XML 24 R12.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Business Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2024
Business Combinations [Abstract] |
Business Acquisitions | Note 4. Business Acquisitions The Company acquired certain assets and assumed certain liabilities of four companies in 2024 (the “2024 Acquisitions”), one company in 2023 (the “2023 Acquisition”) and two companies in 2022 (the “2022 Acquisitions”) as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. The Company recorded goodwill of $19.9 million and $8.4 million for the business acquisitions in the years ended December 31, 2024 and 2023, 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. The fair values of acquired customer-relationship intangibles are estimated using a discounted cash flow analysis. The significant assumptions used in the discounted cash flow analysis include future cash flows, growth rates, discount rates, and tax rates. These assumptions are used in developing the present value of future cash flow projections which are the basis of the fair value calculation. 2024 Acquisitions GRC World Forums (“GRC”) In furtherance of the Company’s portfolio optimization strategy to enhance its offerings in the governance, risk management and compliance sectors and also to expand its global footprint, the Company executed a share purchase agreement on August 5, 2024 to acquire all the assets and assume certain liabilities of the UK-based business known as GRC World Forums (collectively known as “GRC”). GRC produces in-person events and livestream experiences in the governance, risk management and compliance business sectors. The total estimated purchase price of $2.9 million included an initial cash payment of $1.2 million and contingent consideration with an estimated fair value of $1.2 million. As of December 31, 2024, the estimated fair value of the contingent consideration was $0.8 million. This amount was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. The acquisition was financed with cash from operations. The contingent consideration liability related to the acquisition of GRC consists of a potential payment based on a range of multiples, which are dependent upon the acquisition’s compounded average EBITDA growth rate between 2024 and 2027, being applied to their EBITDA growth from 2024 EBITDA. The payment is expected to be settled in the first quarter of 2028. External acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $2.0 million of revenue and $0.3 million of net income generated from the acquisition of GRC during the year ended December 31, 2024. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Identified intangible assets associated with GRC included trade name and customer relationship intangible assets of $0.4 million and $1.0 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 3.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 3.0 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions) |  | August 5, 2024 |
Trade and other receivables |  | $ | 0.2 |
Goodwill |  |  | 3.7 |
Intangible assets |  |  | 1.4 |
Deferred revenues |  |  | (1.2 | )
Accounts payable and other current liabilities |  |  | (1.2 | )
Purchase price, including working capital adjustment |  | $ | 2.9 |
Over the Pond Media (“Glamping Americas”) In furtherance of the Company’s portfolio optimization strategy to expand its footprint in the outdoor industry, particularly focused on a market that combines outdoor adventure with upscale accommodations, the Company executed an asset purchase agreement on August 5, 2024 to acquire all the assets and assume certain liabilities of the business known as Over the Pond Media (collectively known as “Glamping Americas”). Glamping Americas produces the only glamping industry event in the Americas. The total estimated purchase price of $3.0 million included an initial cash payment of $2.3 million and contingent consideration with an estimated fair value of $0.4 million. The contingent consideration liability related to the acquisition of Glamping Americas consists of a potential payment based on Glamping America’s 2024 EBITDA. The payment is expected to be settled in the first quarter of 2025. As of December 31, 2024, the estimated fair value of the contingent consideration was $0.4 million. The acquisition was financed with cash from operations. External acquisition costs of $0.2 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $1.2 million of revenue and $0.4 million of net income generated from the acquisition of Glamping Americas during the year ended December 31, 2024. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Identified intangible assets associated with Glamping Americas included trade name and customer relationship intangible assets of $0.2 million and $0.6 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 4.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 4.0 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions) |  | August 5, 2024 |
Trade and other receivables |  | $ | 0.1 |
Prepaid expenses and other current assets |  |  | 0.2 |
Goodwill |  |  | 2.6 |
Intangible assets |  |  | 0.8 |
Deferred Revenues |  |  | (0.7 | )
Purchase price, including working capital adjustment |  | $ | 3.0 |
