Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 19, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EEX | ||
Entity Registrant Name | Emerald Expositions Events, Inc. | ||
Entity Central Index Key | 1,579,214 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 72,779,195 | ||
Entity Public Float | $ 392,872,312.50 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets | |||
Cash and cash equivalents | $ 10.9 | $ 14.9 | |
Trade and other receivables, net of allowance for doubtful accounts of $0.8 and $0.7 as of December 31, 2017 and 2016, respectively | 62.7 | 57.6 | |
Prepaid expenses | 19.9 | 23 | |
Total current assets | 93.5 | 95.5 | |
Noncurrent assets | |||
Property and equipment, net | 3.8 | 3.8 | |
Goodwill | 993.7 | 930.3 | |
Other intangible assets, net | 545 | 541.2 | |
Other noncurrent assets | 1.9 | 1.7 | |
Total assets | 1,637.9 | 1,572.5 | |
Current liabilities | |||
Accounts payable and other current liabilities | 25 | 28.2 | |
Deferred revenues | 192.6 | 171.6 | |
Term loan, current portion | 5.7 | 8.8 | |
Total current liabilities | 223.3 | 208.6 | |
Noncurrent liabilities | |||
Term loan, net of discount and deferred financing fees | 548.5 | 693.3 | |
Deferred tax liabilities, net | 100.2 | 140.1 | |
Other noncurrent liabilities | 4.7 | 2.8 | |
Total liabilities | 876.7 | 1,044.8 | |
Commitments and contingencies (Note 13) | |||
Shareholders’ equity | |||
Preferred stock, $0.01 par value; authorized shares at December 31, 2017: 80,000; no shares issued and outstanding at December 31, 2017 | |||
Common stock, $0.01 par value; authorized shares: 800,000; issued and outstanding shares: 72,604 and 61,860 at December 31, 2017 and 2016, respectively | [1] | 0.7 | 0.6 |
Additional paid-in capital | [1] | 677.1 | 510.3 |
Retained earnings | 83.4 | 16.8 | |
Total shareholders’ equity | 761.2 | 527.7 | |
Total liabilities and shareholders’ equity | $ 1,637.9 | $ 1,572.5 | |
[1] | Adjusted to reflect the 125-for-one stock split. See Note 10. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | |
Statement Of Partners Capital [Abstract] | ||
Allowance for doubtful accounts - trade and other receivables, current | $ | $ 0.8 | $ 0.7 |
Preferred stock, par value | $ / shares | $ 0.01 | |
Preferred stock, shares authorized | 80,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 72,604,000 | 61,860,000 |
Common stock, shares outstanding | 72,604,000 | 61,860,000 |
Adjusted stock split | 0.008 | 0.008 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Statement [Abstract] | ||||
Revenues | $ 341,700,000 | $ 323,700,000 | $ 306,400,000 | |
Other income | 6,500,000 | 0 | 0 | |
Cost of revenues | 95,000,000 | 84,400,000 | 83,400,000 | |
Selling, general and administrative expense | 121,900,000 | 98,900,000 | 93,100,000 | |
Depreciation and amortization expense | 43,200,000 | 40,000,000 | 39,100,000 | |
Intangible asset impairment charge | 0 | 0 | 8,900,000 | |
Operating income | 88,100,000 | 100,400,000 | 81,900,000 | |
Interest expense | 38,300,000 | 51,400,000 | 52,000,000 | |
Loss on extinguishment of debt | 3,000,000 | 12,800,000 | 0 | |
Income before income taxes | 46,800,000 | 36,200,000 | 29,900,000 | |
(Benefit from) provision for income taxes | (35,000,000) | 14,000,000 | 10,300,000 | |
Net income and comprehensive income | $ 81,800,000 | $ 22,200,000 | $ 19,600,000 | |
Basic earnings per share | [1] | $ 1.19 | $ 0.36 | $ 0.32 |
Diluted earnings per share | [1] | $ 1.13 | $ 0.35 | $ 0.31 |
Basic weighted average common shares outstanding | [1] | 68,912 | 61,859 | 61,847 |
Diluted weighted average common shares outstanding | [1] | 72,116 | 63,294 | 62,516 |
[1] | Adjusted to reflect the 125-for-one stock split. See Note 10. |
Consolidated Statements of Inc5
Consolidated Statements of Income and Comprehensive Income (Parenthetical) | Apr. 10, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement [Abstract] | ||||
Adjusted stock split | 0.008 | 0.008 | 0.008 | 0.008 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | (Accumulated Deficit) Retained Earnings [Member] | ||
Balance at Dec. 31, 2014 | $ 477.8 | $ 0.6 | [1] | $ 502.2 | $ (25) | ||
Balance, shares at Dec. 31, 2014 | [1] | 61,843,000 | |||||
Stock-based compensation | 5.1 | 5.1 | |||||
Stock-based compensation, shares | [1] | 4,400 | |||||
Net income and comprehensive income | 19.6 | 19.6 | |||||
Balance at Dec. 31, 2015 | 502.5 | $ 0.6 | [1] | 507.3 | (5.4) | ||
Balance, shares at Dec. 31, 2015 | [1] | 61,847,000 | |||||
Stock-based compensation | 3 | 3 | |||||
Stock-based compensation, shares | [1] | 11,600 | |||||
Issuance of common stock | 0.1 | 0.1 | |||||
Issuance of common stock, shares | [1] | 7,700 | |||||
Repurchase of common stock | (0.1) | (0.1) | |||||
Repurchase of common stock, shares | [1] | (6,300) | |||||
Net income and comprehensive income | 22.2 | 22.2 | |||||
Balance at Dec. 31, 2016 | $ 527.7 | $ 0.6 | [1] | 510.3 | 16.8 | ||
Balance, shares at Dec. 31, 2016 | 61,860,000 | 61,860,000 | [1] | ||||
Stock-based compensation | $ 2.6 | 2.6 | |||||
Stock-based compensation, shares | [1] | 9,000 | |||||
Dividends on common stock | (15.2) | (15.2) | |||||
Issuance of common stock | 164.3 | $ 0.1 | [1] | 164.2 | |||
Issuance of common stock, shares | [1] | 10,735,000 | |||||
Net income and comprehensive income | 81.8 | 81.8 | |||||
Balance at Dec. 31, 2017 | $ 761.2 | $ 0.7 | [1] | $ 677.1 | $ 83.4 | ||
Balance, shares at Dec. 31, 2017 | 72,604,000 | 72,604,000 | [1] | ||||
[1] | Adjusted to reflect the 125-for-one stock split. See Note 10. |
Consolidated Statements of Sha7
Consolidated Statements of Shareholders' Equity (Parenthetical) | Apr. 10, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Stockholders Equity [Abstract] | ||||
Adjusted stock split | 0.008 | 0.008 | 0.008 | 0.008 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income | $ 81,800,000 | $ 22,200,000 | $ 19,600,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation expense | 2,600,000 | 3,000,000 | 5,100,000 |
Provision for doubtful accounts | 500,000 | 700,000 | 100,000 |
Depreciation and amortization | 43,200,000 | 40,000,000 | 39,100,000 |
Intangible asset impairment charge | 0 | 0 | 8,900,000 |
Amortization of deferred financing fees and debt discount | 4,600,000 | 5,200,000 | 4,700,000 |
Unrealized (gain) loss on interest rate swap and floor | (1,400,000) | (700,000) | 1,500,000 |
Deferred income taxes | (39,900,000) | 10,400,000 | 7,900,000 |
Loss on extinguishment of debt | 3,000,000 | 3,700,000 | 0 |
Other | 300,000 | 200,000 | 0 |
Changes in operating assets and liabilities, net of effect of businesses acquired: | |||
Trade and other receivables | (700,000) | (10,600,000) | 4,400,000 |
Prepaid expenses | 4,500,000 | (1,700,000) | (300,000) |
Other noncurrent assets | 100,000 | (600,000) | 0 |
Accounts payable and other current liabilities | 3,300,000 | 2,400,000 | (2,200,000) |
Deferred revenues | 5,400,000 | 18,400,000 | (1,100,000) |
Other noncurrent liabilities | 3,500,000 | 400,000 | 100,000 |
Net cash provided by operating activities | 110,800,000 | 93,000,000 | 87,800,000 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (92,500,000) | (48,500,000) | (84,200,000) |
Purchases of property and equipment | (900,000) | (2,400,000) | (1,000,000) |
Purchases of intangible assets | (2,100,000) | (1,000,000) | (1,800,000) |
Net cash used in investing activities | (95,500,000) | (51,900,000) | (87,000,000) |
Financing activities | |||
Payment of contingent consideration | (12,600,000) | (4,600,000) | 0 |
Proceeds from borrowings on revolving credit facility | 43,000,000 | 8,000,000 | 12,000,000 |
Repayment of revolving credit facility | (43,000,000) | (8,000,000) | (12,000,000) |
Proceeds from borrowings on term loan | 13,000,000 | 200,000,000 | 0 |
Repayment of senior notes | 0 | (200,000,000) | 0 |
Repayment of principal on term loan | (164,200,000) | (37,000,000) | (26,300,000) |
Fees paid for debt issuance | (4,700,000) | (1,000,000) | 0 |
Cash dividends paid | (15,200,000) | 0 | 0 |
Payment of costs related to the initial public offering | (6,400,000) | 0 | 0 |
Proceeds from common stock issuance | 170,800,000 | 100,000 | 0 |
Net cash used in financing activities | (19,300,000) | (42,500,000) | (26,300,000) |
Net decrease in cash and cash equivalents | (4,000,000) | (1,400,000) | (25,500,000) |
Beginning of year | 14,900,000 | 16,300,000 | 41,800,000 |
End of year | 10,900,000 | 14,900,000 | 16,300,000 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 3,900,000 | 3,700,000 | 1,200,000 |
Cash paid for interest | 34,700,000 | 45,900,000 | 49,900,000 |
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | 0 | ||
2015 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | 0 | 0 | 4,500,000 |
2016 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | 0 | 8,500,000 | 0 |
2017 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | $ 1,600,000 | $ 0 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Emerald Expositions Events, Inc. (“Emerald” or “the Company”) is a corporation formed on April 26, 2013, under the laws of the State of Delaware. Emerald is majority owned by investment funds managed by an affiliate of Onex Partners Manager LP (“Onex Partners”). The Company, headquartered in San Juan Capistrano, California, is a leading operator of large business-to-business trade shows in the United States (“U.S.”). The Company operates in a number of broadly-defined industry sectors: Gift, Home & General Merchandise; Sports; Design & Construction; Technology; Jewelry; and other trade shows. Each of the Company’s exhibitions are held at least once per year, and provide a venue for exhibitors to launch new products, develop sales leads and promote their brands. In addition to organizing trade shows and conferences (collectively, “Events”), the Company also operates websites and related digital products, and produces publications, each of which is aligned with a specific sector for which it organizes a trade show. These complementary products allow the Company to better connect and communicate with its preexisting trade show audience. Initial Public Offering On April 28, 2017, the Company’s stock began trading on the New York Stock Exchange under the symbol “EEX”. On May 3, 2017, the Company completed the initial public offering of its common stock. The Company sold a total of 10,333,333 shares of common stock, for total net proceeds to the Company of approximately $159.1 million after deducting underwriting discounts and commissions and expenses associated with the offering of $16.5 million. The Company used all of its proceeds from the offering plus cash on hand to prepay $159.2 million of borrowings outstanding under the Term Loan Facility (as defined below). Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive income; as such, its comprehensive income is the same as net income for all periods presented. Onex Partners Fees Emerald Expositions Holding, Inc. (“EEH”), an intermediate holding company of Emerald, entered into a Services Agreement, dated June 17, 2013, with Onex Partners (the “Services Agreement”) to provide expertise and advisory services, including financial and structural analysis, due diligence investigations, and other advice and negotiation assistance. The management fee for these services was payable quarterly, in arrears. In connection with the IPO, the Services Agreement was terminated and the management fee is no longer paid. Revision of Prior Period Financial Statements During the fourth quarter of 2017, the Company identified a classification error related to certain debt extinguishment costs incurred as part of the Company’s debt refinancing in May 2017. The Company considered both quantitative and qualitative factors in assessing the materiality of the classification error individually, and in the aggregate, and determined that the classification error was not material to interim periods. As such, the Company will revise the consolidated statements of income and comprehensive income for the interim periods ended June 30, 2017 and September 30, 2017 in the Company’s 2018 Quarterly Reports on Form 10-Q, to reflect a decrease to interest expense of $2.3 million and an increase to loss on extinguishment of debt of $2.8 million. The accompanying consolidated statement of income and comprehensive income for the year ended December 31, 2017 appropriately reflects this classification. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, allowances for doubtful accounts, useful lives of depreciable assets and intangible assets, long-lived asset impairments, goodwill and purchased intangible asset valuations and assumptions used in valuing the Company’s allocation of purchase price, including acquired deferred revenues, intangible assets and goodwill, deferred taxes, the fair value of the Company’s common stock issued prior to the IPO and stock-based compensation expense. Actual results could differ from those estimates. Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company considers cash deposits in banks as cash and investments with original maturities at purchase of three months or less as cash equivalents. At December 31, 2017 and 2016 amounts receivable from credit card processors, totaling $0.8 million and $1.1 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The Company’s assets and liabilities are carried at fair value and are classified and disclosed in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – observable market-based inputs that are corroborated by market data; and Level 3 – unobservable inputs that are not corroborated by market data. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. As of December 31, 2017 and 2016, the Company had contingent consideration liabilities that were Level 3 liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach. Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. The financial instruments also include long-term debt with third party financial institutions. Cash and cash equivalents and long-term debt financial instruments potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss, these financial instruments are primarily held with large, reputable financial institutions. At December 31, 2017 and December 31, 2016, the Company’s uninsured balances totaled $10.6 million, and $14.7 million, respectively. As of December 31, 2017 and 2016, the carrying value and fair value of the Company’s debt is summarized in the following table: December 31, 2017 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.42%) at period end, including short-term portion $ 565.0 $ 558.5 Total $ 565.0 $ 558.5 December 31, 2016 (in millions) Fair Value Carrying Value Term Loan Facility, with interest at LIBOR plus 3.75% (equal to 4.75%) at period end, including short-term portion $ 710.8 $ 707.3 Total $ 710.8 $ 707.3 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using quoted market prices (Level 2 inputs). Derivative Instruments In March 2014, the Company, through EEH, entered into forward interest rate contracts to manage and reduce its interest rate risk. The interest rate swap and floor have an effective date of December 31, 2015 and are settled on the last business day of each month of March, June, September and December, beginning March 31, 2016 through December 31, 2018. The Company made payments of $1.4 million during the year ended December 31, 2017, representing the differential between the three-month LIBOR rate 1.33% and 2.705% on the principal amount of $100.0 million. The Company made payments of $1.5 million during the year ended December 31, 2016, representing the differential between the three-month LIBOR rate 0.838% and 2.705% on the principal amount of $100.0 million. The Company marks-to-market its interest rate contracts quarterly with the unrealized and realized gains or losses included in interest expense in the consolidated statements of income and comprehensive income. The liability is included in accounts payable and other current liabilities and other noncurrent liabilities in the consolidated balance sheets. See Note 6 – “Long-Term Debt” for additional discussion of the Company’s interest rate swap and floor arrangements. Trade and other receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. In determining the allowance for doubtful accounts, the Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends. Prepaid Expenses Prepaid expenses is primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rentals and insurance costs, in advance of the event. Such costs are deferred in prepaid expense on the consolidated balance sheets when paid and recognized as cost of revenues upon the staging of the event. Goodwill and Trade Name Intangibles Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed resulting from acquisitions. Goodwill and indefinite-lived intangible assets are not amortized but instead tested for impairment annually or more frequently should an event or circumstances indicate that a reduction in fair value of the reporting unit may have occurred. The Company tests for impairment on October 31 of each year, or more frequently if events and circumstances warrant. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill or indefinite-lived intangible assets impairment test at the reporting unit level and asset grouping level, respectively, and has determined it operates under one reporting unit and asset grouping. In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, which is commonly referred to as “Step 0”. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. If the carrying amount of goodwill exceeds the fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value. The annual evaluation for impairment of indefinite-lived intangible assets is a two-step process. The first step is to perform a qualitative impairment assessment. If this qualitative assessment indicates that, more likely than not, the indefinite-lived intangible assets are not impaired, then no further testing is performed. If the qualitative assessment indicates that, more likely than not, the indefinite-lived intangible assets are impaired, then the fair value of the indefinite-lived intangible assets must be calculated. If the carrying value exceeds the fair value, an impairment loss is recorded for that excess. Determining the fair value of a reporting unit or an indefinite-lived intangible asset is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. In the course of performing the annual qualitative assessment of the Company’s indefinite-lived intangible assets for the year ended December 31, 2015, an increase in the Company’s weighted average cost of capital and a decrease in the royalty rate assumptions used in calculating the fair value of indefinite-lived intangibles were determined sufficient to represent impairment indicators which qualified as a triggering event to move to step two of the impairment test. In the process of determining the implied fair value of the Company’s indefinite-lived intangible assets, management utilized, among other inputs, a relief from royalty calculation prepared by a third-party consultant. As a result of this calculation, the implied fair value of the indefinite-lived intangible assets was deemed to be lower than the carrying value. An impairment charge of $8.9 million was recorded in intangible asset impairment charge in the consolidated statement of income and comprehensive income to align the carrying value of the Company’s indefinite-lived intangible assets with their implied fair value. No impairment indicators were identified as a result of the Company’s annual qualitative assessment of the Company’s indefinite-lived intangible assets for the years ended December 31, 2017 and 2016. No impairment was identified as a result of the Step 0 qualitative analysis performed in 2017 and the step 1 quantitative analysis performed in 2016 and 2015 in connection with the Company’s annual test of goodwill, as the estimated fair value of goodwill as of each impairment testing date exceeded its carrying value. Customer-Related Intangibles and Other Amortized Intangible Assets Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually: Estimated Useful Life Weighted Average Customer-related intangibles 7-10 years 9 Computer software 3-7 years 6 As it relates to business acquisitions, the fair values of acquired customer-related intangibles are estimated using a discounted cash flow analysis. Input assumptions regarding future cash flows, growth rates, discount rates, and tax rates used in developing the present value of future cash flow projections are the basis of the fair value calculation. Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in sales, general and administrative expense in the consolidated statements of income and comprehensive income. Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 6 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and trade name intangible assets, held and used by the Company, including property and equipment and amortized intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows to be generated by the asset. If such asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. There were no long-lived asset impairments noted for the years ended December 31, 2017, 2016 or 2015. Revenue Recognition and Deferred Revenue Revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue upon completion of each trade show or conference event. The trade show and conference revenues represented approximately 93%, 92% and 92% of the total revenues for the years ended December 31, 2017, 2016 and 2015, respectively. Amounts invoiced prior to the completion of the trade show or conference event are recorded as deferred revenues in the consolidated balance sheets until the completion of the event. As of December 31, 2017 and 2016, the Company had deferred revenues of $192.6 million and $171.6 million, respectively, of which, $49.3 million and $49.9 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2017 and 2016, respectively. Other revenues, primarily consisting of advertising sales for industry publications, are recognized in the period in which the publications are issued. Other Income During the third quarter of 2017, as a result of Hurricane Irma, the Company’s Surf Expo and Imprinted Sportswear Show - Orlando (“ISS Orlando”) were forced to close two days early. The Company carries cancellation insurance to mitigate losses caused by natural disasters and received a payment of $6.5 million from its insurance carrier to offset the lost revenues of the affected trade shows. As a result, during the year ended December 31, 2017, the Company recorded Other Income of $6.5 million to recognize the amount that was recovered from the insurance company in the consolidated statements of income and comprehensive income. Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments, using the effective interest method for the Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. As the Company’s sole function is the operation and management of trade shows and their interdependent trade show related marketing activities, the CODM views the Company’s operations and manages the businesses as one operating segment. In addition, all of the Company’s assets and trade shows are held in the U.S. Utilizing these criteria, the Company is managed on the basis of one reportable operating segment. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of income and comprehensive income. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with the Company’s trade shows, conference events and publications. Advertising and marketing costs totaled $12.9 million, $11.7 million and $11.5 million, for the years ended December 31, 2017, 2016 and 2015, respectively. Stock-Based Compensation Prior to the IPO, certain of the Company’s officers, non-employee directors, consultants and employees received stock-based awards pursuant to our 2013 Option Plan. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of income and comprehensive income; however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which is estimated as follows: • Fair Value of our Common Stock — Due to the absence of an active market for the Company’s common stock prior to the IPO, the fair value for purposes of determining the underlying stock price for pre-IPO stock option grants was determined utilizing commonly accepted valuation practices. The exercise price was set at least equal to the fair value of Emerald’s common stock on the date of grant. The key assumptions used in the valuations to determine the fair value of Emerald’s pre-IPO common stock included its historical and projected operating and financial performance; observed market multiples for comparable businesses; the uncertainty in the business associated with economic conditions; the fact that equity incentive grants relate to illiquid securities in a private company that had no liquid trading market; and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the company. Each of these assumptions involves highly complex and subjective estimates. Following the IPO, the fair value per share of our common stock for purposes of determining share-based compensation is the closing price of the Company’s common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — For pre-IPO and post-IPO stock option grants, the expected option term represents the period of time the option is expected to be outstanding. The simplified method is used to estimate the term since the Company does not have sufficient exercise history to calculate the expected term of stock options. • Volatility — For pre-IPO and post-IPO stock option grants, management determines the expected volatility based on historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Risk-Free Rate — For pre-IPO and post-IPO stock options, the risk-free rate is based on the yields of United States Treasury securities with maturities similar to the expected term of stock option for each stock option grant. • Forfeiture Rate — For pre-IPO and post-IPO stock options, estimates of pre-vesting forfeitures, or forfeiture rates, were based on our internal analysis, which primarily considers the award recipients’ position within the company. • Dividend Yield — Prior to the IPO, the Company had never declared or paid any cash dividends and had no intention to pay cash dividends. Consequently, an expected dividend yield of zero was used with respect to pre-IPO options. In connection with the IPO, the Company adopted a policy of paying quarterly cash dividends on our common stock. Our post-IPO stock option grants include an expected dividend yield which is commensurate with the annual dividends the Company has been declaring and paying since the IPO. In 2017, the Company granted Restricted Stock Units, “RSUs”, that contain service and, in certain instances, performance conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. The grant date fair value of stock-based awards is recognized as expense over the requisite service period on the graded-vesting method. Income Taxes The Company provides for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of income and comprehensive income as an adjustment to income tax expense in the period that includes the enactment date. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted Accounting Pronouncements | Note 2. In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance is applied prospectively and is effective for calendar year-end filers in 2020, with early adoption permitted. Adoption of ASU 2017-04 did not have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, to assist companies with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The new guidance requires a company to evaluate if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the guidance for revenue from contracts with customers. The guidance should be applied prospectively to any transactions occurring within the period of adoption. Management elected to early adopt the new guidance during the fourth quarter of 2017. Adoption of ASU 2017-01 did not have a significant impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which provides new guidance on restricted cash in the statement of cash flows. The new guidance requires the classification and presentation of changes in restricted cash and cash equivalents in the statement of cash flows. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending balances shown in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The guidance is applied retrospectively after adoption. Adoption of ASU 2016-18 did not have a significant impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 clarifies how certain cash receipts and payments should be presented in the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2016. Adoption of ASU 2016-15 did not have a significant impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2016. Adoption of ASU 2016-09 did not have a significant impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities), which revised entities’ accounting related to: (i) the classification and measurement of investments in equity securities; and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance is effective for the Company in annual periods ending after December 15, 2017 and requires a modified retrospective approach to adoption. Early adoption is only permitted for the provision related to instrument-specific credit risk. Adoption of ASU 2016-01 related to instrument-specific credit risk did not have a significant impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required. This standard is effective for fiscal years beginning after December 15, 2018. Management is currently assessing the impact that adopting this new accounting standard will have on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14 to defer the effective date for annual reporting to periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of the original effective date in ASU 2014-09, which is annual reporting periods beginning after December 15, 2016, however, the Company will not early adopt. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers which affect narrow aspects of the guidance issued in ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, Narrow Scope Improvements and Practical Expedients, which amends and clarifies certain aspects in ASU 2014-09 that include collectibility, presentation of sales and other taxes collected from customers, noncash consideration, contract modifications and completed contracts at transition. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 on accounting for licenses of intellectual property and identifying performance obligations. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which amends the principal versus agent guidance in ASU 2014-09. The standards are to be applied retrospectively and the Company has elected to utilize the full retrospective method. Management has completed its evaluation and aside from the new footnote disclosure requirements, does not believe these standards will have a material effect on the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements or notes thereto. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 3. In line with the Company’s strategic growth initiatives, Emerald acquired the assets and assumed the liabilities of several companies during 2017 (collectively, the “2017 acquisitions”), 2016 (collectively, the “2016 acquisitions”) and 2015 (collectively, the “2015 acquisitions”), as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. 2017 Acquisitions CEDIA The Company acquired the assets and assumed the liabilities associated with CEDIA Expo on January 25, 2017, for a total purchase price of $34.8 million, which included a negative working capital adjustment of approximately $1.2 million. The acquisition was financed with cash from operations and a draw on the Company’s revolving credit facility. All of the external acquisition costs of $0.2 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The revenue and net income generated from this acquisition during the 2017 post-acquisition period was $7.0 million and $1.5 million, respectively. The measurement period was closed during the fourth quarter of 2017. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) January 25, 2017 Prepaid expenses $ 0.3 Goodwill 24.9 Other intangible assets 11.1 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 34.8 InterDrone The Company acquired the assets and assumed the liabilities associated with the International Drone Conference and Exposition on March 10, 2017, for a purchase price of $8.2 million, which included a negative working capital adjustment of approximately $0.2 million and estimated contingent consideration of $3.8 million. The $4.4 million closing purchase payment was financed with cash from operations. The contingent consideration was primarily based upon performance thresholds around revenue and earnings. The liability was re-measured to fair value each reporting period using the Company’s most recent internal operational budgets. As a result of the Company’s review during the fourth quarter of 2017, the contingent consideration liability was re-measured to fair value which resulted in a $0.3 million increase in the fair value of the contingent consideration and is included in selling, general and administrative expense in the consolidated statements of income and comprehensive income. The $4.1 million contingent payment was settled in the fourth quarter of 2017. The measurement period was closed during the fourth quarter of 2017. All of the external acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The revenue and net income generated from this acquisition during the 2017 post-acquisition period was $1.7 million and $0.5 million, respectively. The measurement period was closed during the fourth quarter of 2017. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) March 10, 2017 Goodwill $ 5.5 Other intangible assets 2.9 Deferred revenues (0.2 ) Purchase price, including working capital adjustment $ 8.2 Snow Show The Company acquired the assets and assumed the liabilities associated with the SnowSports Industries America Snow Show on May 24, 2017, for a total purchase price of $16.8 million, which included a negative working capital adjustment of approximately $0.3 million and a deferred payment of $0.4 million. At the date of acquisition, the company entered into a sponsorship agreement for a non-exclusive right to use to the Snow Sports Industries mark. As a result of the sponsorship agreement, the company recorded a $0.4 million deferred payment that will be paid over the next ten years. The $0.4 million deferred payment is included in accounts payable and other current liabilities and other noncurrent liabilities in the consolidated balance sheets. The acquisition was financed with cash from operations. All of the external acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The revenue and net income generated from this acquisition during the 2017 post-acquisition period was immaterial. The measurement period was closed during the fourth quarter of 2017. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) May 24, 2017 Goodwill $ 11.3 Other intangible assets 5.8 Deferred revenues (0.3 ) Purchase price, including working capital adjustment $ 16.8 CPMG The Company acquired Connecting Point Marketing Group on November 29, 2017, for a total purchase price of $36.6 million, which included a working capital adjustment of approximately $1.4 million. The acquisition was financed with cash from operations and a draw from the Company’s revolving credit facility. All of the external acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The revenue and net income generated from this acquisition during the 2017 post-acquisition period was immaterial. The measurement period is expected to be closed during the first quarter of 2018. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) November 29, 2017 Cash $ 0.6 Trade and other receivables 5.1 Prepaid expenses 0.5 Goodwill 21.7 Other intangible assets 22.4 Accounts payable and other current liabilities (0.8 ) Deferred revenues (12.9 ) Purchase price, including working capital adjustment $ 36.6 T he Company recorded goodwill of $63.4 million and $40.0 million in the years ended December 31, 2017 and 2016, respectively. In the view of management, the goodwill recorded reflects the future cash flow expectations for the acquired businesses’ market positions in their respective trade show industries, synergies and assembled workforce. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. 2016 Acquisitions IGES On August 1, 2016, the Company acquired the assets and assumed the liabilities associated with the International Gift Exposition in the Smokies and the Souvenir Super Show for a total purchase price cash consideration of $3.7 million, which included a negative working capital adjustment of $1.3 million. The revenue and net income generated from this acquisition during the 2016 post-acquisition period was $2.5 million and $1.1 million, respectively. The measurement period was closed during the fourth quarter of 2016. All of the external acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) August 1, 2016 Prepaid expenses $ 0.1 Goodwill 2.9 Other intangible assets 1.8 Deferred revenue (1.1 ) Purchase price, including working capital adjustment $ 3.7 Collective On August 8, 2016, the Company acquired the assets and assumed the liabilities associated with the Swim Collective Trade Show and the Active Collective Trade Show for a purchase price of $14.2 million, which reflects the contingent consideration payment of $1.3 million that was settled during the year ended December 31, 2017. The contingent consideration was primarily based upon performance thresholds around revenue and earnings. The liability was re-measured to fair value each reporting period using the Company’s most recent internal operational budgets. During 2017, the Company recorded a $0.1 million decrease in the fair value of the contingent consideration liability which is included in selling, general and administrative expense in the consolidated statements of income and comprehensive income. The revenue and net income generated from this acquisition during the 2016 post-acquisition period was immaterial. The measurement period was closed during the second quarter of 2017. All of the external acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) August 8, 2016 Prepaid expenses $ 0.1 Goodwill 9.0 Other intangible assets 5.2 Deferred revenue (0.1 ) Purchase price, including working capital adjustment $ 14.2 Digital Dealer On October 11, 2016, the Company acquired the assets and assumed the liabilities associated with the Digital Dealer Conference & Expo, for a purchase price of $20.5 million. The Company paid $4.7 million of contingent consideration during the second quarter of 2017. The remaining $0.2 million contingent consideration was settled in the fourth quarter of 2017. The contingent consideration was primarily based upon performance thresholds around revenue and earnings. The liability was re-measured to fair value each reporting period using the Company’s most recent internal operational budgets. During 2017, the Company recorded a $0.8 million decrease in the fair value of the contingent consideration liability which is included in selling, general and administrative expense in the consolidated statements of income and comprehensive income. The contingent consideration liability is included in accounts payable and other accrued liabilities in the consolidated balance sheet at December 31, 2016. In conjunction with the acquisition, there is a $1.0 million contingent compensation payment that was settled in January 2018. Payment of this contingent amount is primarily based upon achievement of certain performance thresholds as well as the continued engagement of the seller. As such, the $1.0 million was determined to be compensation and is being ratably expensed during the requisite service period. For the year ended December 31, 2017, $0.8 million of the contingent compensation expense was included in selling, general and administrative expense in the consolidated statements of income and comprehensive income. As of December 31, 2017, $1.0 million is included in accounts payable and other accrued liabilities. As of December 31, 2016, $0.2 million is included in other noncurrent liabilities in the consolidated balance sheets. The revenue and net income generated from this acquisition during the 2016 post-acquisition period was immaterial. The measurement period for this acquisition was closed in the third quarter of 2017. All of the external acquisition costs of $0.5 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) October 11, 2016 Prepaid expenses $ 0.3 Goodwill 14.7 Other intangible assets 5.9 Deferred revenue (0.4 ) Purchase price, including working capital adjustment $ 20.5 Pavement On October 18, 2016, the Company acquired the assets and assumed the liabilities associated with the National Pavement Expo for a purchase price of $7.8 million. The Company paid $2.3 million of contingent consideration during the second quarter of 2017. The contingent consideration was primarily based upon performance thresholds around revenue and earnings. The liability was re-measured to fair value each reporting period using the Company’s most recent internal operational budgets. During 2017, the Company recorded a $0.9 million increase in the fair value of the contingent consideration liability which is included in selling, general and administrative expense in the consolidated statements of income and comprehensive income. The revenue and net income generated from this acquisition during the 2016 post-acquisition period was immaterial. The measurement period for this acquisition was closed in the second quarter of 2017. All of the external acquisition costs of $0.5 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) October 18, 2016 Prepaid expenses $ 0.1 Goodwill 5.3 Other intangible assets 2.8 Deferred revenue (0.4 ) Purchase price, including working capital adjustment $ 7.8 RFID On November 15, 2016, the Company acquired the assets and assumed the liabilities associated with RFID Journal LIVE! for a purchase price of $5.7 million. In conjunction with the acquisition, there are contingent compensation payments of $2.5 million scheduled to be settled during the first quarter of 2018 and 2019, which are primarily contingent upon achievement of certain performance thresholds and the continued employment of the seller. As such, the $2.5 million was determined to be compensation and is being ratably expensed during the requisite service period. For the year ended December 31, 2017, $1.7 million of the contingent compensation expense was included in selling, general and administrative expense in the consolidated statements of income and comprehensive income. As of December 31, 2017, $1.2 million and $0.7 is included in accounts payable and other accrued liabilities and other noncurrent liabilities, respectively, in the consolidated balance sheets. As of December 31, 2016, $0.2 million is included in other noncurrent liabilities. The revenue and net income generated from this acquisition during the 2016 post-acquisition period was immaterial. The measurement period for this acquisition was closed in the third quarter of 2017. All of the external acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) November 15, 2016 Prepaid expenses $ 0.1 Goodwill 4.2 Other intangible assets 2.3 Deferred revenue (0.9 ) Purchase price, including working capital adjustment $ 5.7 ACRE On December 13, 2016, the Company acquired the assets and assumed the liabilities associated with the American Craft Retailers Expo for a purchase price of $5.0 million, which includes a negative working capital adjustment of $1.1 million. The revenue and net income generated from this acquisition during the 2016 post-acquisition period was immaterial. All of the external acquisition costs