XML 19 R13.htm IDEA: XBRL DOCUMENT v3.25.2
Business Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]  
Business Acquisitions
4.
Business Acquisitions

2025 Acquisitions

This is Beyond Limited (“This is Beyond”)

In furtherance of the Company’s portfolio optimization strategy to enhance its offerings into the luxury and travel sectors 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 This is Beyond Limited (“This is Beyond”). The acquisition was completed on May 2, 2025. This is Beyond is a London-based organizer of B2B trade shows serving the global luxury travel and entertainment travel industries. The total estimated purchase price of $165.5 million included an initial cash payment of $122.1 million, net of cash acquired of $33.9 million, and contingent consideration with an estimated fair value of $9.5 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 $2.9 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of (loss) income. Revenue and net income generated from the This is Beyond acquisition were $17.1 million and $6.3 million, respectively, during the three months ended June 30, 2025. 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 Company has elected to apply the Accounting Standards Codification ("ASC") practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the acquisition.

The contingent consideration liability related to the acquisition of This is Beyond is based on the amount by which the average earnings before interest, taxes, depreciation and amortization (“EBITDA”) for fiscal years 2026 and 2027 exceeds 2024 EBITDA. The consideration paid will be equal to the difference, if any, between the product of the relevant multiple and average EBITDA for fiscal years 2026 and 2027 (less certain corporate expenses), and EBITDA for fiscal year 2024. The payment is expected to be settled in the first quarter of 2028. Additionally, the Company will pay an amount equal to any tax benefits related to the exercise of certain options held by the sellers immediately before the acquisition date, realized during the tax accounting periods December 31, 2024 through December 31, 2027.

Identified intangible assets associated with This is Beyond included trade name and customer relationship intangible assets of $10.4 million and $22.6 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 5 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The estimated fair value of the acquired trade name was determined using the relief from royalty method. The estimated fair value of the acquired customer relationship was determined using the excess earnings valuation method.

The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time that the condensed consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase prices in areas such as trade and other receivables, intangible assets, liabilities and goodwill. As a result, the preliminary allocation of the purchase price may change in the future.

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

(in millions)

 

May 2,
2025

 

Cash

 

$

33.9

 

Trade and other receivables

 

 

14.2

 

Prepaid expenses and other current assets

 

 

4.9

 

Goodwill

 

 

119.9

 

Intangible assets

 

 

33.0

 

Deferred revenues

 

 

(33.2

)

Accounts payable and other current liabilities

 

 

(2.7

)

Deferred tax liability

 

 

(4.5

)

Purchase price, including working capital adjustment

 

$

165.5

 

Insurtech Insights (“Insurtech”)

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 $27.9 million included an initial cash payment of $19.4 million, net of cash acquired of $1.0 million, an escrow payment of $2.7 million that was made in the second quarter of 2025 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 (loss) income. During the three and six months ended June 30, 2025, the acquisition of Insurtech generated revenue of $6.4 million and $11.0 million and net income of $2.2 million and $3.8 million, 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 Company has elected to apply the practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the acquisition.

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 third 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 Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time that the condensed consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase prices in areas such as trade and other receivables, intangible assets, liabilities and goodwill. As a result, the preliminary allocation of the purchase price may change in the future.

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

(in millions)

 

March 13,
2025

 

Cash

 

$

1.0

 

Trade and other receivables

 

 

4.5

 

Prepaid expenses and other current assets

 

 

1.8

 

Goodwill

 

 

27.4

 

Intangible assets

 

 

4.4

 

Deferred revenues

 

 

(9.5

)

Accounts payable and other current liabilities

 

 

(0.6

)

Deferred tax liability

 

 

(1.1

)

Purchase price, including working capital adjustment

 

$

27.9

 

Supplemental Pro-Forma Information

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
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2024

 

(in millions)

 

(Unaudited)

 

Pro-forma revenues(1)

 

 

 

 

 

 

This is Beyond

 

$

14.2

 

 

$

14.2

 

Insurtech

 

 

3.9

 

 

 

7.7

 

2024 acquisitions(2)

 

 

0.3

 

 

 

0.9

 

Emerald revenue

 

 

86.0

 

 

 

219.4

 

Total pro-forma revenues

 

$

104.4

 

 

$

242.2

 

 

 

 

 

 

 

Pro-forma net income (loss)(1)

 

 

 

 

 

 

This is Beyond

 

$

2.6

 

 

$

(0.5

)

Insurtech

 

 

0.5

 

 

 

1.0

 

2024 acquisitions(2)

 

 

(0.4

)

 

 

(0.5

)

Emerald net (loss) income

 

 

(2.8

)

 

 

8.2

 

Total pro-forma net (loss) income

 

$

(0.1

)

 

$

8.2

 
(1)
Pro-forma revenues and net income from the Plant Based World acquisition were not material to the three and six months ended June 30, 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.