The Futurist On May 7, 2024, the Company executed an asset purchase agreement to acquire the assets and assume certain liabilities of the Blockchain Futurist Conference and its associated experiences (collectively known as the “Futurist”). The total estimated purchase price of $1.9 million included an initial cash payment of $1.1 million and contingent consideration with an estimated fair value of $0.9 million. As of December 31, 2024, the estimated fair value of the contingent consideration was $0.3 million. The Company recorded goodwill of $1.8 million in connection with the Futurist acquisition. The acquisition was financed with cash from operations. There was $1.6 million of revenue and $0.2 million of net income generated from the acquisition of Futurist during the year ended December 31, 2024. Hotel Interactive In furtherance of the Company’s portfolio optimization strategy to enhance its best-in-class hosted buyer platform, the Company executed an asset purchase agreement on January 19, 2024 to acquire all the assets and assume certain liabilities of the business known as Hotel Interactive. Hotel Interactive produces hosted buyer events in the hotel, hospitality, food service and healthcare and senior living space sectors. The total estimated purchase price of $13.5 million included an initial cash payment of $11.6 million and contingent consideration with an estimated fair value of $2.7 million, as well as a $0.8 million post close working capital adjustment receivable from the seller. As of December 31, 2024, the estimated fair value of the contingent consideration was $2.0 million. This amount was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. During the year ended December 31, 2024, the Company received $1.0 million from the seller for certain working capital adjustments, which is recorded in investing activities in the Company’s consolidated statement of cash flow. The acquisition was financed with cash from operations. The contingent consideration liability related to the acquisition of Hotel Interactive consists of two potential payments, the interim payment and the final payment. The interim payment is based on a range of multiples, which are dependent upon the acquisition’s compounded annual EBITDA growth rate from 2023 to 2024, being applied to the 2024 EBITDA growth from a specified EBITDA target. The interim payment will be settled in the second quarter of 2025. The final payment is based on a range of multiples, which are dependent upon the acquisition’s 3-year compounded annual EBITDA growth rate from 2023 to 2026, being applied to the average annual EBITDA growth in calendar years 2025 and 2026, from a specified EBITDA target, less the interim payment. The final payment will be settled in the second quarter of 2027. External acquisition costs of $0.2 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $8.6 million of revenue and $0.5 million of net income generated from the acquisition of Hotel Interactive during the year ended December 31, 2024. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Identified intangible assets associated with Hotel Interactive included trade name and customer relationship intangible assets of $1.6 million and $2.5 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 10.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 4.0 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The measurement period for the acquisition closed in the third quarter of 2024. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions) |  | January 19, 2024 |
Trade and other receivables |  | $ | 1.2 |
Prepaid expenses and other current assets |  |  | 1.1 |
Goodwill |  |  | 11.8 |
Intangible assets |  |  | 4.1 |
Deferred Revenues |  |  | (4.7 | )
Purchase price, including working capital adjustment |  | $ | 13.5 |
2023 Acquisition Lodestone Events (“Lodestone”) In furtherance of the Company’s strategy to expand into the growing business-to-consumer event space, the Company executed an asset purchase agreement on January 9, 2023 to acquire certain assets and assume certain liabilities of the business known as Lodestone for a total estimated purchase price of $10.2 million, which included an initial cash payment of $9.5 million and contingent consideration with an estimated fair value of $0.7 million. The contingent consideration liability related to the acquisition of Lodestone consists of a potential payment based on Lodestone’s average annual EBITDA during the period from January 1, 2025 through December 31, 2026. The payment is expected to be settled in the second quarter of 2027. As of December 31, 2024, the estimated fair value of the contingent consideration was $4.6 million. This amount was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. Lodestone produces the Overland Expo series of vehicle-based, adventure travel consumer shows. The acquisition was financed with cash from operations. External acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $9.0 million of revenue and $4.4 million of net income generated from the acquisition of Lodestone during the year ended December 31, 2023. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Identified intangible assets associated with Lodestone included trade name and customer relationship intangible assets of $1.1 million and $2.3 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 5.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 6.0 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The measurement period for the acquisition closed in the second quarter of 2023. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions) |  | January 9, 2023 |
Trade and other receivables |  | $ | 1.8 |
Prepaid expenses and other current assets |  |  | 0.2 |
Goodwill |  |  | 8.4 |
Intangible assets |  |  | 3.4 |
Deferred revenues |  |  | (3.6 | )
Purchase price, including working capital adjustment |  | $ | 10.2 |