of $0.3 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) December 13, 2016 Prepaid expenses $ 0.1 Goodwill 3.8 Other intangible assets 2.1 Deferred revenue (1.0 ) Purchase price, including working capital adjustment $ 5.0 2015 Acquisitions HCD Emerald acquired the assets and assumed the liabilities associated with Healthcare Design Conference and Expo, Healthcare Design Magazine, Environments for Aging and Construction Super Conference on February 27, 2015, for a total purchase price consideration of $22.5 million. The acquisition was financed with cash from operations. All of the external acquisition costs of $0.7 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The revenue and net income generated from this acquisition during the 2015 post-acquisition period was $7.8 million and $0.9 million, respectively. The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) February 27, 2015 Trade and other receivables $ 1.1 Prepaid expenses 0.2 Goodwill 13.1 Other intangible assets 10.6 Accounts payable and other current liabilities (0.3 ) Deferred revenues (2.2 ) Purchase price, including working capital adjustment $ 22.5 Pizza Group The Company acquired all of the outstanding interests of Macfadden Protech, LLC, a Delaware limited liability company, which holds the assets and assumed the liabilities associated with International Pizza Expo, and the trade magazine Pizza Today on March 3, 2015, for a total purchase price consideration of $27.9 million, comprised of base consideration of $27.0 million, $0.9 million related to estimated net revenues generated in March 2015 when the Pizza Expo show staged and $0.1 million for estimated working capital received. The acquisition was financed with cash from operations. The revenue and net income generated from this acquisition during the 2015 post-acquisition period was $6.0 million and $0.6 million, respectively. All of the external acquisition costs of $0.6 million were expensed as incurred during the first quarter of 2015 and included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) March 3, 2015 Trade and other receivables $ 0.4 Event net revenue receivable 0.9 Prepaid expenses 1.0 Goodwill 17.3 Other intangible assets 11.6 Accounts payable and other current liabilities (0.1 ) Deferred revenues (3.2 ) Purchase price, including working capital adjustment $ 27.9 HOW The Company acquired all of the assets and assumed the liabilities of HOW Design Live and the HOW Interactive Design Conference Sense from F+W Media, Inc. on October 14, 2015 for a purchase price of $27.6 million which includes a negative working capital adjustment of $0.5 million. The acquisition was financed with cash from operations and a draw from the Company’s revolving credit facility. The revenue and net income generated from this acquisition during the 2015 post-acquisition period was immaterial. All of the external acquisition costs of $0.6 million were expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) October 14, 2015 Prepaid expenses $ 0.3 Goodwill 20.5 Other intangible assets 7.2 Deferred revenues (0.4 ) Purchase price, including working capital adjustment $ 27.6 Fastener Expo Emerald acquired all of the assets and assumed the liabilities of National Industrial Fastener and Mill Supply Expo from the show’s co-owners on November 12, 2015 for a purchase price of $10.8 million which included a positive working capital adjustment of $0.1 million. The acquisition was financed with $6.2 million of cash from operations and the assumption of a $4.5 million note payable from the seller. The note was paid in full in January 2016. The revenue and net income generated from this acquisition during the 2015 post-acquisition period was immaterial. All of the external acquisition costs of $0.5 million were expensed as incurred during the second half of 2015 and are included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) November 12, 2015 Prepaid expenses $ 0.1 Goodwill 6.8 Other intangible assets 3.9 Purchase price, including working capital adjustment $ 10.8 Pro-forma financial information The following table represents the unaudited pro-forma revenue and net income for the years ended December 31, 2017, 2016 and 2015 as if each acquisition had occurred on the first day of the fiscal year preceding the actual transaction date and after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The supplemental unaudited pro-forma financial information is presented for information 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. Year ended December 31, (in millions) 2017 2016 2015 (Unaudited) Pro-forma revenues $ 360.7 $ 364.1 $ 331.7 Pro-forma net income $ 90.6 $ 28.5 $ 23.9 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. This supplemental pro-forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisitions been made at the beginning of the year prior to the year in which the acquisitions closed, nor is it indicative of any future results. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 4. Goodwill and Other Intangible Assets Goodwill The table below summarizes the changes in the carrying amount of goodwill: (in millions) Balance at December 31, 2015 890.3 HOW adjustment 0.1 2016 acquisitions 39.9 Balance at December 31, 2016 $ 930.3 2017 acquisitions 63.4 Balance at December 31, 2017 $ 993.7 Other Intangible Assets Other intangible assets consisted of the following: (in millions) December 31, 2016 Additions Disposals Transfers December 31, 2017 Indefinite-lived intangible assets Trade names $ 278.8 $ 19.7 $ - $ - $ 298.5 Amortizable intangibles Customer-related intangibles 382.8 26.0 - - 408.8 Computer software 8.0 - - 0.4 8.4 669.6 45.7 - 0.4 715.7 Accumulated amortization Customer-related intangibles (124.4 ) (41.3 ) - - (165.7 ) Computer software (4.4 ) (1.0 ) - - (5.4 ) (128.8 ) (42.3 ) - - (171.1 ) Capitalized software in progress 0.4 0.4 - (0.4 ) 0.4 Total other intangibles, net $ 541.2 $ 3.8 $ - $ - $ 545.0 (in millions) December 31, 2015 Additions Disposals Transfers December 31, 2016 Indefinite-lived intangible assets Trade names $ 270.4 $ 8.4 $ - $ - $ 278.8 Amortizable intangibles Customer-related intangibles 371.0 11.8 - - 382.8 Computer software 7.3 - - 0.7 8.0 648.7 20.2 - 0.7 669.6 Accumulated amortization Customer-related intangibles (86.0 ) (38.4 ) - - (124.4 ) Computer software (3.4 ) (1.0 ) - - (4.4 ) (89.4 ) (39.4 ) - - (128.8 ) Capitalized software in progress 0.1 1.0 - (0.7 ) 0.4 Total other intangibles, net $ 559.4 $ (18.2 ) $ - - $ 541.2 Amortization expense for the years ended December 31, 2017, 2016 and 2015 was $42.3 million, $39.3 million and $37.9 million, respectively. Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2018 $ 44.3 2019 44.3 2020 44.2 2021 43.7 2022 41.7 Thereafter 28.3 $ 246.5 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment, net, consisted of the following: December 31, (in millions) 2017 2016 Leasehold improvements $ 2.1 $ 1.8 Furniture, equipment and other 5.3 4.7 $ 7.4 6.5 Less: Accumulated depreciation (3.6 ) (2.7 ) Property and equipment, net $ 3.8 $ 3.8 Depreciation expense related to property and equipment for the years ended December 31, 2017, 2016 and 2015 was $0.9 million, $0.7 million and $1.1 million, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6. Long-Term Debt Long-term debt is comprised of the following indebtedness to various lenders: (in millions) December 31, 2017 December 31, 2016 Term Loan Facility, with interest at LIBOR plus 3.75% (equal to 4.75%) due 2020, net (a) $ - $ 702.1 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.42%) due 2024, net (b) 554.2 - Less: Current maturities 5.7 8.8 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 548.5 $ 693.3 (a) Term Loan Facility as of December 31, 2016 is recorded net of unamortized discount of $6.0 million and net of unamortized deferred financing fees $5.2 million. (b) Amended and Restated Term Loan Facility as of December 31, 2017 is recorded net of unamortized discount of $3.6 million and net of unamortized deferred financing fees of $4.4 million. Amended and Restated Senior Secured Credit Facilities Prior to October 2016, the senior secured credit facilities consisted of (a) a seven-year $430.0 million senior secured term loan facility (the “Term Loan Facility”) and (b) a $90.0 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together the “Senior Secured Credit Facilities”). On May 8, 2017, using the net proceeds from the initial public offering, the Company prepaid $159.2 million of borrowings outstanding under the Term Loan Facility. On May 22, 2017, EEH amended and restated the Senior Secured Credit Facilities (the “Amended and Restated Senior Secured Credit Facilities”), which consist of (i) a seven-year $565.0 million senior secured term loan facility (the “Amended and Restated Term Loan Facility”), scheduled to mature on May 22, 2024 and (ii) a $150.0 million senior secured revolving credit facility (the “Amended and Restated Revolving Credit Facility” and, together with the Amended and Restated Term Loan Facility, the “Amended and Restated Senior Secured Credit Facilities”), scheduled to mature on May 23, 2022. On November 27, 2017, entered into the Refinancing Agreement and First Amendment to the Amended and Restated Senior Secured Credit Facilities to reduce the interest rate applicable to term loans under the Amended and Restated Term Loan Facility, by 25 basis points, and on November 29, 2017, EEH entered into the Repricing Agreement and Second Amendment to the Amended and Restated Credit Agreement to reduce the interest rate applicable to revolving loans under the Amended and Restated Revolving Credit Agreement by 25 basis points. The Amended and Restated Term Loan Facility proceeds of $563.6 million (net of a $1.4 million original issuance discount) were used to repay the outstanding principal and interest under the Term Loan Facility, pay third party fees of $6.4 million and pay $0.8 million in financing fees related to the increase in commitments under the Amended and Restated Revolving Credit Facility. An additional $1.5 million in third party fees were paid with cash from operations. Of the $6.4 million in third party fees, $3.8 million were recognized as interest expense. The remaining $2.6 million, together with the $1.5 million in third party fees that were paid with cash from operations, were recorded as deferred financing fees. The $1.4 million original issuance discount and the $2.6 million in deferred financing fees will be amortized over the life of the Amended and Restated Term Loan Facility using the effective interest method. The $0.8 million in deferred financing fees related to the Amended and Restated Revolving Credit Facility will be amortized over the life of the facility using the straight-line method. In connection with the November 2017 repricings, third party fees of $0.7 million, were recognized as interest expense. The Amended and Restated Senior Secured Credit Facilities allow for EEH to choose from the following two interest rate options: - Alternate Base Rate (“ABR”) loans bear interest at a rate equal to a spread, or applicable margin, above the greatest of (i) the administrative agent’s prime rate, (ii) the Federal Funds Rate plus 50 basis points, and (iii) the one month London Interbank Offered Rate (“LIBOR”) plus 1.00%. or - LIBOR loans bear interest at a rate equal to a spread, or applicable margin, over the LIBOR rate. From May 22, 2017 through the Effective Date, the spread, or applicable margin, was 2.00% for ABR loans and 3.00% for LIBOR loans. After the Effective Date, the spread, or applicable margin, was 1.75% for ABR loans and 2.75% for LIBOR loans. Following the first fiscal quarter after the Effective Date, (i) the applicable margin will step down by 0.25% if EEH’s Total First Lien Net Leverage Ratio (as defined in the Amended and Restated Senior Secured Credit Facilities) is lower than 2.75 to 1.00 and (ii) the applicable margin under the Amended and Restated Revolving Credit Facility (but not the Amended and Restated Term Loan Facility) will step down by an additional 0.25% if EEH’s Total First Lien Net Leverage Ratio is less than 2.50 to 1.00. EEH is required to pay a quarterly commitment fee in respect of the unutilized commitments under the Amended and Restated Revolving Credit Facility in an amount equal to 0.50% per annum, calculated on the unused portion of the facility, which may be reduced to 0.375% upon achievement of a Total First Lien Ratio of 3.50 to 1.50. Upon the issuance of letters of credit under the Amended and Restated Revolving Credit Facility, EEH is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to LIBOR) for the Amended and Restated Revolving Credit Facility. EEH had zero borrowings under its Amended and Restated Revolving Credit Facility as of December 31, 2017 and 2016. EEH had $0.9 million and $0.6 million in stand-by letters of credit issuances under its Amended and Restated Revolving Credit Facility and its Revolving Credit Facility as of December 31, 2017 and December 31, 2016, respectively. Payments and Commitment Reductions The Amended and Restated Term Loan Facility requires repayment in equal quarterly installments of 0.25% of the $565.0 million (the principal amount outstanding on May 22, 2017), with the balance due at maturity. Installment payments on the Amended and Restated Term Loan Facility are due on the last business day of each quarter, commencing on September 29, 2017. Subject to the certain customary exceptions and limitations, EEH is required to prepay amounts outstanding under the Amended and Restated Term Loan Facility under specified circumstances, including 50.0% of Excess Cash Flow (“ECF”), subject to step-downs to 25% and 0% of excess cash flow at certain leverage based thresholds, and with 100% of the net cash proceeds of asset sales and casualty events in excess of certain thresholds (subject to certain reinvestment rights). EEH may prepay the loans in whole or part without premium or penalty. Guarantees; Collateral; Covenants; Events of Default All obligations under the Amended and Restated Senior Secured Facility are guaranteed by EEH’s direct parent company and, subject to certain exceptions, by all of EEH’s direct and indirect wholly owned domestic subsidiaries. As of December 31, 2017, all of EEH’s subsidiaries and EEH’s direct parent have provided guarantees. Subject to certain limitations, the obligations under the Amended and Restated Senior Secured Credit Facilities are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by EEH or by any guarantor. The Amended and Restated Senior Secured Credit Facilities contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on repayments of subordinated indebtedness; limitations on transactions with affiliates; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business. In addition, the Amended and Restated Revolving Credit Facility contains a financial covenant requiring EEH to comply with a 5.50 to 1.00 total first lien net secured leverage ratio test. This financial covenant is tested quarterly only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Amended and Restated Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder. As of December 31, 2017, this financial covenant has not been triggered and EEH was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities as of December 31, 2017. During the year ended December 31, 2017, EEH made borrowings of $43.0 million and repayments of $43.0 million on the Amended and Restated Revolving Credit Facility. During the year ended December 31, 2016, EEH made borrowings and repayments of $8.0 million on the Revolving Credit Facility. EEH had $0.9 million and $0.6 million in stand-by letter of credit issuances under the Amended and Restated Revolving Credit Facility and the Revolving Credit Facility as of December 31, 2017 and December 31, 2016, respectively. Interest Expense Interest expense reported in the consolidated statements of income and comprehensive income consist of the following: Year ended December 31, (in millions) 2017 2016 2015 Senior secured term loan $ 32.6 $ 29.9 $ 27.2 9.00% Senior notes - 14.9 18.1 Noncash interest for amortization of debt discount and debt issuance costs 4.6 5.2 4.7 Realized and unrealized loss on interest rate swap and floor, net - 0.8 1.5 Revolving credit facility commitment fees 1.1 0.6 0.5 $ 38.3 $ 51.4 $ 52.0 Interest Rate Swap and Floor In March 2014, the Company entered into forward interest rate swap and floor contracts to manage and reduce its interest rate risk. The Company’s interest rate swap and floor have an effective date of December 31, 2015 and are settled on the last business day of each month of March, June, September and December, beginning March 31, 2016 through December 31, 2018. The Company made payments and recognized a realized loss of $1.4 million and $1.5 million during the year ended December 31, 2017 and 2016, respectively, representing the differential between the three-month LIBOR rate 2.705%, on the principal amount of $100.0 million. The Company marks-to-market its interest rate contracts quarterly with the unrealized and realized gains and losses included in interest expense in the consolidated statements of income and comprehensive income. For the years ended December 31, 2017 and 2016, the Company recorded an unrealized gain of $1.4 million and $0.7 million, respectively. The liability is included in accounts payable and other current liabilities and noncurrent liabilities in the consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7. Fair Value Measurements As of December 31, 2017 and 2016, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the tables below: December 31, 2017 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 10.9 $ 10.9 $ - $ - Total assets at fair value $ 10.9 $ 10.9 $ - $ - Liabilities Interest rate swap and floor (a) $ 0.8 $ - $ 0.8 $ - Contingent consideration (a) 1.6 - - 1.6 Total liabilities at fair value $ 2.4 $ - $ 0.8 $ 1.6 (a) Included in accounts payable and other current liabilities in the consolidated balance sheets. December 31, 2016 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 14.9 $ 14.9 $ - $ - Total assets at fair value $ 14.9 $ 14.9 $ - $ - Liabilities Interest rate swap and floor (a) $ 2.3 $ - $ 2.3 $ - Contingent consideration (b) 8.5 - - 8.5 Total liabilities at fair value $ 10.8 $ - $ 2.3 $ 8.5 (a) Included in accounts payable and other current liabilities and other noncurrent liabilities in the consolidated balance sheets. (b) Included in accounts payable and other current liabilities in the consolidated balance sheets. The following table sets forth a summary of changes in the fair value of the Company’s Level 3 fair value measurements for the years ended December 31, 2016 and 2017. (in millions) December 31, 2015 Additions December 31, 2016 Loss recognized in earnings from changes in fair value Payments Additions December 31, 2017 Contingent consideration $ - $ 8.5 $ 8.5 $ 0.3 $ (12.6 ) $ 5.4 $ 1.6 The contingent consideration liability of $1.6 million as of December 31, 2017 is expected to be settled in 2018. The unobservable inputs used in calculating contingent consideration include probability weighted estimates regarding the likelihood of achieving revenue and EBITDA targets for the respective show acquired. The liability is re-measured to fair value each reporting period using the Company’s most recent internal operational budget. The determination of the fair value of the contingent consideration liabilities could change in future periods based upon the Company’s ongoing evaluation of the changes in the probability of achieving the revenue or EBITDA targets. Any such changes in fair value will be recorded in selling, general and administrative expense in the consolidated statements of income and comprehensive income. The contingent consideration liabilities of $8.5 million as of December 31, 2016 were settled in 2017. These liabilities were re-measured to fair value each reporting period using the Company’s most recent internal operational budgets. There were no remeasurement adjustments or payments of earn out liabilities between the acquisition dates and December 31, 2016. During our internal reviews in 2017, the Company recorded a $0.3 million increase in fair value which is included in selling, general and administrative expense in the consolidated statements of income and comprehensive income. |
Related-Party and Former Parent
Related-Party and Former Parent Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party and Former Parent Transactions | Note 8. Related-Party and Former Parent Transactions Emerald entered into a Services Agreement, dated June 17, 2013, with Onex Partners. Under the Services Agreement, Onex Partners provided expertise and advisory services, including, financial and structural analysis, due diligence investigations, and other advice and negotiation assistance. The fee for these services was payable quarterly. In conjunction with the Company’s initial public offering, the Service Agreement was terminated. The Onex Partners service expense was $0.2 million, $0.8 million and $0.8 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income and comprehensive income. |
Shareholders' Equity and Stock-
