD ($) h shares | Jan. 31, 2020 USD ($) | Jun. 30, 2019 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Mar. 31, 2019 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2020 USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Deferred tax benefit for stock-based compensation | $ 400,000 | $ 700,000 | $ 1,000,000 | $ 1,400,000 | ||||||
Market-based share awards liability | 500,000 | 500,000 | $ 400,000 | |||||||
Stock Options [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 900,000 | 1,700,000 | 2,200,000 | 3,300,000 | ||||||
Unrecognized stock-based compensation expense | 9,300,000 | $ 9,300,000 | ||||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 7 months 24 days | |||||||||
Restricted Stock Units ("RSUs") [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 600,000 | 1,100,000 | $ 1,400,000 | 2,400,000 | ||||||
Unrecognized stock-based compensation expense | 3,000,000 | $ 3,000,000 | ||||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 2 months 12 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 | $ 100,000 | $ 0 | $ 100,000 | $ 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 | $ 21.08 | ||||||||
Estimated shares of common stock issue upon conversion | shares | 78,041 | 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 | $ 500,000 | $ 500,000 | $ 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) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 14,403 | |
Number of Options, Granted | 480 | |
Number of Options, Forfeited | (445) | |
Number of Options Outstanding, Ending Balance | 14,438 | 14,403 |
Number of Options, Exercisable | 4,744 | |
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 8.10 | |
Weighted-Average Exercise Price per Option, Granted | 5.63 | |
Weighted-Average Exercise Price per Option, Forfeited | 9.97 | |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 7.96 | $ 8.10 |
Weighted-Average Exercise Price per Option, Exercisable | $ 10.89 | |
Weighted-Average Remaining Contractual Term, Outstanding Balance | 7 years 8 months 12 days | 8 years 1 month 6 days |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years | |
Aggregate Intrinsic Value, Outstanding Balance | $ 89.1 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units ("RSUs") [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
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 | (38) |
Number of RSUs, Vested | shares | (479) |
Number of RSUs Unvested, Ending Balance | shares | 967 |
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 | 10.92 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 8.16 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 8.13 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding (Detail) - Market-based Share Awards [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 56.04% |
Dividend yield | 0% |
Risk-free interest rate | 3.03% |
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] | 6 Months Ended |
Jun. 30, 2022 shares | |
Earnings Per Share [Line Items] | |
Preferred stock, shares outstanding | 71,417,407 |
Convertible preferred stock, converted to common stock | 130,584,232 |
Convertible preferred stock, percentage | 7% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Earnings Per Share [Line Items] | |||||
Net loss and comprehensive loss | $ (0.7) | $ (46.5) | $ 15.4 | $ (61.8) | $ (79.7) |
Accretion to redemption value of redeemable convertible preferred stock | (9.6) | (8.8) | (18.8) | (17.3) | |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (10.3) | $ (55.3) | $ (3.4) | $ (79.1) | $ (115.3) |
Weighted average common shares outstanding | 69,816 | 71,938 | 70,007 | 72,091 | 71,309 |
Basic loss per share | $ (0.15) | $ (0.77) | $ (0.05) | $ (1.10) | $ (1.62) |
Diluted weighted average common shares outstanding | 69,816 | 71,938 | 70,007 | 72,091 | 71,309 |
Diluted loss per share | $ (0.15) | $ (0.77) | $ (0.05) | $ (1.10) | $ (1.62) |
Anti-dilutive employee share awards excluded from diluted earnings per share calculation | 15,261 | 16,221 | 15,219 | 16,228 | |
Redeemable Convertible Preferred Stock [Member] | |||||
Earnings Per Share [Line Items] | |||||
