Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, $0.01 par value per share | |
Trading Symbol | THRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,823,769 | |
Entity Central Index Key | 0001556739 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 245,555 | $ 308,375 |
Cost of services | 90,747 | 110,519 |
Gross profit | 154,808 | 197,856 |
Operating expenses: | ||
Sales and marketing | 76,343 | 93,955 |
General and administrative | 47,680 | 52,194 |
Total operating expenses | 124,023 | 146,149 |
Operating income | 30,785 | 51,707 |
Other income (expense): | ||
Interest expense | (16,488) | (13,108) |
Interest expense, related party | 0 | (1,759) |
Other components of net periodic pension (cost) benefit | (121) | 70 |
Other income (expense) | (366) | 6,222 |
Income before income tax expense | 13,810 | 43,132 |
Income tax expense | (4,496) | (9,621) |
Net income | 9,314 | 33,511 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of tax | (2,188) | 5,448 |
Comprehensive income | $ 7,126 | $ 38,959 |
Earnings Per Share [Abstract] | ||
Basic (in dollars per share) | $ 0.27 | $ 0.98 |
Diluted (in dollars per share) | $ 0.25 | $ 0.88 |
Weighted-average shares used in computing basic and diluted net income per common share: | ||
Basic (in shares) | 34,606,864 | 34,159,979 |
Diluted (in shares) | 36,981,652 | 37,957,685 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 15,395 | $ 16,031 |
Accounts receivable, net of allowance of $13,196 in 2023 and $14,766 in 2022 | 271,905 | 284,698 |
Contract assets, net of allowance of $30 in 2023 and $33 in 2022 | 2,120 | 2,583 |
Taxes receivable | 7,918 | 11,553 |
Prepaid expenses | 39,580 | 25,092 |
Indemnification asset | 27,250 | 26,495 |
Other current assets | 24,463 | 11,864 |
Total current assets | 388,631 | 378,316 |
Fixed assets and capitalized software, net | 38,115 | 42,334 |
Goodwill | 564,934 | 566,004 |
Intangible assets, net | 33,019 | 34,715 |
Deferred tax assets | 115,796 | 113,859 |
Other assets | 31,772 | 42,649 |
Total assets | 1,172,267 | 1,177,877 |
Current liabilities | ||
Accounts payable | 8,980 | 18,972 |
Accrued liabilities | 127,229 | 126,810 |
Current portion of unrecognized tax benefits | 32,675 | 31,919 |
Contract liabilities | 47,782 | 41,854 |
Current portion of long-term debt | 70,000 | 70,000 |
Other current liabilities | 10,164 | 10,937 |
Total current liabilities | 296,830 | 300,492 |
Term Loan, net | 311,483 | 345,256 |
ABL Facility | 72,231 | 54,554 |
Pension obligations, net | 72,584 | 72,590 |
Deferred tax liabilities | 0 | 513 |
Other liabilities | 24,086 | 22,205 |
Total long-term liabilities | 480,384 | 495,118 |
Commitments and contingencies (see Note 13) | ||
Stockholders' equity | ||
Common stock - $0.01 par value, 250,000,000 shares authorized; 61,557,811 shares issued and 34,817,979 shares outstanding at March 31, 2023; and 61,279,379 shares issued and 34,593,837 shares outstanding at December 31, 2022 | 616 | 613 |
Additional paid-in capital | 1,112,420 | 1,105,701 |
Treasury stock - 26,739,832 shares at March 31, 2023 and 26,685,542 shares at December 31, 2022 | (469,941) | (468,879) |
Accumulated other comprehensive income (loss) | (18,449) | (16,261) |
Accumulated deficit | (229,593) | (238,907) |
Total stockholders' equity | 395,053 | 382,267 |
Total liabilities and stockholders' equity | $ 1,172,267 | $ 1,177,877 |
Treasury stock (in shares) | 26,739,832 | 26,685,542 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 13,196 | $ 14,766 |
Contract with customer, asset, allowance for credit loss | $ 30 | $ 33 |
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) | 61,557,811 | 61,279,379 |
Common stock, shares outstanding (in shares) | 34,817,979 | 34,593,837 |
Treasury stock (in shares) | 26,739,832 | 26,685,542 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated (Deficit) |
Beginning balance (in shares) at Dec. 31, 2021 | 60,830,853 | |||||
Beginning balance at Dec. 31, 2021 | $ 314,715 | $ 608 | $ 1,084,288 | $ (468,879) | $ (8,047) | $ (293,255) |
Beginning balance, treasury stock (in shares) at Dec. 31, 2021 | (26,685,542) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and ESPP, vesting of RSUs and PSUs (in shares) | 82,810 | |||||
Exercise of stock options and ESPP, vesting of RSUs and PSUs | 839 | $ 1 | 838 | |||
Stock compensation expense | 1,928 | 1,928 | ||||
Foreign currency translation adjustment, net of tax | 5,448 | 5,448 | ||||
Net income | 33,511 | 33,511 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 60,913,663 | |||||
Ending balance at Mar. 31, 2022 | $ 356,441 | $ 609 | 1,087,054 | $ (468,879) | (2,599) | (259,744) |
Ending balance, treasury stock (in shares) at Mar. 31, 2022 | (26,685,542) | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 34,593,837 | 61,279,379 | ||||
Beginning balance at Dec. 31, 2022 | $ 382,267 | $ 613 | 1,105,701 | $ (468,879) | (16,261) | (238,907) |