Shareholders' Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity and Stock-Based Compensation | Note 9. Shareholder’s Equity and Stock-Based Compensation Emerald Expositions Events, Inc. Common Stock Issuances In the first quarter of 2017, 2016 and 2015, the Board of Directors approved and granted 8,625, 11,625 and 4,375 shares, respectively, of the Company’s common stock to the Company’s independent directors as part of their Board compensation. On April 28, 2017, the Company’s stock began trading on the New York Stock Exchange under the symbol “EEX”. On May 3, 2017, the Company completed the initial public offering of its common stock. The Company sold a total of 10,333,333 shares of common stock. On May 24, 2017, the Board of Directors declared and approved a dividend on each share of common stock outstanding on the record date (June 7, 2017), payable to the Company’s common stock holders on June 21, 2017. The dividend payment was $0.07 per share and resulted in an aggregate dividend payment of $5.1 million. On August 1, 2017, the Board of Directors declared and approved a dividend on each share of common stock outstanding on the record date (August 17, 2017), payable to the Company’s common stock holders on August 31, 2017. The dividend payment was $0.07 per share and resulted in an aggregate dividend payment of $5.1 million. On October 27, 2017, the Board of Directors declared and approved a dividend on each share of common stock outstanding on the record date (November 16, 2017), payable to the Company’s common stock holders on November 30, 2017. The dividend payment was $0.07 per share and resulted in an aggregate dividend payment of $5.1 million. Emerald Expositions Events, Inc. 2013 Stock Option Plan (“the 2013 Plan”) and 2017 Omnibus Equity Plan (“the 2017 Plan”) Effective June 17, 2013 the Company’s Board of Directors approved the adoption of the Expo Event Holdco, Inc. 2013 Stock Option Plan (“the 2013 Plan”) and reserved 4,963,875 shares for awards to be issued under the 2013 Plan. The 2013 Plan was amended effective July 19, 2013 to increase the shares reserved to be issued under the plan to 5,227,750 shares. Primarily as a result of the acquisition of GLM in January 2014 and the 17,500,000 additional common stock shares issued to partially fund that acquisition, the 2013 Plan was amended effective April 22, 2014 to reserve an additional 2,177,000 shares for issuance. Following the Company’s IPO, the 2013 Plan will no longer be used for future grants. In April 2017, the Company adopted the 2017 Omnibus Equity Plan (the “2017 Plan”). The Company’s stockholders approved the 2017 Plan and it became effective in connection with the Company’s initial public offering. Under the 2017 Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock, restricted stock units (“RSUs”) and stock appreciation rights, dividend equivalent rights, share awards and performance-based awards to employees, directors or consultants. The Company has initially reserved 5,000,000 shares of its common stock for issuance under the 2017 Plan. A total of 4,851,591 shares were available for future grant under the 2017 Plan at December 31, 2017. The Board of Directors determines eligibility, vesting schedules and exercise prices for award grants. Option grants have a contractual term of 10 years from the date of grant. Under the 2013 Plan, the options were granted in two or three tranches with varying exercise prices with Tranche 1 exercise price being equal to the fair market value the Company’s common stock at the date of grant. Tranche 1: 50% or 75% option shares at exercise price at fair market value of common stock (varied); Tranche 2: 25% option shares at exercise price above fair market value and Tranche 3: 0% - 25% option shares at exercise price above fair market value. Under the 2017 Plan, the options have been granted in one tranche with the exercise price being equal to the fair market value of the Company’s common stock at the date of grant. Vesting of all option grants begins at the first anniversary of the date of grant. Options granted under the 2013 Plan vest 20% per year over five years. Options granted under the 2017 Plan vest 25% per year over four years. Stock Options The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2015 Range Weighted-Average Expected volatility 26.14% to 35.55% Dividend yield 0.00% Risk-free interest rate 1.49% to 2.14% Expected term (in years) 5.50 to 7.50 Weighted-average fair value at grant date $ 3.57 Year Ended December 31, 2016 Range Weighted-Average Expected volatility 25.68% to 33.88% Dividend yield 0.00% Risk-free interest rate 1.15% to 1.65% Expected term (in years) 5.50 to 7.50 Weighted-average fair value at grant date $ 3.56 Year Ended December 31, 2017 Range Weighted-Average Expected volatility 24.12% to 26.04% Dividend yield 1.30% Risk-free interest rate 1.91% to 2.04% Expected term (in years) 5.25 to 7.00 Weighted-average fair value at grant date $ 5.53 Stock option activity for the year ended December 31, 2017, was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (share data in thousands) (years) (millions) Outstanding at December 31, 2016 7,157 $ 10.91 Granted 45 22.66 Exercised (402 ) 13.15 Forfeited (247 ) 12.04 Outstanding at December 31, 2017 6,553 $ 10.82 5.91 $ 62.5 Exercisable at December 31, 2017 4,686 $ 10.64 5.80 $ 45.5 Information regarding fully vested and expected to vest stock options as of December 31, 2017 is as follows: Weighted Average Exercise Price Number of Options Weighted Average Remaining Contractual Life $8.00 3,309 5.78 $10.40 240 6.92 $12.00 1,602 5.89 $13.03 8 8.12 $16.00 1,342 5.93 $22.66 44 9.73 $10.82 6,545 5.91 The aggregate intrinsic value is the amount by which the fair value of our common stock exceeded the exercise price of the options at December 31, 2017, for those options for which the market price was in excess of the exercise price. The Company recorded stock-based compensation expense for the stock option grants for the years ended December 31, 2017, 2016 and 2015 of $1.7 million, $3.0 million and $5.1 million, respectively, which is included in selling, general and administrative expenses on the consolidated statements of income and comprehensive income. The related deferred tax benefit for stock-based compensation recognized was $0.6 million, $1.1 million and $2.0 million for the years ended December 31, 2017, 2016, and 2015, respectively. There were 4,685,974 stock options vested and exercisable at December 31, 2017. The total fair value of shares vested during the years ended December 31, 2017, 2016 and 2015 based on weighted average grant date fair value was $3.7 million, $3.7 million, and $3.8 million, respectively. Restricted Stock Units In 2017, the Company granted RSUs that contain service and, in certain instances, performance conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. Stock-based compensation expense recognized in the year ended December 31, 2017 was $0.7 million. The Company’s summary of RSU activity under the 2017 Plan was as follows: Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2016 - $ - Granted 105 22.02 Forfeited (2 ) 21.32 Unvested balance, December 31, 2017 103 $ 22.03 There was a total of $1.2 million unrecognized stock-based compensation expense at December 31, 2017 related to unvested stock options and RSUs expected to be recognized over a weighted-average period of 0.9 years. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10. Earnings Per Share 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 stock options were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented, but could be dilutive in the future. On April 10, 2017, the Company effected a 125-for-one stock split of the Company’s issued and outstanding common shares and increased its authorized shares of common stock to 800,000,000 shares. The par value of the common stock was not adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the consolidated financial statements have been retroactively restated to reflect the stock split. Fractional shares resulting from the stock split were rounded down to the nearest whole share. The details of the computation of basic and diluted earnings per common share are as follows: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2017 2016 2015 Net income $ 81.8 $ 22.2 $ 19.6 Weighted average common shares outstanding 68,912 61,859 61,847 Basic earnings per share $ 1.19 $ 0.36 $ 0.32 Net income $ 81.8 $ 22.2 $ 19.6 Weighted average common shares outstanding 68,912 61,859 61,847 Diluted effect of stock options 3,204 1,435 669 Diluted weighted average common shares outstanding 72,116 63,294 62,516 Diluted earnings per share $ 1.13 $ 0.35 $ 0.31 Anti-dilutive shares excluded from diluted earnings per share calculation 63 1,691 3,666 |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plans | Note 11. Defined Contribution Plans On January 1, 2014, the Company established the Emerald Expositions, Inc. 401(k) Savings Plan (the “Emerald Plan”). The Company matches 50% of up to 6% of an eligible plan participant’s compensation for the contribution period. For each of the years ended December 31, 2017, 2016 and 2015 the Company recorded compensation expense of $0.9 million for the employer matching contribution. On January 1, 2015 the Emerald Plan’s name changed to the Emerald Expositions, LLC 401(k) Savings Plan. Beginning on January 15, 2014, Emerald acquired as part of the GLM acquisition, the George Little Management, LLC 401(k) and Profit Sharing Plan (the “GLM Plan”). The GLM Plan was a self-administered defined contribution plan. On January 1, 2015 the GLM Plan was merged into the Emerald Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The (benefit from) provision for income taxes attributable to income before income taxes consisted of: December 31, (in millions) 2017 2016 2015 Current Federal $ 0.6 $ 1.0 $ 0.8 State and local 4.3 2.6 1.6 4.9 3.6 2.4 Deferred Federal (38.9 ) 11.3 9.8 State and local (1.0 ) (0.9 ) (1.9 ) (39.9 ) 10.4 7.9 Total (benefit from) provision for income taxes $ (35.0 ) $ 14.0 $ 10.3 The Company’s provision for income taxes was different from the amount computed by applying the statutory federal income tax rate of 35% to the underlying income before income taxes as a result of the following: December 31, (in millions) 2017 2016 2015 Income before income taxes $ 46.8 $ 36.2 $ 29.9 U.S. statutory tax rate 35.0 % 35.0 % 35.0 % Taxes at the U.S. statutory rate 16.4 12.7 10.5 Tax effected differences State and local taxes, net of federal benefit 1.9 1.5 1.3 Excess tax deductions on share-based payments (1.0 ) - - Change in valuation allowance - - (0.1 ) Change in tax rates (52.1 ) (0.4 ) (1.7 ) Change in uncertain tax positions (0.4 ) - - Other, net 0.2 0.2 0.3 Total (benefit from) provision for income taxes $ (35.0 ) $ 14.0 $ 10.3 The change in tax rates is primarily a result of the Tax Cuts and Jobs Act, which reduced the Federal Statutory rate from 35% to 21% beginning January 1, 2018. Changes in the relative mix of revenue derived, wages paid and property locations by state, impact the Company’s apportionment factors and blended state tax rates which are applied in measuring its deferred tax assets and liabilities. Deferred taxes consisted of the following: December 31, (in millions) 2017 2016 Deferred tax assets Net operating loss carryforwards $ 0.3 $ 21.3 Deferred compensation 1.4 0.1 Stock-based compensation 4.5 6.2 Fixed asset depreciation 0.4 0.8 Accrued expenses 0.3 0.4 Credits 2.8 3.3 Other assets 1.1 2.0 Deferred tax assets 10.8 34.1 Valuation allowance (0.3 ) (0.3 ) Net deferred tax assets 10.5 33.8 Deferred tax liabilities Goodwill and intangible assets (110.7 ) (173.9 ) Net deferred tax liability $ (100.2 ) $ (140.1 ) Recognized as Deferred income taxes, noncurrent $ (100.2 ) $ (140.1 ) $ (100.2 ) $ (140.1 ) The Tax Cuts and Jobs Act was enacted on December 22, 2017, and permanently reduces the U.S. federal corporate tax rate from 35% to 21%. Accounting Standard Codification ("ASC") 740 requires filers to record the effect of tax law changes in the period enacted. However, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118"), that permits filers to record provisional amounts during a measurement period ending no later than one year from the date of the Tax Cuts and Jobs Act enactment. As of December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the Tax Cuts and Jobs Act. However, the Company has recorded a provisional tax benefit of $52.1 million for the remeasurement of certain deferred tax liabilities in the U.S. from 35% to 21%. This provisional amount is included as a component of (benefit from) provision for income taxes as reported in the consolidated statements of operations and comprehensive income. Additionally, the Company has not recorded provisional amounts for other aspects of the Tax Cuts and Jobs Act, including the potential impact of items effective January 1, 2018 and continue to account for those items based on its existing accounting under ASC 740 and the provisions of the tax laws that were in effect immediately prior to enactment. Further, the Company anticipates the Department of the Treasury, FASB and other regulators to release additional guidance and authority that could affect the accounting for the tax effects of enactment of the Tax Cuts and Jobs Act. At December 31, 2017 and 2016, the Company had federal net operating loss carryforwards of approximately zero and $59.9 million, respectively. At December 31, 2017 and 2016, the Company had federal alternative minimum tax (“AMT”) credit carryforwards of approximately $2.8 million and $3.3 million, respectively, and the AMT credits have an indefinite carryover period. The following table reflects changes in the gross unrecognized tax benefits: December 31, (in millions) 2017 2016 2015 Gross unrecognized tax benefits-beginning of period $ 0.4 $ 0.4 $ 0.5 Decreases related to prior year tax positions (0.4 ) - (0.1 ) Increases related to current year tax provisions 1.7 - - Gross unrecognized tax benefits-end of period $ 1.7 $ 0.4 $ 0.4 During all years presented, the Company recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes in the consolidated statements of operations and comprehensive income. The amount of interest and penalties accrued as of December 31, 2017 and 2016 were not material. If the balance of gross unrecognized tax benefits of $1.7 million as of December 31, 2017 were realized in a future period, this would result in a tax benefit of $0.5 million within the provision for income taxes at such time. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Leases and Other Contractual Arrangements The Company has entered into operating leases and other contractual obligations to secure real estate facilities 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. The amounts presented below represent the minimum annual payments under the Company’s purchase obligations that have initial or remaining non-cancelable terms in excess of one year. Years Ending December 31, (in millions) 2018 2019 2020 2021 2022 There-after Total Operating leases $ 3.9 $ 3.8 $ 3.9 $ 3.3 $ 3.0 $ 10.8 $ 28.7 Other contractual obligations 41.7 18.2 12.6 1.0 0.3 - 73.8 $ 45.6 $ 22.0 $ 16.5 $ 4.3 $ 3.3 $ 10.8 $ 102.5 Total expenses incurred under operating leases were $4.3 million, $2.6 million and $3.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. Other Contingent Commitments 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 consolidated balance sheet, 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 consolidated financial statements. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | Note 14. Accounts payable and other current liabilities Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2017 2016 Accrued personnel costs $ 7.6 $ 7.0 Other current liabilities 6.4 5.2 Contingent consideration 1.6 8.5 Accrued event costs 3.6 3.6 Trade payables 5.3 3.8 Accrued interest 0.5 0.1 Total accounts payable and other current liabilities $ 25.0 $ 28.2 Other current liabilities is primarily comprised of corporate accruals and the current portion of the liability related to the interest rate swap and floor. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 15. Subsequent Event On January 26, 2018, the Company’s Board of Directors approved, and the Company subsequently declared, the payment of a cash dividend of $0.07 per share for the quarter ending March 31, 2018 to holders of record of the Company’s common stock as of February 9, 2018. |
Schedule I _ Condensed Financia
Schedule I – Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I – Condensed Financial Information of Registrant | Emerald Expositions Events, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Condensed Balance Sheets December 31, 2017 and 2016 (dollars in millions, share data in thousands except par value) 2017 2016 Assets Current assets Receivable from related parties $ - $ - Total current assets - - Noncurrent assets Long term receivable from related parties - - Investment in subsidiaries 761.2 527.7 Total assets $ 761.2 $ 527.7 Liabilities and Shareholders' Equity Current liabilities Payable to subsidiary $ - $ - Total current liabilities - - Noncurrent liabilities Long term payable to subsidiary - - Total liabilities $ - $ - Shareholders' equity Preferred stock, $0.01 par value; authorized shares at December 31, 2017: 80,000; no shares issued and outstanding at December 31, 2017 - - Common stock, $0.01 par value; authorized shares: 800,000; Issued and outstanding shares: 72,604 and 61,860 at December 31, 2017 and 2016, respectively 0.7 0.6 Additional paid-in capital 677.1 510.3 Retained earnings 83.4 16.8 Total shareholders' equity $ 761.2 $ 527.7 Total liabilities and shareholders' equity $ 761.2 $ 527.7 Emerald Expositions Events, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Condensed Statements of Income and Comprehensive Income December 31, 2017, 2016 and 2015 (dollars in millions) 2017 2016 2015 Revenues $ - $ - $ - Other income - - - Cost of revenues - - - Selling, general and administrative expense - - - Depreciation and amortization expense - - - Intangible asset impairment charge - - - Operating income - - - Interest expense - - - Loss on extinguishment of debt - - - Income before income taxes - - - (Benefit from) provision for income taxes - - - Earnings before equity in net income and comprehensive income of subsidiaries - - - Equity in net income and comprehensive income of subsidiaries 81.8 22.2 19.6 Net income and comprehensive income $ 81.8 $ 22.2 $ 19.6 Emerald Expositions Events, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Notes to Condensed Financial Statements December 31, 2017, 2016 and 2015 1. Basis of Presentation In the parent-company-only financial statement, Emerald Expositions Events, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company’s consolidated financial statements. A condensed statement of cash flows was not presented because Emerald Expositions Events, Inc.’s net operating activities have no cash impact and there were no investing or financing cash flow activities during the fiscal years ended December 31, 2017, 2016 and 2015. Income taxes and non-cash stock-based compensation have been allocated to the Company’s subsidiaries for the fiscal years ended December 31, 2017, 2016 and 2015. 2. Guarantees and Restrictions On May 22, 2017, EEH entered into the Amended and Restated Senior Secured Credit Facilities, by and among Expo Event Midco, Inc. (“EEM”), EEH and EEH’s subsidiaries as guarantors, various lenders from time to time party thereto and Bank of America, N.A., as administrative agent. The Amended and Restated Senior Secured Credit Facilities include restrictions on the ability of EEH and its restricted subsidiaries to incur additional liens and indebtedness, make investments and dispositions, pay dividends and make intercompany loans and advances or enter into other transactions, among other restrictions, in each case subject to certain exceptions. Under the Amended and Restated Senior Secured Credit Facilities, EEH is permitted to pay dividends so long as immediately after giving effect thereto, no default or event of default had occurred and was continuing, (a) up to an amount equal to, (i) a basket that builds based on 50% of EEH’s Consolidated Net Income (as defined in the Amended and Restated Credit Facilities) and certain other amounts, subject to various conditions including compliance with a fixed charge coverage ratio of 2.0 to 1.0 and (b) in certain additional limited amounts, subject to certain exceptions set forth in the Senior Secured Credit Facilities . Since the restricted net assets of EEH and its subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the accompanying consolidated financial statements. |
Schedule II _ Valuation and Qua
Schedule II – Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II – Valuation and Qualifying Accounts | Emerald Expositions Events, Inc. Schedule II – Valuation and Qualifying Accounts Additions Balance at Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance at End of Period Description (in millions) Year Ended December 31, 2017: Allowance for doubtful accounts $ 0.7 0.5 - (0.4 ) $ 0.8 Deferred tax asset valuation allowance $ 0.3 - - - $ 0.3 Year Ended December 31, 2016: Allowance for doubtful accounts $ 1.9 0.7 - (1.9 ) $ 0.7 Deferred tax asset valuation allowance $ 0.3 - - - $ 0.3 Year Ended December 31, 2015: Allowance for doubtful accounts $ 1.8 0.7 - (0.6 ) $ 1.9 Deferred tax asset valuation allowance $ 0.4 - - (0.1 ) $ 0.3 |
Description of Business and S26
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive income; as such, its comprehensive income is the same as net income for all periods presented. |