Accretion to redemption value of redeemable convertible preferred stock | $ (9.6) | $ (8.8) | $ (18.8) | $ (17.3) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
U.S. Corporate federal income tax rate | 21% | ||||
(Benefit from) provision for income taxes | $ 2.9 | $ 10.9 | $ 2.1 | $ 2.6 | |
Effective income tax rates | 125.50% | (30.50%) | 11.10% | (4.30%) | |
Liabilities for unrecognized tax benefits and associated interest and penalties | $ 0 | $ 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 | Jun. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued event costs | $ 15.5 | $ 9.5 |
Accrued personnel costs | 17.9 | 16 |
Trade payables | 15.3 | 12 |
Other current liabilities | 17.5 | 10.8 |
Total accounts payable and other current liabilities | $ 66.2 | $ 48.3 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 Segment BrandPortfolio | |
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 ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues | ||||||
Revenues | $ 71,400,000 | $ 15,000,000 | $ 169,900,000 | $ 27,900,000 | ||
Other Income, net | ||||||
Other income, net | 8,100,000 | 2,300,000 | 31,800,000 | 16,400,000 | ||
Adjusted EBITDA | ||||||
Subtotal Adjusted EBITDA | 29,200,000 | (2,000,000) | 91,300,000 | 6,000,000 | ||
General corporate and other expenses | (13,600,000) | (11,600,000) | (26,400,000) | (22,300,000) | ||
Interest expense | (4,600,000) | (4,100,000) | (8,500,000) | (8,100,000) | ||
Goodwill impairment charge | 0 | $ (6,300,000) | (6,300,000) | |||
Intangible asset impairment charge | $ (1,600,000) | (1,600,000) | ||||
Depreciation and amortization | (14,000,000) | (12,100,000) | (28,300,000) | (23,900,000) | ||
Stock-based compensation | (1,600,000) | (2,800,000) | (3,700,000) | (5,800,000) | ||
Deferred revenue adjustment | (200,000) | (200,000) | (400,000) | (1,100,000) | ||
Other items | 7,000,000 | (2,800,000) | 1,400,000 | (4,000,000) | ||
Income (loss) before income taxes | 2,200,000 | (35,600,000) | 17,500,000 | (59,200,000) | $ (81,000,000) | |
Commerce [Member] | ||||||
Revenues | ||||||
Revenues | 19,700,000 | 3,800,000 | 76,400,000 | 9,500,000 | ||
Other Income, net | ||||||
Other income, net | 4,500,000 | 5,600,000 | 6,700,000 | |||
Adjusted EBITDA | ||||||
Subtotal Adjusted EBITDA | 10,000,000 | (2,500,000) | 41,800,000 | 2,700,000 | ||
Design, Creative and Technology [Member] | ||||||
Revenues | ||||||
Revenues | 47,600,000 | 8,300,000 | 85,100,000 | 13,200,000 | ||
Other Income, net | ||||||
Other income, net | 3,400,000 | 2,300,000 | 25,300,000 | 9,200,000 | ||
Adjusted EBITDA | ||||||
Subtotal Adjusted EBITDA | 21,900,000 | 800,000 | 54,500,000 | 3,000,000 | ||
Goodwill impairment charge | (5,800,000) | |||||
Intangible asset impairment charge | (1,600,000) | |||||
All Other [Member] | ||||||
Revenues | ||||||
Revenues | 4,100,000 | 2,900,000 | 8,400,000 | 5,200,000 | ||
Other Income, net | ||||||
Other income, net | 200,000 | 900,000 | 500,000 | |||
Adjusted EBITDA | ||||||
Subtotal Adjusted EBITDA | $ (2,700,000) | $ (300,000) | (5,000,000) | $ 300,000 | ||
Goodwill impairment charge | $ (500,000) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Onex Corporation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 87.30% | 87.30% | |||
ASM Global [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 0 | $ 0 | $ 100,000 | ||
ASM Global [Member] | Onex Partners V LP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 49% | 49% | |||
ASM Global [Member] | Cost Of Revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments for catering services | $ 500,000 | $ 100,000 | $ 800,000 | $ 100,000 | |
Convex Group Ltd [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 0 | $ 0 | $ 0 | ||
Convex Group Ltd [Member] | Onex Partners V LP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 97% | 97% | |||
Convex Group Ltd [Member] | Cost Of Revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments for catering services | $ 200,000 | $ 0 | $ 500,000 | $ 0 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ in Thousands | Jul. 11, 2022 | Aug. 03, 2022 |
Subsequent Event [Line Items] | ||
Insurance receivables | $ 148,540 | |
Bulletin Inc [Member] | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 9,000 |