In furtherance of the Company’s portfolio optimization strategy to enhance its offerings in the insurance technology sector and also to expand its global footprint, the Company executed a share purchase agreement accounted for as a business combination on March 13, 2025 to acquire all the assets and assume certain liabilities of Insurtech Insights Limited (“Insurtech”). Insurtech is a premier operator of large-scale insurance conferences across the US, Europe, and Asia. The total estimated purchase price of $25.2 million included an initial cash payment of $19.6 million, net of cash acquired of $0.7 million, and contingent consideration with an estimated fair value of $4.8 million. The contingent consideration was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. The acquisition was financed with cash from operations.

The preparation of the valuation required the use of certain assumptions and estimates. Estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, royalty rate and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates.

External acquisition costs of $1.2 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of income and comprehensive income. Revenue and net income generated from the Insurtech acquisition were $4.6 million and $1.7 million during the three months ended March 31, 2025, respectively. 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. All of the recorded goodwill is non-deductible for income tax purposes.

The contingent consideration liability related to the acquisition of Insurtech consists of three potential payments: a payment relating to the 2025 London event which staged in March 2025; a payment relating to 2025 full year performance; and an additional consideration payment. The 2025 London event payment is based on the profitability of the 2025 event in London and is expected to be settled in the second quarter of 2025. The payment related to 2025 full year performance is based on a multiple being applied to the 2025 EBITDA growth from a specified EBITDA target. The payment related to 2025 full year performance is expected to be settled in the second quarter of 2026. The additional consideration payment is based on a range of multiples, which are dependent upon the acquisition’s compounded average EBITDA growth rate between 2025 and 2027 from a specified EBITDA target. The additional consideration payment is expected to be settled in the second quarter of 2028.

Identified intangible assets associated with Insurtech included trade name and customer relationship intangible assets of $2.5 million and $1.9 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 10 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 2 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets.

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:


(in millions)	March 13, 2025
Cash	$	0.7
Trade and other receivables		4.6
Prepaid expenses and other current assets		1.7
Goodwill		27.3
Intangible assets		4.4
Deferred revenues		(9.4	)
Accounts payable and other current liabilities		(3.0	)
Deferred tax liability		(1.1	)
Purchase price, including working capital adjustment	$	25.2

Supplemental information on an unaudited pro-forma basis is reflected as if the 2024 and 2025 acquisitions had occurred at the beginning of 2024, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable and reflects amortization of intangible assets as a result of the acquisition. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisition at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events.


	Three Months Ended March 31,
	2024
(in millions)	(Unaudited)
Pro-forma revenues(1)
Insurtech	$	3.9
2024 acquisitions(2)		0.8
Emerald revenue		133.4
Total pro-forma revenues	$	138.1

Pro-forma net income (loss)(1)
Insurtech	$	0.7
2024 acquisitions(2)		(0.2	)
Emerald net income		11.0
Total pro-forma net income	$	11.5

(1)

Pro-forma revenues and net income from the Plant Based World acquisition were not material to the three months ended March 31, 2024.

(2)

Includes the Company’s acquisitions of Hotel Interactive, Futurist, Glamping Americas and GRC in the year ended December 31, 2024. Pro forma revenues and net income from the Hotel Interactive acquisition were not material to the three months ended March 31, 2024.