Onex Partners Fees | Onex Partners Fees Emerald Expositions Holding, Inc. (“EEH”), an intermediate holding company of Emerald, entered into a Services Agreement, dated June 17, 2013, with Onex Partners (the “Services Agreement”) to provide expertise and advisory services, including financial and structural analysis, due diligence investigations, and other advice and negotiation assistance. The management fee for these services was payable quarterly, in arrears. In connection with the IPO, the Services Agreement was terminated and the management fee is no longer paid. |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial Statements During the fourth quarter of 2017, the Company identified a classification error related to certain debt extinguishment costs incurred as part of the Company’s debt refinancing in May 2017. The Company considered both quantitative and qualitative factors in assessing the materiality of the classification error individually, and in the aggregate, and determined that the classification error was not material to interim periods. As such, the Company will revise the consolidated statements of income and comprehensive income for the interim periods ended June 30, 2017 and September 30, 2017 in the Company’s 2018 Quarterly Reports on Form 10-Q, to reflect a decrease to interest expense of $2.3 million and an increase to loss on extinguishment of debt of $2.8 million. The accompanying consolidated statement of income and comprehensive income for the year ended December 31, 2017 appropriately reflects this classification. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, allowances for doubtful accounts, useful lives of depreciable assets and intangible assets, long-lived asset impairments, goodwill and purchased intangible asset valuations and assumptions used in valuing the Company’s allocation of purchase price, including acquired deferred revenues, intangible assets and goodwill, deferred taxes, the fair value of the Company’s common stock issued prior to the IPO and stock-based compensation expense. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company considers cash deposits in banks as cash and investments with original maturities at purchase of three months or less as cash equivalents. At December 31, 2017 and 2016 amounts receivable from credit card processors, totaling $0.8 million and $1.1 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The Company’s assets and liabilities are carried at fair value and are classified and disclosed in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – observable market-based inputs that are corroborated by market data; and Level 3 – unobservable inputs that are not corroborated by market data. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. As of December 31, 2017 and 2016, the Company had contingent consideration liabilities that were Level 3 liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach. |
Financial Instruments | Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. The financial instruments also include long-term debt with third party financial institutions. Cash and cash equivalents and long-term debt financial instruments potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss, these financial instruments are primarily held with large, reputable financial institutions. At December 31, 2017 and December 31, 2016, the Company’s uninsured balances totaled $10.6 million, and $14.7 million, respectively. As of December 31, 2017 and 2016, the carrying value and fair value of the Company’s debt is summarized in the following table: December 31, 2017 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.42%) at period end, including short-term portion $ 565.0 $ 558.5 Total $ 565.0 $ 558.5 December 31, 2016 (in millions) Fair Value Carrying Value Term Loan Facility, with interest at LIBOR plus 3.75% (equal to 4.75%) at period end, including short-term portion $ 710.8 $ 707.3 Total $ 710.8 $ 707.3 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using quoted market prices (Level 2 inputs). |
Derivative Instruments | Derivative Instruments In March 2014, the Company, through EEH, entered into forward interest rate contracts to manage and reduce its interest rate risk. The interest rate swap and floor have an effective date of December 31, 2015 and are settled on the last business day of each month of March, June, September and December, beginning March 31, 2016 through December 31, 2018. The Company made payments of $1.4 million during the year ended December 31, 2017, representing the differential between the three-month LIBOR rate 1.33% and 2.705% on the principal amount of $100.0 million. The Company made payments of $1.5 million during the year ended December 31, 2016, representing the differential between the three-month LIBOR rate 0.838% and 2.705% on the principal amount of $100.0 million. The Company marks-to-market its interest rate contracts quarterly with the unrealized and realized gains or losses included in interest expense in the consolidated statements of income and comprehensive income. The liability is included in accounts payable and other current liabilities and other noncurrent liabilities in the consolidated balance sheets. See Note 6 – “Long-Term Debt” for additional discussion of the Company’s interest rate swap and floor arrangements. |
Trade and Other Receivables | Trade and other receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. In determining the allowance for doubtful accounts, the Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses is primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rentals and insurance costs, in advance of the event. Such costs are deferred in prepaid expense on the consolidated balance sheets when paid and recognized as cost of revenues upon the staging of the event. |
Goodwill and Trade Name Intangibles | Goodwill and Trade Name Intangibles Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed resulting from acquisitions. Goodwill and indefinite-lived intangible assets are not amortized but instead tested for impairment annually or more frequently should an event or circumstances indicate that a reduction in fair value of the reporting unit may have occurred. The Company tests for impairment on October 31 of each year, or more frequently if events and circumstances warrant. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill or indefinite-lived intangible assets impairment test at the reporting unit level and asset grouping level, respectively, and has determined it operates under one reporting unit and asset grouping. In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, which is commonly referred to as “Step 0”. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. If the carrying amount of goodwill exceeds the fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value. The annual evaluation for impairment of indefinite-lived intangible assets is a two-step process. The first step is to perform a qualitative impairment assessment. If this qualitative assessment indicates that, more likely than not, the indefinite-lived intangible assets are not impaired, then no further testing is performed. If the qualitative assessment indicates that, more likely than not, the indefinite-lived intangible assets are impaired, then the fair value of the indefinite-lived intangible assets must be calculated. If the carrying value exceeds the fair value, an impairment loss is recorded for that excess. Determining the fair value of a reporting unit or an indefinite-lived intangible asset is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. In the course of performing the annual qualitative assessment of the Company’s indefinite-lived intangible assets for the year ended December 31, 2015, an increase in the Company’s weighted average cost of capital and a decrease in the royalty rate assumptions used in calculating the fair value of indefinite-lived intangibles were determined sufficient to represent impairment indicators which qualified as a triggering event to move to step two of the impairment test. In the process of determining the implied fair value of the Company’s indefinite-lived intangible assets, management utilized, among other inputs, a relief from royalty calculation prepared by a third-party consultant. As a result of this calculation, the implied fair value of the indefinite-lived intangible assets was deemed to be lower than the carrying value. An impairment charge of $8.9 million was recorded in intangible asset impairment charge in the consolidated statement of income and comprehensive income to align the carrying value of the Company’s indefinite-lived intangible assets with their implied fair value. No impairment indicators were identified as a result of the Company’s annual qualitative assessment of the Company’s indefinite-lived intangible assets for the years ended December 31, 2017 and 2016. No impairment was identified as a result of the Step 0 qualitative analysis performed in 2017 and the step 1 quantitative analysis performed in 2016 and 2015 in connection with the Company’s annual test of goodwill, as the estimated fair value of goodwill as of each impairment testing date exceeded its carrying value. |
Customer-Related Intangibles and Other Amortized Intangible Assets | Customer-Related Intangibles and Other Amortized Intangible Assets Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually: Estimated Useful Life Weighted Average Customer-related intangibles 7-10 years 9 Computer software 3-7 years 6 As it relates to business acquisitions, the fair values of acquired customer-related intangibles are estimated using a discounted cash flow analysis. Input assumptions regarding future cash flows, growth rates, discount rates, and tax rates used in developing the present value of future cash flow projections are the basis of the fair value calculation. |
Contingent Consideration | Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in sales, general and administrative expense in the consolidated statements of income and comprehensive income. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 6 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and trade name intangible assets, held and used by the Company, including property and equipment and amortized intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows to be generated by the asset. If such asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. There were no long-lived asset impairments noted for the years ended December 31, 2017, 2016 or 2015. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue upon completion of each trade show or conference event. The trade show and conference revenues represented approximately 93%, 92% and 92% of the total revenues for the years ended December 31, 2017, 2016 and 2015, respectively. Amounts invoiced prior to the completion of the trade show or conference event are recorded as deferred revenues in the consolidated balance sheets until the completion of the event. As of December 31, 2017 and 2016, the Company had deferred revenues of $192.6 million and $171.6 million, respectively, of which, $49.3 million and $49.9 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2017 and 2016, respectively. Other revenues, primarily consisting of advertising sales for industry publications, are recognized in the period in which the publications are issued. |
Other Income | Other Income During the third quarter of 2017, as a result of Hurricane Irma, the Company’s Surf Expo and Imprinted Sportswear Show - Orlando (“ISS Orlando”) were forced to close two days early. The Company carries cancellation insurance to mitigate losses caused by natural disasters and received a payment of $6.5 million from its insurance carrier to offset the lost revenues of the affected trade shows. As a result, during the year ended December 31, 2017, the Company recorded Other Income of $6.5 million to recognize the amount that was recovered from the insurance company in the consolidated statements of income and comprehensive income. |
Deferred Financing Fees and Debt Discount | Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments, using the effective interest method for the Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. As the Company’s sole function is the operation and management of trade shows and their interdependent trade show related marketing activities, the CODM views the Company’s operations and manages the businesses as one operating segment. In addition, all of the Company’s assets and trade shows are held in the U.S. Utilizing these criteria, the Company is managed on the basis of one reportable operating segment. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of income and comprehensive income. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with the Company’s trade shows, conference events and publications. Advertising and marketing costs totaled $12.9 million, $11.7 million and $11.5 million, for the years ended December 31, 2017, 2016 and 2015, respectively. |
Stock-Based Compensation | Stock-Based Compensation Prior to the IPO, certain of the Company’s officers, non-employee directors, consultants and employees received stock-based awards pursuant to our 2013 Option Plan. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of income and comprehensive income; however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which is estimated as follows: • Fair Value of our Common Stock — Due to the absence of an active market for the Company’s common stock prior to the IPO, the fair value for purposes of determining the underlying stock price for pre-IPO stock option grants was determined utilizing commonly accepted valuation practices. The exercise price was set at least equal to the fair value of Emerald’s common stock on the date of grant. The key assumptions used in the valuations to determine the fair value of Emerald’s pre-IPO common stock included its historical and projected operating and financial performance; observed market multiples for comparable businesses; the uncertainty in the business associated with economic conditions; the fact that equity incentive grants relate to illiquid securities in a private company that had no liquid trading market; and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the company. Each of these assumptions involves highly complex and subjective estimates. Following the IPO, the fair value per share of our common stock for purposes of determining share-based compensation is the closing price of the Company’s common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — For pre-IPO and post-IPO stock option grants, the expected option term represents the period of time the option is expected to be outstanding. The simplified method is used to estimate the term since the Company does not have sufficient exercise history to calculate the expected term of stock options. • Volatility — For pre-IPO and post-IPO stock option grants, management determines the expected volatility based on historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Risk-Free Rate — For pre-IPO and post-IPO stock options, the risk-free rate is based on the yields of United States Treasury securities with maturities similar to the expected term of stock option for each stock option grant. • Forfeiture Rate — For pre-IPO and post-IPO stock options, estimates of pre-vesting forfeitures, or forfeiture rates, were based on our internal analysis, which primarily considers the award recipients’ position within the company. • Dividend Yield — Prior to the IPO, the Company had never declared or paid any cash dividends and had no intention to pay cash dividends. Consequently, an expected dividend yield of zero was used with respect to pre-IPO options. In connection with the IPO, the Company adopted a policy of paying quarterly cash dividends on our common stock. Our post-IPO stock option grants include an expected dividend yield which is commensurate with the annual dividends the Company has been declaring and paying since the IPO. In 2017, the Company granted Restricted Stock Units, “RSUs”, that contain service and, in certain instances, performance conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. The grant date fair value of stock-based awards is recognized as expense over the requisite service period on the graded-vesting method. |
Income Taxes | Income Taxes The Company provides for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of income and comprehensive income as an adjustment to income tax expense in the period that includes the enactment date. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance is applied prospectively and is effective for calendar year-end filers in 2020, with early adoption permitted. Adoption of ASU 2017-04 did not have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, to assist companies with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The new guidance requires a company to evaluate if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the guidance for revenue from contracts with customers. The guidance should be applied prospectively to any transactions occurring within the period of adoption. Management elected to early adopt the new guidance during the fourth quarter of 2017. Adoption of ASU 2017-01 did not have a significant impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which provides new guidance on restricted cash in the statement of cash flows. The new guidance requires the classification and presentation of changes in restricted cash and cash equivalents in the statement of cash flows. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending balances shown in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The guidance is applied retrospectively after adoption. Adoption of ASU 2016-18 did not have a significant impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 clarifies how certain cash receipts and payments should be presented in the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2016. Adoption of ASU 2016-15 did not have a significant impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This standard is effective for fiscal years beginning after December 15, 2016. Adoption of ASU 2016-09 did not have a significant impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities), which revised entities’ accounting related to: (i) the classification and measurement of investments in equity securities; and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance is effective for the Company in annual periods ending after December 15, 2017 and requires a modified retrospective approach to adoption. Early adoption is only permitted for the provision related to instrument-specific credit risk. Adoption of ASU 2016-01 related to instrument-specific credit risk did not have a significant impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required. This standard is effective for fiscal years beginning after December 15, 2018. Management is currently assessing the impact that adopting this new accounting standard will have on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14 to defer the effective date for annual reporting to periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of the original effective date in ASU 2014-09, which is annual reporting periods beginning after December 15, 2016, however, the Company will not early adopt. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers which affect narrow aspects of the guidance issued in ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, Narrow Scope Improvements and Practical Expedients, which amends and clarifies certain aspects in ASU 2014-09 that include collectibility, presentation of sales and other taxes collected from customers, noncash consideration, contract modifications and completed contracts at transition. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 on accounting for licenses of intellectual property and identifying performance obligations. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which amends the principal versus agent guidance in ASU 2014-09. The standards are to be applied retrospectively and the Company has elected to utilize the full retrospective method. Management has completed its evaluation and aside from the new footnote disclosure requirements, does not believe these standards will have a material effect on the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements or notes thereto. |
Description of Business and S27
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Carrying Value and Fair Value of Debt | As of December 31, 2017 and 2016, the carrying value and fair value of the Company’s debt is summarized in the following table: December 31, 2017 (in millions) Fair Value Carrying Value Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.42%) at period end, including short-term portion $ 565.0 $ 558.5 Total $ 565.0 $ 558.5 December 31, 2016 (in millions) Fair Value Carrying Value Term Loan Facility, with interest at LIBOR plus 3.75% (equal to 4.75%) at period end, including short-term portion $ 710.8 $ 707.3 Total $ 710.8 $ 707.3 |
Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets | These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually: Estimated Useful Life Weighted Average Customer-related intangibles 7-10 years 9 Computer software 3-7 years 6 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Supplemental Pro-Forma Information | The following table represents the unaudited pro-forma revenue and net income for the years ended December 31, 2017, 2016 and 2015 as if each acquisition had occurred on the first day of the fiscal year preceding the actual transaction date and after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The supplemental unaudited pro-forma financial information is presented for information 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. Year ended December 31, (in millions) 2017 2016 2015 (Unaudited) Pro-forma revenues $ 360.7 $ 364.1 $ 331.7 Pro-forma net income $ 90.6 $ 28.5 $ 23.9 |
CEDIA [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) January 25, 2017 Prepaid expenses $ 0.3 Goodwill 24.9 Other intangible assets 11.1 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 34.8 |
InterDrone [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) March 10, 2017 Goodwill $ 5.5 Other intangible assets 2.9 Deferred revenues (0.2 ) Purchase price, including working capital adjustment $ 8.2 |
Snow Show [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) May 24, 2017 Goodwill $ 11.3 Other intangible assets 5.8 Deferred revenues (0.3 ) Purchase price, including working capital adjustment $ 16.8 |
CPMG [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) November 29, 2017 Cash $ 0.6 Trade and other receivables 5.1 Prepaid expenses 0.5 Goodwill 21.7 Other intangible assets 22.4 Accounts payable and other current liabilities (0.8 ) Deferred revenues (12.9 ) Purchase price, including working capital adjustment $ 36.6 |