2022 Acquisitions Bulletin, Inc. (“Bulletin”) In furtherance of the Company’s strategy to combine both in-person and e-commerce offerings, the Company executed an asset purchase agreement on July 11, 2022 to acquire certain assets and assume certain liabilities of the business known as Bulletin for a total estimated purchase price of $9.9 million, which included an initial cash payment of $8.9 million and contingent consideration with an estimated fair value of $1.0 million. The contingent consideration liability related to the acquisition of Bulletin of $1.0 million, consists of a potential payment based on the 2026 Bulletin EBITDA. The 2026 payment is expected to be settled in the second quarter of 2027. As of December 31, 2024, the estimated fair value of the contingent consideration was not material. Bulletin is an online wholesale market for retail where brands, buyers and designers gather to connect and discover new products. The acquisition was financed with cash from operations. External acquisition costs of $1.1 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The Bulletin acquisition generated a net loss of $1.8 million during the year ended December 31, 2022. The revenue generated by Bulletin during the year ended December 31, 2022, was not material. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Identified intangible assets associated with Bulletin included acquired technology and trade name intangible assets of $2.0 million and $0.1 million, respectively. The weighted-average amortization period of the acquired technology was 3.0 years. The weighted-average amortization period of the trade name intangible assets acquired was 3.0 years. There is no assumed residual value for the acquired technology and trade name intangible assets. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions) |  | July 11, 2022 |
Trade receivables and prepaid expenses |  | $ | 0.4 |
Goodwill |  |  | 7.9 |
Intangible assets |  |  | 2.1 |
Accounts payable and other current liabilities |  |  | (0.5 | )
Purchase price |  | $ | 9.9 |
Advertising Week In furtherance of the Company’s strategy to provide year-round engagement and optimize its portfolio within strategic growth industries, the Company executed an asset purchase agreement on June 21, 2022 to acquire all the assets and assume certain liabilities of the business known as Advertising Week from Stillwell Partners for a total estimated purchase price of $34.3 million, which included an initial cash payment of $28.4 million and contingent consideration with an estimated fair value of $5.9 million. As of December 31, 2024, the estimated fair value of the contingent consideration was $2.3 million. This amount was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. Advertising Week is a global event and thought leadership platform focused on marketing, media, technology, and culture. The acquisition was financed with cash from operations. Identified intangible assets associated with Advertising Week included trade name, customer relationship and content intangible assets of $5.4 million, $5.9 million and $1.1 million, respectively. The weighted-average amortization period of the trade names acquired was 15.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 10.0 years, based on the expected pattern of economic benefit used to calculate their fair value. The weighted-average amortization period of the content intangible assets acquired was 7.0 years. There is no assumed residual value for the acquired content, trade names, or customer relationships. The contingent consideration liability related to the acquisition of Advertising Week in the amount of $5.9 million as of the acquisition date, consists of two potential payments: the 2023 payment and the 2026 payment. The 2023 payment was based on a multiple of 2023 EBITDA growth from a specified EBITDA target. The Advertising Week business did not achieve growth from the specified EBITDA target in fiscal year 2023 and therefore did not receive the 2023 payment. The 2026 payment is based on a range of multiples, which are dependent upon the acquisition’s 5-year compounded annual EBITDA growth rate from 2021 through 2026, being applied to the average annual EBITDA growth in calendar years 2024, 2025 and 2026, from a specified EBITDA target, less the 2023 payment. The 2026 payment will be settled in the second quarter of 2027. The 2023 and 2026 payments are not capped as they are based on increases in EBITDA. Therefore, there is no pre-determined upper limit to the undiscounted range. External acquisition costs of $0.6 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $14.6 million of revenue and $2.2 million of net income generated from the acquisition of Advertising Week during the year ended December 31, 2022. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions) |  | June 21, 2022 |
Trade and other receivables |  | $ | 3.8 |
Prepaid expenses and other current assets |  |  | 0.3 |
Goodwill |  |  | 23.6 |
Intangible assets |  |  | 12.4 |
Right-of-use lease asset |  |  | 1.2 |
Accounts payable and other current liabilities |  |  | (2.7 | )
Deferred revenues |  |  | (3.1 | )
Right-of-use lease liability |  |  | (1.2 | )
Purchase price |  | $ | 34.3 |
Supplemental Pro-Forma Financial Information Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2024, 2023 and 2022 acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative purposes and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined companies. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events.
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
(in millions) |  | (Unaudited) |
Pro-forma revenues(1) |  |  |  |  |  |  |  |  |
Hotel Interactive |  | $ | — |  |  | $ | 7.9 |  |  | $ | — |
Other 2024 acquisitions(2) |  |  | 0.9 |  |  |  | 4.9 |  |  |  | — |
Lodestone |  |  | — |  |  |  | — |  |  |  | 6.4 |
Advertising Week |  |  | — |  |  |  | — |  |  |  | 5.5 |
Emerald revenue |  |  | 398.8 |  |  |  | 382.8 |  |  |  | 325.9 |
Total pro-forma revenues |  | $ | 399.7 |  |  | $ | 395.6 |  |  | $ | 337.8 |
Pro-forma net income (loss) |  |  |  |  |  |  |  |  |
Hotel Interactive |  | $ | — |  |  | $ | 0.8 |  |  | $ | — |
Other 2024 acquisitions(2) |  |  | (0.8 | ) |  |  | 0.8 |  |  |  | — |
Lodestone |  |  | — |  |  |  | — |  |  |  | 0.5 |
Bulletin |  |  | — |  |  |  | — |  |  |  | (2.1 | )
Advertising Week |  |  | — |  |  |  | — |  |  |  | (0.7 | )
Emerald net income (loss) |  |  | 2.2 |  |  |  | (8.2 | ) |  |  | 130.8 |
Total pro-forma net income (loss) |  | $ | 1.4 |  |  | $ | (6.6 | ) |  | $ | 128.5 |
(1) Pro-forma revenues from the Bulletin acquisition were not material to the year ended December 31, 2022. (2) Includes the Company’s acquisitions of Futurist, Glamping Americas and GRC in the year ended December 31, 2024.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration