Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35895 | |
Entity Registrant Name | THRYV HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-2740040 | |
Entity Address, Address Line One | 2200 West Airfield Drive, P.O. Box 619810 | |
Entity Address, City or Town | D/FW Airport | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75261 | |
City Area Code | (972) | |
Local Phone Number | 453-7000 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | THRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,437,980 | |
Entity Central Index Key | 0001556739 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 333,995 | $ 291,047 | $ 642,370 | $ 571,653 |
Cost of services | 106,013 | 112,607 | 216,532 | 210,767 |
Gross profit | 227,982 | 178,440 | 425,838 | 360,886 |
Operating expenses: | ||||
Sales and marketing | 91,813 | 87,394 | 185,768 | 163,934 |
General and administrative | 52,650 | 33,100 | 104,844 | 74,379 |
Impairment charges | 222 | 3,611 | 222 | 3,611 |
Total operating expenses | 144,685 | 124,105 | 290,834 | 241,924 |
Operating income | 83,297 | 54,335 | 135,004 | 118,962 |
Other income (expense): | ||||
Interest expense | (13,756) | (14,502) | (26,864) | (26,109) |
Interest expense, related party | (896) | (4,668) | (2,655) | (8,733) |
Other components of net periodic pension benefit | 9,153 | 272 | 9,223 | 725 |
Other income (expense) | 2,404 | (2,966) | 8,626 | (4,059) |
Income before income tax expense | 80,202 | 32,471 | 123,334 | 80,786 |
Income tax expense | (22,200) | (8,112) | (31,821) | (19,921) |
Net income | 58,002 | 24,359 | 91,513 | 60,865 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (10,139) | (1,478) | (4,691) | (4,445) |
Comprehensive income | $ 47,863 | $ 22,881 | $ 86,822 | $ 56,420 |
Net income per common share: | ||||
Basic (in dollars per share) | $ 1.69 | $ 0.72 | $ 2.68 | $ 1.82 |
Diluted (in dollars per share) | $ 1.61 | $ 0.66 | $ 2.47 | $ 1.72 |
Weighted-average shares used in computing basic and diluted net income per common share: | ||||
Basic (in shares) | 34,250,706 | 33,622,666 | 34,205,593 | 33,367,734 |
Diluted (in shares) | 36,137,989 | 36,687,030 | 37,048,087 | 35,352,445 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 13,746 | $ 11,262 |
Accounts receivable, net of allowance of $16,077 in 2022 and $17,387 in 2021 | 296,619 | 279,053 |
Contract assets, net of allowance of $50 in 2022 and $88 in 2021 | 3,554 | 5,259 |
Taxes receivable | 14,821 | 14,711 |
Prepaid expenses | 32,463 | 22,418 |
Indemnification asset | 25,233 | 24,346 |
Other current assets | 13,470 | 13,596 |
Total current assets | 399,906 | 370,645 |
Fixed assets and capitalized software, net | 45,078 | 50,938 |
Goodwill | 668,821 | 671,886 |
Intangible assets, net | 61,387 | 82,577 |
Deferred tax assets | 118,639 | 90,565 |
Other assets | 26,503 | 33,891 |
Total assets | 1,320,334 | 1,300,502 |
Current liabilities | ||
Accounts payable | 8,254 | 8,610 |
Accrued liabilities | 143,559 | 131,813 |
Current portion of unrecognized tax benefits | 30,658 | 29,771 |
Contract liabilities | 24,041 | 51,726 |
Current portion of long-term debt | 70,000 | 70,000 |
Other current liabilities | 17,069 | 15,214 |
Total current liabilities | 293,581 | 307,134 |
Term Loan, net | 382,254 | 309,672 |
Term Loan, related party | 30,348 | 142,875 |
ABL Facility | 56,609 | 39,929 |
Pension obligations, net | 115,655 | 140,167 |
Deferred tax liabilities | 2,224 | 10,798 |
Other liabilities | 28,049 | 35,212 |
Total long-term liabilities | 615,139 | 678,653 |
Commitments and contingencies (see Note 13) | ||
Stockholders' equity | ||
Common stock - $0.01 par value, 250,000,000 shares authorized; 61,121,058 shares issued and 34,435,516 shares outstanding at June 30, 2022; and 60,830,853 shares issued and 34,145,311 shares outstanding at December 31, 2021 | 611 | 608 |
Additional paid-in capital | 1,094,362 | 1,084,288 |
Treasury stock - 26,685,542 shares at June 30, 2022 and December 31, 2021 | (468,879) | (468,879) |
Accumulated other comprehensive income (loss) | (12,738) | (8,047) |
Accumulated deficit | (201,742) | (293,255) |
Total stockholders' equity | 411,614 | 314,715 |
Total liabilities and stockholders' equity | $ 1,320,334 | $ 1,300,502 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 16,077 | $ 17,387 |
Contract with customer, asset, allowance for credit loss | $ 50 | $ 88 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 61,121,058 | 60,830,853 |
Common stock, shares outstanding (in shares) | 34,435,516 | 34,145,311 |
Treasury stock (in shares) | 26,685,542 | 26,685,542 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Adjustment | Accumulated (Deficit) |
Beginning balance (in shares) at Dec. 31, 2020 | 59,590,422 | |||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2020 | (26,678,410) | |||||||
Beginning balance at Dec. 31, 2020 | $ 196,775 | $ (4,445) | $ 596 | $ 1,059,624 | $ (468,613) | $ 0 | $ (4,445) | $ (394,832) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 239,275 | |||||||
Exercise of stock options | (1,070) | $ 2 | (1,072) | |||||
Exercise of stock warrants (in shares) | 561,900 | |||||||
Exercise of stock warrants | 13,686 | $ 6 | 13,680 | |||||
Stock compensation expense | 3,892 | 3,892 | ||||||
Net income | 60,865 | 60,865 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2021 | (26,678,410) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 60,391,597 | |||||||
Ending balance at Jun. 30, 2021 | 269,703 | $ 604 | 1,076,124 | $ (468,613) | (4,445) | (333,967) | ||
Beginning balance (in shares) at Mar. 31, 2021 | 59,806,077 | |||||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2021 | (26,678,410) | |||||||
Beginning balance at Mar. 31, 2021 | 229,196 | (1,478) | $ 598 | 1,058,504 | $ (468,613) | (2,967) | (1,478) | (358,326) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 23,731 | |||||||
Exercise of stock options | 2,024 | 2,024 | ||||||
Exercise of stock warrants (in shares) | 561,789 | |||||||
Exercise of stock warrants | 13,681 | $ 6 | 13,675 | |||||
Stock compensation expense | 1,921 | 1,921 | ||||||
Net income | 24,359 | 24,359 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2021 | (26,678,410) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 60,391,597 | |||||||
Ending balance at Jun. 30, 2021 | $ 269,703 | $ 604 | 1,076,124 | $ (468,613) | (4,445) | (333,967) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 34,145,311 | 60,830,853 | ||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2021 | (26,685,542) | (26,685,542) | ||||||
Beginning balance at Dec. 31, 2021 | $ 314,715 | (4,691) | $ 608 | 1,084,288 | $ (468,879) | (8,047) | (4,691) | (293,255) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 290,205 | |||||||
Exercise of stock options | 4,339 | $ 3 | 4,336 | |||||
Stock compensation expense | 5,738 | 5,738 | ||||||
Net income | $ 91,513 | 91,513 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2022 | (26,685,542) | (26,685,542) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 34,435,516 | 61,121,058 | ||||||
Ending balance at Jun. 30, 2022 | $ 411,614 | $ 611 | 1,094,362 | $ (468,879) | (12,738) | (201,742) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 60,913,663 | |||||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2022 | (26,685,542) | |||||||
Beginning balance at Mar. 31, 2022 | 356,441 | $ (10,139) | $ 609 | 1,087,054 | $ (468,879) | (2,599) | $ (10,139) | (259,744) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 207,395 | |||||||
Exercise of stock options | 3,500 | $ 2 | 3,498 | |||||
Stock compensation expense | 3,810 | 3,810 | ||||||
Net income | $ 58,002 | 58,002 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2022 | (26,685,542) | (26,685,542) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 34,435,516 | 61,121,058 | ||||||
Ending balance at Jun. 30, 2022 | $ 411,614 | $ 611 | $ 1,094,362 | $ (468,879) | $ (12,738) | $ (201,742) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net income | $ 91,513 | $ 60,865 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 42,561 | 49,626 |
Amortization of debt issuance costs | 2,883 | 1,930 |
Deferred income taxes | (16,752) | (51,439) |
Provision for credit losses and service credits | 13,043 | 9,011 |
Stock-based compensation expense | 5,738 | 3,892 |
Other components of net periodic pension (benefit) | (9,223) | (725) |
Impairment charges | 222 | 3,611 |
(Gain) loss on foreign currency exchange rates | (1,622) | 640 |
Bargain purchase gain | (7,005) | 0 |
Other | 801 | 2,504 |
Changes in working capital items, excluding acquisitions: | ||
Accounts receivable | (10,298) | 70,491 |
Contract assets | 1,793 | 2,402 |
Prepaid expenses and other assets | 7,922 | (7,567) |
Accounts payable and accrued liabilities | (29,472) | (47,875) |
Other liabilities | (35,201) | (15,564) |
Net cash provided by operating activities | 56,903 | 81,802 |
Cash Flows from Investing Activities | ||
Additions to fixed assets and capitalized software | (9,648) | (14,315) |
Proceeds from the sale of fixed assets | 0 | 63 |
Acquisition of a business, net of cash acquired | (22,777) | (174,190) |
Net cash (used in) investing activities | (32,425) | (188,442) |
Cash Flows from Financing Activities | ||
Proceeds from ABL Facility | 488,547 | 545,809 |
Payments of ABL Facility | (471,866) | (567,025) |
Proceeds from exercises of stock options and stock warrants | 4,338 | 17,265 |
Other | 0 | (13,960) |
Net cash (used in) provided by financing activities | (21,481) | 123,479 |
Effect of exchange rate changes on cash and cash equivalents | (627) | (819) |
Increase in cash and cash equivalents and restricted cash | 2,370 | 16,020 |
Cash and cash equivalents and restricted cash, beginning of period | 13,557 | 2,406 |
Cash and cash equivalents and restricted cash, end of period | 15,927 | 18,426 |
Supplemental Information | ||
Cash paid for interest | 24,915 | 37,608 |
Cash paid for income taxes, net | 36,934 | 38,411 |
New Term Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from Term Loan | 0 | 418,070 |
Proceeds from Term Loan, related party | 0 | 260,930 |
Repayments of term loan | (36,828) | (62,089) |
Repayments of term loan, related party | (5,672) | (25,911) |
Senior Term Loan | ||
Cash Flows from Financing Activities | ||
Repayments of term loan | 0 | (335,821) |
Repayments of term loan, related party | $ 0 | $ (113,789) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies General Thryv Holdings, Inc. (“ Thryv ” or the “ Company ”) provides small-to-medium sized businesses (“ SMBs ”) with print and digital marketing services and Software as a Service (“ SaaS ”) business management tools. The Company owns and operates Print Yellow Pages (“ PYP ” or “Print” ) and digital marketing services ( “Digital” ), which includes Internet Yellow Pages (“ IYP ”), search engine marketing (“ SEM ”), and other digital media services, including online display advertising, and search engine optimization (“ SEO ”) tools. In addition, through the Thryv® platform, the Company is a provider of SaaS business management tools designed for SMBs. On January, 21, 2022, Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial Media Holdings, Inc. (“ Vivial ”), a marketing and advertising company with operations in the United States . Additionally, o n March 1, 2021, the Company completed the acquisition of Sensis Holding Limited (“ Thryv Australia ”), a provider of marketing solutions serving SMBs in Australia . During the second quarter of 2022, the Company reevaluated its segment reporting and determined that its Thryv International SaaS business should be reflected as a separate reportable segment. As such, beginning on April 1, 2022, the results of our international SaaS business are being presented separately from the results of our international marketing services business. Comparative prior periods have been recast to reflect the current presentation. The Company reports its results based on four reportable segments (see Note 15, Segment Information) : • Thryv U.S. Marketing Services, which includes the Company's Print and Digital solutions business in the United States; • Thryv U.S. SaaS, which includes the Company's flagship SMB end-to-end customer experience platform in the United States; • Thryv International Marketing Services, which is comprised of Thryv's Print and Digital solutions business in Australia; and • Thryv International SaaS, which includes the SaaS business management tools for SMBs in Australia. Basis of Presentation The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“ U.S. GAAP ”). The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three and six months ended June 30, 2022 and 2021 have been prepared on the same basis as the audited annual financial statements . The consolidated balance sheet as of December 31, 2021 was derived from the audited annual financial statements. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited financial statements and related footnotes for the year ended December 31, 2021. Use of Estimates The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities. Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts relating to the accounting for income taxes, including valuation allowance, indemnification asset, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, accrued service credits, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets. Due to the novel strain of coronavirus, commonly referred to as COVID-19 (“ COVID-19 ”) and the uncertainty of the extent of the impacts related thereto, certain estimates and assumptions may require increased judgment. As events continue to evolve and additional information becomes available, these estimates may change in future periods. It is difficult to predict what the ongoing impact of the pandemic will be on future periods. Summary of Significant Accounting Policies Except for the adoption of ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ ASU 2021-08 ”) , as described below, there have been no changes to the Company’s significant accounting policies as of and for the three and six months ended June 30, 2022 as compared to the significant accounting policies included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 ( “ 2021 Form 10-K ” ). Restricted Cash The following table presents a reconciliation of Cash and cash equivalents and Restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the six months ended June 30, 2022 and 2021: (in thousands) June 30, 2022 June 30, 2021 December 31, 2021 Cash and cash equivalents $ 13,746 $ 15,785 $ 11,262 Restricted cash, included in Other current assets 2,181 2,641 2,295 Total Cash and cash equivalents and restricted cash $ 15,927 $ 18,426 $ 13,557 Foreign Currency The functional currency of the Company’s foreign operating subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, with the resulting translation adjustments directly recorded to a separate component of Accumulated other comprehensive income. Income and expense accounts are translated at the weighted-average exchange rates during the period. Transaction gains or losses in currencies other than the functional currency are included as a component of Other income (expense), net in the Company's consolidated statements of operations and comprehensive income (loss). Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Vivial Acquisition On January 21, 2022 (the “ Vivial Acquisition Date ”), Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial, a marketing and advertising company, for $22.8 million in cash (net of $8.5 million of cash acquired), subject to certain adjustments (the “ Vivial Acquisition ”). The assets acquired as part of these transactions consisted primarily of $27.7 million in current assets and $9.8 million in fixed and intangible assets, consisting primarily of customer relationships and technology assets, $15.4 million in deferred tax assets, along with a $7.0 million bargain purchase gain. The Vivial Acquisition resulted in a bargain purchase gain in part because the seller was motivated to divest its marketing services business that was in secular decline. The Company also assumed liabilities of $25.2 million, consisting primarily of accounts payable and accrued liabilities. The assessment of fair value of assets acquired and liabilities assumed is preliminary and is based on information that was available to management at the time these consolidated financial statements were prepared. The finalization of the Company’s acquisition accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, which could be material. The Company accounted for the Vivial Acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations ( “ ASC 805 ” ) . This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements ), the fair value of certain assets and liabilities, including fixed assets and intangible assets by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method and assumptions related to Vivial’s assets acquired and liabilities assumed. The preliminary purchase price allocation is expected to be finalized within 12 months after the Vivial Acquisition Date. The fair values of fixed assets, intangible assets and other assets acquired and liabilities assumed have been prepared on a preliminary basis with information currently available and are subject to change. Management is still reviewing the characteristics and assumptions related to Vivial’s assets acquired and liabilities assumed. The following table summarizes the assets acquired and liabilities assumed at the Vivial Acquisition Date: (in thousands) Current assets $ 27,705 Fixed and intangible assets 9,759 Deferred tax assets 15,447 Other assets 2,087 Current liabilities (23,570) Other liabilities (1,646) Bargain purchase gain (7,005) Fair value allocated to net assets acquired, net of bargain purchase gain $ 22,777 The deferred tax asset primarily relates to excess carryover tax basis over book basis in intangibles as a result of the assessment of the fair value of the assets and liabilities assumed using the acquisition method of accounting. The Vivial Acquisition has contributed $53.0 million in revenue since the Vivial Acquisition Date. As of June 30, 2022, the Company increased the purchase price by $0.8 million as a result of customary working capital adjustments and reclassified the presentation of certain assets and liabilities. The effect of these measurement period adjustments resulted in a $0.3 million decrease in the bargain purchase gain for the three months ended June 30, 2022. Thryv Australia Acquisition On March 1, 2021 (the “ Thryv Australia Acquisition Date ”), Thryv Australia Holdings Pty Ltd (formerly Thryv Australia Pty Ltd) (“ Buyer ”), an Australian proprietary limited company and a direct wholly-owned subsidiary of Thryv International Holding LLC, a direct and wholly owned subsidiary of the Company, acquired all of the issued and outstanding equity interests of (i) Sunshine NewCo Pty Ltd, an Australian proprietary limited company, and its subsidiaries, and (ii) Thryv Australia, a private limited company incorporated under the laws of England and Wales, and its subsidiaries (collectively, the “ Thryv Australia Acquisition ”). The Thryv Australia Acquisition expanded the Company's market share with a broader geographical footprint. Additionally, the Thryv Australia Acquisition provided the Company with a significant increase in clients. Thryv Australia is a provider of marketing solutions serving SMBs in Australia. Control was obtained by means of acquiring all the voting interests. In connection with the Thryv Australia Acquisition, the Company paid consideration of approximately $216.2 million in cash, subject to customary closing adjustments, financed by the Term Loan (as defined in Note 8, Debt Obligations ) that was entered into on the Thryv Australia Acquisition Date. All acquisition-related costs, amounting t o $8.7 million, were expensed as incurred by the Company and no portion of these costs are included in consideration transferred. These costs were presented within General and administrative expense i n the Company's consolidated statement of operations and comprehensive income . Additionally, as part of the effort to fund the Thryv Australia Acquisition, the Company incurred debt issuance costs of $4.2 million related to the Term Loan, of which $2.5 million was capitalized and is being amortized using the effective interest method. See Note 8, Debt Obligations . The Company accounted for the Thryv Australia Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements ), the fair value of certain assets and liabilities, including fixed assets, intangible assets, and contract liabilities, by applying a combination of the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method. The following table summarizes the consideration transferred and the purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Thryv Australia Acquisition Date: (in thousands) Total cash consideration $ 216,164 Total purchase consideration, as allocated below: $ 216,164 Cash and cash equivalents $ 40,794 Accounts receivable and other current assets 72,404 Other assets 34,962 Fixed assets and capitalized software 18,856 Intangible assets: Client relationships (estimated useful life of 3.5 years) 101,839 Trademarks (estimated useful life of 3.5 years) 24,877 Accounts payable (15,038) Accrued liabilities (41,724) Contract liabilities (27,075) Other current liabilities (6,733) Deferred tax liabilities (35,884) Other liabilities (15,506) Total identifiable net assets $ 151,772 Goodwill 64,392 Total net assets acquired $ 216,164 The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $64.4 million was primarily related to the benefits expected from the Thryv Australia Acquisition and was allocated to the Thryv International Marketing Services segment. The goodwill recognized is not deductible for income tax purposes. Pro Forma Results The pro forma combined financial information presented below was derived from the historical financial records of Thryv and Thryv Australia and presents the operating results of the combined Company, as if the Thryv Australia Acquisition had occurred on January 1, 2020. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense and related tax effects. The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Thryv Australia Acquisition been completed as of January 1, 2020, nor is it meant to be indicative of future results of operations that the combined entity will achieve: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2021 Revenue $ 321,162 $ 639,914 Net income (loss) 45,816 98,231 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company has determined that each of its Print and Digital marketing services and SaaS business management tools services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s Print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market(s). Therefore, revenue associated with Print services is recognized at a point in time upon delivery to the intended market(s). The Company bills customers for Print advertising services monthly over the relative contract term. The difference between the timing of recognition of Print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the customers are invoiced each month. SaaS and Digital marketing services are recognized using the series guidance. Under the series guidance, the Company's obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Revenue associated with SaaS and Digital marketing services is recognized over time using an output method to measure the progress toward satisfying a performance obligation. Disaggregation of Revenue The Company presents disaggregated revenue based on the type of service within its segment footnote. During the first quarter of 2022, the Company adjusted the disaggregated service revenue methodology it uses to manage the business. The six months ended June 30, 2022 and 2021 reflect the current methodology. See Note 15, Segment Information . Contract Assets and Liabilities The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) as disclosed on the Company's consolidated balance sheets. Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. For the three and six months ended June 30, 2022, the Company recognized Revenue of $12.9 million and $25.9 million, respectively, that was recorded in Contract liabilities as of December 31, 2021 . For the three and six months ended June 30, 2021, the Company recognized Revenue of $4.7 million and $9.5 million, respectively, that was recorded in Contract liabilities as of December 31, 2020. Pandemic Credits During the three and six months ended June 30, 2021, the Company recognized pandemic credits o f $0.8 million and $3.0 million, respectively, provided to customers most impacted by COVID-19. The Company has reflected these price concessions as reduction to Revenue in the consolidated statements of operations and comprehensive income. During the three and six months ended June 30, 2022, the Company did not recognize any pandemic credits. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 — Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques. These valuations require significant judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of each reporting period. Other than the value of the indemnification asset described below, during the three and six months ended June 30, 2022 and 2021, there were no transfers between levels in the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company’s non-financial assets such as goodwill, intangible assets, fixed assets, capitalized software and operating lease right-of-use assets are adjusted to fair value when the net book values of the assets exceed their respective fair values, resulting in an impairment charge. Such fair value measurements are predominantly based on Level 3 inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis Indemnification Asset On June 30, 2017, the Company completed the acquisition of YP Holdings, Inc. (the “ YP Acquisition ”). As further discussed in Note 13, Contingent Liabilities , as part of the YP Acquisition agreement, the Company is indemnified for an uncertain tax position for up to the fair value of 1,804,715 shares held in escrow, subject to certain contract limitations (the “indemnification asset” ) . Due to an increase in the Company’s common stock share price as of June 30, 2022, the number of shares expected to be returned to seller is 1,126,990, which represents the number of shares required to satisfy the uncertain tax position less $8.0 million. As of June 30, 2022 and December 31, 2021, the fair value of the Company's Level 1 indemnification asset was $25.2 million and $24.3 million, respectively. A gain of $0.5 million and $0.9 million from the change in fair value of the Company’s Level 1 indemnification asset during the three and six months ended June 30, 2022, respectively, was recorded in General and administrative expense on the Company's consolidated statements of operations and comprehensive income. Benefit Plan Assets The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 2 inputs. See Note 9, Pensions . Fair Value of Financial Instruments The Company considers the carrying amounts of cash, trade receivables, and accounts payable to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, the Company considers the carrying amounts of its ABL Facility (as defined in Note 8, Debt Obligations ) and financing obligations to approximate their respective fair values due to their short-term nature and approximation of interest rates to market rates. These fair value measurements are considered Level 2. See Note 8, Debt Obligations . The Term Loan (as defined in Note 8, Debt Obligations ) is carried at amortized cost; however, the Company estimates the fair value of the Term Loan for disclosure purposes. The fair value of the Term Loan is determined based on quoted prices that are observable in the marketplace and are classified as Level 2 measurements. See Note 8, Debt Obligations . The following table sets forth the carrying amount and fair value of the Term Loan: June 30, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 482,602 $ 482,602 $ 522,547 $ 533,651 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following tables set forth the changes in the carrying amount of goodwill for the Company for six months ended June 30, 2022 and the year ended December 31, 2021 : Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Balance as of December 31, 2020 $ 390,573 $ 218,884 $ — $ — $ 609,457 Thryv Australia Acquisition — — 64,392 — 64,392 Effects of foreign currency translation — — (1,963) — (1,963) Balance as of December 31, 2021 $ 390,573 $ 218,884 $ 62,429 $ — $ 671,886 Effects of foreign currency translation — — (3,065) — (3,065) Balance as of June 30, 2022 $ 390,573 $ 218,884 $ 59,364 $ — $ 668,821 Intangible Assets The following tables set forth the details of the Company's intangible assets as of June 30, 2022 and December 31, 2021 : As of June 30, 2022 (in thousands) Gross Accumulated Net Weighted Client relationships $ 797,484 $ (758,636) $ 38,848 2.5 Trademarks and domain names 223,517 (203,233) 20,284 1.5 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 4,455 (2,200) 2,255 2.2 Total intangible assets $ 1,045,056 $ (983,669) $ 61,387 2.0 As of December 31, 2021 (in thousands) Gross Accumulated Net Weighted Client relationships $ 797,053 $ (747,197) $ 49,856 2.7 Trademarks and domain names 223,582 (193,772) 29,810 1.9 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 4,373 (1,462) 2,911 2.6 Total intangible assets $ 1,044,608 $ (962,031) $ 82,577 2.4 Amortization expense for intangible assets for the three and six months ended June 30, 2022 was $11.8 million and $25.0 million , respectively. Amortization expense for the three and six months ended June 30, 2021 was $21.0 million and $30.9 million, respectively. Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2022 $ 26,048 2023 23,313 2024 11,303 2025 723 Total $ 61,387 |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The following table sets forth the Company's allowance for credit losses: (in thousands) 2022 2021 Balance as of January 1 $ 17,475 $ 33,368 Acquisitions — 2,733 Additions (1) 7,880 292 Deductions (2) (9,228) (14,787) Balance as of June 30 (3) $ 16,127 $ 21,606 (1) For the six months ended June 30, 2022 and 2021, represents provision for bad debt expense of $7.9 million and $0.3 million, respectively, which is included in General and administrative expense. For the three months ended June 30, 2022 and 2021, the Company recorded a provision for bad debt expense of $4.6 million and a benefit for bad debt expense of $1.7 million, respectively, which is included in General and administrative expense. (2) For the six months ended June 30, 2022 and 2021, represents amounts written off as uncollectible, net of recoveries. (3) As of June 30, 2022, $16.1 million of the allowance is attributable to Accounts receivable and $0.1 million is attributable to Contract assets. As of June 30, 2021, $21.4 million of the allowance is attributable to Accounts receivable and $0.2 million is attributable to Contract assets. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The following table sets forth additional financial information related to the Company's accrued liabilities: (in thousands) June 30, 2022 December 31, 2021 Accrued salaries and related expenses $ 48,124 $ 58,440 Accrued severance 651 1,720 Accrued taxes 34,705 17,660 Accrued expenses 57,388 51,224 Accrued service credits 2,691 2,769 Accrued liabilities $ 143,559 $ 131,813 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table sets forth the Company's outstanding debt obligations as of June 30, 2022 and December 31, 2021: (in thousands) Maturity Interest Rate June 30, 2022 December 31, 2021 Term Loan March 1, 2026 LIBOR + 8.5% $ 499,500 $ 542,000 ABL Facility (Fifth Amendment) March 1, 2026 3-month LIBOR + 3.0% 56,609 39,929 Unamortized original issue discount and debt issuance costs (16,898) (19,453) Total debt obligations $ 539,211 $ 562,476 Current portion of Term Loan (70,000) (70,000) Total long-term debt obligations $ 469,211 $ 492,476 Term Loan On March 1, 2021, the Company entered into a Term Loan credit agreement (the “ Term Loan ”). The proceeds of the Term Loan were used to finance the Thryv Australia Acquisition, refinance in full the Company's existing term loan facility (the “ Senior Term Loan ”), and pay fees and expenses related to the Thryv Australia Acquisition and related financing. The Term Loan established a senior secured term loan facility (the “ Term Loan Facility ”) in an aggregate principal amount equal to $700.0 million, of which 38.4% was held by related parties who were equity holders of the Company, as of March 1, 2021. The Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of June 30, 2022 , 7.4% of the Term Loan was held by related parties who were equity holders of the Company, as of that date. The Term Loan Facility matures on March 1, 2026 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans). The Term Loan Facility requires mandatory amortization payments equal to $17.5 million per fiscal quarter . The net proceeds from the Term Loan of $674.9 million (net of original issue discount costs of $21.0 million and third-party fees of $4.1 million) were used to repay the remaining $449.6 million outstanding principal balance of the Senior Term Loan, accrued interest of $0.4 million, and third-party fees of $0.1 million. The Company accounted for this transaction with existing lenders as a modification. The transaction with other lenders party to only the Senior Term Loan was accounted for as an extinguishment. Accordingly, total third-party fees paid were $4.2 million, of which $1.7 million was immediately charged to General and administrative expense on the Company's consolidated statement of operations and comprehensive income. The remaining third-party fees of $2.5 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the loan, using the effective interest method. Additionally, there were unamortized debt issuance costs of $0.4 million on the existing Senior Term Loan, of which $0.3 million was written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statement of operations and comprehensive income. The remaining unamortized debt issuance costs of $0.1 million will be deferred as debt issuance costs and amortized to interest expense, over the term of the Term Loan, using the effective interest method. The Term Loan, which was incurred by Thryv, Inc., the Company’s operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and the Company, and is guaranteed by the Company and certain of its subsidiaries. In accordance with the Term Loan and the Senior Term Loan, the Company recorded interest expense with related parties for the three months ended June 30, 2022 and 2021 of $0.9 million and $4.7 million, respectively, and for the six months ended June 30, 2022 and 2021 of $2.7 million and $8.7 million, respectively. The Company has recorded accrued interest of $5.0 million and $3.4 million as of June 30, 2022 and December 31, 2021, respectively. Accrued interest is included in Other current liabilities on the Company's consolidated balance sheets. Term Loan Covenants The Term Loan contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, sales of assets, sale-leaseback transactions, swap agreements, payments of dividends or distributions, payments in respect of certain indebtedness, certain affiliate transactions, restrictive amendments to agreements, changes in business, amendments of certain material documents, capital expenditures, mergers, consolidations and liquidations, and use of the proceeds. Additionally, the Company is required to maintain compliance with a Total Net Leverage Ratio, calculated as Net Debt to Consolidated EBITDA, which shall not be greater than 3.0 to 1.0 as of the last day of each fiscal quarter. As of June 30, 2022, the Company was in compliance with its Term Loan covenants. The Company also expects to be in compliance with these covenants for the next twelve months. ABL Facility On March 1, 2021, the Company entered into an agreement to amend (the “ ABL Amendment ”) the June 30, 2017 ABL Facility (the “ ABL Facility ”). The ABL Amendment was entered into in order to permit the Senior Term Loan refinancing, the Thryv Australia Acquisition and make certain other changes to the ABL credit agreement, including, among others: • revise the maximum revolver amount to $175.0 million; • reduce the interest rate per annum to (i) 3-month LIBOR plus 3.00% for LIBOR loans and (ii) base rate plus 2.00% for base rate loans; • reduce the commitment fee on undrawn amounts under the ABL Facility to 0.375%; • extend the maturity date of the ABL Facility to the earlier of March 1, 2026 and 91 days prior to the stated maturity date of the Term Loan Facility; • add the Australian subsidiaries acquired pursuant to the Thryv Australia Acquisition as borrowers and guarantors, and establish an Australian borrowing base; and • make certain other conforming changes consistent with the Term Loan agreement. The Company accounted for this transaction as a modification of the ABL Facility. Accordingly, the existing unamortized debt issuance costs of $2.4 million, as well as additional third-party fees and lender fees of $0.9 million associated with the latest ABL Amendment, will be deferred and amortized over the new term of the ABL Facility. As of June 30, 2022 and December 31, 2021, the Company had debt issuance costs with a remaining balance of $2.4 million and $2.7 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets. As of June 30, 2022, the Company had borrowing capacity of $76.2 million under the ABL Facility. ABL Facility Covenants The ABL Facility contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, disposals of assets, payments of certain indebtedness, certain affiliate transactions, changes in fiscal year or accounting methods, issuance or sale of equity instruments, mergers, liquidations and consolidations, use of proceeds, maintenance of certain deposit accounts, compliance with certain ERISA requirements and compliance with certain Australian tax requirements. The Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) Consolidated EBITDA as defined in the ABL credit agreement for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid during such period, (c) all federal, state, and local income taxes accrued during such period, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or their affiliates during such period, and (e) all restricted payments paid during such period (whether in cash or other property, other than common equity interest). The Company is also required to maintain excess availability of at least $14.0 million, and U.S. excess availability of $10.0 million, in each case, at all times. As of June 30, 2022, the Company was in compliance with its ABL Facility covenants. The Company also expects to be in compliance with these covenants for the next twelve months. |
Pensions
Pensions | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Pensions | Pensions The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The Company immediately recognizes actuarial gains and losses in its operating results in the period in which the gains and losses occur. The Company estimates the interest cost component of net periodic pension cost by utilizing a full yield curve approach and applying the specific spot rates along the yield curve used in the determination of the benefit obligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates. Net Periodic Pension Cost The following table details the other components of net periodic pension cost for the Company's pension plans: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Interest cost $ 3,418 $ 2,618 $ 6,836 $ 5,234 Expected return on assets (3,489) (2,890) (6,977) (5,780) Settlement (gain) (390) — (390) (15) Remeasurement (gain) (8,692) — (8,692) (164) Net periodic pension (benefit) $ (9,153) $ (272) $ (9,223) $ (725) Since all pension plans are frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows. During the three and six months ended June 30, 2022, t he Company recognized a settlement gain of $0.4 million. In addition, during the three and six months ended June 30, 2022, as a result of an interim actuarial valuation due to the settlement of one of the Company's pension plans, the Company recognized a remeasurement gain of $8.7 million . During the six months ended June 30, 2021, t he Company recognized a settlement gain of less than $0.1 million and a remeasurement gain of $0.2 million. During the three months ended June 30, 2021, the Company did not recognize a settlement gain or a remeasurement gain. During the three and six months ended June 30, 2022, the Company made cash contributions of $7.5 million and $15.0 million, respectively, to the qualified plans and contributions and associated payments of $0.1 million and $0.3 million, respectively, to the non-qualified plans. During the three and six months ended June 30, 2021, the Company made cash contributions of $10.0 million and $15.0 million, respectively, to the qualified plans, and contributions and associated payments of $0.2 million and $0.9 million, respectively, to the non-qualified plans. |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation and Stockholders' Equity | Stock-Based Compensation and Stockholders' Equity Stock-Based Compensation Expense The following table sets forth stock-based compensation expense recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Cost of services $ 131 $ 83 $ 207 $ 164 Sales and marketing 1,833 794 2,602 1,626 General and administrative 1,846 1,044 2,929 2,102 Stock-based compensation expense $ 3,810 $ 1,921 $ 5,738 $ 3,892 The following table sets forth stock-based compensation expense by award type during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Stock options $ 1,507 $ 1,557 $ 3,060 $ 3,241 ESPP 758 364 1,133 651 RSUs 792 — 792 — PSUs 753 — 753 — Stock-based compensation expense $ 3,810 $ 1,921 $ 5,738 $ 3,892 Restricted Stock Units On May 3, 2022, the Compensation Committee of the Company’s Board of Directors (the “ Compensation Committee ”) approved a form of award agreement (the “ RSU Award Agreement ”) for grants of restricted stock units (“ RSUs ”) to the Company’s named executive officers under the Company’s 2020 Incentive Award Plan (the “ 2020 Plan ”). Additionally, on June 17, 2022, the Compensation Committee approved a form of award agreement for grants of RSUs to the Company’s non-employee directors (the “ Non-Employee Director RSU Award Agreement ”) under the 2020 Plan. Pursuant to the RSU Award Agreement and the Non-Employee Director RSU Award Agreement, each RSU entitles the recipient to one share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements. The fair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest over the requisite service period, which ranges between eight months and three years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members. As of June 30, 2022, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately $12.8 million and is expected to be recognized over a weighted average period of 2.42 years. As of June 30, 2022, there were 525,735 RSUs expected to vest with a weighted average grant-date fair value of $25.93 per unit. Performance-Based Restricted Stock Units On May 3, 2022, the Compensation Committee of the Company’s Board of Directors approved a form of award agreement (the “ PSU Award Agreemen t”) for grants of performance-based restricted stock units (“ PSUs ”), under the Company’s 2020 Plan. Pursuant to the PSU Award Agreement, each PSU entitles the recipient to one share of the Company’s common stock, subject to performance-based vesting conditions set forth in individual agreements. The PSUs will vest, if at all, following the achievement of certain performance measures over a three year performance period, relative to certain performance and market conditions. Grant date fair value of PSUs, that vest relative to a performance condition, is measured based upon the market closing price of the Company’s common stock on the date of grant and expensed on a straight-line basis when it becomes probable that the performance conditions will be satisfied, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. Grant date fair value of PSUs, that vest relative to a market condition, is measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. As of June 30, 2022, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately $11.9 million and is expected to be recognized over a weighted average period of 2.51 years. As of June 30, 2022, there were 473,371 PSUs expected to vest with a weighted average grant-date fair value of $26.76 per unit. Stock Options During the six months ended June 30, 2022, the Company issued an aggregate of 134,719 shares of common stock to employees upon the exercise of options previously granted under the 2016 and 2020 Stock Incentive Plan(s) at exercise prices ranging from $3.68 to $13.82 per share. During the six months ended June 30, 2021, the Company issued an aggregate of 239,275 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan at exercise prices ranging from $3.68 to $13.82 per share. Employee Stock Purchase Plan During the six months ended June 30, 2022 and June 30, 2021, the Company issued 155,486 and 149,865 shares, respectively, through the Employee Stock Purchase Plan. Stock Warrants As of June 30, 2022 and December 31, 2021 , the Company had 9,432,064 fully vested outstanding warrants. As of June 30, 2022 and December 31, 2021, the holders of such warrants were entitled to purchase, in the aggregate, up to 5,240,035 shares of common stock. Warrants can be exercised at a strike price of $24.39 per common share. The warrants were issued in 2016 upon the Company's emergence from its pre-packaged bankruptcy. These warrants expire on August 15, 2023. No warrants were exercised during the three and six months ended June 30, 2022 . During the three and six months ended June 30, 2021, 1,011,224 and 1,011,424 warrants, respectively, were exercised. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table sets forth the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2022 2021 2022 2021 Basic net income per share: Net income $ 58,002 $ 24,359 $ 91,513 $ 60,865 Weighted-average common shares outstanding during the period 34,250,706 33,622,666 34,205,593 33,367,734 Basic net income per share $ 1.69 $ 0.72 $ 2.68 $ 1.82 Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2022 2021 2022 2021 Diluted net income per share: Net income $ 58,002 $ 24,359 $ 91,513 $ 60,865 Basic shares outstanding during the period 34,250,706 33,622,666 34,205,593 33,367,734 Plus: Common stock equivalents associated with stock option awards 1,887,283 3,064,364 2,842,494 1,984,711 Diluted shares outstanding 36,137,989 36,687,030 37,048,087 35,352,445 Diluted net income per share $ 1.61 $ 0.66 $ 2.47 $ 1.72 The computation of diluted shares outstanding for the three months ended June 30, 2022 excluded 525,735 outstanding RSU's and 473,371 outstanding PSUs as their effect would have been anti-dilutive, while th e computation of diluted shares outstanding for the six months ended June 30, 2022 ex cluded 262,868 outstanding RSUs, 236,686 outstanding PSUs, and 16,546 ESPP shares, as their effect would have been anti-dilutive . The computation of diluted shares outstanding for the three months ended June 30, 2021 did not exclude any shares whose effect would have been anti-dilutive, while the computation of diluted shares outstanding for the six months ended June 30, 2021 excluded 388,892 outstanding stock options, 36,940 ESPP shares, and 10,458,655 outstanding stock warrants, as their effect would have been anti-dilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate (“ ETR ”) was 27.7% and 25.8% for the three and six months ended June 30, 2022 , and 25.0% and 24.7% for the three and six months ended June 30, 2021. The Company's ETR differs from the 21.0% U.S. Federal statutory rate primarily due to our geographic mix of taxable income in various tax jurisdictions and permanent tax differences attributable to the net impact of non-U.S. taxing jurisdictions. As of June 30, 2022 and December 31, 2021, the Company had $20.7 million and $20.8 million, respectively, of unrecognized tax benefits, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of June 30, 2022 and December 31, 2021, the Company had $10.4 million and $9.6 million, respectively, recorded for interest on the consolidated balance sheets. The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. The Company expects to complete resolution of certain tax years with various tax authorities within the next 12 months. The Company believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by up to $20.2 million within the next 12 months, affecting the Company’s effective tax rate if realized. |
Contingent Liabilities
Contingent Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities | Contingent Liabilities Litigation The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates. The Company establishes reserves for the estimated losses on specific contingent liabilities for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, losses are considered probable, but the Company is not able to make a reasonable estimate of the liability because of the uncertainties related to the outcome or the amount or range of potential loss. For these matters, disclosure is made, but no amount is reserved. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on the Company's consolidated statements of operations and comprehensive income, balance sheets or cash flows. Section 199 and Research and Development Tax Case Section 199 of the Internal Revenue Code of 1986, as amended (the “Tax Code” ) provides for deductions for manufacturing performed in the U.S. The Internal Revenue Service (“ IRS ”) has taken the position that directory providers are not entitled to take advantage of the deductions because printing vendors are already taking deductions and only one taxpayer can claim the deduction. The Tax Code also grants tax credits related to research and development expenditures. The IRS also takes the position that the expenditures have not been sufficiently documented to be eligible for the tax credit. The Company disagrees with these positions. The IRS has challenged the Company's positions. With respect to the tax years 2012 through June 2015 for the YP LLC partnership, the IRS sent 90-day notices to DexYP on August 29, 2018. In response, the Company filed three petitions (in the names of various related partners) in U.S. Tax Court, and the IRS filed answers to those petitions. The three cases were consolidated by the court and were referred back to IRS Administrative Appeals for settlement negotiations, during which time the litigation was suspended. The appeals conference for YP occurred on May 9, 2022 and the Appeals Officer intends to conduct settlement negotiations in late August of 2022. In advance of the IRS Appeals conference, the parties reached an agreement regarding additional research and development tax credits for the tax years at issue whereby the IRS will allow more tax credits than were originally claimed on the tax returns. With respect to the tax year from July to December 2015 for the Print Media LLC partnership, the Company was recently unsuccessful in its attempt to negotiate a settlement with IRS Administrative Appeals, and the IRS issued a 90-day notice to the Company. The Company filed a petition in the U.S. Tax Court to challenge the IRS denial. As of June 30, 2022 and December 31, 2021, the Company has reserved approximately $32.8 million and $31.9 million, respectively, in connection with the 199 disallowance and less than $0.1 million related to the research and development tax credit disallowance. Pursuant to the YP Acquisition agreement, the Company is entitled to (i) a dollar-for-dollar indemnification for the research and development tax liability, and (ii) a dollar-for-dollar indemnification for the 199-tax liability after the Company pays the first $8.0 million in liability. The indemnification asset, however, is subject to a provision in the YP Acquisition agreement that limits the seller’s liability. The balance of the indemnification asset is $25.2 million and $24.3 million at June 30, 2022 and December 31, 2021, respectively. Other New York Sales, Excise, and Use Tax Audit On August 19, 2020, the New York State Department of Taxation and Finance issued a notice to the Company assigning a routine audit of the Company's sales, excise, and use tax account for the audit period covering March 1, 2017 through May 31, 2020. The Company has reserved $3.2 million for the total combined exposure for the period, which is accrued on the Company's consolidated balance sheet as of June 30, 2022. Ohio Use Tax Audit In November 2021, the Company received a notice from the Ohio Department of Taxation Audit Division requesting to schedule an audit of the Ohio use tax records for the period of October 1, 2015 through September 30, 2021. The Company has reserved $1.3 million for this period, which is accrued on the Company’s consolidated balance sheets as of June 30, 2022. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in accumulated other comprehensive income (loss), which is reported as a component of stockholders' equity, for the six months ended June 30, 2022 and 2021: Accumulated Foreign Currency Translation Adjustment (in thousands) 2022 2021 Beginning balance at January 1, $ (8,047) $ — Foreign currency translation adjustment, net of tax expense of $3.9 million and $1.5 million, respectively (4,691) (4,445) Ending balance at June 30, $ (12,738) $ (4,445) |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information During the second quarter of 2022, the Company revised its segment reporting, as discussed in Note 1. The Company determined that the Company manages its operations using four operating segments, which are also its reportable segments: (1) Thryv U.S. Marketing Services, (2) Thryv U.S. SaaS, (3) Thryv International Marketing Services, and (4) Thryv International SaaS. As of January 1, 2022, the Company's Chief Executive Officer, who is also the chief operating decision maker (“ CODM ”), began incl uding gross profit by segment in the Company's reporting to assess segment performance and allocate resources. As such, gross profit by segment has been added to the current and comparative prior period. The Company does not allocate assets to its segments and the CODM does not evaluate performance or allocate resources based on segment asset data, and, therefore, such information is not presented. The following tables summarize the operating results of the Company's reportable segments: Three Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 222,570 $ 51,167 $ 59,218 $ 1,040 $ 333,995 Segment Gross Profit 151,774 32,092 43,627 489 227,982 Segment Adjusted EBITDA 83,674 197 34,545 (2,416) 116,000 Three Months Ended June 30, 2021 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 202,795 $ 41,386 $ 46,857 $ 9 $ 291,047 Segment Gross Profit 136,831 25,314 16,290 5 178,440 Segment Adjusted EBITDA 82,684 (2,119) 16,183 5 96,753 Six Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 435,103 $ 98,510 $ 106,882 $ 1,875 $ 642,370 Segment Gross Profit 288,284 61,501 75,343 710 425,838 Segment Adjusted EBITDA 150,069 (4,167) 58,642 (4,827) 199,717 Six Months Ended June 30, 2021 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 430,728 $ 78,637 $ 62,279 $ 9 $ 571,653 Segment Gross Profit 292,992 48,481 19,408 5 360,886 Segment Adjusted EBITDA 181,315 (1,803) 22,169 5 201,686 A reconciliation of the Company’s Income before income tax expense to total Segment Adjusted EBITDA is as follows : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Income before income tax expense $ 80,202 $ 32,471 $ 123,334 $ 80,786 Interest expense 14,652 19,170 29,519 34,842 Depreciation and amortization 20,592 29,908 42,561 49,626 Other components of net periodic pension (benefit) (9,153) (272) (9,223) (725) Loss on termination of leaseback obligations — 3,110 — 3,409 Impairment charges 222 3,611 222 3,611 Restructuring and integration expenses 4,822 3,489 10,649 12,723 Transaction costs (1) 1,616 5,440 3,336 15,986 Stock-based compensation expense 3,810 1,921 5,738 3,892 (Gain) from remeasurement of indemnification asset (487) (844) (887) (844) Other (276) (1,251) (5,532) (1,620) Total Segment Adjusted EBITDA $ 116,000 $ 96,753 $ 199,717 $ 201,686 (1) Consists of Vivial Acquisition, Thryv Australia Acquisition and other transaction cost s. The following table sets forth the Company's disaggregation of Revenue based on services for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Thryv U.S. Print $ 104,264 $ 93,753 $ 202,170 $ 206,664 Digital 118,306 109,042 232,933 224,064 Total Marketing Services 222,570 202,795 435,103 430,728 SaaS 51,167 41,386 98,510 78,637 Total Thryv U.S. $ 273,737 $ 244,181 $ 533,613 $ 509,365 Thryv International Print $ 34,907 $ 15,231 $ 56,407 $ 20,944 Digital 24,311 31,626 50,475 41,335 Total Marketing Services 59,218 46,857 106,882 62,279 SaaS 1,040 9 1,875 9 Total Thryv International 60,258 46,866 108,757 62,288 Total Revenue $ 333,995 $ 291,047 $ 642,370 $ 571,653 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“ U.S. GAAP ”). The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three and six months ended June 30, 2022 and 2021 have been prepared on the same basis as the audited annual financial statements . The consolidated balance sheet as of December 31, 2021 was derived from the audited annual financial statements. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited financial statements and related footnotes for the year ended December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities. Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts relating to the accounting for income taxes, including valuation allowance, indemnification asset, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, accrued service credits, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets. Due to the novel strain of coronavirus, commonly referred to as COVID-19 (“ COVID-19 ”) and the uncertainty of the extent of the impacts related thereto, certain estimates and assumptions may require increased judgment. As events continue to evolve and additional information becomes available, these estimates may change in future periods. It is difficult to predict what the ongoing impact of the pandemic will be on future periods. |