IGES [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) August 1, 2016 Prepaid expenses $ 0.1 Goodwill 2.9 Other intangible assets 1.8 Deferred revenue (1.1 ) Purchase price, including working capital adjustment $ 3.7 |
Collective [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) August 8, 2016 Prepaid expenses $ 0.1 Goodwill 9.0 Other intangible assets 5.2 Deferred revenue (0.1 ) Purchase price, including working capital adjustment $ 14.2 |
Digital Dealer [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) October 11, 2016 Prepaid expenses $ 0.3 Goodwill 14.7 Other intangible assets 5.9 Deferred revenue (0.4 ) Purchase price, including working capital adjustment $ 20.5 |
Pavement[Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) October 18, 2016 Prepaid expenses $ 0.1 Goodwill 5.3 Other intangible assets 2.8 Deferred revenue (0.4 ) Purchase price, including working capital adjustment $ 7.8 |
RFID [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) November 15, 2016 Prepaid expenses $ 0.1 Goodwill 4.2 Other intangible assets 2.3 Deferred revenue (0.9 ) Purchase price, including working capital adjustment $ 5.7 |
ACRE [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) December 13, 2016 Prepaid expenses $ 0.1 Goodwill 3.8 Other intangible assets 2.1 Deferred revenue (1.0 ) Purchase price, including working capital adjustment $ 5.0 |
HCD [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) February 27, 2015 Trade and other receivables $ 1.1 Prepaid expenses 0.2 Goodwill 13.1 Other intangible assets 10.6 Accounts payable and other current liabilities (0.3 ) Deferred revenues (2.2 ) Purchase price, including working capital adjustment $ 22.5 |
Pizza Group [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) March 3, 2015 Trade and other receivables $ 0.4 Event net revenue receivable 0.9 Prepaid expenses 1.0 Goodwill 17.3 Other intangible assets 11.6 Accounts payable and other current liabilities (0.1 ) Deferred revenues (3.2 ) Purchase price, including working capital adjustment $ 27.9 |
HOW [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) October 14, 2015 Prepaid expenses $ 0.3 Goodwill 20.5 Other intangible assets 7.2 Deferred revenues (0.4 ) Purchase price, including working capital adjustment $ 27.6 |
Fastener Expo [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the estimated fair value of the assets and liabilities at the date of the acquisition: (in millions) November 12, 2015 Prepaid expenses $ 0.1 Goodwill 6.8 Other intangible assets 3.9 Purchase price, including working capital adjustment $ 10.8 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill: (in millions) Balance at December 31, 2015 890.3 HOW adjustment 0.1 2016 acquisitions 39.9 Balance at December 31, 2016 $ 930.3 2017 acquisitions 63.4 Balance at December 31, 2017 $ 993.7 |
Summary of Other Intangible Assets | Other intangible assets consisted of the following: (in millions) December 31, 2016 Additions Disposals Transfers December 31, 2017 Indefinite-lived intangible assets Trade names $ 278.8 $ 19.7 $ - $ - $ 298.5 Amortizable intangibles Customer-related intangibles 382.8 26.0 - - 408.8 Computer software 8.0 - - 0.4 8.4 669.6 45.7 - 0.4 715.7 Accumulated amortization Customer-related intangibles (124.4 ) (41.3 ) - - (165.7 ) Computer software (4.4 ) (1.0 ) - - (5.4 ) (128.8 ) (42.3 ) - - (171.1 ) Capitalized software in progress 0.4 0.4 - (0.4 ) 0.4 Total other intangibles, net $ 541.2 $ 3.8 $ - $ - $ 545.0 (in millions) December 31, 2015 Additions Disposals Transfers December 31, 2016 Indefinite-lived intangible assets Trade names $ 270.4 $ 8.4 $ - $ - $ 278.8 Amortizable intangibles Customer-related intangibles 371.0 11.8 - - 382.8 Computer software 7.3 - - 0.7 8.0 648.7 20.2 - 0.7 669.6 Accumulated amortization Customer-related intangibles (86.0 ) (38.4 ) - - (124.4 ) Computer software (3.4 ) (1.0 ) - - (4.4 ) (89.4 ) (39.4 ) - - (128.8 ) Capitalized software in progress 0.1 1.0 - (0.7 ) 0.4 Total other intangibles, net $ 559.4 $ (18.2 ) $ - - $ 541.2 |
Summary of Estimated Future Amortization Expense | Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2018 $ 44.3 2019 44.3 2020 44.2 2021 43.7 2022 41.7 Thereafter 28.3 $ 246.5 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: December 31, (in millions) 2017 2016 Leasehold improvements $ 2.1 $ 1.8 Furniture, equipment and other 5.3 4.7 $ 7.4 6.5 Less: Accumulated depreciation (3.6 ) (2.7 ) Property and equipment, net $ 3.8 $ 3.8 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt is comprised of the following indebtedness to various lenders: (in millions) December 31, 2017 December 31, 2016 Term Loan Facility, with interest at LIBOR plus 3.75% (equal to 4.75%) due 2020, net (a) $ - $ 702.1 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.42%) due 2024, net (b) 554.2 - Less: Current maturities 5.7 8.8 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 548.5 $ 693.3 (a) Term Loan Facility as of December 31, 2016 is recorded net of unamortized discount of $6.0 million and net of unamortized deferred financing fees $5.2 million. (b) Amended and Restated Term Loan Facility as of December 31, 2017 is recorded net of unamortized discount of $3.6 million and net of unamortized deferred financing fees of $4.4 million. |
Summary of Interest Expense | Interest expense reported in the consolidated statements of income and comprehensive income consist of the following: Year ended December 31, (in millions) 2017 2016 2015 Senior secured term loan $ 32.6 $ 29.9 $ 27.2 9.00% Senior notes - 14.9 18.1 Noncash interest for amortization of debt discount and debt issuance costs 4.6 5.2 4.7 Realized and unrealized loss on interest rate swap and floor, net - 0.8 1.5 Revolving credit facility commitment fees 1.1 0.6 0.5 $ 38.3 $ 51.4 $ 52.0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of December 31, 2017 and 2016, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the tables below: December 31, 2017 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 10.9 $ 10.9 $ - $ - Total assets at fair value $ 10.9 $ 10.9 $ - $ - Liabilities Interest rate swap and floor (a) $ 0.8 $ - $ 0.8 $ - Contingent consideration (a) 1.6 - - 1.6 Total liabilities at fair value $ 2.4 $ - $ 0.8 $ 1.6 (a) Included in accounts payable and other current liabilities in the consolidated balance sheets. December 31, 2016 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 14.9 $ 14.9 $ - $ - Total assets at fair value $ 14.9 $ 14.9 $ - $ - Liabilities Interest rate swap and floor (a) $ 2.3 $ - $ 2.3 $ - Contingent consideration (b) 8.5 - - 8.5 Total liabilities at fair value $ 10.8 $ - $ 2.3 $ 8.5 (a) Included in accounts payable and other current liabilities and other noncurrent liabilities in the consolidated balance sheets. (b) Included in accounts payable and other current liabilities in the consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Liabilities | The following table sets forth a summary of changes in the fair value of the Company’s Level 3 fair value measurements for the years ended December 31, 2016 and 2017. (in millions) December 31, 2015 Additions December 31, 2016 Loss recognized in earnings from changes in fair value Payments Additions December 31, 2017 Contingent consideration $ - $ 8.5 $ 8.5 $ 0.3 $ (12.6 ) $ 5.4 $ 1.6 |
Shareholders' Equity and Stoc33
Shareholders' Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Fair Value of Stock Options Estimated on Grant Date Using Assumptions | The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2015 Range Weighted-Average Expected volatility 26.14% to 35.55% Dividend yield 0.00% Risk-free interest rate 1.49% to 2.14% Expected term (in years) 5.50 to 7.50 Weighted-average fair value at grant date $ 3.57 Year Ended December 31, 2016 Range Weighted-Average Expected volatility 25.68% to 33.88% Dividend yield 0.00% Risk-free interest rate 1.15% to 1.65% Expected term (in years) 5.50 to 7.50 Weighted-average fair value at grant date $ 3.56 Year Ended December 31, 2017 Range Weighted-Average Expected volatility 24.12% to 26.04% Dividend yield 1.30% Risk-free interest rate 1.91% to 2.04% Expected term (in years) 5.25 to 7.00 Weighted-average fair value at grant date $ 5.53 |
Schedule of Stock Option Activity | Stock option activity for the year ended December 31, 2017, was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (share data in thousands) (years) (millions) Outstanding at December 31, 2016 7,157 $ 10.91 Granted 45 22.66 Exercised (402 ) 13.15 Forfeited (247 ) 12.04 Outstanding at December 31, 2017 6,553 $ 10.82 5.91 $ 62.5 Exercisable at December 31, 2017 4,686 $ 10.64 5.80 $ 45.5 |
Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options | Information regarding fully vested and expected to vest stock options as of December 31, 2017 is as follows: Weighted Average Exercise Price Number of Options Weighted Average Remaining Contractual Life $8.00 3,309 5.78 $10.40 240 6.92 $12.00 1,602 5.89 $13.03 8 8.12 $16.00 1,342 5.93 $22.66 44 9.73 $10.82 6,545 5.91 |
Schedule of Restricted Stock Units Activity | The Company’s summary of RSU activity under the 2017 Plan was as follows: Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2016 - $ - Granted 105 22.02 Forfeited (2 ) 21.32 Unvested balance, December 31, 2017 103 $ 22.03 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2017 2016 2015 Net income $ 81.8 $ 22.2 $ 19.6 Weighted average common shares outstanding 68,912 61,859 61,847 Basic earnings per share $ 1.19 $ 0.36 $ 0.32 Net income $ 81.8 $ 22.2 $ 19.6 Weighted average common shares outstanding 68,912 61,859 61,847 Diluted effect of stock options 3,204 1,435 669 Diluted weighted average common shares outstanding 72,116 63,294 62,516 Diluted earnings per share $ 1.13 $ 0.35 $ 0.31 Anti-dilutive shares excluded from diluted earnings per share calculation 63 1,691 3,666 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of (Benefit from) Provision for Income Taxes | The (benefit from) provision for income taxes attributable to income before income taxes consisted of: December 31, (in millions) 2017 2016 2015 Current Federal $ 0.6 $ 1.0 $ 0.8 State and local 4.3 2.6 1.6 4.9 3.6 2.4 Deferred Federal (38.9 ) 11.3 9.8 State and local (1.0 ) (0.9 ) (1.9 ) (39.9 ) 10.4 7.9 Total (benefit from) provision for income taxes $ (35.0 ) $ 14.0 $ 10.3 |
Schedule of Effective Income Tax Reconciliation | The Company’s provision for income taxes was different from the amount computed by applying the statutory federal income tax rate of 35% to the underlying income before income taxes as a result of the following: December 31, (in millions) 2017 2016 2015 Income before income taxes $ 46.8 $ 36.2 $ 29.9 U.S. statutory tax rate 35.0 % 35.0 % 35.0 % Taxes at the U.S. statutory rate 16.4 12.7 10.5 Tax effected differences State and local taxes, net of federal benefit 1.9 1.5 1.3 Excess tax deductions on share-based payments (1.0 ) - - Change in valuation allowance - - (0.1 ) Change in tax rates (52.1 ) (0.4 ) (1.7 ) Change in uncertain tax positions (0.4 ) - - Other, net 0.2 0.2 0.3 Total (benefit from) provision for income taxes $ (35.0 ) $ 14.0 $ 10.3 |
Components of Deferred Taxes | Deferred taxes consisted of the following: December 31, (in millions) 2017 2016 Deferred tax assets Net operating loss carryforwards $ 0.3 $ 21.3 Deferred compensation 1.4 0.1 Stock-based compensation 4.5 6.2 Fixed asset depreciation 0.4 0.8 Accrued expenses 0.3 0.4 Credits 2.8 3.3 Other assets 1.1 2.0 Deferred tax assets 10.8 34.1 Valuation allowance (0.3 ) (0.3 ) Net deferred tax assets 10.5 33.8 Deferred tax liabilities Goodwill and intangible assets (110.7 ) (173.9 ) Net deferred tax liability $ (100.2 ) $ (140.1 ) Recognized as Deferred income taxes, noncurrent $ (100.2 ) $ (140.1 ) $ (100.2 ) $ (140.1 ) |
Schedule of Changes in Gross Unrecognized Tax Benefits | The following table reflects changes in the gross unrecognized tax benefits: December 31, (in millions) 2017 2016 2015 Gross unrecognized tax benefits-beginning of period $ 0.4 $ 0.4 $ 0.5 Decreases related to prior year tax positions (0.4 ) - (0.1 ) Increases related to current year tax provisions 1.7 - - Gross unrecognized tax benefits-end of period $ 1.7 $ 0.4 $ 0.4 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Annual Payments for Purchase Obligations | The amounts presented below represent the minimum annual payments under the Company’s purchase obligations that have initial or remaining non-cancelable terms in excess of one year. Years Ending December 31, (in millions) 2018 2019 2020 2021 2022 There-after Total Operating leases $ 3.9 $ 3.8 $ 3.9 $ 3.3 $ 3.0 $ 10.8 $ 28.7 Other contractual obligations 41.7 18.2 12.6 1.0 0.3 - 73.8 $ 45.6 $ 22.0 $ 16.5 $ 4.3 $ 3.3 $ 10.8 $ 102.5 |
Accounts Payable and Other Cu37
Accounts Payable and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2017 2016 Accrued personnel costs $ 7.6 $ 7.0 Other current liabilities 6.4 5.2 Contingent consideration 1.6 8.5 Accrued event costs 3.6 3.6 Trade payables 5.3 3.8 Accrued interest 0.5 0.1 Total accounts payable and other current liabilities $ 25.0 $ 28.2 |
Description of Business and S38
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | May 08, 2017USD ($) | May 03, 2017USD ($)shares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Corporation formation date | Apr. 26, 2013 | ||||||
Amounts receivable from credit card processors | $ 800,000 | $ 800,000 | $ 1,100,000 | ||||
Uninsured balances | 10,600,000 | 10,600,000 | 14,700,000 | ||||
Indefinite-lived intangible assets, impairment charge | 0 | 0 | $ 8,900,000 | ||||
Goodwill impairment | 0 | 0 | 0 | ||||
Impairment of long-lived assets | 0 | 0 | 0 | ||||
Deferred revenues | 192,600,000 | 192,600,000 | 171,600,000 | ||||
Accounts receivable | 49,300,000 | 49,300,000 | 49,900,000 | ||||
Amount received due to lost revenues of the affected trade shows | $ 6,500,000 | ||||||
Other income | $ 6,500,000 | 0 | 0 | ||||
Number of operating segment | Segment | 1 | ||||||
Number of reportable operating segment | Segment | 1 | ||||||
Advertising and marketing costs | $ 12,900,000 | $ 11,700,000 | $ 11,500,000 | ||||
Expected dividend to be paid | $ 0 | ||||||
Expected dividend yield | 0.00% | ||||||
Trade Shows and Conference Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 93.00% | 92.00% | 92.00% | ||||
Minimum [Member] | Leasehold Improvements [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 1 year | ||||||
Minimum [Member] | Equipment | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 1 year | ||||||
Maximum [Member] | Leasehold Improvements [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 6 years | ||||||
Maximum [Member] | Equipment | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment , estimated useful life | 10 years | ||||||
Interest Rate Floor [Member] | Interest Rate Swap [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Effective date | Dec. 31, 2015 | ||||||
Payment of debt | $ 1,400,000 | $ 1,500,000 | |||||
Principal amount | 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||
Interest Rate Floor [Member] | Interest Rate Swap [Member] | LIBOR [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Basis spread on variable rate | 2.705% | 2.705% | |||||
Interest Rate Floor [Member] | Interest Rate Swap [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Basis spread on variable rate | 1.33% | 0.838% | |||||
Interest Rate Floor [Member] | Interest Rate Swap [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Basis spread on variable rate | 2.705% | 2.705% | |||||
Reclassification Adjustment Decrease to Interest Expense [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Reclassification adjustment | 2,300,000 | ||||||
Reclassification Adjustment Increase to Loss Extinguishment of Debt [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Reclassification adjustment | $ 2,800,000 | ||||||
IPO [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Total shares of common stock sold | shares | 10,333,333 | ||||||
Total net proceeds from issuance initial public offering | $ 159,100,000 | ||||||
Underwriting discounts, commissions and expenses | $ 16,500,000 | ||||||
Term Loan Facility [Member] | LIBOR [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Basis spread on variable rate | 3.75% | ||||||
Term Loan Facility [Member] | IPO [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Prepayment of borrowings outstanding | $ 159,200,000 |
Description of Business and S39
Description of Business and Summary of Significant Accounting Policies - Summary of Carrying Value and Fair Value of Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Debt, Fair Value | $ 565 | $ 710.8 |
Debt, Carrying Value | 558.5 | 707.3 |
Amended and Restated Term Loan Facility, 4.42%, Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Fair Value | 565 | |
Debt, Carrying Value | $ 558.5 | |
Term Loan Facility, 4.75%, Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Fair Value | 710.8 | |
Debt, Carrying Value | $ 707.3 |
Description of Business and S40
Description of Business and Summary of Significant Accounting Policies - Summary of Carrying Value and Fair Value of Debt (Parenthetical) (Detail) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 27, 2017 | May 22, 2017 | |
LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.75% | 3.00% | ||
Amended and Restated Term Loan Facility, 4.42%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.42% | |||
Amended and Restated Term Loan Facility, 4.42%, Due 2024 [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.75% | |||
Term Loan Facility, 4.75%, Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.75% | |||
Term Loan Facility, 4.75%, Due 2020 [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.75% |
Description of Business and S41
Description of Business and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Customer-Related Intangibles [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 9 years |
Customer-Related Intangibles [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Customer-Related Intangibles [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 10 years |
Computer Software [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 6 years |
Computer Software [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 3 years |
Computer Software [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | Nov. 29, 2017 | May 24, 2017 | Mar. 10, 2017 | Jan. 25, 2017 | Dec. 13, 2016 | Nov. 15, 2016 | Oct. 18, 2016 | Oct. 11, 2016 | Aug. 08, 2016 | Aug. 01, 2016 | Nov. 12, 2015 | Oct. 14, 2015 | Mar. 03, 2015 | Feb. 27, 2015 | Dec. 31, 2017 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Revenues | $ 341,700,000 | $ 323,700,000 | $ 306,400,000 | ||||||||||||||||||||||||||
Net income | 81,800,000 | 22,200,000 | $ 19,600,000 | ||||||||||||||||||||||||||
Contingent consideration on purchase price | $ 1,600,000 | $ 8,500,000 | $ 1,600,000 | $ 1,600,000 | 1,600,000 | 8,500,000 | |||||||||||||||||||||||
Increase (decrease) in fair value of contingent consideration liability | 0 | ||||||||||||||||||||||||||||
Goodwill acquired | 63,400,000 | 39,900,000 | |||||||||||||||||||||||||||
CEDIA [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 34,800,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 1,200,000 | ||||||||||||||||||||||||||||
Revenues | 7,000,000 | ||||||||||||||||||||||||||||
Net income | 1,500,000 | ||||||||||||||||||||||||||||
CEDIA [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 200,000 | ||||||||||||||||||||||||||||
InterDrone [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 8,200,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 200,000 | ||||||||||||||||||||||||||||
Revenues | 1,700,000 | ||||||||||||||||||||||||||||
Net income | 500,000 | ||||||||||||||||||||||||||||
Cash paid on purchase price consideration | 4,400,000 | ||||||||||||||||||||||||||||
Contingent consideration on purchase price | 3,800,000 | 4,100,000 | 4,100,000 | 4,100,000 | 4,100,000 | ||||||||||||||||||||||||
InterDrone [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 400,000 | ||||||||||||||||||||||||||||
Increase (decrease) in fair value of contingent consideration liability | 300,000 | ||||||||||||||||||||||||||||
Snow Show [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 16,800,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 300,000 | ||||||||||||||||||||||||||||
Contingent consideration on purchase price | $ 400,000 | ||||||||||||||||||||||||||||
Business combination deferred payment term | 10 years | ||||||||||||||||||||||||||||
Snow Show [Member] | Accounts Payable and Other Current Liabilities and Other Noncurrent Liabilities [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Contingent consideration on purchase price | $ 400,000 | ||||||||||||||||||||||||||||
Snow Show [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 300,000 | ||||||||||||||||||||||||||||
CPMG [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 36,600,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 1,400,000 | ||||||||||||||||||||||||||||
CPMG [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 300,000 | ||||||||||||||||||||||||||||
IGES [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 3,700,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 1,300,000 | ||||||||||||||||||||||||||||
Revenues | 2,500,000 | ||||||||||||||||||||||||||||
Net income | 1,100,000 | ||||||||||||||||||||||||||||
IGES [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 300,000 | ||||||||||||||||||||||||||||
Collective [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 14,200,000 | ||||||||||||||||||||||||||||
Contingent consideration on purchase price | 1,300,000 | 1,300,000 | 1,300,000 | 1,300,000 | |||||||||||||||||||||||||
Increase (decrease) in fair value of contingent consideration liability | (100,000) | ||||||||||||||||||||||||||||
Collective [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 300,000 | ||||||||||||||||||||||||||||
Digital Dealer [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 20,500,000 | ||||||||||||||||||||||||||||