Beginning balance, treasury stock (in shares) at Dec. 31, 2022 | (26,685,542) | (26,685,542) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options and ESPP, vesting of RSUs and PSUs (in shares) | 278,432 | (54,290) | ||||
Exercise of stock options and ESPP, vesting of RSUs and PSUs | $ 267 | $ 3 | 1,326 | $ (1,062) | ||
Stock compensation expense | 5,393 | 5,393 | ||||
Foreign currency translation adjustment, net of tax | (2,188) | (2,188) | ||||
Net income | $ 9,314 | 9,314 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 34,817,979 | 61,557,811 | ||||
Ending balance at Mar. 31, 2023 | $ 395,053 | $ 616 | $ 1,112,420 | $ (469,941) | $ (18,449) | $ (229,593) |
Ending balance, treasury stock (in shares) at Mar. 31, 2023 | (26,739,832) | (26,739,832) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income | $ 9,314 | $ 33,511 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 15,431 | 21,969 |
Amortization of debt issuance costs | 1,361 | 1,441 |
Deferred income taxes | (1,675) | (5,671) |
Provision for credit losses and service credits | 5,755 | 5,467 |
Stock-based compensation expense | 5,393 | 1,928 |
Other components of net periodic pension cost (benefit) | 121 | (70) |
(Gain) loss on foreign currency exchange rates | (881) | 1,077 |
Bargain purchase gain | 0 | (7,297) |
Other | (756) | 1,440 |
Changes in working capital items, excluding acquisitions: | ||
Accounts receivable | 16,268 | (12,361) |
Contract assets | 463 | 1,285 |
Prepaid expenses and other assets | (14,679) | (6,920) |
Accounts payable and accrued liabilities | (6,515) | (9,775) |
Other liabilities | 2,711 | 3,303 |
Net cash provided by operating activities | 32,311 | 29,327 |
Cash Flows from Investing Activities | ||
Additions to fixed assets and capitalized software | (5,136) | (3,999) |
Acquisition of a business, net of cash acquired | 0 | (22,003) |
Net cash (used in) investing activities | (5,136) | (26,002) |
Cash Flows from Financing Activities | ||
Proceeds from ABL Facility | 272,857 | 302,374 |
Payments of ABL Facility | (255,179) | (279,327) |
Other | 267 | 839 |
Net cash (used in) provided by financing activities | (17,055) | 6,386 |
Effect of exchange rate changes on cash and cash equivalents | (290) | 541 |
Increase in cash and cash equivalents and restricted cash | 9,830 | 10,252 |
Cash and cash equivalents and restricted cash, beginning of period | 18,180 | 13,557 |
Cash and cash equivalents and restricted cash, end of period | 28,010 | 23,809 |
Supplemental Information | ||
Cash paid for interest | 15,008 | 11,966 |
Cash (received) paid for income taxes, net | (992) | 15,421 |
Term Loan | ||
Cash Flows from Financing Activities | ||
Payments of Term Loan | (35,000) | (15,444) |
Payments of Term Loan, related party | $ 0 | $ (2,056) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 ( “Print” ) and digital marketing services ( “Digital” ), which includes Internet Yellow Pages, search engine marketing, and other digital media services, including online display advertising, and search engine optimization 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 . 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 outside of the United States; and • Thryv International SaaS, which primarily includes the SaaS business management tools for SMBs outside of the United States. 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 months ended March 31, 2023 and 2022 have been prepared on the same basis as the audited annual financial statements . The consolidated balance sheet as of December 31, 2022 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, 2022. 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. Summary of Significant Accounting Policies The Company describes its significant accounting policies in Note 1 to the financial statements in Part II, Item 8 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no changes to the Company's significant accounting policies during the three months ended March 31, 2023. 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 three months ended March 31, 2023 and 2022: (in thousands) March 31, 2023 March 31, 2022 Cash and cash equivalents $ 15,395 $ 21,446 Restricted cash, included in Other current assets 12,615 2,363 Total Cash and cash equivalents and restricted cash $ 28,010 $ 23,809 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
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, for $22.8 million in cash (net of $8.5 million of cash acquired) (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, $14.5 million in deferred tax assets, along with a $10.9 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 $20.4 million, consisting primarily of accounts payable and accrued liabilities. 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 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 14,530 Other assets 2,103 Current liabilities (18,775) Other liabilities (1,646) Bargain purchase gain (10,883) Fair value allocated to net assets acquired, net of bargain purchase gain $ 22,793 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 months ended March 31, 2023, the Company recognized Revenue of $29.7 million that was recorded in Contract liabilities as of December 31, 2022 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 March 31, 2023, the number of shares expected to be returned to seller is 1,181,713, which represents the number of shares required to satisfy the uncertain tax position less $8.0 million. As of March 31, 2023 and December 31, 2022, the fair value of the Company's Level 1 indemnification asset was $27.3 million and $26.5 million, respectively. A gain of $0.8 million from the change in fair value of the Company’s Level 1 indemnification asset during the three months ended March 31, 2023 was recorded in General and administrative expense on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). 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: March 31, 2023 December 31, 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 381,483 $ 378,862 $ 415,256 $ 410,065 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023. Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Balance as of December 31, 2021 $ 390,573 $ 218,884 $ 62,429 $ — $ 671,886 Additions — — — — — Impairments (102,000) — — — (102,000) Effects of foreign currency translation — — (3,882) — (3,882) Balance as of December 31, 2022 $ 288,573 $ 218,884 $ 58,547 $ — $ 566,004 Effects of foreign currency translation — — (1,070) — (1,070) Balance as of March 31, 2023 $ 288,573 $ 218,884 $ 57,477 $ — $ 564,934 Intangible Assets The following tables set forth the details of the Company's intangible assets as of March 31, 2023 and December 31, 2022 : As of March 31, 2023 (in thousands) Gross Accumulated Net Weighted Client relationships $ 794,550 $ (774,003) $ 20,547 1.6 Trademarks and domain names 222,799 (216,625) 6,174 1.4 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 10,127 (3,829) 6,298 1.4 Total intangible assets $ 1,047,076 $ (1,014,057) $ 33,019 1.5 As of December 31, 2022 (in thousands) Gross Accumulated Net Weighted Client relationships $ 796,213 $ (771,475) $ 24,738 1.8 Trademarks and domain names 223,206 (215,639) 7,567 1.7 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 5,240 (2,830) 2,410 2.0 Total intangible assets $ 1,044,259 $ (1,009,544) $ 34,715 1.8 Amortization expense for intangible assets for the three months ended March 31, 2023 was $6.2 million. Amortization expense for the three months ended March 31, 2022 was $13.1 million. Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2023 $ 18,531 2024 13,610 2025 878 Total $ 33,019 |
Allowance for Credit Losses
Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2023 | |
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) 2023 2022 Balance as of January 1 $ 14,799 $ 17,475 Additions (1) 3,847 3,239 Deductions (2) (5,420) (2,953) Balance as of March 31 (3) $ 13,226 $ 17,761 (1) For the three months ended March 31, 2023 and 2022, the Company recorded a provision for bad debt expense of $3.8 million and $3.2 million, respectively, which is included in General and administrative expense. (2) For the three months ended March 31, 2023 and 2022, represents amounts written off as uncollectible, net of recoveries. (3) As of March 31, 2023, $13.2 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of March 31, 2022, $17.7 million of the allowance is attributable to Accounts receivable and $0.1 million is attributable to Contract assets. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
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) March 31, 2023 December 31, 2022 Accrued salaries and related expenses $ 65,987 $ 62,044 Accrued expenses 46,502 52,313 Accrued taxes 12,432 9,799 Accrued service credits 2,308 2,654 Accrued liabilities $ 127,229 $ 126,810 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table sets forth the Company's outstanding debt obligations as of March 31, 2023 and December 31, 2022: (in thousands) Maturity Interest Rate March 31, 2023 December 31, 2022 Term Loan March 1, 2026 LIBOR + 8.5% $ 394,368 $ 429,368 ABL Facility (Fifth Amendment) March 1, 2026 3-month LIBOR + 3.0% 72,231 54,554 Unamortized original issue discount and debt issuance costs (12,885) (14,112) Total debt obligations $ 453,714 $ 469,810 Current portion of Term Loan (70,000) (70,000) Total long-term debt obligations $ 383,714 $ 399,810 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 acquisition of Sensis Holding Limited (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 March 31, 2023 and December 31, 2022 , no portion of the Term Loan was held by related parties who were equity holders of the Company as of such 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 . In accordance with the Term Loan, the Company recorded no interest expense with related parties for the three months ended March 31, 2023, compared to $1.8 million of interest expense with related parties for the three months ended March 31, 2022. The Company has recorded accrued interest of $1.3 million and $1.2 million as of March 31, 2023 and December 31, 2022, 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 March 31, 2023, 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 asset-based lending (“ 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. As of March 31, 2023 and December 31, 2022, the Company had debt issuance costs with a remaining balance of $1.9 million and $2.0 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets. As of March 31, 2023, the Company had borrowing capacity of $56.6 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 March 31, 2023, 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 (benefit) for the Company's pension plans: Three Months Ended March 31, (in thousands) 2023 2022 Interest cost $ 3,504 $ 3,418 Expected return on assets (3,383) (3,488) Net periodic pension cost (benefit) $ 121 $ (70) 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 months ended March 31, 2023, the Company made no contributions to the qualified plans and contributions and associated payments of $0.1 million to the non-qualified plans. During the three months ended March 31, 2022, the Company made cash contributions of $7.5 million to the qualified plans, and contributions and associated payments of $0.1 million to the non-qualified plans. For the fiscal year 2023, the Company expects to contribute approximately $10.0 million to the qualified plans and approximately $0.5 million to the non-qualified plans. |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands) 2023 2022 Cost of services $ 149 $ 76 Sales and marketing 2,658 769 General and administrative 2,586 1,083 Stock-based compensation expense $ 5,393 $ 1,928 The following table sets forth stock-based compensation expense by award type during the periods presented: Three Months Ended March 31, (in thousands) 2023 2022 RSUs $ 2,411 $ — PSUs 2,263 — Stock options 428 1,553 ESPP 291 375 Stock-based compensation expense $ 5,393 $ 1,928 Restricted Stock Units The following table sets forth the restricted stock unit (“ RSU ”) activity during the three months ended March 31, 2023: Number of Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2022 517,135 $ 25.93 Granted 675,701 19.31 Vested (163,922) 26.09 Forfeited (9,848) 24.77 Nonvested balance as of March 31, 2023 1,019,066 $ 21.52 The Company grants RSUs to the Company's employees and non-employee directors under the Company’s 2020 Incentive Award Plan (the “ 2020 Plan ”). Pursuant to the RSU award agreements, 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 one year 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 March 31, 2023, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately $20.3 million and is expected to be recognized over a weighted average period of 2.4 years. During the three months ended March 31, 2023, the Company issued an aggregate of 164,812 shares of common stock to employees upon the exercise of RSUs previously granted under the 2020 Plan. Performance-Based Restricted Stock Units The following table sets forth the performance-based restricted stock unit (“ PSU ”) activity during the three months ended March 31, 2023: Number of Performance-Based Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2022 473,371 $ 26.76 Granted 657,408 21.46 Vested — — Forfeited — — Nonvested balance as of March 31, 2023 1,130,779 $ 23.68 The Company also grants PSUs to employees under the Company’s 2020 Plan. Pursuant to the PSU Award Agreement, each PSU entitles the recipient to up to 1.5 shares 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 March 31, 2023, the nonvested balance of PSUs that vest based on performance and market conditions are 452,316 and 678,463 shares, respectively. As of March 31, 2023, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately $21.4 million and is expected to be recognized over a weighted average period of 2.4 years. Stock Options As of March 31, 2023, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was approximately $1.7 million , and is expected to be recognized over a weighted average period of 0.9 years. As of March 31, 2023, there were 767,189 stock options expected to vest with a weighted average grant-date fair value of $13.17 . During the three months ended March 31, 2023, the Company issued an aggregate of 113,620 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share. During the three months ended March 31, 2022, the Company issued an aggregate of 82,810 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 three months ended March 31, 2023 and 2022, no shares were issued through the