Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | EEX | |
Entity Registrant Name | Emerald Holding, Inc. | |
Entity Central Index Key | 0001579214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 70,133,463 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-38076 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 42-1775077 | |
Entity Address, Address Line One | 100 Broadway | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 949 | |
Local Phone Number | 226-5700 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 303.6 | $ 295.3 |
Trade and other receivables, net of allowances of $0.9 million and $1.1 million as of September 30, 2021 and December 31, 2020, respectively | 38.9 | 30.7 |
Insurance receivables | 17.8 | |
Prepaid expenses and other current assets | 9.2 | 8.5 |
Total current assets | 351.7 | 352.3 |
Noncurrent assets | ||
Property and equipment, net | 3.8 | 3.9 |
Intangible assets, net | 248 | 275 |
Goodwill | 407.9 | 404.3 |
Right-of-use lease assets | 16.3 | 16 |
Other noncurrent assets | 2.4 | 2.9 |
Total assets | 1,030.1 | 1,054.4 |
Current liabilities | ||
Accounts payable and other current liabilities | 54.1 | 31.1 |
Cancelled event liabilities | 21.6 | 25.9 |
Deferred revenues | 83 | 48.6 |
Right-of-use lease liabilities, current portion | 4.5 | 4.3 |
Term loan, current portion | 5.7 | 5.7 |
Total current liabilities | 168.9 | 115.6 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 512 | 515.3 |
Deferred tax liabilities, net | 2.3 | 1.9 |
Right-of-use lease liabilities, noncurrent portion | 14 | 13.4 |
Other noncurrent liabilities | 11.8 | 13.7 |
Total liabilities | 709 | 659.9 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity (deficit) | ||
Common stock, $0.01 par value; authorized shares at September 30, 2021 and December 31, 2020: 800,000; 70,400 and 72,195 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 0.7 | 0.7 |
Additional paid-in capital | 661.8 | 690.7 |
Accumulated deficit | (766) | (695.2) |
Total stockholders’ equity (deficit) | (103.5) | (3.8) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 1,030.1 | 1,054.4 |
7% Series A Convertible Participating Preferred stock [Member] | ||
Redeemable convertible preferred stock | ||
7% Series A Redeemable Convertible Participating Preferred stock, $0.01 par value; authorized shares at September 30, 2021 and December 31, 2020: 80,000; 71,442 and 71,445 shares issued and outstanding; aggregate liquidation preference of $436.5 million and $414.4 million at September 30, 2021 and December 31, 2020, respectively | $ 424.6 | $ 398.3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance - trade and other receivables, current | $ 0.9 | $ 1.1 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 70,400,000 | 72,195,000 |
Common stock, shares outstanding | 70,400,000 | 72,195,000 |
7% Series A Convertible Participating Preferred stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, shares issued | 71,442,000 | 71,445,000 |
Preferred stock, shares outstanding | 71,442,000 | 71,445,000 |
Preferred stock, aggregate liquidation preference | $ 436.5 | $ 414.4 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | $ 76.5 | $ 8.5 | $ 104.4 | $ 115.2 |
Other income | 1.1 | 16.1 | 17.5 | 64.3 |
Cost of revenues | 33.7 | 4.3 | 41.3 | 47.1 |
Selling, general and administrative expense | 38.8 | 25.6 | 102.7 | 88.8 |
Depreciation and amortization expense | 12.2 | 12.2 | 36.1 | 37.2 |
Goodwill impairment charge | 588.2 | |||
Intangible asset impairment charges | 59.4 | |||
Operating loss | (7.1) | (17.5) | (58.2) | (641.2) |
Interest expense | 3.9 | 4.2 | 12 | 16.5 |
Loss before income taxes | (11) | (21.7) | (70.2) | (657.7) |
(Benefit from) provision for income taxes | (2) | (6.4) | 0.6 | (58) |
Net loss and comprehensive loss | (9) | (15.3) | (70.8) | (599.7) |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (18) | $ (22.3) | $ (97.1) | $ (606.8) |
Basic loss per share | $ (0.25) | $ (0.31) | $ (1.35) | $ (8.49) |
Diluted loss per share | $ (0.25) | $ (0.31) | $ (1.35) | $ (8.49) |
Basic weighted average common shares outstanding | 71,033 | 71,484 | 71,719 | 71,437 |
Diluted weighted average common shares outstanding | 71,033 | 71,484 | 71,719 | 71,437 |
Redeemable Convertible Preferred Stock [Member] | ||||
Accretion to redemption value of redeemable convertible preferred stock | $ (9) | $ (7) | $ (26.3) | $ (7.1) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and of Stockholders' Equity (Deficit) - USD ($) | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Redeemable Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2019 | $ 640,200,000 | $ 700,000 | $ 701,100,000 | $ (61,600,000) | ||
Balance, shares at Dec. 31, 2019 | 71,352,000 | |||||
Stock-based compensation | 5,100,000 | 5,100,000 | ||||
Stock-based compensation, shares | 116,000 | |||||
Dividends on common stock | (5,400,000) | (5,400,000) | ||||
Issuance of common stock under equity plans and preferred stock | 100,000 | 100,000 | ||||
Issuance of common stock under equity plans and preferred stock, shares | 47,000 | |||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs | $ 382,700,000 | |||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs, Shares | 71,446,000 | |||||
Accretion to redemption value of redeemable convertible preferred stock | (7,100,000) | (7,100,000) | ||||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 7,100,000 | |||||
Repurchase of common stock | (100,000) | (100,000) | ||||
Repurchase of common stock, shares | (15,000) | |||||
Net loss and comprehensive loss | (599,700,000) | (599,700,000) | ||||
Balances at Sep. 30, 2020 | 33,100,000 | $ 700,000 | 693,800,000 | (661,400,000) | ||
Balance, shares at Sep. 30, 2020 | 71,500,000 | |||||
Temporary Equity, Balance at Sep. 30, 2020 | $ 389,800,000 | |||||
Temporary Equity, Balance, shares at Sep. 30, 2020 | 71,446,000 | |||||
Balance at Jun. 30, 2020 | 53,500,000 | $ 700,000 | 698,900,000 | (646,100,000) | ||
Balance, shares at Jun. 30, 2020 | 71,453,000 | |||||
Temporary Equity, Balance at Jun. 30, 2020 | $ 252,100,000 | |||||
Temporary Equity, Balance, shares at Jun. 30, 2020 | 47,058,000 | |||||
Stock-based compensation | 1,500,000 | 1,500,000 | ||||
Stock-based compensation, shares | 27,000 | |||||
Issuance of common stock under equity plans and preferred stock | 400,000 | 400,000 | ||||
Issuance of common stock under equity plans and preferred stock, shares | 20,000 | |||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs | $ 130,700,000 | |||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs, Shares | 24,388,000 | |||||
Accretion to redemption value of redeemable convertible preferred stock | (7,000,000) | (7,000,000) | ||||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 7,000,000 | |||||
Net loss and comprehensive loss | (15,300,000) | (15,300,000) | ||||
Balances at Sep. 30, 2020 | 33,100,000 | $ 700,000 | 693,800,000 | (661,400,000) | ||
Balance, shares at Sep. 30, 2020 | 71,500,000 | |||||
Temporary Equity, Balance at Sep. 30, 2020 | $ 389,800,000 | |||||
Temporary Equity, Balance, shares at Sep. 30, 2020 | 71,446,000 | |||||
Balance at Dec. 31, 2020 | (3,800,000) | $ 700,000 | 690,700,000 | (695,200,000) | ||
Balance, shares at Dec. 31, 2020 | 72,195,000 | |||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 398,300,000 | |||||
Temporary Equity, Balance, shares at Dec. 31, 2020 | 71,445,000 | |||||
Stock-based compensation | 8,100,000 | 8,100,000 | ||||
Stock-based compensation, shares | 281,000 | |||||
Issuance of common stock under equity plans and preferred stock, shares | 42,000 | |||||
Accretion to redemption value of redeemable convertible preferred stock | (26,300,000) | (26,300,000) | ||||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 26,300,000 | |||||
Redeemable convertible preferred stock conversion, shares | 5,000 | |||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (3,000) | |||||
Repurchase of common stock | (10,700,000) | (10,700,000) | ||||
Repurchase of common stock, shares | (2,123,000) | |||||
Net loss and comprehensive loss | (70,800,000) | (70,800,000) | ||||
Balances at Sep. 30, 2021 | (103,500,000) | $ 700,000 | 661,800,000 | (766,000,000) | ||
Balance, shares at Sep. 30, 2021 | 70,400,000 | |||||
Temporary Equity, Balance at Sep. 30, 2021 | $ 424,600,000 | |||||
Temporary Equity, Balance, shares at Sep. 30, 2021 | 71,442,000 | |||||
Balance at Jun. 30, 2021 | (82,400,000) | $ 700,000 | 673,900,000 | (757,000,000) | ||
Balance, shares at Jun. 30, 2021 | 71,518,000 | |||||
Temporary Equity, Balance at Jun. 30, 2021 | $ 415,600,000 | |||||
Temporary Equity, Balance, shares at Jun. 30, 2021 | 71,442,000 | |||||
Stock-based compensation | 2,500,000 | 2,500,000 | ||||
Stock-based compensation, shares | 55,000 | |||||
Dividends on common stock | 0 | |||||
Issuance of common stock under equity plans and preferred stock, shares | 20,000 | |||||
Accretion to redemption value of redeemable convertible preferred stock | (9,000,000) | (9,000,000) | ||||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 9,000,000 | |||||
Repurchase of common stock | (5,600,000) | (5,600,000) | ||||
Repurchase of common stock, shares | (1,193,000) | |||||
Net loss and comprehensive loss | (9,000,000) | (9,000,000) | ||||
Balances at Sep. 30, 2021 | $ (103,500,000) | $ 700,000 | $ 661,800,000 | $ (766,000,000) | ||
Balance, shares at Sep. 30, 2021 | 70,400,000 | |||||
Temporary Equity, Balance at Sep. 30, 2021 | $ 424,600,000 | |||||
Temporary Equity, Balance, shares at Sep. 30, 2021 | 71,442,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net loss | $ (70.8) | $ (599.7) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation expense | 8.2 | 4.2 |
Provision for credit losses | 0.2 | 0.2 |
Depreciation and amortization | 36.1 | 37.2 |
Goodwill impairment charge | 588.2 | |
Intangible asset impairment charges | 59.4 | |
Non-cash operating lease expense | 2.4 | 2.4 |
Amortization of deferred financing fees and debt discount | 1.1 | 1.1 |
Remeasurement of contingent consideration | 2.6 | 0.6 |
Deferred income taxes | 0.4 | (57.7) |
Changes in operating assets and liabilities: | ||
Trade and other receivables | (8.3) | 19.5 |
Insurance receivables | 17.8 | (9.5) |
Prepaid expenses and other current assets | (0.6) | 14 |
Other noncurrent assets | 0.3 | (0.3) |
Accounts payable and other current liabilities | 21.6 | (0.1) |
Cancelled event liabilities | (4.3) | 24.9 |
Income tax payable | 0.3 | (1.5) |
Deferred revenues | 33.8 | (122.7) |
Operating lease liabilities | (1.8) | (2.3) |
Other noncurrent liabilities | (2.7) | (0.6) |
Net cash provided by (used in) operating activities | 36.3 | (42.7) |
Investing activities | ||
Acquisition of businesses | (7) | |
Purchases of property and equipment | (1) | (0.9) |
Purchases of intangible assets | (3.1) | (2.2) |
Net cash used in investing activities | (11.1) | (3.1) |
Financing activities | ||
Payment of deferred consideration for acquisition of businesses | (2) | (0.5) |
Proceeds from borrowings on revolving credit facility | 95 | |
Repayment of revolving credit facility | (105) | |
Repayment of principal on term loan | (4.2) | (4.2) |
Fees paid for revolving credit facility extension | (0.1) | |
Cash dividends paid | (5.4) | |
Repurchase of common stock | (10.7) | (0.1) |
Issuance of redeemable convertible preferred stock | 400.1 | |
Payment of redeemable convertible preferred stock offering costs | (17.2) | |
Proceeds from issuance of common stock under equity plans | 0.1 | 0.2 |
Net cash (used in) provided by financing activities | (16.9) | 362.9 |
Net increase in cash and cash equivalents | 8.3 | 317.1 |
Cash and cash equivalents | ||
Beginning of period | 295.3 | 9.6 |
End of period | $ 303.6 | 326.7 |
Supplemental schedule of non-cash financing activities | ||
Redeemable convertible preferred stock offering costs | $ 0.2 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits/losses, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included. These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2020. The December 31, 2020 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. Restatement of Condensed Consolidated Financial Statements As previously disclosed in the Company’s 2020 Form 10-K/A and its Q1 2021 and Q2 2021 Form 10-Q/As, as filed on November 5, 2021, prior to the filing of this Form 10-Q the Company identified a material error in its accounting for its 7% Series A Redeemable Convertible Participating Preferred Stock (“redeemable convertible preferred stock”), which was initially issued in June 2020, as further described below. As a result, the Company has restated the impacted accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020 to correct for such error. As a result of the Company’s reassessment of its accounting for its redeemable convertible preferred stock, it was determined that, pursuant to the terms of the Certificate of Designations relating to the redeemable convertible preferred stock, owners of the redeemable convertible preferred stock have the right to sell, and if such right is exercised, the Company has the obligation to redeem, the redeemable convertible preferred stock in certain circumstances that are not solely in the control of the Company. Because the events that may trigger redemption of the redeemable convertible preferred stock are not solely within the Company’s control, the Company has concluded that the amount allocated to the redeemable convertible preferred stock should be presented as temporary equity in the Company’s balance sheet rather than as permanent equity. As a result of incorrectly accounting for the redeemable convertible preferred stock as permanent equity, the Company did not accrete the carrying amount of the redeemable convertible preferred stock to the redemption value when the redeemable convertible preferred stock was probable of becoming redeemable, resulting in an understatement of the accretion of the carrying value of the redeemable convertible preferred stock by $7.0 million and $7.1 million for the three and nine months ended September 30, 2020, respectively, and a corresponding overstatement of the additional paid-in capital. In addition, the Company was accounting for the redeemable convertible preferred stock as stockholders’ equity and calculated the income attributable to the redeemable convertible preferred stock based solely on adjustments for cumulative undeclared dividends and other participation rights in accordance with the accounting principles generally accepted in the United States (“GAAP”) for preferred stock classified as stockholders’ equity. In connection with the Q3 2020 restatement to correct the accounting for the redeemable convertible preferred stock as further described above, the Company is also correcting for a previously identified Q1 2020 error which impacted the Q3 2020 year to date condensed consolidated financial statements. Specifically, in the fourth quarter of 2020, management identified an error in the determination of its goodwill impairment recognized in the first quarter of 2020, resulting from the incorrect allocation of deferred tax assets to certain of the Company’s reporting units. Management concluded that this error, which resulted in a $ 24.2 million understatement of its impairment charge initially recorded in Q1 2020, did not result in the previously issued condensed consolidated quarterly financial statements being materially misstated and therefore had corrected such error as an out of period adjustment in Q4 2020, as previously disclosed in the Company’s originally filed 2020 Form 10-K . The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported condensed consolidated financial statements for the quarterly periods. (dollars in millions, share data in thousands except earnings per share and share par value) Nine months ended September 30, 2020 Condensed Consolidated Statements of Loss and Comprehensive Loss As Originally Reported Adjustments As Restated (dollars in millions, share data in thousands except earnings per share) (unaudited) Goodwill impairment charge 564.0 24.2 588.2 Operating loss (617.0 ) (24.2 ) (641.2 ) Loss before income taxes (633.5 ) (24.2 ) (657.7 ) Net loss and comprehensive loss (575.5 ) (24.2 ) (599.7 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (582.6 ) $ (24.2 ) $ (606.8 ) Basic loss per share $ (8.16 ) $ (0.33 ) $ (8.49 ) Diluted loss per share $ (8.16 ) $ (0.33 ) $ (8.49 ) Basic weighted average common shares outstanding 71,437 71,437 71,437 Diluted weighted average common shares outstanding 71,437 71,437 71,437 Three Months Ended September 30, 2020 Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) As Originally Reported Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 0.5 71,453 $ 0.7 $ 950.5 $ (621.9 ) $ 329.8 Stock-based compensation — — 27 — 1.5 — 1.5 Issuance of common stock under equity plans — — 20 — — — — Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 0.2 — — 130.9 — 131.1 Net loss and comprehensive loss — — — — — (15.3 ) (15.3 ) Balances at September 30, 2020 71,446 $ 0.7 71,500 $ 0.7 $ 1,082.9 $ (637.2 ) $ 447.1 Adjustments Redeemable Convertible Preferred Stock Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 252.1 (47,058 ) $ (0.5 ) — $ — $ (251.6 ) $ (24.2 ) $ (276.3 ) Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 130.7 (24,388 ) (0.2 ) — — (130.5 ) — (130.7 ) Accretion to redemption value of redeemable convertible preferred stock — 7.0 — — — — (7.0 ) — (7.0 ) Net loss and comprehensive loss — — — — — — — — — Balances at September 30, 2020 71,446 $ 389.8 (71,446 ) $ (0.7 ) — $ — $ (389.1 ) $ (24.2 ) $ (414.0 ) Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (As Restated) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 252.1 71,453 $ 0.7 $ 698.9 $ (646.1 ) $ 53.5 Stock-based compensation — — 27 — 1.5 — 1.5 Issuance of common stock under equity plans — — 20 — 0.4 — 0.4 Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 130.7 — — — — — Accretion to redemption value of redeemable convertible preferred stock — 7.0 — — (7.0 ) — (7.0 ) Net loss and comprehensive loss — — — — — (15.3 ) (15.3 ) Balances at September 30, 2020 (As Restated) 71,446 $ 389.8 71,500 $ 0.7 $ 693.8 $ (661.4 ) $ 33.1 Nine Months Ended September 30, 2020 Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) As Originally Reported Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — 71,352 $ 0.7 $ 701.1 $ (61.6 ) $ 640.2 Stock-based compensation — — 116 — 4.7 — 4.7 Dividends on common stock — — — — (5.4 ) — (5.4 ) Issuance of common stock under equity plans — — 47 — 0.1 — 0.1 Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 0.7 — — 382.4 — 383.1 Repurchase of common stock — — (15 ) — — (0.1 ) (0.1 ) Net loss and comprehensive loss — — — — — (575.5 ) (575.5 ) Balances at September 30, 2020 71,446 $ 0.7 71,500 $ 0.7 $ 1,082.9 $ (637.2 ) $ 447.1 Adjustments Redeemable Convertible Preferred Stock Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — — $ — — $ — $ — $ — $ — Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 382.7 (71,446 ) (0.7 ) — — (382.0 ) — (382.7 ) Accretion to redemption value of redeemable convertible preferred stock — 7.1 — — — — (7.1 ) — (7.1 ) Net loss and comprehensive loss — — — — — — — (24.2 ) (24.2 ) Balances at September 30, 2020 71,446 $ 389.8 (71,446 ) $ (0.7 ) — $ — $ (389.1 ) $ (24.2 ) $ (414.0 ) Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (As Restated) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — 71,352 $ 0.7 $ 701.1 $ (61.6 ) $ 640.2 Stock-based compensation — — 116 — 5.1 — 5.1 Dividends on common stock — — — — (5.4 ) — (5.4 ) Issuance of common stock under equity plans — — 47 — 0.1 — 0.1 Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 382.7 — — — — — Accretion to redemption value of redeemable convertible preferred stock — 7.1 — — (7.1 ) — (7.1 ) Repurchase of common stock — — (15 ) — — (0.1 ) (0.1 ) Net loss and comprehensive loss — — — — — (599.7 ) (599.7 ) Balances at September 30, 2020 (As Restated) 71,446 $ 389.8 71,500 $ 0.7 $ 693.8 $ (661.4 ) $ 33.1 Nine Months Ended September 30, 2020 Condensed Consolidated Statement of Cash Flows As Originally Reported Adjustments As Restated Operating activities Net loss $ (575.5 ) $ (24.2 ) $ (599.7 ) Goodwill impairment 564.0 24.2 588.2 Net cash provided by (used in) operating activities (42.7 ) — (42.7 ) The accompanying applicable Notes have been updated to reflect the restatement as of and for the three and nine months ended September 30, 2020. Liquidity Position and Management’s Plans In March 2020, the World Health Organization categorized the Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In conjunction with this declaration and the spread of COVID-19 across the United States, recommendations and mandates were handed down by various local, state and federal government agencies regarding social distancing, containment areas and against large gatherings, as well as quarantine requirements. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, have had, and will continue to have, a material negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled or postponed all upcoming events for a period of over a year due to a pandemic where the timing for resolution and ultimate impact of the pandemic remains uncertain. Management cannot estimate with certainty (i) when the Company will be able to resume full event operations and, once resumed, (ii) whether event exhibitors and attendees will attend the Company’s events. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. As a consequence, management cannot estimate the ultimate impact on the Company’s business, financial condition or near or longer term financial or operational results, but a net loss on a GAAP basis for the year ended December 31, 2021 is expected. During the year ended December 31, 2020 and continuing into the nine months ended September 30, 2021, the Company implemented several actions to preserve cash and strengthen its liquidity position, including, but not limited to: • Completing the sale of its 7% Series A Convertible Participating Preferred Stock, generating net proceeds of $382.7 million; • Reducing its expense structure across all key areas of discretionary spending; • Significantly reducing the use of outside contractors; and • Suspending the previous quarterly cash dividend. Further, Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events. Specifically, Emerald is insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. The aggregate limit under these event cancellation insurance policies is approximately $191.1 million in 2020 and $191.4 million in 2021 if losses arise for reasons within the scope of this policy. Emerald’s renewed event cancellation insurance policies for the year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COV ID-19. The aggregate limit for our renewed 2022 primary event cancellation insurance policy is $ 100 million. We also obtained a separate event cancellation insurance policy for the Surf Expo Winter 2022 and Surf Expo Summer 2022 shows, with a coverage l imit of $ 8.4 million and $ 6.5 million, for each respective event. The Company is in the process of pursuing claims under our 2020 and 2021 event cancellation insurance policies to offset the financial impact of cancelled and postponed events as a result of COVID-19. To date, the Company has submitted claims related to impacted or cancelled events previously scheduled to take place in 2020 and 2021 of $166.8 million and $76.2 million, respectively. Other income recognized to date, related to insurance proceeds received or confirmed on the claims related to events previously scheduled to take place in 2020 and 2021, totaled $124.5 million and zero, respectively. During the three and nine months ended September 30, 2021, the Company recorded Other income of $1.1 million and $17.5 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. During the three and nine months ended September 30, 2020, the Company recorded Other income of $16.1 million and $64.3 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. Outstanding claims are subject to review and adjustment and there is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policy. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides for the ability of employers to delay payment of employer payroll taxes during 2020 after the date of enactment. The Company deferred the payment of more than $1.9 million of employer payroll taxes otherwise due in 2020, with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. As of September 30, 2021, the Company had $521.0 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. In addition, as of September 30, 2021, the Company had cash and cash equivalents of $303.6 million. As of September 30, 2021, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities. Based on these actions, assumptions regarding the impact of COVID-19, and expected insurance recoveries, management believes that the Company’s current financial resources will be sufficient to fund its liquidity requirements for the next twelve months. Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. The COVID-19 pandemic and related effects are dynamic |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and adding further guidance to simplify the accounting for income taxes. The standard removes certain exceptions related to intra-period tax allocations, the methodology for calculating income taxes in interim periods and the recognition of deferred taxes for investments. The standard also clarifies and amends existing guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The Company adopted ASU 2019-12 on January 1, 2021, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues Impact of COVID-19 The COVID-19 pandemic has had, and will continue to have, a severe and unprecedented impact on the world. Measures to prevent its spread, including government-imposed restrictions on large gatherings, indefinite closures of event venues, “shelter in place” health orders and travel restrictions have had a significant effect on the production of the Company’s trade shows and other events. Due to the measures governments and private organizations implemented in order to stem the spread of COVID-19, the Company cancelled all but one of the trade shows and other events which had been scheduled to stage in the second half of March 2020 through December 2020, and also cancelled or postponed numerous trade shows and other events in the first half of 2021. Due to the reopening of most major municipalities in the United States in June 2021, the Company was able to hold 32 in-person events during the third quarter of 2021. However, on-going international travel restrictions and date postponements continued to have a negative impact on the financial results of the Company. Restrictions on international travelers within the United States are expected to be lifted in the fourth quarter of 2021; however, on-going international travel restrictions and date postponements continued to have a negative impact on the financial results of the Company. Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event and over the subscription period for access to the Company’s subscription software and services A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. Trade show revenues represented approximately 74% and 59% of total revenues for the three and nine months ended September 30, 2021, respectively. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services and are reported as deferred revenues on the condensed consolidated balance sheets of the respective period . During the three and nine months ended September 30, 2020, the Company recognized revenues of $ 2.3 million and $ million, respectively, from amounts included in deferred revenue at the beginning of the respective period. The Company cancelled all but one of the trade shows and other events which had been scheduled to stage in the second half of March 2020 through December 2020, and also cancelled or postponed all trade shows and other events in the first half of 2021, except for several relatively small live events that staged in the second quarter of 2021. As previously discussed, the Company was able to return to a more typical schedule of live events during the third quarter of 2021. The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of September 30, 2021, cancelled event liabilities of $21.6 million represents $17.5 million of deferred revenues for cancelled trade shows and $4.1 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. As of December 31, 2020, cancelled event liabilities of $25.9 million represents $13.6 million of deferred revenues for cancelled trade shows and $12.3 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. Performance Obligations For For the Company’s subscription software and services, the Company enters into contracts with customers that often include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and professional services are deferred and recognized over the expected customer life, which is four years. Subscription revenue is generally recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are typically three-year one-year For the Company’s other marketing services, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. The Company applies a practical expedient which allows the exclusion of disclosure Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events, subscription software and services The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Three Months Ended September 30, 2021 (in millions) Trade shows $ 39.4 $ 16.3 $ 0.7 $ 56.4 Other events 0.2 2.6 6.1 8.9 Subscription software and services — — 2.9 2.9 Other marketing services 1.3 3.9 3.1 8.3 Total revenues $ 40.9 $ 22.8 $ 12.8 $ 76.5 Three Months Ended September 30, 2020 Trade shows $ — $ — $ — $ — Other events 0.5 1.5 0.1 2.1 Subscription software and services — — — — Other marketing services 1.2 3.5 1.7 6.4 Total revenues $ 1.7 $ 5.0 $ 1.8 $ 8.5 Nine Months Ended September 30, 2021 Trade shows $ 45.0 $ 16.3 $ 0.7 $ 62.0 Other events 1.6 3.7 7.5 12.8 Subscription software and services — — 7.9 7.9 Other marketing services 3.9 10.5 7.3 21.7 Total revenues $ 50.5 $ 30.5 $ 23.4 $ 104.4 Nine Months Ended September 30, 2020 Trade shows $ 47.9 $ 28.5 $ 2.3 $ 78.7 Other events 0.5 5.9 9.9 16.3 Subscription software and services — — — — Other marketing services 4.3 11.3 4.6 20.2 Total revenues $ 52.7 $ 45.7 $ 16.8 $ 115.2 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services The Company’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications are generally short term, as sales typically begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited by each commission to be less than one year , and as a result, the Company expenses sales commissions associated with trade shows, other events and other marketing services as incurred. Sales commissions are reported on the condensed consolidated statements of loss and comprehensive loss as selling, general and administrative expense. Accounts Receivable The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including the current-period provision for expected credit losses for the three and nine months ended September 30, 2021, were not material. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4 . In December 2020, the Company acquired the assets and assumed the liabilities of PlumRiver Technologies (“PlumRiver”) and EDspaces for total purchase prices of $46.4 million and $3.6 million, respectively. The measurement periods for PlumRiver and EDspaces were closed in the second quarter of 2021 and the fourth quarter of 2020, respectively. In April 2021, the Company The Company recorded goodwill of zero and $3.4 million during the three and nine months ended September 30, 2021, respectively. In the view of management, the goodwill recorded reflects the future cash flow expectations for the acquired businesses’ market positions in their respective industries, synergies and assembled workforce. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Sue Bryce Education and The Portrait Masters In furtherance of the Company’s strategy to provide year-round engagement for its customer base and to expand its digital commerce capabilities, the Company executed an asset purchase agreement on April 1, 2021 to acquire certain assets and assume certain liabilities associated with Sue Bryce Education and The Portrait Masters for a total estimated purchase price of $7.7 million, which included an initial cash payment of $6.9 million and contingent consideration with an estimated fair value of $0.8 million. As of September 30, 2021, the estimated fair value of the contingent consideration was $0.9 million. Sue Bryce Education and The Portrait Masters is a subscription-based photography business education and e-learning service with a photography conference. External acquisition costs of $0.1 million were expensed as incurred during the nine months ended September 30, 2021, respectively, and included in selling, general and administrative expense in the consolidated statements of loss and comprehensive loss. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) April 1, 2021 Goodwill 3.3 Intangible assets 4.9 Deferred revenues (0.5 ) Purchase price $ 7.7 PlumRiver In furtherance of the Company’s strategy to provide year-round engagement for its customer base and to expand its digital commerce capabilities, the Company executed an asset purchase agreement on December 31, 2020 to acquire certain assets and assume certain liabilities associated with PlumRiver for a total estimated purchase price of $46.4 million, which included an initial cash payment of $30.0 million, $4.4 million in common stock, a working capital adjustment of approximately $1.1 million, a deferred payment of $2.0 million, which is due to be paid in July 2022, and contingent consideration with an estimated fair value of $10.0 million. The contingent consideration consisted of three components with total potential future payments of $11.0 million including (i) $2.0 million for the achievement of a technological milestone expected to be paid in the second quarter of 2021, (ii) up to $2.0 million for the successful onboarding of qualified customers expected to be paid in the fourth quarter of 2021 and (iii) up to $7.0 million for the achievement of revenue targets expected to be paid in the first quarter of 2023. During the nine months ended September 30, 2021, the Company determined that the technological milestone had been achieved and paid $2.0 million related to the achievement of the milestone. As of September 30, 2021, the estimated fair value of the contingent consideration was $8.6 million. The PlumRiver acquisition was financed with cash on hand and the issuance of 805,948 shares of the Company’s common stock. External acquisition costs of $1.4 million were expensed as incurred in 2020 and included in selling, general and administrative expense in the consolidated statements of loss and comprehensive loss. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) December 31, 2020 Trade and other receivables $ 1.9 Goodwill 25.3 Intangible assets 20.0 Accounts payable and other current liabilities (0.3 ) Deferred revenues (0.5 ) Purchase price, including working capital adjustment $ 46.4 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net, consisted of the following: (in millions) September 30, 2021 December 31, 2020 Furniture, equipment and other $ 7.1 $ 6.4 Leasehold improvements 3.5 3.2 10.6 9.6 Less: Accumulated depreciation (6.8 ) (5.7 ) Property and equipment, net $ 3.8 $ 3.9 Depreciation expense related to property and equipment for the three and nine months ended September 30, 2021 was |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 6 . Intangible Assets, Net Intangible assets, net consisted of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Acquired Technology Acquired Content Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at September 30, 2021 $ 65.9 $ 372.3 $ 91.3 $ 6.4 $ 1.5 $ 12.4 $ 5.3 $ 555.1 Accumulated amortization — (283.3 ) (12.6 ) (0.7 ) (0.1 ) (10.4 ) — (307.1 ) Net carrying amount at September 30, 2021 $ 65.9 $ 89.0 $ 78.7 $ 5.7 $ 1.4 $ 2.0 $ 5.3 $ 248.0 Gross carrying amount at December 31, 2020 $ 65.9 $ 369.0 $ 91.1 $ 6.2 $ — $ 12.3 $ 2.5 $ 547.0 Accumulated amortization — $ (253.4 ) $ (9.1 ) — — $ (9.5 ) — (272.0 ) Net carrying amount at December 31, 2020 $ 65.9 $ 115.6 $ 82.0 $ 6.2 $ — $ 2.8 $ 2.5 $ 275.0 Amortization expense for the three and nine months ended September 30, 2021 was $11.8 million and $35.1 million, respectively. Amortization expense for the three and nine months ended September 30, 2020 was $11.8 million and $36.2 million, respectively. Estimated future amortization expense as of September 30, 2021: (in millions) September 30, 2021 2021 (Remaining 3 months) $ 11.7 2022 44.7 2023 32.2 2024 13.3 2025 10.1 Thereafter 64.9 $ 176.9 Impairment of Indefinite-Lived Intangible Assets During the first quarter of 2020, as a result of the COVID-19 pandemic’s impact on Emerald’s live events business, management revised its forecast for the future performance of several trade show brands. Management determined these circumstances to be a triggering event, and as a result of an interim impairment assessment, the Company recognized an impairment charge of $46.2 million related to its indefinite-lived intangible assets during the nine months ended September 30, 2020. The impairment charge is recorded in intangible asset impairment charges on the condensed consolidated statements of loss and comprehensive loss. Indefinite-lived intangible asset impairment charges in the Commerce reportable segment and Design and Technology reportable segment were $24.1 million and $17.0 million, respectively, during the nine months ended September 30, 2020. During the three and nine months ended September 30, 2021, there have been no triggering events or changes in circumstances that would indicate the carrying value of the Company’s indefinite-lived intangible assets are impaired. As such, no quantitative assessment for impairment was required during the first , second or third quarter s of 2021. Impairment of Long-Lived Assets Other than Goodwill The impact of the COVID-19 pandemic on Emerald’s live events business during the first quarter of 2020 and the uncertainty around when live events would resume caused management to believe that the COVID-19 outbreak would continue have a material negative impact on the Company’s financial results once the outbreak was contained. These factors, including management’s revised forecast for the future performance of brands, indicated the carrying value of certain trade names and customer relationships may not be recoverable. As a result, the Company evaluated the recoverability of the related intangible assets to be held and used during the three months ended March 31, 2020. The recoverability test, based on an income approach, indicated that certain of the customer relationship intangible assets and definite-lived trade names were impaired which resulted in an impairment charge of $13.2 million during the nine months ended September 30, 2020. Long-lived asset impairments in the Commerce reportable segment and Design and Technology reportable segment were $6.7 million and $5.7 million, respectively, during the nine months ended September 30, 2020. During the three and nine months ended September 30, 2021, there have been no triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable. As such, no quantitative assessment for impairment was required during the first, second or third quarters of 2021. As a result of the ongoing uncertainty surrounding the impact of COVID-19 on Emerald’s operations, there can be no assurance that management will be able to conclude in future periods that it is more likely than not that the Company’s indefinite-lived intangible assets and long-lived assets other than goodwill are not impaired. Goodwill The table below summarizes the changes in the carrying amount of goodwill: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2020 $ 230.9 $ 133.7 $ 39.7 $ 404.3 Acquisition — — 3.4 3.4 Adjustments — — 0.2 0.2 Balance at September 30, 2021 $ 230.9 $ 133.7 $ 43.3 $ 407.9 Impairment of Goodwill The Company tests for impairment annually on October 31, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. During the first quarter of 2020, the impact of COVID-19 on the travel and events industry, Emerald’s cancellation of all live events through the end of the second quarter of 2020 as well as uncertainty around when the Company would be able to resume its normal operations, caused a significant and prolonged decline in the Company’s stock price, resulting in the market capitalization of the Company falling below its carrying value. As a result, management determined that a triggering event had occurred. Accordingly, the Company performed a quantitative assessment of the Company’s fair value of goodwill as of March 31, 2020 and concluded that the carrying value of several reporting units exceeded their respective fair values, resulting in a goodwill impairment of $588.2 million during the nine months ended September 30, 2020. Goodwill impairment charges in the Commerce reportable segment and Design and Technology reportable segment were $354.1 million and $203.9 million, respectively, during the nine months ended September 30, 2020. During the three and nine months ended September 30, 2021, management has determined there has been no triggering event. As such, no quantitative assessment for impairment was required during the first, second or third quarters of 2021. As a result of the ongoing uncertainty surrounding the impact of COVID-19 on Emerald’s operations, there can be no assurance that management will be able to conclude in future periods that it is more likely than not that the Company’s goodwill is not impaired. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7 . Long-term debt related to the Amended and Restated Term Loan Facility is comprised of the following indebtedness to various lenders: (in millions) September 30, 2021 December 31, 2020 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.25% as of September 30, 2021 and December 31, 2020 (equal to 2.58% and 2.65% at September 30, 2021 and December 31, 2020, respectively) due 2024, net(a) $ 517.7 $ 521.0 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 512.0 $ 515.3 (a) The Amended and Restated Term Loan Facility, a seven-year Revolving Credit Facility On February 14, 2020, Emerald Events Holding, Inc., the borrower under the Amended and Restated Senior Secured Credit Facilities, was renamed Emerald X, Inc (“Emerald X”). On June 25, 2021, Emerald X, Inc. entered into a Third Amendment to Amended and Restated Credit Agreement (the “Amendment”), by and among Emerald X, as Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of May 22, 2017. Pursuant to the Amendment, the existing Credit Agreement was modified as follows: • The maturity of the revolving commitments under the Credit Agreement was extended by 18 months to November 23, 2023; • The aggregate revolving commitments under the Credit Agreement was reduced from $150,000,000 to $110,000,000 • A condition to future revolving advances was added such that the Borrower is only permitted to borrow new revolving loans if the aggregate amount of unrestricted cash of the Borrower and its consolidated subsidiaries is no more than $40,000,000 (subject to certain exceptions and exclusions); and • From and after the effective date of the Amendment, certain dividends and distributions to stockholders will be limited to the greater of (i) $40,000,000 and (ii) 35% of the cumulative amount of Consolidated EBITDA (excluding proceeds of event cancellation insurance), with amounts incurred in reliance on clause (i) above not to exceed $20,000,000 in any one fiscal year. Emerald X had no borrowings outstanding under its Revolving Credit Facility as of September 30, 2021 and December 31, 2020, respectively. Emerald X had $1.0 million in stand-by letters of credit outstanding under the Revolving Credit Facility as of September 30, 2021 and December 31, 2020. Interest Expense Interest expense reported in the condensed consolidated statements of loss and comprehensive loss consists of the following: Three months ended September 30, Nine months ended September 30, (in millions) 2021 2020 2021 2020 Senior secured term loan $ 3.4 $ 3.6 $ 10.4 $ 14.0 Non-cash interest for amortization of debt discount and debt issuance costs 0.3 0.4 1.1 1.1 Revolving credit facility interest and commitment fees 0.2 0.2 0.5 1.4 Total interest expense $ 3.9 $ 4.2 $ 12.0 $ 16.5 Covenants The Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio, which is defined as the ratio of Consolidated Total Debt (as defined in the Amended and Restated Senior Secured Credit Facilities) secured on a first lien basis, net of unrestricted cash and cash equivalents to trailing four-quarter Consolidated EBITDA (as defined in the Amended and Restated Senior Secured Credit Facilities). This financial covenant is tested on the last day of each quarter only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder. As of September 30, 2021, the Company was not required to test this financial covenant and Emerald X was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Risk | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Risk | 8 . As of September 30, 2021, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 23.9 $ 23.9 $ — $ — Money market mutual funds (a) 279.7 279.7 — — Total assets at fair value $ 303.6 $ 303.6 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 14.7 — — 14.7 Total liabilities at fair value $ 15.1 $ — $ — $ 15.1 (a ) The fair values of the Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. ( b ) Included within other noncurrent liabilities in the condensed consolidated balance sheet. As of December 31, 2020, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and cash equivalents $ 4.2 $ 4.2 $ — $ — Money market mutual funds (a) 291.1 291.1 — — Total assets at fair value $ 295.3 $ 295.3 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 13.3 — — 13.3 Total liabilities at fair value $ 13.7 $ — $ — $ 13.7 (a) The fair values of the Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. ( b ) Included within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. The market-based share awards liability of $0.4 million as of September 30, 2021 and December 31, 2020, entitles the grantees of these awards the right to receive shares of common stock equal to a maximum cash value of $9.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. The liability is measured at fair value and is re-measured to an updated fair value at each reporting period. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved. The stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of loss and comprehensive loss. Refer to Footnote 10, Stock-Based Compensation As of September 30, 2021 and December 31, 2020, the Company had $14.7 million and $13.3 million, respectively, in contingent consideration liabilities measured at fair value related to the Company’s acquisitions of G3 Communications, EDspaces PlumRiver, and Sue Bryce Education and The Portrait Masters. The determination of the fair value of the contingent consideration liabilities could change in future periods. Any such changes in fair value will be reported in selling, general and administrative expense in the condensed consolidated statements of loss and comprehensive loss. Financial Risk The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amount of assets and liabilities. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | 9. Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Redeemable Convertible Preferred Stock On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of redeemable convertible preferred stock for a purchase price of $5.60 per share and (ii) effect a rights offering to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of redeemable convertible preferred stock at the Series A Price per share. Onex agreed to purchase (the “Onex Backstop”) any and all redeemable convertible preferred stock not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. On June 29, 2020 (the “First Closing Date”), Emerald received proceeds of $252.0 million, net of fees and expenses of $11.6 million, from the sale of redeemable convertible preferred stock to Onex in the Initial Private Placement. Emerald used $50.0 million of the net proceeds from the sale of redeemable convertible preferred stock to repay outstanding debt under the Revolving Credit Facility and expects to use the remaining proceeds for general corporate purposes, including organic and acquisition growth initiatives. The Rights Offering subscription period started and ended on July 7, 2020 and July 22, 2020, respectively. On July 24, 2020, the Company issued a further 1,727,427 shares of redeemable convertible preferred stock pursuant to the Rights Offering and received proceeds of approximately $9.7 million. Pursuant to the Onex Backstop, on August 13, 2020, an additional 22,660,587 shares of redeemable convertible preferred stock were sold to Onex in exchange for approximately $121.3 million, net of fees and estimated expenses of $5.8 million. The rights of the redeemable convertible preferred stock are summarized below. Liquidation Preference Upon liquidation or dissolution of the Company, the holders of redeemable convertible preferred stock are entitled to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of redeemable convertible preferred stock would have received if they had converted their redeemable convertible preferred stock into common stock immediately prior to such liquidation or dissolution. Dividends E ach share of will accumulate dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. Conversion Features Shares of the redeemable convertible preferred stock may be converted at the option of the holder into a number of shares of common stock equal to (a) the amount of the accreted liquidation preference, divided by (b) the applicable conversion price. Each share of redeemable convertible preferred stock had an initial liquidation preference of $5.60 and were initially convertible into approximately 1.59 shares of common stock, which is equivalent to the initial liquidation preference per share of $5.60 divided by the initial conversion price of $3.52 per share. The conversion price is subject to customary anti-dilution adjustments upon the occurrence of certain events, including downward adjustment in the event the Company issues securities, subject to exceptions, at a price that is lower than the fair market value of such securities. If, at any time following the third anniversary of the First Closing Date the closing price per share of the Company’s common stock exceeds 175% of the then-applicable conversion price for at least 20 consecutive trading days, the Company may, at its option, and subject to certain liquidity conditions, cause any or all of the then outstanding shares of redeemable convertible preferred stock to be converted automatically into common stock at the then applicable conversion price. Redemption Features The Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock six-year Voting Rights Certain matters will require the approval of holders of a majority of the redeemable convertible preferred stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the redeemable convertible preferred stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of redeemable convertible preferred stock or other equity securities in each case with rights to payments or distributions in which the redeemable convertible preferred stock would not participate on a pro-rata, as-converted basis. In addition, for so long as the redeemable convertible preferred stock represents more than 30% of the outstanding common stock on an as-converted basis, without the approval of a majority of the directors elected by the holders of the redeemable convertible preferred stock, the Company may not (i) incur new indebtedness to the extent certain financial metrics are not satisfied, (ii) redeem or repurchase any equity securities junior to the redeemable convertible preferred stock, (iii) enter into any agreement for the acquisition or disposition of assets or businesses involving a purchase price in excess of $100 million, (iv) hire or terminate the chief executive officer of the Company or (v) make a voluntary filing for bankruptcy or commence a dissolution of the Company. For so long as the redeemable convertible preferred stock represents a minimum percentage of the outstanding shares of common stock on an as-converted basis as set forth in the Certificate of Designations relating to the redeemable convertible preferred stock, the holders of the redeemable convertible preferred stock shall have the right to appoint up to five members of the Company’s Board of Directors (the “Board”). All decisions of the Company’s Board with respect to the exercise or waiver of the Company’s rights relating to the redeemable convertible preferred stock shall be determined by a majority of the Company’s directors that are not employees of the Company or affiliated with Onex (“Unaffiliated Directors”), or a committee of Unaffiliated Directors. As part of the transactions contemplated by the Investment Agreement, the Company and Onex entered into a Registration Rights Agreement whereby Onex is entitled to certain demand and piggyback registration rights in respect of the redeemable convertible preferred stock and the shares of common stock issuable upon conversion thereof. Dividends There were no dividends paid or declared during the first, second or third quarters of 2021. On March 20, 2020, due to the negative impact of COVID-19 on the Company’s business, the Company’s Board of Directors (the “Board”) suspended the Company’s regular quarterly cash dividend on its common stock for periods beginning with the second quarter of 2020. Dividend activity for the first quarter of 2020 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2020 Dividend declared on February 7, 2020 Stockholders of record on February 21, 2020 Dividend paid on March 06, 2020 Dividend per share $ 0.0750 Cash dividend paid $ 5.4 Share Repurchases October 2020 Share Repurchase Program (“October 2020 In October 2020, the Company’s Board authorized and approved a $20.0 million share repurchase program. Under the terms of the October 2020 Share Repurchase Program, the Company may, from time to time, purchase shares of its common stock for an aggregate purchase price not to exceed $20.0 million through December 31, 2021, subject to early termination or extension by the Board. The share repurchase program may be suspended or discontinued at any time without notice. The Company repurchased 1,193,861 shares and 2,122,964 shares for $5.5 million and $10.7 million during the three and nine months ended September 30, 2021, respectively. There was $8.6 million remaining available for share repurchases under the October 2020 Share Repurchase Program as of September 30, 2021. July 2019 Share Repurchase Program (“July 2019 Share Repurchase Program”) In July 2019, the Company’s Board authorized and approved a $30.0 million share repurchase program. The July 2019 Share Repurchase program was terminated on July 31, 2020. The Company repurchased no shares and 14,988 shares for zero and $0.1 million during the three and nine months ended September 30, 2020. There were no remaining amounts available for share repurchases as of September 30, 2021 in connection with the July 2019 Share Repurchase Program. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance or market conditions, as applicable, have been satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of loss and comprehensive loss. The related deferred tax benefit for stock-based compensation recognized was $0.5 million and $1.7 million for the three and nine months ended September 30, 2021, respectively. The related deferred tax benefit for stock-based compensation recognized was $0.4 million and $1.1 million for the three and nine months ended September 30, 2020, respectively. 2019 Employee Stock Purchase Plan (the “ESPP”) In January 2019, the Company’s Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be customarily employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP. Stock Options The Company recognized stock-based compensation expense relating to stock option activity of $1.6 million and $4.9 million for the three and nine months ended September 30, 2021, respectively. The Company recognized stock-based compensation expense relating to stock option activity of $0.2 million and $1.5 million for the three and nine months ended September 30, 2020, respectively. Stock option activity for the nine months ended September 30, 2021, was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (thousands) (years) (millions) Outstanding at December 31, 2020 3,978 $ 13.68 3.6 $ — Granted 11,800 6.37 Exercised — — Forfeited (1,508 ) 8.95 Outstanding at September 30, 2021 14,270 $ 8.13 8.3 $ — Exercisable at September 30, 2021 2,606 $ 14.15 4.3 $ — The aggregate intrinsic value is the amount by which the fair value of the Company’s common stock exceeded the exercise price of the options as of the close of trading hours on the New York Stock Exchange on September 30, 2021 for those options for which the market price was in excess of the exercise price. There was a total of $12.5 million unrecognized stock-based compensation expense at September 30, 2021 related to unvested stock options expected to be recognized over a weighted-average period of 3.5 years. Restricted Stock Units (“RSUs”) The Company periodically grants RSUs that contain service and, in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, 2021 was $0.9 million and $3.3 million, respectively. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, 2020 was $1.3 million and $3.5 million, respectively. There was a total of $5.7 million of unrecognized stock-based compensation expense at September 30, 2021 related to unvested RSUs expected to be recognized over a weighted-average period of 2.8 years. RSU activity for the nine months ended September 30, 2021 was as follows: (share data in thousands, except per share data) Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2020 1,303 $ 10.31 Granted 630 5.14 Forfeited (161 ) 8.10 Vested (405 ) 10.37 Unvested balance, September 30, 2021 1,367 $ 8.16 Market-based Share Awards In January 2020, the Company granted performance-based market condition share awards to one senior executive under the 2017 Omnibus Equity Plan, which entitle this employee the right to receive shares of common stock equal to a maximum value of $4.9 million in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. In June 2019, the Company granted performance-based market condition share awards to one senior executive under the 2017 Omnibus Equity Plan, which entitle this employee the right to receive shares of common stock equal to a maximum value of $4.9 million in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. As of September 30, 2021, all outstanding performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of $21.08 per share, which would result in an estimated 78,041 shares of common stock to be issued upon vesting. Each of the estimated 78,041 shares of common stock have a weighted-average grant date fair value of $24.77 per share. As of September 30, 2021 and December 31, 2020, the liability for these awards was $0.4 million and $0.4 million, respectively, and is reported on the condensed consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The grant date fair value of the remaining outstanding awards granted in 2019 was $0.8 million. The grant date fair value of the 2020 awards was $1.1 million. The Company recognized a reduction of stock-based compensation expense relating to performance-based market condition share awards of $0.1 million and The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at September 30, 2021 were as follows: September 30, 2021 Expected volatility 55.00 % Dividend yield 0.00 % Risk-free interest rate 1.39 % Weighted-average expected term (in years) 3.8 The weighted-average expected term of the Company’s performance-based market condition share awards is the weighted-average of the derived service periods for the share awards. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For both the three and nine months ended September 30 , 202 1 and 20 20 , unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met. There were 71,442,407 7% Series A Redeemable Convertible Participating Preferred Stock shares outstanding which were convertible into shares of common stock at September 30 , 2021 . These preferred stock shares were anti-dilutive for the three and nine mont hs ended September 30 , 2021 and are therefore excluded from the diluted loss per common share calculation. The details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended September 30, Nine Months Ended September 30, (dollars in millions, share data in thousands except earnings per share) 2021 2020 2021 2020 (As Restated) Net loss and comprehensive loss attributable to Emerald Holding, Inc. $ (9.0 ) $ (15.3 ) $ (70.8 ) $ (599.7 ) Accretion to redemption value of redeemable convertible preferred stock (9.0 ) (7.0 ) (26.3 ) (7.1 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (18.0 ) $ (22.3 ) $ (97.1 ) $ (606.8 ) Weighted average common shares outstanding 71,033 71,484 71,719 71,437 Basic loss per share $ (0.25 ) $ (0.31 ) $ (1.35 ) $ (8.49 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (18.0 ) $ (22.3 ) $ (97.1 ) $ (606.8 ) Diluted weighted average common shares outstanding 71,033 71,484 71,719 71,437 Diluted loss per share $ (0.25 ) $ (0.31 ) $ (1.35 ) $ (8.49 ) Anti-dilutive employee share awards excluded from diluted earnings per share calculation 1,259 5,651 14,911 5,650 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . The Company determines its interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to the loss before income taxes for the period. In determining the full year effective tax rate estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax loss. Significant judgment is exercised in determining the income tax provision due to transactions, credits and estimates where the ultimate tax determination is uncertain. The Company’s U.S. federal statutory corporate income tax rate was 21% as of September 30, 2021. For the three and nine months ended September 30, 2021, the Company recorded benefit from income taxes of $2.0 million and provision for income taxes of $0.6 Liabilities for unrecognized tax benefits and associated interest and penalties were $1.3 million and $1.1 million as of September 30, 2021 and December 31, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 3 . Leases and Other Contractual Arrangements The Company has entered into operating leases and other contractual obligations to secure real estate facilities, equipment and trade show venues. These agreements are not unilaterally cancelable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices . Legal Proceedings and Contingencies The Company is subject to litigation and other claims in the ordinary course of business. In the opinion of management, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows. In the opinion of management, there are no claims, commitments or guarantees pending to which the Company is party that would have a material adverse effect on the condensed consolidated financial statements. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | 1 4 . Accounts payable and other current liabilities consisted of the following: (in millions) September 30, 2021 December 31, 2020 Accrued event costs $ 17.0 $ 7.3 Accrued personnel costs 15.7 12.7 Trade payables 12.4 3.8 Contingent consideration 7.1 3.7 Other current liabilities 1.9 3.6 Total accounts payable and other current liabilities $ 54.1 $ 31.1 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 1 5 . Segment Information The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker (the “CODM”) evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM. The CODM evaluates performance based on the results of six executive brand portfolios, which represent the Company’s six operating segments. The brands managed by the Company’s segment managers do not necessarily align with specific industry sectors. Due to economic similarities and the nature of services, fulfillment processes of those services and types of customers, four operating segments are aggregated into two reportable segments, the Commerce and the Design and Technology reportable segments. In addition, two operating segments did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification Topic 280, Segment Reporting. Therefore, results for these operating segments are included in the rows labeled "All Other" in the tables below for all periods presented. Each of the brand portfolios generate revenues through the production of trade show events, including booth space sales, registration fees and sponsorship fees. In addition, the segments generate revenues from marketing activities, including digital and print media. Operating segment performance is evaluated by the Company’s CODM based on revenues and Adjusted EBITDA, a non-GAAP measure, defined as EBITDA exclusive of general corporate expenses, stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance. The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 (As Restated) Revenues Commerce $ 40.9 $ 1.7 $ 50.5 $ 52.7 Design and Technology 22.8 5.0 30.5 45.7 All Other 12.8 1.8 23.4 16.8 Total revenues $ 76.5 $ 8.5 $ 104.4 $ 115.2 Other Income Commerce $ 1.0 $ 10.7 $ 8.3 $ 45.3 Design and Technology - 3.1 5.4 16.0 All Other 0.1 2.3 3.8 3.0 Total other income $ 1.1 $ 16.1 $ 17.5 $ 64.3 Adjusted EBITDA Commerce $ 19.1 $ 6.0 $ 21.9 $ 55.2 Design and Technology 3.1 1.4 4.0 24.0 All Other (1.3 ) 0.2 1.2 3.1 Subtotal Adjusted EBITDA $ 20.9 $ 7.6 $ 27.1 $ 82.3 General corporate and other expenses $ (11.5 ) $ (10.8 ) $ (34.0 ) $ (28.7 ) Interest expense (3.9 ) (4.2 ) (12.0 ) (16.5 ) Goodwill impairment charge — — — (588.2 ) Intangible asset impairment charges — — — (59.4 ) Depreciation and amortization (12.2 ) (12.2 ) (36.1 ) (37.2 ) Stock-based compensation (2.4 ) (1.5 ) (8.2 ) (4.2 ) Deferred revenue adjustment (0.3 ) — (1.4 ) — Other items (1.6 ) (0.6 ) (5.6 ) (5.8 ) Loss before income taxes $ (11.0 ) $ (21.7 ) $ (70.2 ) $ (657.7 ) The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each operating segment as this information is not used for the evaluation of executive brand portfolio performance as the Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable segment. For the three and nine months ended September 30, 2021 and 2020, substantially all revenues were derived from transactions in the United States. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 6 . Investment funds affiliated with Onex Corporation owned |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. October 2020 Share Repurchase Program Extension and Expansion On October 29, 2021, the Company’s Board approved an extension and expansion of its share repurchase program which allows for the repurchase of $20.0 million of the Company’s common stock through December 31, 2022, subject to early termination or extension by the Board. The share repurchase program may be suspended or discontinued at any time without notice. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits/losses, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included. These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2020. The December 31, 2020 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. Restatement of Condensed Consolidated Financial Statements As previously disclosed in the Company’s 2020 Form 10-K/A and its Q1 2021 and Q2 2021 Form 10-Q/As, as filed on November 5, 2021, prior to the filing of this Form 10-Q the Company identified a material error in its accounting for its 7% Series A Redeemable Convertible Participating Preferred Stock (“redeemable convertible preferred stock”), which was initially issued in June 2020, as further described below. As a result, the Company has restated the impacted accompanying condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020 to correct for such error. As a result of the Company’s reassessment of its accounting for its redeemable convertible preferred stock, it was determined that, pursuant to the terms of the Certificate of Designations relating to the redeemable convertible preferred stock, owners of the redeemable convertible preferred stock have the right to sell, and if such right is exercised, the Company has the obligation to redeem, the redeemable convertible preferred stock in certain circumstances that are not solely in the control of the Company. Because the events that may trigger redemption of the redeemable convertible preferred stock are not solely within the Company’s control, the Company has concluded that the amount allocated to the redeemable convertible preferred stock should be presented as temporary equity in the Company’s balance sheet rather than as permanent equity. As a result of incorrectly accounting for the redeemable convertible preferred stock as permanent equity, the Company did not accrete the carrying amount of the redeemable convertible preferred stock to the redemption value when the redeemable convertible preferred stock was probable of becoming redeemable, resulting in an understatement of the accretion of the carrying value of the redeemable convertible preferred stock by $7.0 million and $7.1 million for the three and nine months ended September 30, 2020, respectively, and a corresponding overstatement of the additional paid-in capital. In addition, the Company was accounting for the redeemable convertible preferred stock as stockholders’ equity and calculated the income attributable to the redeemable convertible preferred stock based solely on adjustments for cumulative undeclared dividends and other participation rights in accordance with the accounting principles generally accepted in the United States (“GAAP”) for preferred stock classified as stockholders’ equity. In connection with the Q3 2020 restatement to correct the accounting for the redeemable convertible preferred stock as further described above, the Company is also correcting for a previously identified Q1 2020 error which impacted the Q3 2020 year to date condensed consolidated financial statements. Specifically, in the fourth quarter of 2020, management identified an error in the determination of its goodwill impairment recognized in the first quarter of 2020, resulting from the incorrect allocation of deferred tax assets to certain of the Company’s reporting units. Management concluded that this error, which resulted in a $ 24.2 million understatement of its impairment charge initially recorded in Q1 2020, did not result in the previously issued condensed consolidated quarterly financial statements being materially misstated and therefore had corrected such error as an out of period adjustment in Q4 2020, as previously disclosed in the Company’s originally filed 2020 Form 10-K . The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported condensed consolidated financial statements for the quarterly periods. (dollars in millions, share data in thousands except earnings per share and share par value) Nine months ended September 30, 