Contingent consideration on purchase price | 200,000 | 200,000 | 200,000 | 200,000 | $ 4,700,000 | ||||||||||||||||||||||||
Digital Dealer [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Contingent consideration on purchase price | $ 1,000,000 | ||||||||||||||||||||||||||||
Digital Dealer [Member] | Accounts Payable and Other Accrued Liabilities [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Contingent consideration on purchase price | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||
Digital Dealer [Member] | Other Noncurrent Liabilities [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Contingent consideration on purchase price | 200,000 | 200,000 | |||||||||||||||||||||||||||
Digital Dealer [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 500,000 | ||||||||||||||||||||||||||||
Increase (decrease) in fair value of contingent consideration liability | (800,000) | ||||||||||||||||||||||||||||
Contingent compensation expense | 800,000 | ||||||||||||||||||||||||||||
Pavement[Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 7,800,000 | ||||||||||||||||||||||||||||
Contingent consideration on purchase price | $ 2,300,000 | ||||||||||||||||||||||||||||
Pavement[Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 500,000 | ||||||||||||||||||||||||||||
Increase (decrease) in fair value of contingent consideration liability | 900,000 | ||||||||||||||||||||||||||||
RFID [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 5,700,000 | ||||||||||||||||||||||||||||
RFID [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Contingent consideration on purchase price | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||||||||||||
RFID [Member] | Accounts Payable and Other Accrued Liabilities [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Contingent consideration on purchase price | 1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 | |||||||||||||||||||||||||
RFID [Member] | Other Noncurrent Liabilities [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Contingent consideration on purchase price | $ 0.7 | $ 200,000 | $ 0.7 | $ 0.7 | 0.7 | $ 200,000 | |||||||||||||||||||||||
RFID [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 300,000 | ||||||||||||||||||||||||||||
Contingent compensation expense | $ 1,700,000 | ||||||||||||||||||||||||||||
ACRE [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 5,000,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 1,100,000 | ||||||||||||||||||||||||||||
ACRE [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 300,000 | ||||||||||||||||||||||||||||
HCD [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 22,500,000 | ||||||||||||||||||||||||||||
Revenues | $ 7,800,000 | ||||||||||||||||||||||||||||
Net income | $ 900,000 | ||||||||||||||||||||||||||||
HCD [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 700,000 | ||||||||||||||||||||||||||||
Pizza Group [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 27,900,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 100,000 | ||||||||||||||||||||||||||||
Revenues | $ 6,000,000 | ||||||||||||||||||||||||||||
Net income | $ 600,000 | ||||||||||||||||||||||||||||
Base consideration | 27,000,000 | ||||||||||||||||||||||||||||
Estimated net revenues | $ 900,000 | ||||||||||||||||||||||||||||
Pizza Group [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 600,000 | ||||||||||||||||||||||||||||
HOW [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 27,600,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 500,000 | ||||||||||||||||||||||||||||
HOW [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 600,000 | ||||||||||||||||||||||||||||
Fastener Expo [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Purchase price | $ 10,800,000 | ||||||||||||||||||||||||||||
Working capital adjustment | 100,000 | ||||||||||||||||||||||||||||
Cash paid on purchase price consideration | 6,200,000 | ||||||||||||||||||||||||||||
Note payable assumed from seller | $ 4,500,000 | ||||||||||||||||||||||||||||
Fastener Expo [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||
Acquisition costs incurred | $ 500,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the Fair Value of the Assets and Liabilities Acquired (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Nov. 29, 2017 | May 24, 2017 | Mar. 10, 2017 | Jan. 25, 2017 | Dec. 31, 2016 | Dec. 13, 2016 | Nov. 15, 2016 | Oct. 18, 2016 | Oct. 11, 2016 | Aug. 08, 2016 | Aug. 01, 2016 | Dec. 31, 2015 | Nov. 12, 2015 | Oct. 14, 2015 | Mar. 03, 2015 | Feb. 27, 2015 |
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 993.7 | $ 930.3 | $ 890.3 | ||||||||||||||
CEDIA [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.3 | ||||||||||||||||
Goodwill | 24.9 | ||||||||||||||||
Other intangible assets | 11.1 | ||||||||||||||||
Deferred revenues | (1.5) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 34.8 | ||||||||||||||||
InterDrone [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 5.5 | ||||||||||||||||
Other intangible assets | 2.9 | ||||||||||||||||
Deferred revenues | (0.2) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 8.2 | ||||||||||||||||
Snow Show [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 11.3 | ||||||||||||||||
Other intangible assets | 5.8 | ||||||||||||||||
Deferred revenues | (0.3) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 16.8 | ||||||||||||||||
CPMG [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash | $ 0.6 | ||||||||||||||||
Trade and other receivables | 5.1 | ||||||||||||||||
Prepaid expenses | 0.5 | ||||||||||||||||
Goodwill | 21.7 | ||||||||||||||||
Other intangible assets | 22.4 | ||||||||||||||||
Accounts payable and other current liabilities | (0.8) | ||||||||||||||||
Deferred revenues | (12.9) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 36.6 | ||||||||||||||||
IGES [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.1 | ||||||||||||||||
Goodwill | 2.9 | ||||||||||||||||
Other intangible assets | 1.8 | ||||||||||||||||
Deferred revenues | (1.1) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 3.7 | ||||||||||||||||
Collective [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.1 | ||||||||||||||||
Goodwill | 9 | ||||||||||||||||
Other intangible assets | 5.2 | ||||||||||||||||
Deferred revenues | (0.1) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 14.2 | ||||||||||||||||
Digital Dealer [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.3 | ||||||||||||||||
Goodwill | 14.7 | ||||||||||||||||
Other intangible assets | 5.9 | ||||||||||||||||
Deferred revenues | (0.4) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 20.5 | ||||||||||||||||
Pavement[Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.1 | ||||||||||||||||
Goodwill | 5.3 | ||||||||||||||||
Other intangible assets | 2.8 | ||||||||||||||||
Deferred revenues | (0.4) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 7.8 | ||||||||||||||||
RFID [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.1 | ||||||||||||||||
Goodwill | 4.2 | ||||||||||||||||
Other intangible assets | 2.3 | ||||||||||||||||
Deferred revenues | (0.9) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 5.7 | ||||||||||||||||
ACRE [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.1 | ||||||||||||||||
Goodwill | 3.8 | ||||||||||||||||
Other intangible assets | 2.1 | ||||||||||||||||
Deferred revenues | (1) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 5 | ||||||||||||||||
HCD [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade and other receivables | $ 1.1 | ||||||||||||||||
Prepaid expenses | 0.2 | ||||||||||||||||
Goodwill | 13.1 | ||||||||||||||||
Other intangible assets | 10.6 | ||||||||||||||||
Accounts payable and other current liabilities | (0.3) | ||||||||||||||||
Deferred revenues | (2.2) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 22.5 | ||||||||||||||||
Pizza Group [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade and other receivables | $ 0.4 | ||||||||||||||||
Event net revenue receivable | 0.9 | ||||||||||||||||
Prepaid expenses | 1 | ||||||||||||||||
Goodwill | 17.3 | ||||||||||||||||
Other intangible assets | 11.6 | ||||||||||||||||
Accounts payable and other current liabilities | (0.1) | ||||||||||||||||
Deferred revenues | (3.2) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 27.9 | ||||||||||||||||
HOW [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.3 | ||||||||||||||||
Goodwill | 20.5 | ||||||||||||||||
Other intangible assets | 7.2 | ||||||||||||||||
Deferred revenues | (0.4) | ||||||||||||||||
Purchase price, including working capital adjustment | $ 27.6 | ||||||||||||||||
Fastener Expo [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Prepaid expenses | $ 0.1 | ||||||||||||||||
Goodwill | 6.8 | ||||||||||||||||
Other intangible assets | 3.9 | ||||||||||||||||
Purchase price, including working capital adjustment | $ 10.8 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||
Pro-forma revenues | $ 360.7 | $ 364.1 | $ 331.7 |
Pro-forma net income | $ 90.6 | $ 28.5 | $ 23.9 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill, beginning balance | $ 930.3 | $ 890.3 |
Goodwill acquired during period | 63.4 | 39.9 |
Goodwill, ending balance | $ 993.7 | 930.3 |
HOW [Member] | ||
Goodwill [Line Items] | ||
Purchase price adjustment | $ 0.1 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Other Intangible Assets [Line Items] | ||
Other intangible assets, gross, Beginning balance | $ 669.6 | $ 648.7 |
Other intangible assets, gross, Additions | 45.7 | 20.2 |
Other intangible assets, gross, Transfers | 0.4 | 0.7 |
Other intangible assets, gross, Ending balance | 715.7 | 669.6 |
Accumulated amortization, Beginning balance | (128.8) | (89.4) |
Accumulated amortization, Additions | (42.3) | (39.4) |
Accumulated amortization, Ending balance | (171.1) | (128.8) |
Total other intangibles, net, Beginning balance | 541.2 | 559.4 |
Total other intangibles, net, Additions | 3.8 | (18.2) |
Total other intangibles, net, Ending balance | 545 | 541.2 |
Customer-Related Intangibles [Member] | ||
Schedule Of Other Intangible Assets [Line Items] | ||
Amortized intangibles, Beginning balance | 382.8 | 371 |
Amortized intangibles, Additions | 26 | 11.8 |
Amortized intangibles, Ending balance | 408.8 | 382.8 |
Accumulated amortization, Beginning balance | (124.4) | (86) |
Accumulated amortization, Additions | (41.3) | (38.4) |
Accumulated amortization, Ending balance | (165.7) | (124.4) |
Computer Software [Member] | ||
Schedule Of Other Intangible Assets [Line Items] | ||
Amortized intangibles, Beginning balance | 8 | 7.3 |
Amortized intangibles, Transfers | 0.4 | 0.7 |
Amortized intangibles, Ending balance | 8.4 | 8 |
Accumulated amortization, Beginning balance | (4.4) | (3.4) |
Accumulated amortization, Additions | (1) | (1) |
Accumulated amortization, Ending balance | (5.4) | (4.4) |
Capitalized Software in Progress [Member] | ||
Schedule Of Other Intangible Assets [Line Items] | ||
Capitalized software in progress, Beginning balance | 0.4 | 0.1 |
Capitalized software in progress, Additions | 0.4 | 1 |
Capitalized software in progress, Transfers | (0.4) | (0.7) |
Capitalized software in progress, Ending balance | 0.4 | 0.4 |
Trade Names [Member] | ||
Schedule Of Other Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Beginning balance | 278.8 | 270.4 |
Indefinite-lived intangible assets, Additions | 19.7 | 8.4 |
Indefinite-lived intangible assets, Ending balance | $ 298.5 | $ 278.8 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 42.3 | $ 39.3 | $ 37.9 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,018 | $ 44.3 |
2,019 | 44.3 |
2,020 | 44.2 |
2,021 | 43.7 |
2,022 | 41.7 |
Thereafter | 28.3 |
Estimated future amortization expense | $ 246.5 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7.4 | $ 6.5 |
Less: Accumulated depreciation | (3.6) | (2.7) |
Property and equipment, net | 3.8 | 3.8 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2.1 | 1.8 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5.3 | $ 4.7 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense related to property and equipment | $ 0.9 | $ 0.7 | $ 1.1 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | May 22, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Less: Current maturities | $ 5.7 | $ 8.8 | |
Long-term debt, net of current maturities, debt discount and deferred financing fees | 548.5 | 693.3 | |
Term Loan Facility, 4.75%, Due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan Facility | $ 702.1 | ||
Amended and Restated Term Loan Facility, 4.42%, Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan Facility | $ 554.2 | $ 565 |
Long-Term Debt - Summary of L52
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 27, 2017 | May 22, 2017 | |
LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.75% | 3.00% | ||
Term Loan Facility, 4.75%, Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.75% | |||
Maturity year | 2,020 | |||
Unamortized discount | $ 6 | |||
Unamortized deferred financing fees | $ 5.2 | |||
Term Loan Facility, 4.75%, Due 2020 [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.75% | |||
Amended and Restated Term Loan Facility, 4.42%, Due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.42% | |||
Maturity year | 2,024 | |||
Unamortized discount | $ 3.6 | $ 1.4 | ||
Unamortized deferred financing fees | $ 4.4 | $ 2.6 | ||
Amended and Restated Term Loan Facility, 4.42%, Due 2024 [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.75% |
Long-Term Debt - Amended and Re
Long-Term Debt - Amended and Restated Senior Secured Credit Facilities - Additional Information (Detail) - USD ($) | Nov. 29, 2017 | Nov. 27, 2017 | May 22, 2017 | May 08, 2017 | Oct. 28, 2016 | Dec. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||||||
Proceeds from borrowings on term loan | $ 13,000,000 | $ 200,000,000 | $ 0 | |||||||
LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin | 2.75% | 3.00% | ||||||||
ABR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable margin | 1.75% | 2.00% | ||||||||
Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 702,100,000 | |||||||||
Additional borrowing capacity | $ 200,000,000 | |||||||||
Secured debt maturity year | 2,020 | |||||||||
Original issuance discount | $ 6,000,000 | |||||||||
Deferred financing fees | $ 5,200,000 | |||||||||
Applicable margin | 4.75% | |||||||||
Term Loan Facility [Member] | LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.75% | |||||||||
Term Loan Facility [Member] | IPO [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment of borrowings outstanding | $ 159,200,000 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 90,000,000 | |||||||||
Line of credit facility, increse in commitments | 10,000,000 | |||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||||
Amended and Restated Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 565,000,000 | $ 554,200,000 | $ 554,200,000 | |||||||
Secured debt maturity year | 2,024 | |||||||||
Decrease in applicable margin | 0.25% | |||||||||
Proceeds from borrowings on term loan | 563,600,000 | |||||||||
Original issuance discount | 1,400,000 | 3,600,000 | $ 3,600,000 | |||||||
Payments of third party fees | 6,400,000 | |||||||||
Additional payment of third party fees | 1,500,000 | |||||||||
Interest expense recognized from third party fees | 3,800,000 | |||||||||
Payments of third party fees | 2,600,000 | |||||||||
Deferred financing fees | 2,600,000 | $ 4,400,000 | $ 4,400,000 | |||||||
Applicable margin | 4.42% | 4.42% | ||||||||
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||
Amended and Restated Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Decrease in applicable margin | 0.25% | |||||||||
Payments of deferred financing fees | 800,000 | |||||||||
Deferred financing fees | $ 800,000 | |||||||||
First lean ratio | 2.33% | |||||||||
Amount outstanding under the credit facility | $ 0 | $ 0 | $ 0 | |||||||
Amended and Restated Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unutilized commitments fee percentage | 0.50% | |||||||||
Amended and Restated Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unutilized commitments fee percentage | 0.375% | |||||||||
Amended And Restated Senior Secured Credit Facilities | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense recognized from third party fees | $ 700,000 | |||||||||
Amended And Restated Senior Secured Credit Facilities | Federal Funds Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
Amended And Restated Senior Secured Credit Facilities | LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Amended and Restated Revolving Credit Facility and Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stand-by letters of credit | $ 900,000 | $ 900,000 | $ 600,000 | |||||||
Senior Secured Term Loan [Member] | Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 430,000,000 | |||||||||
Secured debt maturity period | 7 years | |||||||||
Senior Secured Term Loan [Member] | Amended and Restated Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 565,000,000 | |||||||||
Secured debt maturity period | 7 years | |||||||||
Security debt maturity date | May 22, 2024 | |||||||||
Senior Secured Term Loan [Member] | Amended and Restated Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 150,000,000 | |||||||||
Security debt maturity date | May 23, 2022 | |||||||||
9.000% Senior Notes Due 2021 [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt interest rate | 9.00% | 9.00% | 9.00% | |||||||
Secured debt maturity year | 2,021 | |||||||||
Net Leverage Ratio lower than 2.75 [Member] | Amended And Restated Senior Secured Credit Facilities | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Decrease in applicable margin | 0.25% | |||||||||
Net leverage ratio | 275.00% | |||||||||
Net Leverage Ratio is Less Than 2.50 [Member] | Amended and Restated Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Decrease in applicable margin | 0.25% | |||||||||
Net leverage ratio | 250.00% |
Long-Term Debt - Payments and C
Long-Term Debt - Payments and Commitment Reductions - Additional Information (Detail) - Amended and Restated Term Loan Facility [Member] - USD ($) $ in Millions | May 22, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Term loan facility, frequency of payments | The Amended and Restated Term Loan Facility requires repayment in equal quarterly installments | |
Quarterly installment percentage of principal amount outstanding | 0.25% | |
Term loan facility, principal amount outstanding | $ 565 | $ 554.2 |
Term loan facility, installment payment commencement date | Sep. 29, 2017 | |
Percentage of prepayment on excess cash flow | 50.00% | |
Percentage of excess cash flow, leverage based threshold step down one | 25.00% | |
Percentage of excess cash flow, leverage based threshold step down two | 0.00% | |
Percentage of prepayment on net cash proceeds from asset sales and casualty events | 100.00% |
Long-Term Debt - Guarantees; Co
Long-Term Debt - Guarantees; Collateral; Covenants; Events of Default - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Proceeds from borrowings | $ 43 | $ 8 | $ 12 |
Repayment of line of credit | $ 43 | 8 | $ 12 |
Amended and Restated Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35.00% | ||
Proceeds from borrowings | $ 43 | ||
Repayment of line of credit | 43 | ||
Amended and Restated Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding amount | $ 10 | ||
Amended and Restated Revolving Credit Facility [Member] | First Lien [Member] | |||
Debt Instrument [Line Items] | |||
Secured leverage ratio | 550.00% | ||
Amended And Restated Senior Secured Credit Facilities | |||
Debt Instrument [Line Items] | |||
Description of events of default | Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities as of December 31, 2017. | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from borrowings | 8 | ||
Repayment of line of credit | 8 | ||
Amended and Restated Revolving Credit Facility and Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Stand-by letters of credit | $ 0.9 | $ 0.6 |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Noncash interest for amortization of debt discount and debt issuance costs | $ 4.6 | $ 5.2 | $ 4.7 |
Realized and unrealized loss on interest rate swap and floor, net | 0.8 | 1.5 | |
Interest expense, total | 38.3 | 51.4 | 52 |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on senior secured term loan and senior notes | 32.6 | 29.9 | 27.2 |
Senior Notes [Member] | 9.00% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on senior secured term loan and senior notes | 14.9 | 18.1 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility commitment fees | $ 1.1 | $ 0.6 | $ 0.5 |
Long-Term Debt - Summary of I57
Long-Term Debt - Summary of Interest Expense (Parenthetical) (Detail) | Dec. 31, 2017 | Oct. 28, 2016 |
Senior Notes [Member] | 9.00% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt interest rate | 9.00% | 9.00% |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swap and Floor - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Unrealized gain on derivatives | $ 1,400,000 | $ 700,000 | $ (1,500,000) |
Interest Rate Floor [Member] | Interest Rate Swap [Member] | |||
Debt Instrument [Line Items] | |||
Effective date | Dec. 31, 2015 | ||
Payment of debt | $ 1,400,000 | 1,500,000 | |
Realized loss on derivative | 1,400,000 | 1,500,000 | |
Principal amount | 100,000,000 | 100,000,000 | |
Unrealized gain on derivatives | $ 1,400,000 | $ 700,000 | |
LIBOR [Member] | Interest Rate Floor [Member] | Interest Rate Swap [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.705% | 2.705% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 10.9 | $ 14.9 |
Total assets at fair value | 10.9 | 14.9 |
Liabilities | ||
Interest rate swap and floor | 0.8 | 2.3 |
Contingent consideration | 1.6 | 8.5 |
Total liabilities at fair value | 2.4 | 10.8 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 10.9 | 14.9 |
Total assets at fair value | 10.9 | 14.9 |
Liabilities | ||