Employee Stock Purchase Plan ("ESPP"). Stock Warrants As of March 31, 2023 and December 31, 2022 , the Company had 9,427,343 fully vested outstanding warrants. As of March 31, 2023 and December 31, 2022, the holders of such warrants were entitled to purchase, in the aggregate, up to 5,237,413 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. During the three months ended March 31, 2023 and 2022, no warrants were exercised |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands, except share and per share amounts) 2023 2022 Basic net income per share: Net income $ 9,314 $ 33,511 Weighted-average common shares outstanding during the period 34,606,864 34,159,979 Basic net income per share $ 0.27 $ 0.98 Three Months Ended March 31, (in thousands, except share and per share amounts) 2023 2022 Diluted net income per share: Net income $ 9,314 $ 33,511 Basic shares outstanding during the period 34,606,864 34,159,979 Plus: Common stock equivalents associated with stock-based compensation 2,374,788 3,797,706 Diluted shares outstanding 36,981,652 37,957,685 Diluted net income per share $ 0.25 $ 0.88 The computation of diluted shares outstanding for the three months ended March 31, 2023 excluded 48,133 outstanding ESPP shares, 317,240 outstanding RSUs, 284,025 outstanding PSUs and 5,237,415 outstanding stock warrants, as their effect would have been anti-dilutive. The computation of diluted shares outstanding for the three months ended March 31, 2022 excluded 33,092 ESPP shares, as their effect would have been anti-dilutive. No outstanding stock options or stock warrants were excluded from the computation of diluted shares for the three months ended March 31, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate (“ ETR ”) was 32.6% for the three months ended March 31, 2023, and 22.3% for the three months ended March 31, 2022. The Company's ETR differs from the 21.0% U.S. Federal statutory rate primarily due to permanent differences, including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, and the discrete impact of interest accrual on uncertain tax positions. As of March 31, 2023 and December 31, 2022, the amount of unrecognized tax benefits was $21.8 million and $21.4 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of March 31, 2023 and December 31, 2022, the Company had $12.5 million and $11.7 million, respectively, recorded for interest on the condensed 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 $20.7 million within the next 12 months, affecting the Company’s ETR if realized. See Note 13, Contingent Liabilities. |
Contingent Liabilities
Contingent Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
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 when material, 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 (loss), 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 c onference for YP occurred on May 9, 2022. The Company is working through ongoing settlement negotiations with the Appeals Officer. 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 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 on March 30, 2021 to challenge the IRS denial. As of March 31, 2023 and December 31, 2022, the Company has reserved approximately $34.8 million and $34.0 million, respectively, in connection with the Section 199 disallowance and $0.8 million |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 and 2022: Accumulated Foreign Currency Translation Adjustment (in thousands) 2023 2022 Beginning balance at January 1, $ (16,261) $ (8,047) Foreign currency translation adjustment, net of tax expense of $0.7 million and $1.1 million, respectively (2,188) 5,448 Ending balance at March 31, $ (18,449) $ (2,599) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information 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. 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 March 31, 2023 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 147,300 $ 58,127 $ 38,326 $ 1,802 $ 245,555 Segment Gross Profit 93,174 35,960 24,480 1,194 154,808 Segment Adjusted EBITDA 41,264 1,122 17,409 (1,326) 58,469 Three Months Ended March 31, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 212,533 $ 47,343 $ 47,664 $ 835 $ 308,375 Segment Gross Profit 136,510 29,409 31,716 221 197,856 Segment Adjusted EBITDA 66,395 (4,364) 24,097 (2,411) 83,717 A reconciliation of the Company’s Income before income tax expense to total Segment Adjusted EBITDA is as follows : Three Months Ended March 31, (in thousands) 2023 2022 Income before income tax expense $ 13,810 $ 43,132 Interest expense 16,488 14,867 Depreciation and amortization expense 15,431 21,969 Stock-based compensation expense 5,393 1,928 Restructuring and integration expenses 5,340 5,827 Transaction costs (1) 373 1,720 Other components of net periodic pension cost (benefit) 121 (70) Non-cash gain from remeasurement of indemnification asset (756) (400) Other 2,269 (5,256) Total Segment Adjusted EBITDA $ 58,469 $ 83,717 (1) Consists of Vivial 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 March 31, (in thousands) 2023 2022 Thryv U.S. Print $ 59,254 $ 97,906 Digital 88,046 114,627 Total Marketing Services 147,300 212,533 SaaS 58,127 47,343 Total Thryv U.S. $ 205,427 $ 259,876 Thryv International Print $ 18,112 $ 21,500 Digital 20,214 26,164 Total Marketing Services 38,326 47,664 SaaS 1,802 835 Total Thryv International $ 40,128 $ 48,499 Revenue $ 245,555 $ 308,375 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Yellow Acquisition On April 3, 2023, the Company completed the acquisition of Yellow Holdings Limited (“ Yellow ”), a New Zealand marketing services company for $10.5 million in cash, subject to certain adjustments. As a result of the limited time available to prepare the information required for the initial accounting, the initial accounting for the Yellow acquisition is incomplete and the Company is unable to provide the amounts that will be recognized at the acquisition date for the major classes of assets acquired and liabilities assumed, pre-existing contingencies, goodwill, or other intangible assets at the time of this Quarterly Report on Form 10-Q. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022 have been prepared on the same basis as the audited annual financial statements . The consolidated balance sheet as of December 31, 2022 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, 2022. |
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 |
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 three months ended March 31, 2023 and 2022: (in thousands) March 31, 2023 March 31, 2022 Cash and cash equivalents $ 15,395 $ 21,446 Restricted cash, included in Other current assets 12,615 2,363 Total Cash and cash equivalents and restricted cash $ 28,010 $ 23,809 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 and 2022: (in thousands) March 31, 2023 March 31, 2022 Cash and cash equivalents $ 15,395 $ 21,446 Restricted cash, included in Other current assets 12,615 2,363 Total Cash and cash equivalents and restricted cash $ 28,010 $ 23,809 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 14,530 Other assets 2,103 Current liabilities (18,775) Other liabilities (1,646) Bargain purchase gain (10,883) Fair value allocated to net assets acquired, net of bargain purchase gain $ 22,793 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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: March 31, 2023 December 31, 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 381,483 $ 378,862 $ 415,256 $ 410,065 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023. Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Balance as of December 31, 2021 $ 390,573 $ 218,884 $ 62,429 $ — $ 671,886 Additions — — — — — Impairments (102,000) — — — (102,000) Effects of foreign currency translation — — (3,882) — (3,882) Balance as of December 31, 2022 $ 288,573 $ 218,884 $ 58,547 $ — $ 566,004 Effects of foreign currency translation — — (1,070) — (1,070) Balance as of March 31, 2023 $ 288,573 $ 218,884 $ 57,477 $ — $ 564,934 |
Schedule of Finite-Lived Intangible Assets | The following tables set forth the details of the Company's intangible assets as of March 31, 2023 and December 31, 2022 : As of March 31, 2023 (in thousands) Gross Accumulated Net Weighted Client relationships $ 794,550 $ (774,003) $ 20,547 1.6 Trademarks and domain names 222,799 (216,625) 6,174 1.4 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 10,127 (3,829) 6,298 1.4 Total intangible assets $ 1,047,076 $ (1,014,057) $ 33,019 1.5 As of December 31, 2022 (in thousands) Gross Accumulated Net Weighted Client relationships $ 796,213 $ (771,475) $ 24,738 1.8 Trademarks and domain names 223,206 (215,639) 7,567 1.7 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 5,240 (2,830) 2,410 2.0 Total intangible assets $ 1,044,259 $ (1,009,544) $ 34,715 1.8 |
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 2023 $ 18,531 2024 13,610 2025 878 Total $ 33,019 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable, Allowance for Credit Loss | The following table sets forth the Company's allowance for credit losses: (in thousands) 2023 2022 Balance as of January 1 $ 14,799 $ 17,475 Additions (1) 3,847 3,239 Deductions (2) (5,420) (2,953) Balance as of March 31 (3) $ 13,226 $ 17,761 (1) For the three months ended March 31, 2023 and 2022, the Company recorded a provision for bad debt expense of $3.8 million and $3.2 million, respectively, which is included in General and administrative expense. (2) For the three months ended March 31, 2023 and 2022, represents amounts written off as uncollectible, net of recoveries. (3) As of March 31, 2023, $13.2 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) March 31, 2023 December 31, 2022 Accrued salaries and