2020 Condensed Consolidated Statements of Loss and Comprehensive Loss As Originally Reported Adjustments As Restated (dollars in millions, share data in thousands except earnings per share) (unaudited) Goodwill impairment charge 564.0 24.2 588.2 Operating loss (617.0 ) (24.2 ) (641.2 ) Loss before income taxes (633.5 ) (24.2 ) (657.7 ) Net loss and comprehensive loss (575.5 ) (24.2 ) (599.7 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (582.6 ) $ (24.2 ) $ (606.8 ) Basic loss per share $ (8.16 ) $ (0.33 ) $ (8.49 ) Diluted loss per share $ (8.16 ) $ (0.33 ) $ (8.49 ) Basic weighted average common shares outstanding 71,437 71,437 71,437 Diluted weighted average common shares outstanding 71,437 71,437 71,437 Three Months Ended September 30, 2020 Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) As Originally Reported Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 0.5 71,453 $ 0.7 $ 950.5 $ (621.9 ) $ 329.8 Stock-based compensation — — 27 — 1.5 — 1.5 Issuance of common stock under equity plans — — 20 — — — — Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 0.2 — — 130.9 — 131.1 Net loss and comprehensive loss — — — — — (15.3 ) (15.3 ) Balances at September 30, 2020 71,446 $ 0.7 71,500 $ 0.7 $ 1,082.9 $ (637.2 ) $ 447.1 Adjustments Redeemable Convertible Preferred Stock Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 252.1 (47,058 ) $ (0.5 ) — $ — $ (251.6 ) $ (24.2 ) $ (276.3 ) Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 130.7 (24,388 ) (0.2 ) — — (130.5 ) — (130.7 ) Accretion to redemption value of redeemable convertible preferred stock — 7.0 — — — — (7.0 ) — (7.0 ) Net loss and comprehensive loss — — — — — — — — — Balances at September 30, 2020 71,446 $ 389.8 (71,446 ) $ (0.7 ) — $ — $ (389.1 ) $ (24.2 ) $ (414.0 ) Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (As Restated) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 252.1 71,453 $ 0.7 $ 698.9 $ (646.1 ) $ 53.5 Stock-based compensation — — 27 — 1.5 — 1.5 Issuance of common stock under equity plans — — 20 — 0.4 — 0.4 Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 130.7 — — — — — Accretion to redemption value of redeemable convertible preferred stock — 7.0 — — (7.0 ) — (7.0 ) Net loss and comprehensive loss — — — — — (15.3 ) (15.3 ) Balances at September 30, 2020 (As Restated) 71,446 $ 389.8 71,500 $ 0.7 $ 693.8 $ (661.4 ) $ 33.1 Nine Months Ended September 30, 2020 Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) As Originally Reported Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — 71,352 $ 0.7 $ 701.1 $ (61.6 ) $ 640.2 Stock-based compensation — — 116 — 4.7 — 4.7 Dividends on common stock — — — — (5.4 ) — (5.4 ) Issuance of common stock under equity plans — — 47 — 0.1 — 0.1 Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 0.7 — — 382.4 — 383.1 Repurchase of common stock — — (15 ) — — (0.1 ) (0.1 ) Net loss and comprehensive loss — — — — — (575.5 ) (575.5 ) Balances at September 30, 2020 71,446 $ 0.7 71,500 $ 0.7 $ 1,082.9 $ (637.2 ) $ 447.1 Adjustments Redeemable Convertible Preferred Stock Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — — $ — — $ — $ — $ — $ — Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 382.7 (71,446 ) (0.7 ) — — (382.0 ) — (382.7 ) Accretion to redemption value of redeemable convertible preferred stock — 7.1 — — — — (7.1 ) — (7.1 ) Net loss and comprehensive loss — — — — — — — (24.2 ) (24.2 ) Balances at September 30, 2020 71,446 $ 389.8 (71,446 ) $ (0.7 ) — $ — $ (389.1 ) $ (24.2 ) $ (414.0 ) Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (As Restated) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — 71,352 $ 0.7 $ 701.1 $ (61.6 ) $ 640.2 Stock-based compensation — — 116 — 5.1 — 5.1 Dividends on common stock — — — — (5.4 ) — (5.4 ) Issuance of common stock under equity plans — — 47 — 0.1 — 0.1 Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 382.7 — — — — — Accretion to redemption value of redeemable convertible preferred stock — 7.1 — — (7.1 ) — (7.1 ) Repurchase of common stock — — (15 ) — — (0.1 ) (0.1 ) Net loss and comprehensive loss — — — — — (599.7 ) (599.7 ) Balances at September 30, 2020 (As Restated) 71,446 $ 389.8 71,500 $ 0.7 $ 693.8 $ (661.4 ) $ 33.1 Nine Months Ended September 30, 2020 Condensed Consolidated Statement of Cash Flows As Originally Reported Adjustments As Restated Operating activities Net loss $ (575.5 ) $ (24.2 ) $ (599.7 ) Goodwill impairment 564.0 24.2 588.2 Net cash provided by (used in) operating activities (42.7 ) — (42.7 ) The accompanying applicable Notes have been updated to reflect the restatement as of and for the three and nine months ended September 30, 2020. |
Liquidity Position and Management’s Plans | Liquidity Position and Management’s Plans In March 2020, the World Health Organization categorized the Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In conjunction with this declaration and the spread of COVID-19 across the United States, recommendations and mandates were handed down by various local, state and federal government agencies regarding social distancing, containment areas and against large gatherings, as well as quarantine requirements. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, have had, and will continue to have, a material negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled or postponed all upcoming events for a period of over a year due to a pandemic where the timing for resolution and ultimate impact of the pandemic remains uncertain. Management cannot estimate with certainty (i) when the Company will be able to resume full event operations and, once resumed, (ii) whether event exhibitors and attendees will attend the Company’s events. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. As a consequence, management cannot estimate the ultimate impact on the Company’s business, financial condition or near or longer term financial or operational results, but a net loss on a GAAP basis for the year ended December 31, 2021 is expected. During the year ended December 31, 2020 and continuing into the nine months ended September 30, 2021, the Company implemented several actions to preserve cash and strengthen its liquidity position, including, but not limited to: • Completing the sale of its 7% Series A Convertible Participating Preferred Stock, generating net proceeds of $382.7 million; • Reducing its expense structure across all key areas of discretionary spending; • Significantly reducing the use of outside contractors; and • Suspending the previous quarterly cash dividend. Further, Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events. Specifically, Emerald is insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. The aggregate limit under these event cancellation insurance policies is approximately $191.1 million in 2020 and $191.4 million in 2021 if losses arise for reasons within the scope of this policy. Emerald’s renewed event cancellation insurance policies for the year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COV ID-19. The aggregate limit for our renewed 2022 primary event cancellation insurance policy is $ 100 million. We also obtained a separate event cancellation insurance policy for the Surf Expo Winter 2022 and Surf Expo Summer 2022 shows, with a coverage l imit of $ 8.4 million and $ 6.5 million, for each respective event. The Company is in the process of pursuing claims under our 2020 and 2021 event cancellation insurance policies to offset the financial impact of cancelled and postponed events as a result of COVID-19. To date, the Company has submitted claims related to impacted or cancelled events previously scheduled to take place in 2020 and 2021 of $166.8 million and $76.2 million, respectively. Other income recognized to date, related to insurance proceeds received or confirmed on the claims related to events previously scheduled to take place in 2020 and 2021, totaled $124.5 million and zero, respectively. During the three and nine months ended September 30, 2021, the Company recorded Other income of $1.1 million and $17.5 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. During the three and nine months ended September 30, 2020, the Company recorded Other income of $16.1 million and $64.3 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. Outstanding claims are subject to review and adjustment and there is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policy. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides for the ability of employers to delay payment of employer payroll taxes during 2020 after the date of enactment. The Company deferred the payment of more than $1.9 million of employer payroll taxes otherwise due in 2020, with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. As of September 30, 2021, the Company had $521.0 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. In addition, as of September 30, 2021, the Company had cash and cash equivalents of $303.6 million. As of September 30, 2021, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities. Based on these actions, assumptions regarding the impact of COVID-19, and expected insurance recoveries, management believes that the Company’s current financial resources will be sufficient to fund its liquidity requirements for the next twelve months. |
Use of Estimates and Judgments | Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. The COVID-19 pandemic and related effects are dynamic |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and adding further guidance to simplify the accounting for income taxes. The standard removes certain exceptions related to intra-period tax allocations, the methodology for calculating income taxes in interim periods and the recognition of deferred taxes for investments. The standard also clarifies and amends existing guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The Company adopted ASU 2019-12 on January 1, 2021, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenue Recognition and Deferred Revenue | Impact of COVID-19 The COVID-19 pandemic has had, and will continue to have, a severe and unprecedented impact on the world. Measures to prevent its spread, including government-imposed restrictions on large gatherings, indefinite closures of event venues, “shelter in place” health orders and travel restrictions have had a significant effect on the production of the Company’s trade shows and other events. Due to the measures governments and private organizations implemented in order to stem the spread of COVID-19, the Company cancelled all but one of the trade shows and other events which had been scheduled to stage in the second half of March 2020 through December 2020, and also cancelled or postponed numerous trade shows and other events in the first half of 2021. Due to the reopening of most major municipalities in the United States in June 2021, the Company was able to hold 32 in-person events during the third quarter of 2021. However, on-going international travel restrictions and date postponements continued to have a negative impact on the financial results of the Company. Restrictions on international travelers within the United States are expected to be lifted in the fourth quarter of 2021; however, on-going international travel restrictions and date postponements continued to have a negative impact on the financial results of the Company. Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event and over the subscription period for access to the Company’s subscription software and services A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. Trade show revenues represented approximately 74% and 59% of total revenues for the three and nine months ended September 30, 2021, respectively. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services and are reported as deferred revenues on the condensed consolidated balance sheets of the respective period . During the three and nine months ended September 30, 2020, the Company recognized revenues of $ 2.3 million and $ million, respectively, from amounts included in deferred revenue at the beginning of the respective period. The Company cancelled all but one of the trade shows and other events which had been scheduled to stage in the second half of March 2020 through December 2020, and also cancelled or postponed all trade shows and other events in the first half of 2021, except for several relatively small live events that staged in the second quarter of 2021. As previously discussed, the Company was able to return to a more typical schedule of live events during the third quarter of 2021. The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of September 30, 2021, cancelled event liabilities of $21.6 million represents $17.5 million of deferred revenues for cancelled trade shows and $4.1 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. As of December 31, 2020, cancelled event liabilities of $25.9 million represents $13.6 million of deferred revenues for cancelled trade shows and $12.3 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. Performance Obligations For For the Company’s subscription software and services, the Company enters into contracts with customers that often include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and professional services are deferred and recognized over the expected customer life, which is four years. Subscription revenue is generally recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are typically three-year one-year For the Company’s other marketing services, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations. The Company applies a practical expedient which allows the exclusion of disclosure Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events, subscription software and services The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Three Months Ended September 30, 2021 (in millions) Trade shows $ 39.4 $ 16.3 $ 0.7 $ 56.4 Other events 0.2 2.6 6.1 8.9 Subscription software and services — — 2.9 2.9 Other marketing services 1.3 3.9 3.1 8.3 Total revenues $ 40.9 $ 22.8 $ 12.8 $ 76.5 Three Months Ended September 30, 2020 Trade shows $ — $ — $ — $ — Other events 0.5 1.5 0.1 2.1 Subscription software and services — — — — Other marketing services 1.2 3.5 1.7 6.4 Total revenues $ 1.7 $ 5.0 $ 1.8 $ 8.5 Nine Months Ended September 30, 2021 Trade shows $ 45.0 $ 16.3 $ 0.7 $ 62.0 Other events 1.6 3.7 7.5 12.8 Subscription software and services — — 7.9 7.9 Other marketing services 3.9 10.5 7.3 21.7 Total revenues $ 50.5 $ 30.5 $ 23.4 $ 104.4 Nine Months Ended September 30, 2020 Trade shows $ 47.9 $ 28.5 $ 2.3 $ 78.7 Other events 0.5 5.9 9.9 16.3 Subscription software and services — — — — Other marketing services 4.3 11.3 4.6 20.2 Total revenues $ 52.7 $ 45.7 $ 16.8 $ 115.2 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services The Company’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications are generally short term, as sales typically begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited by each commission to be less than one year , and as a result, the Company expenses sales commissions associated with trade shows, other events and other marketing services as incurred. Sales commissions are reported on the condensed consolidated statements of loss and comprehensive loss as selling, general and administrative expense. Accounts Receivable The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including the current-period provision for expected credit losses for the three and nine months ended September 30, 2021, were not material. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Revision of Condensed Consolidated Financial Statements | The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported condensed consolidated financial statements for the quarterly periods. (dollars in millions, share data in thousands except earnings per share and share par value) Nine months ended September 30, 2020 Condensed Consolidated Statements of Loss and Comprehensive Loss As Originally Reported Adjustments As Restated (dollars in millions, share data in thousands except earnings per share) (unaudited) Goodwill impairment charge 564.0 24.2 588.2 Operating loss (617.0 ) (24.2 ) (641.2 ) Loss before income taxes (633.5 ) (24.2 ) (657.7 ) Net loss and comprehensive loss (575.5 ) (24.2 ) (599.7 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (582.6 ) $ (24.2 ) $ (606.8 ) Basic loss per share $ (8.16 ) $ (0.33 ) $ (8.49 ) Diluted loss per share $ (8.16 ) $ (0.33 ) $ (8.49 ) Basic weighted average common shares outstanding 71,437 71,437 71,437 Diluted weighted average common shares outstanding 71,437 71,437 71,437 Three Months Ended September 30, 2020 Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) As Originally Reported Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 0.5 71,453 $ 0.7 $ 950.5 $ (621.9 ) $ 329.8 Stock-based compensation — — 27 — 1.5 — 1.5 Issuance of common stock under equity plans — — 20 — — — — Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 0.2 — — 130.9 — 131.1 Net loss and comprehensive loss — — — — — (15.3 ) (15.3 ) Balances at September 30, 2020 71,446 $ 0.7 71,500 $ 0.7 $ 1,082.9 $ (637.2 ) $ 447.1 Adjustments Redeemable Convertible Preferred Stock Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 252.1 (47,058 ) $ (0.5 ) — $ — $ (251.6 ) $ (24.2 ) $ (276.3 ) Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 130.7 (24,388 ) (0.2 ) — — (130.5 ) — (130.7 ) Accretion to redemption value of redeemable convertible preferred stock — 7.0 — — — — (7.0 ) — (7.0 ) Net loss and comprehensive loss — — — — — — — — — Balances at September 30, 2020 71,446 $ 389.8 (71,446 ) $ (0.7 ) — $ — $ (389.1 ) $ (24.2 ) $ (414.0 ) Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (As Restated) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at June 30, 2020 47,058 $ 252.1 71,453 $ 0.7 $ 698.9 $ (646.1 ) $ 53.5 Stock-based compensation — — 27 — 1.5 — 1.5 Issuance of common stock under equity plans — — 20 — 0.4 — 0.4 Issuance of redeemable convertible preferred stock, net of issuance costs 24,388 130.7 — — — — — Accretion to redemption value of redeemable convertible preferred stock — 7.0 — — (7.0 ) — (7.0 ) Net loss and comprehensive loss — — — — — (15.3 ) (15.3 ) Balances at September 30, 2020 (As Restated) 71,446 $ 389.8 71,500 $ 0.7 $ 693.8 $ (661.4 ) $ 33.1 Nine Months Ended September 30, 2020 Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) As Originally Reported Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — 71,352 $ 0.7 $ 701.1 $ (61.6 ) $ 640.2 Stock-based compensation — — 116 — 4.7 — 4.7 Dividends on common stock — — — — (5.4 ) — (5.4 ) Issuance of common stock under equity plans — — 47 — 0.1 — 0.1 Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 0.7 — — 382.4 — 383.1 Repurchase of common stock — — (15 ) — — (0.1 ) (0.1 ) Net loss and comprehensive loss — — — — — (575.5 ) (575.5 ) Balances at September 30, 2020 71,446 $ 0.7 71,500 $ 0.7 $ 1,082.9 $ (637.2 ) $ 447.1 Adjustments Redeemable Convertible Preferred Stock Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — — $ — — $ — $ — $ — $ — Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 382.7 (71,446 ) (0.7 ) — — (382.0 ) — (382.7 ) Accretion to redemption value of redeemable convertible preferred stock — 7.1 — — — — (7.1 ) — (7.1 ) Net loss and comprehensive loss — — — — — — — (24.2 ) (24.2 ) Balances at September 30, 2020 71,446 $ 389.8 (71,446 ) $ (0.7 ) — $ — $ (389.1 ) $ (24.2 ) $ (414.0 ) Total Emerald Holding, Inc. Stockholders' Equity (Deficit) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (As Restated) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity (shares in thousands; dollars in millions) Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2019 — $ — 71,352 $ 0.7 $ 701.1 $ (61.6 ) $ 640.2 Stock-based compensation — — 116 — 5.1 — 5.1 Dividends on common stock — — — — (5.4 ) — (5.4 ) Issuance of common stock under equity plans — — 47 — 0.1 — 0.1 Issuance of redeemable convertible preferred stock, net of issuance costs 71,446 382.7 — — — — — Accretion to redemption value of redeemable convertible preferred stock — 7.1 — — (7.1 ) — (7.1 ) Repurchase of common stock — — (15 ) — — (0.1 ) (0.1 ) Net loss and comprehensive loss — — — — — (599.7 ) (599.7 ) Balances at September 30, 2020 (As Restated) 71,446 $ 389.8 71,500 $ 0.7 $ 693.8 $ (661.4 ) $ 33.1 Nine Months Ended September 30, 2020 Condensed Consolidated Statement of Cash Flows As Originally Reported Adjustments As Restated Operating activities Net loss $ (575.5 ) $ (24.2 ) $ (599.7 ) Goodwill impairment 564.0 24.2 588.2 Net cash provided by (used in) operating activities (42.7 ) — (42.7 ) The accompanying applicable Notes have been updated to reflect the restatement as of and for the three and nine months ended September 30, 2020. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Reportable Segment Commerce Design and Technology All Other Total Three Months Ended September 30, 2021 (in millions) Trade shows $ 39.4 $ 16.3 $ 0.7 $ 56.4 Other events 0.2 2.6 6.1 8.9 Subscription software and services — — 2.9 2.9 Other marketing services 1.3 3.9 3.1 8.3 Total revenues $ 40.9 $ 22.8 $ 12.8 $ 76.5 Three Months Ended September 30, 2020 Trade shows $ — $ — $ — $ — Other events 0.5 1.5 0.1 2.1 Subscription software and services — — — — Other marketing services 1.2 3.5 1.7 6.4 Total revenues $ 1.7 $ 5.0 $ 1.8 $ 8.5 Nine Months Ended September 30, 2021 Trade shows $ 45.0 $ 16.3 $ 0.7 $ 62.0 Other events 1.6 3.7 7.5 12.8 Subscription software and services — — 7.9 7.9 Other marketing services 3.9 10.5 7.3 21.7 Total revenues $ 50.5 $ 30.5 $ 23.4 $ 104.4 Nine Months Ended September 30, 2020 Trade shows $ 47.9 $ 28.5 $ 2.3 $ 78.7 Other events 0.5 5.9 9.9 16.3 Subscription software and services — — — — Other marketing services 4.3 11.3 4.6 20.2 Total revenues $ 52.7 $ 45.7 $ 16.8 $ 115.2 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Sue Bryce Education and The Portrait Masters [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) April 1, 2021 Goodwill 3.3 Intangible assets 4.9 Deferred revenues (0.5 ) Purchase price $ 7.7 |
PlumRiver Technologies [Member] | |
Summary of the Fair Value of the Acquired Assets and Liabilities | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) December 31, 2020 Trade and other receivables $ 1.9 Goodwill 25.3 Intangible assets 20.0 Accounts payable and other current liabilities (0.3 ) Deferred revenues (0.5 ) Purchase price, including working capital adjustment $ 46.4 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: (in millions) September 30, 2021 December 31, 2020 Furniture, equipment and other $ 7.1 $ 6.4 Leasehold improvements 3.5 3.2 10.6 9.6 Less: Accumulated depreciation (6.8 ) (5.7 ) Property and equipment, net $ 3.8 $ 3.9 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: (in millions) Indefinite- lived trade names Customer relationship intangibles Definite- lived trade names Acquired Technology Acquired Content Computer software Capitalized software in progress Total Intangible Assets Gross carrying amount at September 30, 2021 $ 65.9 $ 372.3 $ 91.3 $ 6.4 $ 1.5 $ 12.4 $ 5.3 $ 555.1 Accumulated amortization — (283.3 ) (12.6 ) (0.7 ) (0.1 ) (10.4 ) — (307.1 ) Net carrying amount at September 30, 2021 $ 65.9 $ 89.0 $ 78.7 $ 5.7 $ 1.4 $ 2.0 $ 5.3 $ 248.0 Gross carrying amount at December 31, 2020 $ 65.9 $ 369.0 $ 91.1 $ 6.2 $ — $ 12.3 $ 2.5 $ 547.0 Accumulated amortization — $ (253.4 ) $ (9.1 ) — — $ (9.5 ) — (272.0 ) Net carrying amount at December 31, 2020 $ 65.9 $ 115.6 $ 82.0 $ 6.2 $ — $ 2.8 $ 2.5 $ 275.0 |
Summary of Estimated Future Amortization Expense | Estimated future amortization expense as of September 30, 2021: (in millions) September 30, 2021 2021 (Remaining 3 months) $ 11.7 2022 44.7 2023 32.2 2024 13.3 2025 10.1 Thereafter 64.9 $ 176.9 |
Schedule of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill: Reportable Segment (in millions) Commerce Design and Technology All Other Total Balance at December 31, 2020 $ 230.9 $ 133.7 $ 39.7 $ 404.3 Acquisition — — 3.4 3.4 Adjustments — — 0.2 0.2 Balance at September 30, 2021 $ 230.9 $ 133.7 $ 43.3 $ 407.9 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility | Long-term debt related to the Amended and Restated Term Loan Facility is comprised of the following indebtedness to various lenders: (in millions) September 30, 2021 December 31, 2020 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.25% as of September 30, 2021 and December 31, 2020 (equal to 2.58% and 2.65% at September 30, 2021 and December 31, 2020, respectively) due 2024, net(a) $ 517.7 $ 521.0 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 512.0 $ 515.3 (a) The Amended and Restated Term Loan Facility, a seven-year |
Summary of Interest Expense | Interest expense reported in the condensed consolidated statements of loss and comprehensive loss consists of the following: Three months ended September 30, Nine months ended September 30, (in millions) 2021 2020 2021 2020 Senior secured term loan $ 3.4 $ 3.6 $ 10.4 $ 14.0 Non-cash interest for amortization of debt discount and debt issuance costs 0.3 0.4 1.1 1.1 Revolving credit facility interest and commitment fees 0.2 0.2 0.5 1.4 Total interest expense $ 3.9 $ 4.2 $ 12.0 $ 16.5 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Risk (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of September 30, 2021, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 23.9 $ 23.9 $ — $ — Money market mutual funds (a) 279.7 279.7 — — Total assets at fair value $ 303.6 $ 303.6 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 14.7 — — 14.7 Total liabilities at fair value $ 15.1 $ — $ — $ 15.1 (a ) The fair values of the Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. ( b ) Included within other noncurrent liabilities in the condensed consolidated balance sheet. As of December 31, 2020, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and cash equivalents $ 4.2 $ 4.2 $ — $ — Money market mutual funds (a) 291.1 291.1 — — Total assets at fair value $ 295.3 $ 295.3 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 13.3 — — 13.3 Total liabilities at fair value $ 13.7 $ — $ — $ 13.7 (a) The fair values of the Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. ( b ) Included within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Summary of Dividend Activity | Dividend activity for the first quarter of 2020 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2020 Dividend declared on February 7, 2020 Stockholders of record on February 21, 2020 Dividend paid on March 06, 2020 Dividend per share $ 0.0750 Cash dividend paid $ 5.4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the nine months ended September 30, 2021, was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (thousands) (years) (millions) Outstanding at December 31, 2020 3,978 $ 13.68 3.6 $ — Granted 11,800 6.37 Exercised — — Forfeited (1,508 ) 8.95 Outstanding at September 30, 2021 14,270 $ 8.13 8.3 $ — Exercisable at September 30, 2021 2,606 $ 14.15 4.3 $ — |
Schedule of Restricted Stock Units Activity | RSU activity for the nine months ended September 30, 2021 was as follows: (share data in thousands, except per share data) Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2020 1,303 $ 10.31 Granted 630 5.14 Forfeited (161 ) 8.10 Vested (405 ) 10.37 Unvested balance, September 30, 2021 1,367 $ 8.16 |
Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding | The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at September 30, 2021 were as follows: September 30, 2021 Expected volatility 55.00 % Dividend yield 0.00 % Risk-free interest rate 1.39 % Weighted-average expected term (in years) 3.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended September 30, Nine Months Ended September 30, (dollars in millions, share data in thousands except earnings per share) 2021 2020 2021 2020 (As Restated) Net loss and comprehensive loss attributable to Emerald Holding, Inc. $ (9.0 ) $ (15.3 ) $ (70.8 ) $ (599.7 ) Accretion to redemption value of redeemable convertible preferred stock (9.0 ) (7.0 ) (26.3 ) (7.1 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (18.0 ) $ (22.3 ) $ (97.1 ) $ (606.8 ) Weighted average common shares outstanding 71,033 71,484 71,719 71,437 Basic loss per share $ (0.25 ) $ (0.31 ) $ (1.35 ) $ (8.49 ) Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders $ (18.0 ) $ (22.3 ) $ (97.1 ) $ (606.8 ) Diluted weighted average common shares outstanding 71,033 71,484 71,719 71,437 Diluted loss per share $ (0.25 ) $ (0.31 ) $ (1.35 ) $ (8.49 ) Anti-dilutive employee share awards excluded from diluted earnings per share calculation 1,259 5,651 14,911 5,650 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: (in millions) September 30, 2021 December 31, 2020 Accrued event costs $ 17.0 $ 7.3 Accrued personnel costs 15.7 12.7 Trade payables 12.4 3.8 Contingent consideration 7.1 3.7 Other current liabilities 1.9 3.6 Total accounts payable and other current liabilities $ 54.1 $ 31.1 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income | The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 (As Restated) Revenues Commerce $ 40.9 $ 1.7 $ 50.5 $ 52.7 Design and Technology 22.8 5.0 30.5 45.7 All Other 12.8 1.8 23.4 16.8 Total revenues $ 76.5 $ 8.5 $ 104.4 $ 115.2 Other Income Commerce $ 1.0 $ 10.7 $ 8.3 $ 45.3 Design and Technology - 3.1 5.4 16.0 All Other 0.1 2.3 3.8 3.0 Total other income $ 1.1 $ 16.1 $ 17.5 $ 64.3 Adjusted EBITDA Commerce $ 19.1 $ 6.0 $ 21.9 $ 55.2 Design and Technology 3.1 1.4 4.0 24.0 All Other (1.3 ) 0.2 1.2 3.1 Subtotal Adjusted EBITDA $ 20.9 $ 7.6 $ 27.1 $ 82.3 General corporate and other expenses $ (11.5 ) $ (10.8 ) $ (34.0 ) $ (28.7 ) Interest expense (3.9 ) (4.2 ) (12.0 ) (16.5 ) Goodwill impairment charge — — — (588.2 ) Intangible asset impairment charges — — — (59.4 ) Depreciation and amortization (12.2 ) (12.2 ) (36.1 ) (37.2 ) Stock-based compensation (2.4 ) (1.5 ) (8.2 ) (4.2 ) Deferred revenue adjustment (0.3 ) — (1.4 ) — Other items (1.6 ) (0.6 ) (5.6 ) (5.8 ) Loss before income taxes $ (11.0 ) $ (21.7 ) $ (70.2 ) $ (657.7 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment charge | $ 24,200,000 | $ 588,200,000 | ||||||
Accretion of the carrying value of redeemable convertible preferred stock | $ 7,000,000 | $ 7,100,000 | $ 7,000,000 | 7,100,000 | ||||
Traded events description | traded 32 in-person events during the third quarter | |||||||
Insurance receivables | $ 17,800,000 | |||||||
Cash and cash equivalents | $ 303,600,000 | 303,600,000 | 295,300,000 | |||||
Amended and Restated Term Loan Facility [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Borrowings outstanding | 521,000,000 | 521,000,000 | ||||||
Revolving Credit Facility [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Borrowings outstanding | 0 | 0 | $ 0 | |||||
COVID-19 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance receivables | 191,100,000 | 191,100,000 | ||||||
Insurance settlement receivable, 2021 | 191,400,000 | 191,400,000 | ||||||
Insurance settlement receivable, 2022 | 100,000,000 | 100,000,000 | ||||||
Other income from insurance settlement | 1,100,000 | 16,100,000 | 17,500,000 | 64,300,000 | ||||
Submitted claims related to impacted or cancelled events previously scheduled | 76,200,000 | $ 166,800,000 | 76,200,000 | 166,800,000 | ||||
Other income recognized related to insurance proceeds | 0 | $ 124,500,000 | ||||||
COVID-19 [Member] | Minimum [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Deferred employer payroll taxes | $ 1,900,000 | 1,900,000 | ||||||
COVID-19 [Member] | Forecast [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of estimate payment delay of employer payroll taxes due | 50.00% | 50.00% | ||||||
Estimates payment delay of employer payroll taxes due date | Dec. 31, 2022 | Dec. 31, 2021 | ||||||
COVID-19 [Member] | Surf Expo Summer 2020 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance settlements coverage limit | 6,000,000 | |||||||
COVID-19 [Member] | Surf Expo Winter 2021 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance settlements coverage limit | 7,700,000 | |||||||
COVID-19 [Member] | Surf Expo Summer 2022 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance settlements coverage limit | 6,500,000 | |||||||
COVID-19 [Member] | Surf Expo Winter 2021 [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Insurance settlements coverage limit | $ 8,400,000 | |||||||
7% Series A Convertible Participating Preferred stock [Member] | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Convertible preferred stock, percentage | 7.00% | |||||||
Net proceeds from sale of preferred stock | $ 382,700,000 |
Basis of Presentation - Condens
Basis of Presentation - Condensed Consolidated Statements of Loss and Comprehensive Loss (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill impairment charge | $ 24.2 | $ 588.2 | |||
Operating loss | $ (7.1) | $ (17.5) | $ (58.2) | (641.2) | |
Loss before income taxes | (11) | (21.7) | (70.2) | (657.7) | |
Net loss and comprehensive loss | (9) | (15.3) | (70.8) | (599.7) | |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (18) | $ (22.3) | $ (97.1) | $ (606.8) | |
Basic loss per share | $ (0.25) | $ (0.31) | $ (1.35) | $ (8.49) | |
Diluted loss per share | $ (0.25) | $ (0.31) | $ (1.35) | $ (8.49) | |
Basic weighted average common shares outstanding | 71,033 | 71,484 | 71,719 | 71,437 | |
Diluted weighted average common shares outstanding | 71,033 | 71,484 | 71,719 | 71,437 | |
As Originally Reported [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill impairment charge | $ 564 | ||||
Operating loss | (617) | ||||
Loss before income taxes | (633.5) | ||||
Net loss and comprehensive loss | $ (15.3) | (575.5) | |||
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (582.6) | ||||
Basic loss per share | $ (8.16) | ||||
Diluted loss per share | $ (8.16) | ||||
Basic weighted average common shares outstanding | 71,437 | ||||
Diluted weighted average common shares outstanding | 71,437 | ||||
Adjustments [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill impairment charge | $ 24.2 | ||||
Operating loss | (24.2) | ||||
Loss before income taxes | (24.2) | ||||
Net loss and comprehensive loss | (24.2) | ||||
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (24.2) | ||||
Basic loss per share | $ (0.33) | ||||
Diluted loss per share | $ (0.33) | ||||
Basic weighted average common shares outstanding | 71,437 | ||||
Diluted weighted average common shares outstanding | 71,437 |
Basis of Presentation - Conde_2
Basis of Presentation - Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | $ (82,400,000) | $ (3,800,000) | $ 53,500,000 | $ (3,800,000) | $ 640,200,000 | |
Stock-based compensation | 2,500,000 | 1,500,000 | 8,100,000 | 5,100,000 | ||
Dividends on common stock | 0 | $ 0 | $ 0 | (5,400,000) | ||
Issuance of common stock under equity plans and preferred stock | 400,000 | 100,000 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (7,000,000) | (7,100,000) | ||||
Repurchase of common stock | (5,600,000) | (10,700,000) | (100,000) | |||
Net loss and comprehensive loss | (9,000,000) | (15,300,000) | (70,800,000) | (599,700,000) | ||
Balances | $ (103,500,000) | $ (82,400,000) | 33,100,000 | $ (103,500,000) | 33,100,000 | |
As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | 329,800,000 | 640,200,000 | ||||
Stock-based compensation | 1,500,000 | 4,700,000 | ||||
Dividends on common stock | (5,400,000) | |||||
Issuance of common stock under equity plans and preferred stock | 131,100,000 | 100,000 | ||||
Repurchase of common stock | (100,000) | |||||
Net loss and comprehensive loss | (15,300,000) | (575,500,000) | ||||
Balances | 447,100,000 | 447,100,000 | ||||
Adjustments [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | (276,300,000) | |||||