Restricted Cash | Restricted Cash The following table presents a reconciliation of Cash and cash equivalents and Restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the six months ended June 30, 2022 and 2021: (in thousands) June 30, 2022 June 30, 2021 December 31, 2021 Cash and cash equivalents $ 13,746 $ 15,785 $ 11,262 Restricted cash, included in Other current assets 2,181 2,641 2,295 Total Cash and cash equivalents and restricted cash $ 15,927 $ 18,426 $ 13,557 |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign operating subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, with the resulting translation adjustments directly recorded to a separate component of Accumulated other comprehensive income. Income and expense accounts are translated at the weighted-average exchange rates during the period. Transaction gains or losses in currencies other than the functional currency are included as a component of Other income (expense), net in the Company's consolidated statements of operations and comprehensive income (loss). |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting PronouncementsIn October 2021, the FASB issued ASU 2021-08, which requires companies to recognize and measure contract assets and contract liabilities acquired in a business combination, in accordance with the revenue recognition guidance, as if the acquirer had entered into the original contract at the same time, and on the same terms, as the acquiree. Generally, this will result in the acquirer recognizing contract assets and liabilities at the same amounts recorded by the acquiree as of the acquisition date. Under the current standard, an acquirer generally recognizes such items at fair value on the acquisition date. The Company adopted ASU 2021-08 on January 1, 2022 and applied it to the contract assets and liabilities acquired from Vivial. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents a reconciliation of Cash and cash equivalents and Restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the six months ended June 30, 2022 and 2021: (in thousands) June 30, 2022 June 30, 2021 December 31, 2021 Cash and cash equivalents $ 13,746 $ 15,785 $ 11,262 Restricted cash, included in Other current assets 2,181 2,641 2,295 Total Cash and cash equivalents and restricted cash $ 15,927 $ 18,426 $ 13,557 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the assets acquired and liabilities assumed at the Vivial Acquisition Date: (in thousands) Current assets $ 27,705 Fixed and intangible assets 9,759 Deferred tax assets 15,447 Other assets 2,087 Current liabilities (23,570) Other liabilities (1,646) Bargain purchase gain (7,005) Fair value allocated to net assets acquired, net of bargain purchase gain $ 22,777 The following table summarizes the consideration transferred and the purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Thryv Australia Acquisition Date: (in thousands) Total cash consideration $ 216,164 Total purchase consideration, as allocated below: $ 216,164 Cash and cash equivalents $ 40,794 Accounts receivable and other current assets 72,404 Other assets 34,962 Fixed assets and capitalized software 18,856 Intangible assets: Client relationships (estimated useful life of 3.5 years) 101,839 Trademarks (estimated useful life of 3.5 years) 24,877 Accounts payable (15,038) Accrued liabilities (41,724) Contract liabilities (27,075) Other current liabilities (6,733) Deferred tax liabilities (35,884) Other liabilities (15,506) Total identifiable net assets $ 151,772 Goodwill 64,392 Total net assets acquired $ 216,164 |
Business Acquisition, Pro Forma Information | The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Thryv Australia Acquisition been completed as of January 1, 2020, nor is it meant to be indicative of future results of operations that the combined entity will achieve: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2021 Revenue $ 321,162 $ 639,914 Net income (loss) 45,816 98,231 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth the carrying amount and fair value of the Term Loan: June 30, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 482,602 $ 482,602 $ 522,547 $ 533,651 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following tables set forth the changes in the carrying amount of goodwill for the Company for six months ended June 30, 2022 and the year ended December 31, 2021 : Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Balance as of December 31, 2020 $ 390,573 $ 218,884 $ — $ — $ 609,457 Thryv Australia Acquisition — — 64,392 — 64,392 Effects of foreign currency translation — — (1,963) — (1,963) Balance as of December 31, 2021 $ 390,573 $ 218,884 $ 62,429 $ — $ 671,886 Effects of foreign currency translation — — (3,065) — (3,065) Balance as of June 30, 2022 $ 390,573 $ 218,884 $ 59,364 $ — $ 668,821 |
Schedule of Finite-Lived Intangible Assets | The following tables set forth the details of the Company's intangible assets as of June 30, 2022 and December 31, 2021 : As of June 30, 2022 (in thousands) Gross Accumulated Net Weighted Client relationships $ 797,484 $ (758,636) $ 38,848 2.5 Trademarks and domain names 223,517 (203,233) 20,284 1.5 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 4,455 (2,200) 2,255 2.2 Total intangible assets $ 1,045,056 $ (983,669) $ 61,387 2.0 As of December 31, 2021 (in thousands) Gross Accumulated Net Weighted Client relationships $ 797,053 $ (747,197) $ 49,856 2.7 Trademarks and domain names 223,582 (193,772) 29,810 1.9 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 4,373 (1,462) 2,911 2.6 Total intangible assets $ 1,044,608 $ (962,031) $ 82,577 2.4 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2022 $ 26,048 2023 23,313 2024 11,303 2025 723 Total $ 61,387 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table sets forth the Company's allowance for credit losses: (in thousands) 2022 2021 Balance as of January 1 $ 17,475 $ 33,368 Acquisitions — 2,733 Additions (1) 7,880 292 Deductions (2) (9,228) (14,787) Balance as of June 30 (3) $ 16,127 $ 21,606 (1) For the six months ended June 30, 2022 and 2021, represents provision for bad debt expense of $7.9 million and $0.3 million, respectively, which is included in General and administrative expense. For the three months ended June 30, 2022 and 2021, the Company recorded a provision for bad debt expense of $4.6 million and a benefit for bad debt expense of $1.7 million, respectively, which is included in General and administrative expense. (2) For the six months ended June 30, 2022 and 2021, represents amounts written off as uncollectible, net of recoveries. (3) As of June 30, 2022, $16.1 million of the allowance is attributable to Accounts receivable and $0.1 million is attributable to Contract assets. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table sets forth additional financial information related to the Company's accrued liabilities: (in thousands) June 30, 2022 December 31, 2021 Accrued salaries and related expenses $ 48,124 $ 58,440 Accrued severance 651 1,720 Accrued taxes 34,705 17,660 Accrued expenses 57,388 51,224 Accrued service credits 2,691 2,769 Accrued liabilities $ 143,559 $ 131,813 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table sets forth the Company's outstanding debt obligations as of June 30, 2022 and December 31, 2021: (in thousands) Maturity Interest Rate June 30, 2022 December 31, 2021 Term Loan March 1, 2026 LIBOR + 8.5% $ 499,500 $ 542,000 ABL Facility (Fifth Amendment) March 1, 2026 3-month LIBOR + 3.0% 56,609 39,929 Unamortized original issue discount and debt issuance costs (16,898) (19,453) Total debt obligations $ 539,211 $ 562,476 Current portion of Term Loan (70,000) (70,000) Total long-term debt obligations $ 469,211 $ 492,476 |
Pensions (Tables)
Pensions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table details the other components of net periodic pension cost for the Company's pension plans: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Interest cost $ 3,418 $ 2,618 $ 6,836 $ 5,234 Expected return on assets (3,489) (2,890) (6,977) (5,780) Settlement (gain) (390) — (390) (15) Remeasurement (gain) (8,692) — (8,692) (164) Net periodic pension (benefit) $ (9,153) $ (272) $ (9,223) $ (725) |
Stock-Based Compensation and _2
Stock-Based Compensation and Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Cost by Plan | The following table sets forth stock-based compensation expense recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Cost of services $ 131 $ 83 $ 207 $ 164 Sales and marketing 1,833 794 2,602 1,626 General and administrative 1,846 1,044 2,929 2,102 Stock-based compensation expense $ 3,810 $ 1,921 $ 5,738 $ 3,892 |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | The following table sets forth stock-based compensation expense by award type during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Stock options $ 1,507 $ 1,557 $ 3,060 $ 3,241 ESPP 758 364 1,133 651 RSUs 792 — 792 — PSUs 753 — 753 — Stock-based compensation expense $ 3,810 $ 1,921 $ 5,738 $ 3,892 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2022 2021 2022 2021 Basic net income per share: Net income $ 58,002 $ 24,359 $ 91,513 $ 60,865 Weighted-average common shares outstanding during the period 34,250,706 33,622,666 34,205,593 33,367,734 Basic net income per share $ 1.69 $ 0.72 $ 2.68 $ 1.82 Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2022 2021 2022 2021 Diluted net income per share: Net income $ 58,002 $ 24,359 $ 91,513 $ 60,865 Basic shares outstanding during the period 34,250,706 33,622,666 34,205,593 33,367,734 Plus: Common stock equivalents associated with stock option awards 1,887,283 3,064,364 2,842,494 1,984,711 Diluted shares outstanding 36,137,989 36,687,030 37,048,087 35,352,445 Diluted net income per share $ 1.61 $ 0.66 $ 2.47 $ 1.72 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated other comprehensive income (loss), which is reported as a component of stockholders' equity, for the six months ended June 30, 2022 and 2021: Accumulated Foreign Currency Translation Adjustment (in thousands) 2022 2021 Beginning balance at January 1, $ (8,047) $ — Foreign currency translation adjustment, net of tax expense of $3.9 million and $1.5 million, respectively (4,691) (4,445) Ending balance at June 30, $ (12,738) $ (4,445) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables summarize the operating results of the Company's reportable segments: Three Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 222,570 $ 51,167 $ 59,218 $ 1,040 $ 333,995 Segment Gross Profit 151,774 32,092 43,627 489 227,982 Segment Adjusted EBITDA 83,674 197 34,545 (2,416) 116,000 Three Months Ended June 30, 2021 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 202,795 $ 41,386 $ 46,857 $ 9 $ 291,047 Segment Gross Profit 136,831 25,314 16,290 5 178,440 Segment Adjusted EBITDA 82,684 (2,119) 16,183 5 96,753 Six Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 435,103 $ 98,510 $ 106,882 $ 1,875 $ 642,370 Segment Gross Profit 288,284 61,501 75,343 710 425,838 Segment Adjusted EBITDA 150,069 (4,167) 58,642 (4,827) 199,717 Six Months Ended June 30, 2021 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 430,728 $ 78,637 $ 62,279 $ 9 $ 571,653 Segment Gross Profit 292,992 48,481 19,408 5 360,886 Segment Adjusted EBITDA 181,315 (1,803) 22,169 5 201,686 |