related expenses $ 65,987 $ 62,044 Accrued expenses 46,502 52,313 Accrued taxes 12,432 9,799 Accrued service credits 2,308 2,654 Accrued liabilities $ 127,229 $ 126,810 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table sets forth the Company's outstanding debt obligations as of March 31, 2023 and December 31, 2022: (in thousands) Maturity Interest Rate March 31, 2023 December 31, 2022 Term Loan March 1, 2026 LIBOR + 8.5% $ 394,368 $ 429,368 ABL Facility (Fifth Amendment) March 1, 2026 3-month LIBOR + 3.0% 72,231 54,554 Unamortized original issue discount and debt issuance costs (12,885) (14,112) Total debt obligations $ 453,714 $ 469,810 Current portion of Term Loan (70,000) (70,000) Total long-term debt obligations $ 383,714 $ 399,810 |
Pensions (Tables)
Pensions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table details the other components of net periodic pension cost (benefit) for the Company's pension plans: Three Months Ended March 31, (in thousands) 2023 2022 Interest cost $ 3,504 $ 3,418 Expected return on assets (3,383) (3,488) Net periodic pension cost (benefit) $ 121 $ (70) |
Stock-Based Compensation and _2
Stock-Based Compensation and Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands) 2023 2022 Cost of services $ 149 $ 76 Sales and marketing 2,658 769 General and administrative 2,586 1,083 Stock-based compensation expense $ 5,393 $ 1,928 |
Schedule of 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 March 31, (in thousands) 2023 2022 RSUs $ 2,411 $ — PSUs 2,263 — Stock options 428 1,553 ESPP 291 375 Stock-based compensation expense $ 5,393 $ 1,928 |
Schedule of Nonvested Restricted Stock Shares Activity | The following table sets forth the restricted stock unit (“ RSU ”) activity during the three months ended March 31, 2023: Number of Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2022 517,135 $ 25.93 Granted 675,701 19.31 Vested (163,922) 26.09 Forfeited (9,848) 24.77 Nonvested balance as of March 31, 2023 1,019,066 $ 21.52 |
Schedule of Nonvested Performance-Based Units Activity | The following table sets forth the performance-based restricted stock unit (“ PSU ”) activity during the three months ended March 31, 2023: Number of Performance-Based Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2022 473,371 $ 26.76 Granted 657,408 21.46 Vested — — Forfeited — — Nonvested balance as of March 31, 2023 1,130,779 $ 23.68 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands, except share and per share amounts) 2023 2022 Basic net income per share: Net income $ 9,314 $ 33,511 Weighted-average common shares outstanding during the period 34,606,864 34,159,979 Basic net income per share $ 0.27 $ 0.98 Three Months Ended March 31, (in thousands, except share and per share amounts) 2023 2022 Diluted net income per share: Net income $ 9,314 $ 33,511 Basic shares outstanding during the period 34,606,864 34,159,979 Plus: Common stock equivalents associated with stock-based compensation 2,374,788 3,797,706 Diluted shares outstanding 36,981,652 37,957,685 Diluted net income per share $ 0.25 $ 0.88 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 and 2022: Accumulated Foreign Currency Translation Adjustment (in thousands) 2023 2022 Beginning balance at January 1, $ (16,261) $ (8,047) Foreign currency translation adjustment, net of tax expense of $0.7 million and $1.1 million, respectively (2,188) 5,448 Ending balance at March 31, $ (18,449) $ (2,599) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 147,300 $ 58,127 $ 38,326 $ 1,802 $ 245,555 Segment Gross Profit 93,174 35,960 24,480 1,194 154,808 Segment Adjusted EBITDA 41,264 1,122 17,409 (1,326) 58,469 Three Months Ended March 31, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 212,533 $ 47,343 $ 47,664 $ 835 $ 308,375 Segment Gross Profit 136,510 29,409 31,716 221 197,856 Segment Adjusted EBITDA 66,395 (4,364) 24,097 (2,411) 83,717 |
Schedule of 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 March 31, (in thousands) 2023 2022 Income before income tax expense $ 13,810 $ 43,132 Interest expense 16,488 14,867 Depreciation and amortization expense 15,431 21,969 Stock-based compensation expense 5,393 1,928 Restructuring and integration expenses 5,340 5,827 Transaction costs (1) 373 1,720 Other components of net periodic pension cost (benefit) 121 (70) Non-cash gain from remeasurement of indemnification asset (756) (400) Other 2,269 (5,256) Total Segment Adjusted EBITDA $ 58,469 $ 83,717 (1) Consists of Vivial Acquisition and other transaction cost s. |