Issuance of common stock under equity plans and preferred stock | (130,700,000) | (382,700,000) | ||||
Accretion to redemption value of redeemable convertible preferred stock | (7,000,000) | (7,100,000) | ||||
Net loss and comprehensive loss | (24,200,000) | |||||
Balances | (414,000,000) | (414,000,000) | ||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Accretion to redemption value of redeemable convertible preferred stock | $ 7,000,000 | $ 7,100,000 | ||||
Temporary Equity, Balance, shares | 71,442,000 | 71,445,000 | 47,058,000 | 71,445,000 | ||
Temporary Equity, Balance | $ 415,600,000 | $ 398,300,000 | $ 252,100,000 | $ 398,300,000 | ||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs, Shares | 24,388,000 | 71,446,000 | ||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs | $ 130,700,000 | $ 382,700,000 | ||||
Temporary Equity, Balance, shares | 71,442,000 | 71,442,000 | 71,446,000 | 71,442,000 | 71,446,000 | |
Temporary Equity, Balance | $ 424,600,000 | $ 415,600,000 | $ 389,800,000 | $ 424,600,000 | $ 389,800,000 | |
Redeemable Convertible Preferred Stock [Member] | As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock under equity plans and preferred stock | 383,100,000 | |||||
Redeemable Convertible Preferred Stock [Member] | Adjustments [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Accretion to redemption value of redeemable convertible preferred stock | $ 7,000,000 | $ 7,100,000 | ||||
Temporary Equity, Balance, shares | 47,058,000 | |||||
Temporary Equity, Balance | $ 252,100,000 | |||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs, Shares | 24,388,000 | 71,446,000 | ||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs | $ 130,700,000 | $ 382,700,000 | ||||
Temporary Equity, Balance, shares | 71,446,000 | 71,446,000 | ||||
Temporary Equity, Balance | $ 389,800,000 | $ 389,800,000 | ||||
Preferred Stock | As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | $ 500,000 | |||||
Balance, shares | 47,058,000 | |||||
Issuance of common stock under equity plans and preferred stock | $ 200,000 | |||||
Issuance of common stock under equity plans and preferred stock, shares | 24,388,000 | |||||
Balances | $ 700,000 | $ 700,000 | ||||
Balance, shares | 71,446,000 | 71,446,000 | ||||
Preferred Stock | Adjustments [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | $ (500,000) | |||||
Balance, shares | (47,058,000) | |||||
Issuance of common stock under equity plans and preferred stock | $ (200,000) | $ (700,000) | ||||
Issuance of common stock under equity plans and preferred stock, shares | (24,388,000) | (71,446,000) | ||||
Balances | $ (700,000) | $ (700,000) | ||||
Balance, shares | (71,446,000) | (71,446,000) | ||||
Preferred Stock | Redeemable Convertible Preferred Stock [Member] | As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock under equity plans and preferred stock | $ 700,000 | |||||
Issuance of common stock under equity plans and preferred stock, shares | 71,446,000 | |||||
Common Stock [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | |
Balance, shares | 71,518,000 | 72,195,000 | 71,453,000 | 72,195,000 | 71,352,000 | |
Stock-based compensation, shares | 55,000 | 27,000 | 281,000 | 116,000 | ||
Issuance of common stock under equity plans and preferred stock, shares | 20,000 | 20,000 | 42,000 | 47,000 | ||
Repurchase of common stock, shares | (1,193,000) | (2,123,000) | (15,000) | |||
Balances | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | |
Balance, shares | 70,400,000 | 71,518,000 | 71,500,000 | 70,400,000 | 71,500,000 | |
Common Stock [Member] | As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | $ 700,000 | $ 700,000 | ||||
Balance, shares | 71,453,000 | 71,352,000 | ||||
Stock-based compensation, shares | 27,000 | 116,000 | ||||
Issuance of common stock under equity plans and preferred stock, shares | 20,000 | 47,000 | ||||
Repurchase of common stock, shares | (15,000) | |||||
Balances | $ 700,000 | $ 700,000 | ||||
Balance, shares | 71,500,000 | 71,500,000 | ||||
Additional Paid-in Capital [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | $ 673,900,000 | $ 690,700,000 | $ 698,900,000 | $ 690,700,000 | $ 701,100,000 | |
Stock-based compensation | 2,500,000 | 1,500,000 | 8,100,000 | 5,100,000 | ||
Dividends on common stock | (5,400,000) | |||||
Issuance of common stock under equity plans and preferred stock | 400,000 | 100,000 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (7,000,000) | (7,100,000) | ||||
Repurchase of common stock | (5,600,000) | (10,700,000) | ||||
Balances | 661,800,000 | $ 673,900,000 | 693,800,000 | 661,800,000 | 693,800,000 | |
Additional Paid-in Capital [Member] | As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | 950,500,000 | 701,100,000 | ||||
Stock-based compensation | 1,500,000 | 4,700,000 | ||||
Dividends on common stock | (5,400,000) | |||||
Issuance of common stock under equity plans and preferred stock | 130,900,000 | 100,000 | ||||
Balances | 1,082,900,000 | 1,082,900,000 | ||||
Additional Paid-in Capital [Member] | Adjustments [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | (251,600,000) | |||||
Issuance of common stock under equity plans and preferred stock | (130,500,000) | (382,000,000) | ||||
Accretion to redemption value of redeemable convertible preferred stock | (7,000,000) | (7,100,000) | ||||
Balances | (389,100,000) | (389,100,000) | ||||
Additional Paid-in Capital [Member] | Redeemable Convertible Preferred Stock [Member] | As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock under equity plans and preferred stock | 382,400,000 | |||||
Accumulated Deficit [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | (757,000,000) | $ (695,200,000) | (646,100,000) | (695,200,000) | (61,600,000) | |
Repurchase of common stock | (100,000) | |||||
Net loss and comprehensive loss | (9,000,000) | (15,300,000) | (70,800,000) | (599,700,000) | ||
Balances | $ (766,000,000) | $ (757,000,000) | (661,400,000) | $ (766,000,000) | (661,400,000) | |
Accumulated Deficit [Member] | As Originally Reported [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | (621,900,000) | (61,600,000) | ||||
Repurchase of common stock | (100,000) | |||||
Net loss and comprehensive loss | (15,300,000) | (575,500,000) | ||||
Balances | (637,200,000) | (637,200,000) | ||||
Accumulated Deficit [Member] | Adjustments [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Balance | (24,200,000) | |||||
Net loss and comprehensive loss | (24,200,000) | |||||
Balances | $ (24,200,000) | $ (24,200,000) |
Basis of Presentation - Conde_3
Basis of Presentation - Condensed Consolidated Statement Of Cash Flows (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | |||
Net loss | $ (70.8) | $ (599.7) | |
Goodwill impairment charge | $ 24.2 | 588.2 | |
Net cash provided by (used in) operating activities | $ 36.3 | (42.7) | |
As Originally Reported [Member] | |||
Operating activities | |||
Net loss | (575.5) | ||
Goodwill impairment charge | 564 | ||
Net cash provided by (used in) operating activities | (42.7) | ||
Adjustments [Member] | |||
Operating activities | |||
Net loss | (24.2) | ||
Goodwill impairment charge | $ 24.2 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle accounting standards update immaterial effect | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Accounting standards update description | ASU 2019-12 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Line Items] | |||||
Held events description | held 29 in-person events during the third quarter | ||||
Current deferred revenues | $ 83 | $ 83 | $ 48.6 | ||
Total deferred revenues | 83.4 | 83.4 | |||
Revenue recognized | 76.7 | $ 2.3 | 91.4 | $ 86.5 | |
Cancelled event liabilities | 21.6 | $ 21.6 | 25.9 | ||
Maximum [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Contracts with customers sales beginning period | 1 year | ||||
Contracts with customers commission benefited expected period | 1 year | ||||
Other Noncurrent Liabilities [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Long-term deferred revenues | $ 0.4 | $ 0.4 | 0 | ||
Trade Show and Conference Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Concentration risk, percentage | 74.00% | 0.00% | 59.00% | 68.00% | |
Trade Shows [Member] | COVID-19 [Member] | |||||
Revenue From Contract With Customer [Line Items] | |||||
Current deferred revenues | $ 17.5 | $ 17.5 | 13.6 | ||
Accounts receivable credits reclassified to cancelled event liabilities | $ 4.1 | $ 4.1 | $ 12.3 |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | 9 Months Ended |
Sep. 30, 2021 | |
Maximum [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations expected period | 1 year |
Implementation Fees and Professional Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations expected period | 4 years |
Subscription Software and Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations expected period | 3 years |
Revenue recognition of remaining performance obligations expected renewal period | 1 year |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 76.5 | $ 8.5 | $ 104.4 | $ 115.2 |
Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 56.4 | 62 | 78.7 | |
Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 8.9 | 2.1 | 12.8 | 16.3 |
Subscription Software and Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 2.9 | 7.9 | ||
Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 8.3 | 6.4 | 21.7 | 20.2 |
Commerce [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 40.9 | 1.7 | 50.5 | 52.7 |
Commerce [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 39.4 | 45 | 47.9 | |
Commerce [Member] | Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.2 | 0.5 | 1.6 | 0.5 |
Commerce [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1.3 | 1.2 | 3.9 | 4.3 |
Design and Technology [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 22.8 | 5 | 30.5 | 45.7 |
Design and Technology [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 16.3 | 16.3 | 28.5 | |
Design and Technology [Member] | Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 2.6 | 1.5 | 3.7 | 5.9 |
Design and Technology [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3.9 | 3.5 | 10.5 | 11.3 |
All Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 12.8 | 1.8 | 23.4 | 16.8 |
All Other [Member] | Trade Shows [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.7 | 0.7 | 2.3 | |
All Other [Member] | Other Events [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 6.1 | 0.1 | 7.5 | 9.9 |
All Other [Member] | Subscription Software and Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 2.9 | 7.9 | ||
All Other [Member] | Other Marketing Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 3.1 | $ 1.7 | $ 7.3 | $ 4.6 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | Apr. 01, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||||||||
Contingent consideration on purchase price | $ 13,300,000 | $ 13,300,000 | $ 14,700,000 | $ 14,700,000 | $ 13,300,000 | ||||||
Goodwill acquired | $ 0 | $ 3,400,000 | |||||||||
Common stock, shares issued | 72,195,000 | 72,195,000 | 70,400,000 | 70,400,000 | 72,195,000 | ||||||
Consideration paid related to achievement of milestone | $ 2,000,000 | $ 500,000 | |||||||||
PlumRiver Technologies [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 46,400,000 | $ 46,400,000 | |||||||||
Contingent consideration on purchase price | 11,000,000 | 11,000,000 | $ 2,000,000 | $ 11,000,000 | |||||||
Business acquisition, initial cash payment | 30,000,000 | ||||||||||
Business acquisition, payment in stock | 4,400,000 | ||||||||||
Working capital adjustment | 1,100,000 | ||||||||||
Business acquisition deferred payment consideration | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||
Common stock, shares issued | 805,948 | 805,948 | 805,948 | ||||||||
Consideration paid related to achievement of milestone | $ 2,000,000 | ||||||||||
PlumRiver Technologies [Member] | Forecast [Member] | Maximum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration on purchase price | $ 7,000,000 | ||||||||||
PlumRiver Technologies [Member] | Forecast [Member] | Successful Onboarding of Qualified Customers [Member] | Maximum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration on purchase price | $ 2,000,000 | ||||||||||
PlumRiver Technologies [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs incurred | $ 1,400,000 | ||||||||||
PlumRiver Technologies [Member] | Estimated Fair Value [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration on purchase price | $ 10,000,000 | $ 10,000,000 | $ 8,600,000 | 8,600,000 | $ 10,000,000 | ||||||
EDspaces [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 3,600,000 | ||||||||||
Sue Bryce Education and The Portrait Masters [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 7,700,000 | $ 7,700,000 | |||||||||
Business acquisition, initial cash payment | 6,900,000 | ||||||||||
Sue Bryce Education and The Portrait Masters [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs incurred | 100,000 | ||||||||||
Sue Bryce Education and The Portrait Masters [Member] | Estimated Fair Value [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration on purchase price | $ 800,000 | $ 1,000,000 | $ 900,000 | $ 900,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the Fair Value of the Acquired Assets and Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Apr. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 407.9 | $ 404.3 | |
Sue Bryce Education and The Portrait Masters [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 3.3 | ||
Intangible assets | 4.9 | ||
Deferred revenues | (0.5) | ||
Purchase price | $ 7.7 | ||
PlumRiver Technologies [Member] | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | 1.9 | ||
Goodwill | 25.3 | ||
Intangible assets | 20 | ||
Accounts payable and other current liabilities | (0.3) | ||
Deferred revenues | (0.5) | ||
Purchase price | $ 46.4 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 10.6 | $ 9.6 |
Less: Accumulated depreciation | (6.8) | (5.7) |
Property and equipment, net | 3.8 | 3.9 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7.1 | 6.4 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3.5 | $ 3.2 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense related to property and equipment | $ 0.4 | $ 0.4 | $ 1 | $ 1 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | $ 555.1 | $ 547 |
Accumulated amortization | (307.1) | (272) |
Net carrying amount | 248 | 275 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 65.9 | 65.9 |
Net carrying amount | 65.9 | 65.9 |
Customer Relationships Intangibles [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 372.3 | 369 |
Accumulated amortization | (283.3) | (253.4) |
Net carrying amount | 89 | 115.6 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 91.3 | 91.1 |
Accumulated amortization | (12.6) | (9.1) |
Net carrying amount | 78.7 | 82 |
Acquired Technology [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 6.4 | 6.2 |
Accumulated amortization | (0.7) | |
Net carrying amount | 5.7 | 6.2 |
Acquired Content [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 1.5 | |
Accumulated amortization | (0.1) | |
Net carrying amount | 1.4 | |
Computer Software [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 12.4 | 12.3 |
Accumulated amortization | (10.4) | (9.5) |
Net carrying amount | 2 | 2.8 |
Capitalized Software in Progress [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 5.3 | 2.5 |
Net carrying amount | $ 5.3 | $ 2.5 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||
Amortization expense | $ 11.8 | $ 11.8 | $ 35.1 | $ 36.2 | |
Impairment of indefinite-lived intangible assets | 59.4 | ||||
Impairment charges of long-lived assets | 13.2 | ||||
Goodwill impairment charge | $ 24.2 | 588.2 | |||
Trade Names [Member] | |||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||
Impairment of indefinite-lived intangible assets | 46.2 | ||||
Commerce [Member] | |||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||
Impairment of long-lived assets | 6.7 | ||||
Goodwill impairment charge | 354.1 | ||||
Commerce [Member] | Trade Names [Member] | |||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||
Impairment of indefinite-lived intangible assets | 24.1 | ||||
Design and Technology [Member] | |||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||
Impairment of long-lived assets | 5.7 | ||||
Goodwill impairment charge | 203.9 | ||||
Design and Technology [Member] | Trade Names [Member] | |||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||
Impairment of indefinite-lived intangible assets | $ 17 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Sep. 30, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 (Remaining 3 months) | $ 11.7 |
2022 | 44.7 |
2023 | 32.2 |
2024 | 13.3 |
2025 | 10.1 |
Thereafter | 64.9 |
Estimated future amortization expense | $ 176.9 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||
Goodwill, balance | $ 404,300,000 | |
Acquisition | $ 0 | 3,400,000 |
Adjustments | 200,000 | |
Goodwill, balance | 407,900,000 | 407,900,000 |
Commerce [Member] | ||
Goodwill [Line Items] | ||
Goodwill, balance | 230,900,000 | |
Goodwill, balance | 230,900,000 | 230,900,000 |
Design and Technology [Member] | ||
Goodwill [Line Items] | ||
Goodwill, balance | 133,700,000 | |
Goodwill, balance | 133,700,000 | 133,700,000 |
All Other [Member] | ||
Goodwill [Line Items] | ||
Goodwill, balance | 39,700,000 | |
Acquisition | 3,400,000 | |
Adjustments | 200,000 | |
Goodwill, balance | $ 43,300,000 | $ 43,300,000 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Current maturities | $ 5.7 | $ 5.7 |
Long-term debt, net of current maturities, debt discount and deferred financing fees | 512 | 515.3 |
Amended and Restated Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan Facility | $ 517.7 | $ 521 |
Debt - Summary of Long-Term D_2
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Parenthetical) (Detail) - Amended and Restated Term Loan Facility [Member] - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Interest rate | 2.58% | 2.65% |