Reconciliation of Earnings Before Interest, Tax, Depreciation, and Amortization from Segments to Consolidated | A reconciliation of the Company’s Income before income tax expense to total Segment Adjusted EBITDA is as follows : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Income before income tax expense $ 80,202 $ 32,471 $ 123,334 $ 80,786 Interest expense 14,652 19,170 29,519 34,842 Depreciation and amortization 20,592 29,908 42,561 49,626 Other components of net periodic pension (benefit) (9,153) (272) (9,223) (725) Loss on termination of leaseback obligations — 3,110 — 3,409 Impairment charges 222 3,611 222 3,611 Restructuring and integration expenses 4,822 3,489 10,649 12,723 Transaction costs (1) 1,616 5,440 3,336 15,986 Stock-based compensation expense 3,810 1,921 5,738 3,892 (Gain) from remeasurement of indemnification asset (487) (844) (887) (844) Other (276) (1,251) (5,532) (1,620) Total Segment Adjusted EBITDA $ 116,000 $ 96,753 $ 199,717 $ 201,686 (1) Consists of Vivial Acquisition, Thryv Australia Acquisition and other transaction cost s. |
Disaggregation of Revenue | The following table sets forth the Company's disaggregation of Revenue based on services for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Thryv U.S. Print $ 104,264 $ 93,753 $ 202,170 $ 206,664 Digital 118,306 109,042 232,933 224,064 Total Marketing Services 222,570 202,795 435,103 430,728 SaaS 51,167 41,386 98,510 78,637 Total Thryv U.S. $ 273,737 $ 244,181 $ 533,613 $ 509,365 Thryv International Print $ 34,907 $ 15,231 $ 56,407 $ 20,944 Digital 24,311 31,626 50,475 41,335 Total Marketing Services 59,218 46,857 106,882 62,279 SaaS 1,040 9 1,875 9 Total Thryv International 60,258 46,866 108,757 62,288 Total Revenue $ 333,995 $ 291,047 $ 642,370 $ 571,653 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 13,746 | $ 11,262 | $ 15,785 | |
Restricted cash, included in Other current assets | 2,181 | 2,295 | 2,641 | |
Total Cash and cash equivalents and restricted cash | $ 15,927 | $ 13,557 | $ 18,426 | $ 2,406 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jan. 21, 2022 | Mar. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||
Acquisition of a business, net of cash acquired | $ 22,777 | $ 174,190 | |||||
Bargain purchase gain (loss) | 7,005 | $ 0 | |||||
Goodwill | $ 668,821 | 668,821 | $ 671,886 | $ 609,457 | |||
New Term Loan | |||||||
Business Acquisition [Line Items] | |||||||
Debt issuance costs | $ 4,100 | ||||||
Unamortized debt issuance expense | 2,500 | 2,500 | |||||
Vivial | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition of a business, net of cash acquired | $ 22,800 | ||||||
Cash and cash equivalents | 8,500 | ||||||
Current assets | 27,705 | ||||||
Fixed and intangible assets | 9,759 | ||||||
Deferred tax assets | 15,447 | ||||||
Bargain purchase gain (loss) | 7,000 | ||||||
Change in bargain purchase gain | $ (300) | ||||||
Accounts payable assumed in business acquisition | $ 25,200 | ||||||
Business combination, pro forma revenue, actual | 53,000 | ||||||
Working capital adjustment | $ 800 | ||||||
Thryv Australia | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 40,794 | ||||||
Deferred tax assets | 34,962 | ||||||
Accounts payable assumed in business acquisition | 15,038 | ||||||
Goodwill | 64,392 | ||||||
Paid consideration | 216,164 | ||||||
Transaction costs | 8,700 | ||||||
Thryv Australia | New Term Loan | |||||||
Business Acquisition [Line Items] | |||||||
Debt issuance costs | 4,200 | ||||||
Unamortized debt issuance expense | $ 2,500 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Jun. 30, 2022 | Jan. 21, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 668,821 | $ 671,886 | $ 609,457 | ||
Vivial | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 8,500 | ||||
Current assets | 27,705 | ||||
Fixed and intangible assets | 9,759 | ||||
Deferred tax assets | 15,447 | ||||
Other assets | 2,087 | ||||
Current liabilities | (23,570) | ||||
Accounts payable | (25,200) | ||||
Other liabilities | (1,646) | ||||
Bargain purchase gain | 7,005 | ||||
Total net assets acquired | $ 22,777 | ||||
Thryv Australia | |||||
Business Acquisition [Line Items] | |||||
Paid consideration | $ 216,164 | ||||
Total purchase consideration, as allocated below: | 216,164 | ||||
Cash and cash equivalents | 40,794 | ||||
Accounts receivable and other current assets | 72,404 | ||||
Deferred tax assets | 34,962 | ||||
Fixed assets and capitalized software | 18,856 | ||||
Accounts payable | (15,038) | ||||
Accrued liabilities | (41,724) | ||||
Contract liabilities | (27,075) | ||||
Other current liabilities | (6,733) | ||||
Deferred tax liabilities | (35,884) | ||||
Other liabilities | (15,506) | ||||
Total identifiable net assets | 151,772 | ||||
Goodwill | 64,392 | ||||
Total net assets acquired | 216,164 | ||||
Thryv Australia | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Fixed and intangible assets | $ 101,839 | ||||
Intangible assets, useful life | 3 years 6 months | ||||
Thryv Australia | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Fixed and intangible assets | $ 24,877 | ||||
Intangible assets, useful life | 3 years 6 months |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Thryv Australia - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 321,162 | $ 639,914 |
Net income (loss) | $ 45,816 | $ 98,231 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized | $ 12.9 | $ 4.7 | $ 25.9 | $ 9.5 |
Pandemic credit | $ 0.8 | $ 3 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) on indemnification asset | $ 487 | $ 844 | $ 887 | $ 844 | ||
YP Acquisition | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Shares held in escrow (in shares) | 1,804,715 | |||||
Number of shares expected to be returned by the seller (in shares) | 1,126,990 | 1,126,990 | ||||
Amount to be paid before allowance of tax credit | $ 8,000 | $ 8,000 | ||||
Indemnification Asset | Fair Value, Inputs, Level 1 | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of indemnification asset | 25,200 | 25,200 | $ 24,300 | |||
Gain (loss) on indemnification asset | $ 500 | $ 900 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value and Carrying Value of Debt Instruments (Details) - New Term Loan - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 482,602 | $ 522,547 |
Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 482,602 | $ 533,651 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 671,886 | $ 609,457 |
Thryv Australia Acquisition | 64,392 | |
Effects of foreign currency translation | (3,065) | (1,963) |
Ending balance | 668,821 | 671,886 |
Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 390,573 | 390,573 |
Thryv Australia Acquisition | 0 | |
Effects of foreign currency translation | 0 | 0 |
Ending balance | 390,573 | 390,573 |
SaaS | ||
Goodwill [Roll Forward] | ||
Beginning balance | 218,884 | 218,884 |
Thryv Australia Acquisition | 0 | |
Effects of foreign currency translation | 0 | 0 |
Ending balance | 218,884 | 218,884 |
Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 62,429 | 0 |
Thryv Australia Acquisition | 64,392 | |
Effects of foreign currency translation | (3,065) | (1,963) |
Ending balance | $ 59,364 | $ 62,429 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,045,056 | $ 1,044,608 |
Accumulated amortization | (983,669) | (962,031) |
Total | $ 61,387 | $ 82,577 |
Weighted average remaining amortization period in years (in years) | 2 years | 2 years 4 months 24 days |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 797,484 | $ 797,053 |
Accumulated amortization | (758,636) | (747,197) |
Total | $ 38,848 | $ 49,856 |
Weighted average remaining amortization period in years (in years) | 2 years 6 months | 2 years 8 months 12 days |
Trademarks and domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 223,517 | $ 223,582 |
Accumulated amortization | (203,233) | (193,772) |
Total | $ 20,284 | $ 29,810 |
Weighted average remaining amortization period in years (in years) | 1 year 6 months | 1 year 10 months 24 days |
Patented technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 19,600 | $ 19,600 |
Accumulated amortization | (19,600) | (19,600) |
Total | $ 0 | $ 0 |
Weighted average remaining amortization period in years (in years) | 0 years | 0 years |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,455 | $ 4,373 |
Accumulated amortization | (2,200) | (1,462) |
Total | $ 2,255 | $ 2,911 |
Weighted average remaining amortization period in years (in years) | 2 years 2 months 12 days | 2 years 7 months 6 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 11.8 | $ 21 | $ 25 | $ 30.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 26,048 | |
2023 | 23,313 | |
2024 | 11,303 | |
2025 | 723 | |
Total | $ 61,387 | $ 82,577 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Allowance for Credit Loss Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 17,475 | $ 33,368 | ||
Acquisitions | 0 | 2,733 | ||
Additions | $ (4,600) | $ 1,700 | (7,880) | (292) |
Deductions | (9,228) | (14,787) | ||
Ending balance | 16,127 | 21,606 | 16,127 | 21,606 |
Accounts receivable, allowance for credit loss | 16,100 | 21,400 | 16,100 | 21,400 |
Contract with customer, asset, allowance for credit loss | $ 100 | $ 200 | $ 100 | $ 200 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related expenses | $ 48,124 | $ 58,440 |
Accrued severance | 651 | 1,720 |
Accrued taxes | 34,705 | 17,660 |
Accrued expenses | 57,388 | 51,224 |
Accrued service credits | 2,691 | 2,769 |
Accrued liabilities | $ 143,559 | $ 131,813 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 01, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Unamortized original issue discount and debt issuance costs | $ (16,898) | $ (19,453) | |
Total debt obligations | 539,211 | 562,476 | |
Current portion of Term Loan | (70,000) | (70,000) | |
Total long-term debt obligations | 469,211 | 492,476 | |
New Term Loan | |||
Debt Instrument [Line Items] | |||
Debt obligations | $ 499,500 | 542,000 | |
Term loan, original issue discount | $ (21,000) | ||
New Term Loan | London Interbank Offered Rate | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 8.50% | 8.50% | |
New Term Loan | Base Rate | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 7.50% | ||
Senior Term Loan | |||
Debt Instrument [Line Items] | |||
Term loan, debt issuance costs | 400 | ||
Line of Credit | ABL Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt obligations | $ 56,609 | $ 39,929 | |
Line of Credit | ABL Facility | London Interbank Offered Rate | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 3% | 3% | |
Line of Credit | ABL Facility | Base Rate | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 2% |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 13,756,000 | $ 14,502,000 | $ 26,864,000 | $ 26,109,000 | ||
Interest expense, related party | 896,000 | 4,668,000 | 2,655,000 | 8,733,000 | ||
Interest payable, current | 5,000,000 | 5,000,000 | $ 3,400,000 | |||
New Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal value for line of credit | $ 700,000,000 | |||||
Debt instrument, mandatory quarterly amortization payment | 17,500,000 | |||||
Proceeds from issuance of debt | 674,900,000 | |||||
Term loan, original issue discount | 21,000,000 | |||||
Debt issuance costs | $ 4,100,000 | |||||
Payments of financing costs | 4,200,000 | |||||
Unamortized debt issuance expense | 2,500,000 | 2,500,000 | ||||
Interest expense, related party | $ 900,000 | $ 4,700,000 | $ 2,700,000 | $ 8,700,000 | ||
Debt instrument, covenant, leverage ratio to EBITDA, maximum | 3 | 3 | ||||
New Term Loan | General and administrative | ||||||
Debt Instrument [Line Items] | ||||||