Interest rate swap and floor | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Interest rate swap and floor | 0.8 | 2.3 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0.8 | 2.3 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Interest rate swap and floor | 0 | 0 |
Contingent consideration | 1.6 | 8.5 |
Total liabilities at fair value | $ 1.6 | $ 8.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Liabilities (Detail) - Level 3 [Member] - Contingent consideration [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 8.5 | |
Loss recognized in earnings from changes in fair value | 0.3 | |
Payments | (12.6) | |
Additions | 5.4 | $ 8.5 |
Balance | $ 1.6 | $ 8.5 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Contingent consideration | $ 1,600,000 | $ 8,500,000 |
Business combination, contingent consideration re-measurement adjustments | 0 | |
Business combination, earn-out payments | $ 0 | |
Increase in fair value of contingent consideration liabilities | $ 300,000 |
Related-Party and Former Pare62
Related-Party and Former Parent Transactions - Additional Information (Detail) - Onex Partners [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Expertise And Advisory Services [Member] | Selling, General and Administrative Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction, services expense | $ 0.2 | $ 0.8 | $ 0.8 |
Holding [Member] | |||
Related Party Transaction [Line Items] | |||
Services agreement transaction date | Jun. 17, 2013 |
Shareholders' Equity and Stoc63
Shareholders' Equity and Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | Oct. 27, 2017USD ($)$ / shares | Aug. 01, 2017USD ($)$ / shares | May 24, 2017USD ($)$ / shares | May 03, 2017shares | Jan. 31, 2014shares | Mar. 31, 2017shares | Mar. 31, 2016shares | Mar. 31, 2015Directorshares | Dec. 31, 2017USD ($)Trancheshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2017shares | Apr. 22, 2014shares | Jul. 19, 2013shares | Jun. 17, 2013shares |
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Dividend payment | $ 15.2 | $ 0 | $ 0 | ||||||||||||
Stock Option Grants [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Stock-based compensation expense | 1.7 | 3 | 5.1 | ||||||||||||
Deferred tax benefit for stock-based compensation | $ 0.6 | 1.1 | 2 | ||||||||||||
Stock Options [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Number of stock options vested and exercisable | shares | 4,685,974 | ||||||||||||||
Total fair value of shares vested based on weighted average grant date fair value | $ 3.7 | $ 3.7 | $ 3.8 | ||||||||||||
Restricted Stock Units [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Stock-based compensation expense | 0.7 | ||||||||||||||
Stock Options and RSUs [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Unrecognized stock-based compensation expense | $ 1.2 | ||||||||||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 10 months 24 days | ||||||||||||||
2013 Stock Option Plan [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Common stock, reserved for issuance | shares | shares | 2,177,000 | 5,227,750 | 4,963,875 | ||||||||||||
Option grants contractual term | 10 years | ||||||||||||||
Vesting period of option grants | 5 years | ||||||||||||||
2013 Stock Option Plan [Member] | Tranche 2 [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option shares at exercise price at fair market value of common stock | 25.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Year One [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 20.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Year Two [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 20.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Year Three [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 20.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Year Four [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 20.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Year Five [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 20.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Minimum [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Number of tranches | Tranche | 2 | ||||||||||||||
2013 Stock Option Plan [Member] | Minimum [Member] | Tranche 1 [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option shares at exercise price at fair market value of common stock | 50.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Minimum [Member] | Tranche 3 [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option shares at exercise price at fair market value of common stock | 0.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Maximum [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Number of tranches | Tranche | 3 | ||||||||||||||
2013 Stock Option Plan [Member] | Maximum [Member] | Tranche 1 [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option shares at exercise price at fair market value of common stock | 75.00% | ||||||||||||||
2013 Stock Option Plan [Member] | Maximum [Member] | Tranche 3 [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option shares at exercise price at fair market value of common stock | 25.00% | ||||||||||||||
2013 Stock Option Plan [Member] | GLM [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Additional common stock shares issued to fund acquisition | shares | 17,500,000 | ||||||||||||||
2017 Omnibus Equity Plan [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Common stock, reserved for issuance | shares | shares | 4,851,591 | 5,000,000 | |||||||||||||
Number of tranches | Tranche | 1 | ||||||||||||||
Vesting period of option grants | 4 years | ||||||||||||||
2017 Omnibus Equity Plan [Member] | Year One [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 25.00% | ||||||||||||||
2017 Omnibus Equity Plan [Member] | Year Two [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 25.00% | ||||||||||||||
2017 Omnibus Equity Plan [Member] | Year Three [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 25.00% | ||||||||||||||
2017 Omnibus Equity Plan [Member] | Year Four [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Option vesting percentage | 25.00% | ||||||||||||||
IPO [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Total shares of common stock sold | shares | 10,333,333 | ||||||||||||||
Director [Member] | |||||||||||||||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||||||||||||||
Number of options granted | shares | 8,625 | 11,625 | 4,375 | ||||||||||||
Number of directors | Director | 1 | ||||||||||||||
Dividends payable, date declared | Oct. 27, 2017 | Aug. 1, 2017 | May 24, 2017 | ||||||||||||
Dividends payable, date to be paid | Nov. 30, 2017 | Aug. 31, 2017 | Jun. 21, 2017 | ||||||||||||
Dividends payable, date of record | Nov. 16, 2017 | Aug. 17, 2017 | Jun. 7, 2017 | ||||||||||||
Dividend paid, per share | $ / shares | $ 0.07 | $ 0.07 | $ 0.07 | ||||||||||||
Dividend payment | $ 5.1 | $ 5.1 | $ 5.1 |
Shareholder's Equity and Stock-
Shareholder's Equity and Stock-Based Compensation - Fair Value of Stock Options Estimated on Grant Date Using Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Black-Scholes Option Pricing Model [Member] | |||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||
Expected volatility, minimum | 24.12% | 25.68% | 26.14% |
Expected volatility, maximum | 26.04% | 33.88% | 35.55% |
Dividend yield | 1.30% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.91% | 1.15% | 1.49% |
Risk-free interest rate, maximum | 2.04% | 1.65% | 2.14% |
Weighted-average fair value at grant date | $ 5.53 | $ 3.56 | $ 3.57 |
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | |||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 3 months | 5 years 6 months | 5 years 6 months |
Black-Scholes Option Pricing Model [Member] | Maximum [Member] | |||
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |||
Expected term (in years) | 7 years | 7 years 6 months | 7 years 6 months |
Shareholders' Equity and Stoc65
Shareholders' Equity and Stock-Based Compensation - Schedule of Stock Option Award Activity (Detail) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options Outstanding, Beginning Balance | shares | 7,157 |
Number of Options, Granted | shares | 45 |
Number of Options, Exercised | shares | (402) |
Number of Options, Forfeited | shares | (247) |
Number of Options Outstanding, Ending Balance | shares | 6,553 |
Number of Options, Exercisable | shares | 4,686 |
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ / shares | $ 10.91 |
Weighted-Average Exercise Price per Option, Granted | $ / shares | 22.66 |
Weighted-Average Exercise Price per Option, Exercised | $ / shares | 13.15 |
Weighted-Average Exercise Price per Option, Forfeited | $ / shares | 12.04 |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | $ / shares | 10.82 |
Weighted-Average Exercise Price per Option, Exercisable | $ / shares | $ 10.64 |
Weighted-Average Remaining Contractual Term, Outstanding Balance | 5 years 10 months 28 days |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding Balance | $ | $ 62.5 |
Aggregate Intrinsic Value, Exercisable | $ | $ 45.5 |
Shareholders' Equity and Stoc66
Shareholders' Equity and Stock-Based Compensation - Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Exercise Price $8.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted Average Exercise Price | $ / shares | $ 8 |
Number of Options | shares | 3,309 |
Weighted Average Remaining Contractual Life | 5 years 9 months 10 days |
Exercise Price $10.40 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted Average Exercise Price | $ / shares | $ 10.40 |
Number of Options | shares | 240 |
Weighted Average Remaining Contractual Life | 6 years 11 months 1 day |
Exercise Price $12.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted Average Exercise Price | $ / shares | $ 12 |
Number of Options | shares | 1,602 |
Weighted Average Remaining Contractual Life | 5 years 10 months 20 days |
Exercise Price $13.03 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted Average Exercise Price | $ / shares | $ 13.03 |
Number of Options | shares | 8 |
Weighted Average Remaining Contractual Life | 8 years 1 month 13 days |
Exercise Price $16.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted Average Exercise Price | $ / shares | $ 16 |
Number of Options | shares | 1,342 |
Weighted Average Remaining Contractual Life | 5 years 11 months 4 days |
Exercise Price $22.66 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted Average Exercise Price | $ / shares | $ 22.66 |
Number of Options | shares | 44 |
Weighted Average Remaining Contractual Life | 9 years 8 months 23 days |
Exercise Price $10.82 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Weighted Average Exercise Price | $ / shares | $ 10.82 |
Number of Options | shares | 6,545 |
Weighted Average Remaining Contractual Life | 5 years 10 months 28 days |
Shareholder's Equity and Stoc67
Shareholder's Equity and Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share based Compensation Arrangement by Share based Payment Award [Line Items] | |
Number of RSUs, Granted | shares | 105 |
Number of RSUs, Forfeited | shares | (2) |
Number of RSUs Unvested, Ending Balance | shares | 103 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | $ 22.02 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 21.32 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 22.03 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | Apr. 10, 2017shares | Dec. 31, 2017shares | Dec. 31, 2016shares | Dec. 31, 2015 |
Earnings Per Share [Abstract] | ||||
Stock split, conversion ratio | 0.008 | 0.008 | 0.008 | 0.008 |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 |
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 | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Earnings Per Share [Abstract] | ||||
Net income | $ 81.8 | $ 22.2 | $ 19.6 | |
Weighted average common shares outstanding | [1] | 68,912 | 61,859 | 61,847 |
Basic earnings per share | [1] | $ 1.19 | $ 0.36 | $ 0.32 |
Net income | $ 81.8 | $ 22.2 | $ 19.6 | |
Basic weighted average common shares outstanding | [1] | 68,912 | 61,859 | 61,847 |
Diluted effect of stock options | 3,204 | 1,435 | 669 | |
Diluted weighted average common shares outstanding | [1] | 72,116 | 63,294 | 62,516 |
Diluted earnings per share | [1] | $ 1.13 | $ 0.35 | $ 0.31 |
Anti-dilutive shares excluded from diluted earnings per share calculation | 63 | 1,691 | 3,666 | |
[1] | Adjusted to reflect the 125-for-one stock split. See Note 10. |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 50.00% | ||
Compensation expense for employer matching contribution | $ 0.9 | $ 0.9 | $ 0.9 |
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage of eligible plan participant's compensation for contribution period | 6.00% |
Income Taxes - Summary of (Bene
Income Taxes - Summary of (Benefit from) Provision for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ 0.6 | $ 1 | $ 0.8 |
State and local | 4.3 | 2.6 | 1.6 |
Total current provision for income taxes | 4.9 | 3.6 | 2.4 |
Deferred | |||
Federal | (38.9) | 11.3 | 9.8 |
State and local | (1) | (0.9) | (1.9) |
Total deferred provision for income taxes | (39.9) | 10.4 | 7.9 |
Total (benefit from) provision for income taxes | $ (35) | $ 14 | $ 10.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% | ||
Provisional tax benefit recorded | $ (52.1) | ||||
Alternative minimum tax credit carryforwards | 2.8 | $ 3.3 | |||
Gross unrecognized tax benefits | 1.7 | 0.4 | $ 0.4 | $ 0.5 | |
Tax benefit witin provision for income taxes | 0.5 | ||||
Federal [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | 0 | 59.9 | |||
Alternative minimum tax credit carryforwards | $ 2.8 | $ 3.3 | |||
Scenario, Forecast [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Statutory federal income tax rate | 21.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Reconciliation (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income before income taxes | $ 46.8 | $ 36.2 | $ 29.9 |
U.S. statutory tax rate | 35.00% | 35.00% | 35.00% |
Taxes at the U.S. statutory rate | $ 16.4 | $ 12.7 | $ 10.5 |
Tax effected differences | |||
State and local taxes, net of federal benefit | 1.9 | 1.5 | 1.3 |
Excess tax deductions on share-based payments | (1) | ||
Change in valuation allowance | (0.1) | ||
Change in tax rates | (52.1) | (0.4) | (1.7) |
Change in uncertain tax positions | (0.4) | ||
Other, net | 0.2 | 0.2 | 0.3 |
Total (benefit from) provision for income taxes | $ (35) | $ 14 | $ 10.3 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Taxes (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 0.3 | $ 21.3 |
Deferred compensation | 1.4 | 0.1 |
Stock-based compensation | 4.5 | 6.2 |
Fixed asset depreciation | 0.4 | 0.8 |
Accrued expenses | 0.3 | 0.4 |
Credits | 2.8 | 3.3 |
Other assets | 1.1 | 2 |
Deferred tax assets | 10.8 | 34.1 |
Valuation allowance | (0.3) | (0.3) |
Net deferred tax assets | 10.5 | 33.8 |
Deferred tax liabilities | ||
Goodwill and intangible assets | (110.7) | (173.9) |
Net deferred tax liability | (100.2) | (140.1) |
Deferred income taxes, noncurrent | $ (100.2) | $ (140.1) |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits-beginning of period | $ 0.4 | $ 0.5 |
Decreases related to prior year tax positions | (0.4) | (0.1) |
Increases related to current year tax provisions | 1.7 | |
Gross unrecognized tax benefits-end of period | $ 1.7 | $ 0.4 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Minimum Annual Payments for Purchase Obligations (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating leases, 2018 | $ 3.9 |
Operating leases, 2019 | 3.8 |
Operating leases, 2020 | 3.9 |
Operating leases, 2021 | 3.3 |
Operating leases, 2022 | 3 |
Operating leases, There-after | 10.8 |
Operating leases, total | 28.7 |
Other contractual obligations, 2018 | 41.7 |
Other contractual obligations, 2019 | 18.2 |
Other contractual obligations, 2020 | 12.6 |
Other contractual obligations, 2021 | 1 |
Other contractual obligations, 2022 | 0.3 |
Other contractual obligations, total | 73.8 |
Purchase obligations, 2018 | 45.6 |
Purchase obligations, 2019 | 22 |
Purchase obligations, 2020 | 16.5 |
Purchase obligations, 2021 | 4.3 |
Purchase obligations, 2022 | 3.3 |
Purchase obligations, There-after | 10.8 |
Purchase obligations, total | $ 102.5 |
Commitment and Contingencies 77
Commitment and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Total expenses incurred under operating leases | $ 4.3 | $ 2.6 | $ 3.3 |
Accounts Payable and Other Cu78
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued personnel costs | $ 7.6 | $ 7 |
Other current liabilities | 6.4 | 5.2 |
Contingent consideration | 1.6 | 8.5 |
Accrued event costs | 3.6 | 3.6 |
Trade payables | 5.3 | 3.8 |
Accrued interest | 0.5 | 0.1 |
Total accounts payable and other current liabilities | $ 25 | $ 28.2 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event [Member] | Jan. 26, 2018$ / shares |
Subsequent Event [Line Items] | |
Dividend declared date | Jan. 26, 2018 |
Dividend declared per share | $ 0.07 |
Dividend record date | Feb. 9, 2018 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets | |||||
Total current assets | $ 93.5 | $ 95.5 | |||
Noncurrent assets | |||||
Total assets | 1,637.9 | 1,572.5 | |||
Current liabilities | |||||
Total current liabilities | 223.3 | 208.6 | |||
Noncurrent liabilities | |||||
Total liabilities | 876.7 | 1,044.8 | |||
Shareholders’ equity | |||||
Preferred stock, $0.01 par value; authorized shares at December 31, 2017: 80,000; no shares issued and outstanding at December 31, 2017 | |||||
Common stock, $0.01 par value; authorized shares: 800,000; Issued and outstanding shares: 72,604 and 61,860 at December 31, 2017 and 2016, respectively | [1] | 0.7 | 0.6 | ||
Additional paid-in capital | [1] | 677.1 | 510.3 | ||
Retained earnings | 83.4 | 16.8 | |||
Total shareholders’ equity | 761.2 | 527.7 | $ 502.5 | $ 477.8 | |
Total liabilities and shareholders’ equity | 1,637.9 | 1,572.5 | |||
Parent Company [Member] | |||||
Noncurrent assets | |||||
Investment in subsidiaries | 761.2 | 527.7 | |||
Total assets | 761.2 | 527.7 | |||
Shareholders’ equity | |||||
Preferred stock, $0.01 par value; authorized shares at December 31, 2017: 80,000; no shares issued and outstanding at December 31, 2017 | |||||
Common stock, $0.01 par value; authorized shares: 800,000; Issued and outstanding shares: 72,604 and 61,860 at December 31, 2017 and 2016, respectively | 0.7 | 0.6 | |||
Additional paid-in capital | 677.1 | 510.3 | |||
Retained earnings | 83.4 | 16.8 | |||
Total shareholders’ equity | 761.2 | 527.7 | |||
Total liabilities and shareholders’ equity | $ 761.2 | $ 527.7 | |||
[1] | Adjusted to reflect the 125-for-one stock split. See Note 10. |
Schedule I - Condensed Financ81
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Dec. 31, 2017 | Apr. 10, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet Statements Captions [Line Items] | |||
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares authorized | 80,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Common stock, shares issued | 72,604,000 | 61,860,000 | |
Common stock, shares outstanding | 72,604,000 | 61,860,000 | |
Parent Company [Member] | |||
Condensed Balance Sheet Statements Captions [Line Items] | |||
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares authorized | 80,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 800,000,000 | 800,000,000 | |
Common stock, shares issued | 72,604,000 | 61,860,000 | |
Common stock, shares outstanding | 72,604,000 | 61,860,000 |
Schedule I - Condensed Financ82
Schedule I - Condensed Financial Information of Registrant Condensed Statements of Income and Comprehensive Income (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Income Statements Captions [Line Items] | |||
Revenues | $ 341,700,000 | $ 323,700,000 | $ 306,400,000 |
Other income | 6,500,000 | 0 | 0 |
Cost of revenues | 95,000,000 | 84,400,000 | 83,400,000 |
Selling, general and administrative expense | 121,900,000 | 98,900,000 | 93,100,000 |
Depreciation and amortization expense | 43,200,000 | 40,000,000 | 39,100,000 |
Intangible asset impairment charge | 0 | 0 | 8,900,000 |
Operating income | 88,100,000 | 100,400,000 | 81,900,000 |
Interest expense | 38,300,000 | 51,400,000 | 52,000,000 |
Loss on extinguishment of debt | (3,000,000) | (3,700,000) | 0 |
Income before income taxes | 46,800,000 | 36,200,000 | 29,900,000 |
(Benefit from) provision for income taxes | (35,000,000) | 14,000,000 | 10,300,000 |
Net income and comprehensive income | 81,800,000 | 22,200,000 | 19,600,000 |
Parent Company [Member] | |||
Condensed Income Statements Captions [Line Items] | |||
Equity in net income and comprehensive income of subsidiaries | 81,800,000 | 22,200,000 | 19,600,000 |
Net income and comprehensive income | $ 81,800,000 | $ 22,200,000 | $ 19,600,000 |
Schedule I - Condensed Financ83
Schedule I - Condensed Financial Information of Registrant Guarantees and Restrictions - Additional Information (Detail) - Parent Company [Member] | 12 Months Ended | |
Dec. 31, 2017 | May 22, 2017 | |
Condensed Financial Information Of Parent Company Only [Line Items] | ||
Restricted net assets of Emerald and subsidiaries exceed consolidated net assets as a percentage | 25.00% | |
Amended And Restated Senior Secured Credit Facilities | ||
Condensed Financial Information Of Parent Company Only [Line Items] | ||
Builder basket percentage based on consolidated net income and certain other amounts | 50.00% | |
Fixed charge coverage ratio | 200.00% |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 0.7 | $ 1.9 | $ 1.8 |
Additions Charged to Costs & Expenses | 0.5 | 0.7 | 0.7 |
Additions Charged to Other Accounts | 0 | 0 | 0 |
Deductions | (0.4) | (1.9) | (0.6) |
Balance at End of Period | 0.8 | 0.7 | 1.9 |
Deferred tax asset valuation allowance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 0.3 | 0.3 | 0.4 |
Additions Charged to Costs & Expenses | 0 | 0 | 0 |
Additions Charged to Other Accounts | 0 | 0 | 0 |
Deductions | (0.1) | ||
Balance at End of Period | $ 0.3 | $ 0.3 | $ 0.3 |