Maturity year | 2024 | 2024 |
Term Loan Facility | $ 517.7 | $ 521 |
Unamortized discount | 1.5 | 2 |
Unamortized deferred financing fees | 1.8 | $ 2.4 |
Fair market value | $ 495.6 | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt maturity period | 7 years | |
Term Loan Facility | $ 565 | |
Security debt maturity date | May 22, 2024 | |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.25% | 2.25% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility - Additional Information (Detail) - USD ($) | Jun. 25, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | May 22, 2017 |
Debt Instrument [Line Items] | |||||||||
Dividends and distributions | $ 0 | $ 0 | $ 0 | $ 5,400,000 | |||||
Amended and Restated Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving commitments extended maturity period | 18 months | ||||||||
Revolving commitments extended maturity period | Nov. 23, 2023 | ||||||||
Secured debt | $ 110,000,000 | $ 150,000,000 | |||||||
Maximum amount of unrestricted cash permitted to borrow new revolving loans | $ 40,000,000 | ||||||||
Percentage of dividends and distributions on cumulative amount of consolidated EBITDA | 35.00% | ||||||||
Maximum dividends declared in any one fiscal year | $ 20,000,000 | ||||||||
Net leverage ratio | 2.50% | ||||||||
Amended and Restated Revolving Credit Facility [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin | 2.25% | 2.25% | |||||||
Amended and Restated Revolving Credit Facility [Member] | ABR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin | 1.25% | 1.25% | |||||||
Amended and Restated Revolving Credit Facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Dividends and distributions | $ 40,000,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings outstanding | $ 0 | $ 0 | $ 0 | ||||||
Stand-by letters of credit | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||
Revolving Credit Facility [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin | 2.75% | ||||||||
Revolving Credit Facility [Member] | ABR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin | 1.75% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 0.3 | $ 0.4 | $ 1.1 | $ 1.1 |
Total interest expense | 3.9 | 4.2 | 12 | 16.5 |
Senior Secured Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense on senior secured term loan | 3.4 | 3.6 | 10.4 | 14 |
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility interest and commitment fees | $ 0.2 | $ 0.2 | $ 0.5 | $ 1.4 |
Debt - Covenants - Additional I
Debt - Covenants - Additional Information (Detail) - Revolving Credit Facility [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Instrument [Line Items] | |
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35.00% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 10 |
First Lien [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 550.00% |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Total assets at fair value | $ 303.6 | $ 295.3 |
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 14.7 | 13.3 |
Total liabilities at fair value | 15.1 | 13.7 |
Cash [Member] | ||
Assets | ||
Cash and cash equivalents | 23.9 | |
Money Market Mutual Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 279.7 | 291.1 |
Cash And Cash Equivalents [Member] | ||
Assets | ||
Cash and cash equivalents | 4.2 | |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Total assets at fair value | 303.6 | 295.3 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 14.7 | 13.3 |
Total liabilities at fair value | 15.1 | 13.7 |
Fair Value Measurements Recurring [Member] | Cash [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 23.9 | |
Fair Value Measurements Recurring [Member] | Money Market Mutual Funds [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 279.7 | 291.1 |
Fair Value Measurements Recurring [Member] | Cash And Cash Equivalents [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 4.2 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Risk - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Market-based share awards liability | $ 400,000 | $ 400,000 | |||
Contingent consideration on purchase price | 14,700,000 | 13,300,000 | |||
Selling, General and Administrative Expenses [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Remeasurement adjustments | $ 900,000 | ||||
G3 Communications [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 14,700,000 | ||||
EDspaces PlumRiver, and Sue Bryce Education and The Portrait Masters [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 13,300,000 | ||||
PlumRiver [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability related to achievement of technological functionality milestone | $ 2,000,000 | ||||
Expected to be Settled in 2021 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 2,000,000 | 3,800,000 | |||
Expected to be Settled in 2022 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 4,900,000 | 2,900,000 | |||
Expected to be Settled in 2023 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 7,400,000 | $ 6,600,000 | |||
Expected to be Settled in 2024 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 400,000 | ||||
Market-based Share Awards [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Employee right to receive restricted stock equal to maximum cash price | $ 4,900,000 | $ 4,900,000 | $ 9,800,000 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | Aug. 13, 2020 | Jul. 24, 2020 | Jun. 29, 2020 | Jun. 10, 2020 | Oct. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 31, 2019 |
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Dividends paid or declared | $ 0 | $ 0 | $ 0 | $ 5,400,000 | ||||||||
Repurchase of common stock | 5,600,000 | $ 10,700,000 | 100,000 | |||||||||
October 2020 Share Repurchase Program [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | |||||||||||
Repurchase of common stock | $ 5,500,000 | $ 10,700,000 | ||||||||||
Repurchase of common stock, shares | 1,193,861 | 2,122,964 | ||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 8,600,000 | $ 8,600,000 | ||||||||||
July 2019 Share Repurchase Program [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ 30,000,000 | |||||||||||
Repurchase of common stock | $ 0 | $ 100,000 | ||||||||||
Repurchase of common stock, shares | 0 | 14,988 | ||||||||||
Stock repurchase program, remaining authorized repurchase amount | 0 | 0 | ||||||||||
Maximum [Member] | October 2020 Share Repurchase Program [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Repurchase of common stock | $ 20,000,000 | |||||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Dividends payable to common stock | $ 0 | |||||||||||
Consecutive trading days | 20 days | |||||||||||
Right to redeem preferred stock threshold period | 6 years | |||||||||||
Preferred stock, accretion of deemed dividend | $ 9,000,000 | $ 7,000,000 | $ 26,300,000 | $ 7,100,000 | ||||||||
Preferred stock as percentage on outstanding common stock on an as-converted basis | 30.00% | |||||||||||
Redeemable Convertible Preferred Stock [Member] | After Six-Year Anniversary Thereof [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Percentage of accreted liquidation preference | 105.00% | |||||||||||
Redeemable Convertible Preferred Stock [Member] | After Seven-Year Anniversary Thereof [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Percentage of accreted liquidation preference | 103.00% | |||||||||||
Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Percentage of trading price per share of common stock after third anniversary | 175.00% | 175.00% | ||||||||||
Threshold purchase price for acquisition or disposition of assets | $ 100,000,000 | |||||||||||
Initial Private Placement [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Shares issued | 47,058,332 | |||||||||||
Aggregate purchase price per share | $ 5.60 | |||||||||||
Proceeds from issuance of preferred stock | $ 252,000,000 | |||||||||||
Fees and estimated expenses | 11,600,000 | |||||||||||
Proceeds from stock issuance used to repay debt | $ 50,000,000 | |||||||||||
Preferred stock accretion rate per annum | 7.00% | |||||||||||
Preferred stock, accretion | $ 7,500,000 | $ 7,000,000 | $ 22,100,000 | $ 7,100,000 | ||||||||
Preferred stock, aggregate liquidation preference | $ 436,500,000 | $ 436,500,000 | ||||||||||
Preferred stock initial liquidation preference | $ 5.60 | $ 5.60 | ||||||||||
Number of shares issued upon conversion of preferred stock | 1.59 | |||||||||||
Initial conversion price per share | $ 3.52 | |||||||||||
Rights Offering [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | ||||||||||||
Shares issued | 22,660,587 | 1,727,427 | ||||||||||
Proceeds from issuance of preferred stock | $ 121,300,000 | $ 9,700,000 | ||||||||||
Fees and estimated expenses | $ 5,800,000 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Dividend Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Shareholders Equity [Line Items] | ||
Cash dividend paid | $ 5.4 | |
Director [Member] | ||
Shareholders Equity [Line Items] | ||
Dividend declared on | Feb. 7, 2020 | |
Stockholders of record on | Feb. 21, 2020 | |
Dividend paid on | Mar. 6, 2020 | |
Dividend per share | $ 0.0750 | |
Cash dividend paid | $ 5.4 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jan. 31, 2019USD ($)hshares | Jan. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Deferred tax benefit for stock-based compensation | $ 500,000 | $ 400,000 | $ 1,700,000 | $ 1,100,000 | |||||
Stock-based compensation expense | 100,000 | 0 | 0 | 500,000 | |||||
Liability for awards | 400,000 | 400,000 | $ 400,000 | ||||||
Fair value at grant date | $ 800,000 | ||||||||
Fair value of awards | 1,100,000 | 1,100,000 | |||||||
Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | 1,600,000 | 200,000 | 4,900,000 | 1,500,000 | |||||
Unrecognized stock-based compensation expense | 12,500,000 | $ 12,500,000 | |||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 3 years 6 months | ||||||||
Restricted Stock Units ("RSUs") [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | 900,000 | $ 1,300,000 | $ 3,300,000 | $ 3,500,000 | |||||
Unrecognized stock-based compensation expense | $ 5,700,000 | $ 5,700,000 | |||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 9 months 18 days | ||||||||
Estimated shares of common stock granted | shares | 630,000 | ||||||||
Weighted-average grant date fair value | $ / shares | $ 5.14 | ||||||||
Market-based Share Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Employee right to receive restricted stock equal to maximum cash price | $ 4,900,000 | $ 4,900,000 | $ 9,800,000 | ||||||
Estimated weighted average conversion threshold | $ / shares | $ 21.08 | $ 21.08 | |||||||
Estimated shares of common stock issue upon conversion | shares | 78,041 | 78,041 | |||||||
Estimated shares of common stock granted | shares | 78,041 | ||||||||
Weighted-average grant date fair value | $ / shares | $ 24.77 | ||||||||
2019 Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of discount received | 10 | ||||||||
Common stock, reserved for issuance | shares | 500,000 | ||||||||
2019 Employee Stock Purchase Plan [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of hours per week worked by employees for eligible | h | 20 | ||||||||
Number of months of service to be completed for eligible | 6 months | ||||||||
2019 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Amount of compensation | $ 150,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 3,978 | |
Number of Options, Granted | 11,800 | |
Number of Options, Forfeited | (1,508) | |
Number of Options Outstanding, Ending Balance | 14,270 | 3,978 |
Number of Options, Exercisable | 2,606 | |
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 13.68 | |
Weighted-Average Exercise Price per Option, Granted | 6.37 | |
Weighted-Average Exercise Price per Option, Forfeited | 8.95 | |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 8.13 | $ 13.68 |
Weighted-Average Exercise Price per Option, Exercisable | $ 14.15 | |
Weighted-Average Remaining Contractual Term, Outstanding Balance | 8 years 3 months 18 days | 3 years 7 months 6 days |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 3 months 18 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units ("RSUs") [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Unvested, Beginning Balance | shares | 1,303 |
Number of RSUs, Granted | shares | 630 |
Number of RSUs, Forfeited | shares | (161) |
Number of RSUs, Vested | shares | (405) |
Number of RSUs Unvested, Ending Balance | shares | 1,367 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ / shares | $ 10.31 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 5.14 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 8.10 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 10.37 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 8.16 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding (Detail) - Market-based Share Awards [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 55.00% |
Dividend yield | 0.00% |
Risk-free interest rate | 1.39% |
Weighted-average expected term (in years) | 3 years 9 months 18 days |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - 7% Series A Convertible Participating Preferred stock [Member] | 9 Months Ended |
Sep. 30, 2021shares | |
Earnings Per Share [Line Items] | |
Preferred stock, shares outstanding | 71,442,407 |
Convertible preferred stock, converted to common stock | 124,005,083 |
Convertible preferred stock, percentage | 7.00% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Line Items] | ||||
Net loss and comprehensive loss | $ (9) | $ (15.3) | $ (70.8) | $ (599.7) |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (18) | $ (22.3) | $ (97.1) | $ (606.8) |
Weighted average common shares outstanding | 71,033 | 71,484 | 71,719 | 71,437 |
Basic loss per share | $ (0.25) | $ (0.31) | $ (1.35) | $ (8.49) |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders | $ (18) | $ (22.3) | $ (97.1) | $ (606.8) |
Diluted weighted average common shares outstanding | 71,033 | 71,484 | 71,719 | 71,437 |
Diluted loss per share | $ (0.25) | $ (0.31) | $ (1.35) | $ (8.49) |
Anti-dilutive employee share awards excluded from diluted earnings per share calculation | 1,259 | 5,651 | 14,911 | 5,650 |
Redeemable Convertible Preferred Stock [Member] | ||||
Earnings Per Share [Line Items] | ||||
Accretion to redemption value of redeemable convertible preferred stock | $ (9) | $ (7) | $ (26.3) | $ (7.1) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
U.S. Corporate federal income tax rate | 21.00% | ||||
(Benefit from) provision for income taxes | $ (2) | $ (6.4) | $ 0.6 | $ (58) | |
Effective income tax rates | 17.50% | 29.50% | (0.90%) | 9.20% | |
Liabilities for unrecognized tax benefits and associated interest and penalties | $ 1.3 | $ 1.3 | $ 1.1 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued event costs | $ 17 | $ 7.3 |
Accrued personnel costs | 15.7 | 12.7 |
Trade payables | 12.4 | 3.8 |
Contingent consideration | 7.1 | 3.7 |
Other current liabilities | 1.9 | 3.6 |
Total accounts payable and other current liabilities | $ 54.1 | $ 31.1 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021SegmentBrandPortfolio | |
Segment Reporting Information [Line Items] | |
Number of operating segments, aggregated into reportable segments | 4 |
Number of reportable segments | 2 |
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | 2 |
New Chief Operating Decision Maker [Member] | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 6 |
Number of executive brand portfolios | BrandPortfolio | 6 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | |||||
Revenues | $ 76.5 | $ 8.5 | $ 104.4 | $ 115.2 | |
Other Income | |||||
Other income | 1.1 | 16.1 | 17.5 | 64.3 | |
Adjusted EBITDA | |||||
Subtotal Adjusted EBITDA | 20.9 | 7.6 | 27.1 | 82.3 | |
General corporate and other expenses | (11.5) | (10.8) | (34) | (28.7) | |
Interest expense | (3.9) | (4.2) | (12) | (16.5) | |
Goodwill impairment charge | $ (24.2) | (588.2) | |||
Intangible asset impairment charges | (59.4) | ||||
Depreciation and amortization | (12.2) | (12.2) | (36.1) | (37.2) | |
Stock-based compensation | (2.4) | (1.5) | (8.2) | (4.2) | |
Deferred revenue adjustment | (0.3) | (1.4) | |||
Other items | (1.6) | (0.6) | (5.6) | (5.8) | |
Loss before income taxes | (11) | (21.7) | (70.2) | (657.7) | |
Commerce [Member] | |||||
Revenues | |||||
Revenues | 40.9 | 1.7 | 50.5 | 52.7 | |
Other Income | |||||
Other income | 1 | 10.7 | 8.3 | 45.3 | |
Adjusted EBITDA | |||||
Subtotal Adjusted EBITDA | 19.1 | 6 | 21.9 | 55.2 | |
Goodwill impairment charge | (354.1) | ||||
Design and Technology [Member] | |||||
Revenues | |||||
Revenues | 22.8 | 5 | 30.5 | 45.7 | |
Other Income | |||||
Other income | 3.1 | 5.4 | 16 | ||
Adjusted EBITDA | |||||
Subtotal Adjusted EBITDA | 3.1 | 1.4 | 4 | 24 | |
Goodwill impairment charge | (203.9) | ||||
All Other [Member] | |||||
Revenues | |||||
Revenues | 12.8 | 1.8 | 23.4 | 16.8 | |
Other Income | |||||
Other income | 0.1 | 2.3 | 3.8 | 3 | |
Adjusted EBITDA | |||||
Subtotal Adjusted EBITDA | $ (1.3) | $ 0.2 | $ 1.2 | $ 3.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Onex Corporation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 86.00% | 86.00% | |||
ASM Global [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 0 | $ 0 | $ 0 | ||
ASM Global [Member] | Onex Partners V LP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 49.00% | 49.00% | |||
ASM Global [Member] | Cost Of Revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments for catering services | $ 300,000 | $ 0 | $ 400,000 | $ 400,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - October 2020 Share Repurchase Program [Member] - USD ($) | Oct. 29, 2021 | Oct. 31, 2020 |
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 20,000,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 20,000,000 |