Payments of financing costs | $ 1,700,000 | |||||
New Term Loan | London Interbank Offered Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 8.50% | 8.50% | ||||
New Term Loan | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 7.50% | |||||
New Term Loan | Affiliated Entity | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percent ownership | 38.40% | 7.40% | 7.40% | |||
Senior Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 100,000 | |||||
Repayment of debt | 449,600,000 | |||||
Interest expense | 400,000 | |||||
Unamortized debt issuance expense | $ 100,000 | $ 100,000 | ||||
Term loan, debt issuance costs | 400,000 | |||||
Write off of deferred debt issuance costs | 300,000 | |||||
Revolving Credit Facility | ABL Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 2,400,000 | |||||
Maximum revolver amount | 175,000,000 | |||||
Debt issuance costs, line of credit | $ 900,000 | |||||
Debt issuance costs, line of credit, balance | 2,400,000 | 2,400,000 | $ 2,700,000 | |||
Current borrowing capacity | 76,200,000 | 76,200,000 | ||||
Debt instrument, covenant, remaining borrowing capacity required, minimum | 14,000,000 | 14,000,000 | ||||
Debt instrument, covenant, remaining borrowing capacity required for U.S excess availability, minimum | $ 10,000,000 | $ 10,000,000 | ||||
Revolving Credit Facility | ABL Facility | Line of Credit | London Interbank Offered Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 3% | 3% | ||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||||
Revolving Credit Facility | ABL Facility | Line of Credit | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 2% |
Pensions - Components of Pensio
Pensions - Components of Pension Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Interest cost | $ 3,418 | $ 2,618 | $ 6,836 | $ 5,234 |
Expected return on assets | (3,489) | (2,890) | (6,977) | (5,780) |
Settlement (gain) | (390) | 0 | (390) | (15) |
Remeasurement (gain) | (8,692) | 0 | (8,692) | (164) |
Net periodic pension (benefit) | $ (9,153) | $ (272) | $ (9,223) | $ (725) |
Pensions - Narrative (Details)
Pensions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Gain due to settlement | $ 390 | $ 0 | $ 390 | $ 15 |
Remeasurement gain | 8,692 | 0 | 8,692 | 164 |
Qualified Plan | Pension Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Contribution costs | 7,500 | 10,000 | 15,000 | 15,000 |
Expected future employer contribution, current fiscal year | 30,000 | 30,000 | ||
Nonqualified Plan | Pension Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Contribution costs | 100 | $ 200 | 300 | $ 900 |
Expected future employer contribution, current fiscal year | $ 600 | $ 600 |
Stock-Based Compensation and _3
Stock-Based Compensation and Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted during period (in shares) | 134,719 | 239,275 | |||
Stock-based compensation expense | $ 3,810 | $ 1,921 | $ 5,738 | $ 3,892 | |
Warrants outstanding (in shares) | 9,432,064 | 9,432,064 | 9,432,064 | ||
Number of shares of common stock to be issued for upon exercise of warrants (in shares) | 5,240,035 | 5,240,035 | 5,240,035 | ||
Warrant, exercise price (in dollars per share) | $ 24.39 | $ 24.39 | $ 24.39 | ||
Number of warrants exercised during period (in shares) | 0 | 1,011,224 | 0 | 1,011,424 | |
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average exercise price of options exercised during period (in dollars per share) | $ 3.68 | $ 3.68 | |||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average exercise price of options exercised during period (in dollars per share) | $ 13.82 | $ 13.82 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation expense | $ 12,800 | $ 12,800 | |||
Share-based payment arrangement, period for recognition | 2 years 5 months 1 day | ||||
Equity instruments other than options, nonvested (in shares) | 525,735 | 525,735 | |||
Weighted average fair value (in dollars per share) | $ 25.93 | $ 25.93 | |||
Stock-based compensation expense | $ 792 | $ 0 | $ 792 | $ 0 | |
PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation expense | $ 11,900 | $ 11,900 | |||
Share-based payment arrangement, period for recognition | 2 years 6 months 3 days | ||||
Equity instruments other than options, nonvested (in shares) | 473,371 | 473,371 | |||
Weighted average fair value (in dollars per share) | $ 26.76 | $ 26.76 | |||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 758 | $ 364 | $ 1,133 | $ 651 | |
ESPP shares issued during period (in shares) | 155,486 | 149,865 |
Stock-Based Compensation and _4
Stock-Based Compensation and Stockholders' Equity - Schedule of Compensation Expense Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,810 | $ 1,921 | $ 5,738 | $ 3,892 |
Cost of services | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 131 | 83 | 207 | 164 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,833 | 794 | 2,602 | 1,626 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,846 | $ 1,044 | $ 2,929 | $ 2,102 |
Stock-Based Compensation and _5
Stock-Based Compensation and Stockholders' Equity - Share based Payment Award (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,810 | $ 1,921 | $ 5,738 | $ 3,892 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,507 | 1,557 | 3,060 | 3,241 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 758 | 364 | 1,133 | 651 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 792 | 0 | 792 | 0 |
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 753 | $ 0 | $ 753 | $ 0 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic net income per share: | ||||
Net income | $ 58,002 | $ 24,359 | $ 91,513 | $ 60,865 |
Weighted-average common shares outstanding during period (in shares) | 34,250,706 | 33,622,666 | 34,205,593 | 33,367,734 |
Basic net income per share (in dollars per share) | $ 1.69 | $ 0.72 | $ 2.68 | $ 1.82 |
Diluted net income per share: | ||||
Net income | $ 58,002 | $ 24,359 | $ 91,513 | $ 60,865 |
Weighted-average common shares outstanding during period (in shares) | 34,250,706 | 33,622,666 | 34,205,593 | 33,367,734 |
Plus: Common stock equivalents associated with liability-based stock option awards (in shares) | 1,887,283 | 3,064,364 | 2,842,494 | 1,984,711 |
Diluted shares outstanding (in shares) | 36,137,989 | 36,687,030 | 37,048,087 | 35,352,445 |
Diluted net (loss) income per share (in dollars per share) | $ 1.61 | $ 0.66 | $ 2.47 | $ 1.72 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 525,735 | 262,868 | |
PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 473,371 | 236,686 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 388,892 | ||
ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 16,546 | 36,940 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 10,458,655 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 27.70% | 25% | 25.80% | 24.70% | |
Unrecognized tax benefits | $ 20.7 | $ 20.7 | $ 20.8 | ||
Penalties and interest expense | 10.4 | $ 9.6 | |||
Unrecognized tax benefits that would impact effective tax rate | $ 20.2 | $ 20.2 |
Contingent Liabilities (Details
Contingent Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
YP Acquisition | ||
Loss Contingencies [Line Items] | ||
Amount to be paid before allowance of tax credit | $ 8 | |
Value of escrowed stock | 25.2 | $ 24.3 |
New York State Division of Taxation and Finance | ||
Loss Contingencies [Line Items] | ||
Sales and excise tax payable | 3.2 | |
IRS | Section 199 Tax Case | ||
Loss Contingencies [Line Items] | ||
Reserve in connection with disallowance | 32.8 | 31.9 |
Amount to be paid before allowance of tax credit | 8 | |
IRS | Research and Development Tax Case | ||
Loss Contingencies [Line Items] | ||
Reserve in connection with disallowance | $ 0.1 | |
Ohio Department of Taxation Audit Division | ||
Loss Contingencies [Line Items] | ||
Sales and excise tax payable | $ 1.3 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 314,715 | $ 196,775 |
Ending balance | 411,614 | 269,703 |
Foreign currency translation adjustment, tax | 3,900 | 1,500 |
Accumulated Foreign Currency Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (8,047) | 0 |
Foreign currency translation adjustment, net of tax expense of $3.9 million and $1.5 million, respectively | (4,691) | (4,445) |
Ending balance | $ (12,738) | $ (4,445) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Segment Information - Segment O
Segment Information - Segment Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 333,995 | $ 291,047 | $ 642,370 | $ 571,653 |
Segment Gross Profit | 227,982 | 178,440 | 425,838 | 360,886 |
Segment Adjusted EBITDA | 116,000 | 96,753 | 199,717 | 201,686 |
Marketing Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 222,570 | 202,795 | 435,103 | 430,728 |
Segment Gross Profit | 151,774 | 136,831 | 288,284 | 292,992 |
Segment Adjusted EBITDA | 83,674 | 82,684 | 150,069 | 181,315 |
SaaS | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 51,167 | 41,386 | 98,510 | 78,637 |
Segment Gross Profit | 32,092 | 25,314 | 61,501 | 48,481 |
Segment Adjusted EBITDA | 197 | (2,119) | (4,167) | (1,803) |
International Marketing Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 59,218 | 46,857 | 106,882 | 62,279 |
Segment Gross Profit | 43,627 | 16,290 | 75,343 | 19,408 |
Segment Adjusted EBITDA | 34,545 | 16,183 | 58,642 | 22,169 |
International SaaS | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,040 | 9 | 1,875 | 9 |
Segment Gross Profit | 489 | 5 | 710 | 5 |
Segment Adjusted EBITDA | $ (2,416) | $ 5 | $ (4,827) | $ 5 |
Segment Information - Segment R
Segment Information - Segment Reconciliation of Operating Income to Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting [Abstract] | ||||
Income before income tax expense | $ 80,202 | $ 32,471 | $ 123,334 | $ 80,786 |
Interest expense | 14,652 | 19,170 | 29,519 | 34,842 |
Depreciation and amortization | 20,592 | 29,908 | 42,561 | 49,626 |
Other components of net periodic pension (benefit) | (9,153) | (272) | (9,223) | (725) |
Loss on termination of leaseback obligations | 0 | 3,110 | 0 | 3,409 |
Impairment charges | 222 | 3,611 | 222 | 3,611 |
Restructuring and integration expenses | 4,822 | 3,489 | 10,649 | 12,723 |
Transaction costs | 1,616 | 5,440 | 3,336 | 15,986 |
Stock-based compensation expense | 3,810 | 1,921 | 5,738 | 3,892 |
(Gain) from remeasurement of indemnification asset | (487) | (844) | (887) | (844) |
Other | 276 | 1,251 | 5,532 | 1,620 |
Total Segment Adjusted EBITDA | $ 116,000 | $ 96,753 | $ 199,717 | $ 201,686 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 333,995 | $ 291,047 | $ 642,370 | $ 571,653 |
Thryv U.S. | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 273,737 | 244,181 | 533,613 | 509,365 |
Marketing Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 60,258 | 46,866 | 108,757 | 62,288 |
Marketing Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 222,570 | 202,795 | 435,103 | 430,728 |
Marketing Services | Print | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 104,264 | 93,753 | 202,170 | 206,664 |
Marketing Services | Digital | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 118,306 | 109,042 | 232,933 | 224,064 |
SaaS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 51,167 | 41,386 | 98,510 | 78,637 |
International Marketing Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 59,218 | 46,857 | 106,882 | 62,279 |
International Marketing Services | Print | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 34,907 | 15,231 | 56,407 | 20,944 |
International Marketing Services | Digital | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 24,311 | 31,626 | 50,475 | 41,335 |
International SaaS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 1,040 | $ 9 | $ 1,875 | $ 9 |