Schedule of Disaggregation of Revenue | The following table sets forth the Company's disaggregation of Revenue based on services for the periods indicated: Three Months Ended March 31, (in thousands) 2023 2022 Thryv U.S. Print $ 59,254 $ 97,906 Digital 88,046 114,627 Total Marketing Services 147,300 212,533 SaaS 58,127 47,343 Total Thryv U.S. $ 205,427 $ 259,876 Thryv International Print $ 18,112 $ 21,500 Digital 20,214 26,164 Total Marketing Services 38,326 47,664 SaaS 1,802 835 Total Thryv International $ 40,128 $ 48,499 Revenue $ 245,555 $ 308,375 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 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 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 15,395 | $ 16,031 | $ 21,446 | |
Restricted cash, included in Other current assets | 12,615 | 2,363 | ||
Total Cash and cash equivalents and restricted cash | $ 28,010 | $ 18,180 | $ 23,809 | $ 13,557 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 21, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||
Acquisition of a business, net of cash acquired | $ 0 | $ 22,003 | |
Bargain purchase gain | $ 0 | $ 7,297 | |
Vivial | |||
Business Acquisition [Line Items] | |||
Acquisition of a business, net of cash acquired | $ 22,800 | ||
Business combination, recognized Identifiable, Cash and equivalents acquired | 8,500 | ||
Current assets | 27,705 | ||
Fixed and intangible assets | 9,759 | ||
Deferred tax assets | 14,500 | ||
Bargain purchase gain | 10,900 | ||
Accounts payable assumed in business acquisition | $ 20,400 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - Vivial $ in Thousands | Jan. 21, 2022 USD ($) |
Business Acquisition [Line Items] | |
Current assets | $ 27,705 |
Fixed and intangible assets | 9,759 |
Deferred tax assets | 14,530 |
Other assets | 2,103 |
Current liabilities | (18,775) |
Other liabilities | (1,646) |
Bargain purchase gain | (10,883) |
Fair value allocated to net assets acquired, net of bargain purchase gain | $ 22,793 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized | $ 29.7 | $ 12.9 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain on indemnification asset | $ 756 | $ 400 | ||
Indemnification Asset | Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value of indemnification asset | 27,300 | $ 26,500 | ||
Gain on indemnification asset | $ 800 | |||
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) | 1,181,713 | |||
Amount to be paid before allowance of tax credit | $ 8,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value and Carrying Value of Debt Instruments (Details) - Term Loan - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 381,483 | $ 415,256 |
Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 378,862 | $ 410,065 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 566,004 | $ 671,886 |
Additions | 0 | |
Impairments | (102,000) | |
Effects of foreign currency translation | (1,070) | (3,882) |
Ending balance | 564,934 | 566,004 |
Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 288,573 | 390,573 |
Additions | 0 | |
Impairments | (102,000) | |
Effects of foreign currency translation | 0 | 0 |
Ending balance | 288,573 | 288,573 |
SaaS | ||
Goodwill [Roll Forward] | ||
Beginning balance | 218,884 | 218,884 |
Additions | 0 | |
Impairments | 0 | |
Effects of foreign currency translation | 0 | 0 |
Ending balance | 218,884 | 218,884 |
Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 58,547 | 62,429 |
Additions | 0 | |
Impairments | 0 | |
Effects of foreign currency translation | (1,070) | (3,882) |
Ending balance | 57,477 | 58,547 |
SaaS | ||
Goodwill [Roll Forward] | ||
Beginning balance | 0 | 0 |
Additions | 0 | |
Impairments | 0 | |
Effects of foreign currency translation | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,047,076 | $ 1,044,259 |
Accumulated Amortization | (1,014,057) | (1,009,544) |
Total | $ 33,019 | $ 34,715 |
Weighted average remaining amortization period in years (in years) | 1 year 6 months | 1 year 9 months 18 days |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 794,550 | $ 796,213 |
Accumulated Amortization | (774,003) | (771,475) |
Total | $ 20,547 | $ 24,738 |
Weighted average remaining amortization period in years (in years) | 1 year 7 months 6 days | 1 year 9 months 18 days |
Trademarks and domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 222,799 | $ 223,206 |
Accumulated Amortization | (216,625) | (215,639) |
Total | $ 6,174 | $ 7,567 |
Weighted average remaining amortization period in years (in years) | 1 year 4 months 24 days | 1 year 8 months 12 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 | $ 10,127 | $ 5,240 |
Accumulated Amortization | (3,829) | (2,830) |
Total | $ 6,298 | $ 2,410 |
Weighted average remaining amortization period in years (in years) | 1 year 4 months 24 days | 2 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 6.2 | $ 13.1 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 18,531 | |
2024 | 13,610 | |
2025 | 878 | |
Total | $ 33,019 | $ 34,715 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Allowance for Credit Loss Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 14,799 | $ 17,475 |
Additions | 3,847 | 3,239 |
Deductions | (5,420) | (2,953) |
Ending balance | 13,226 | 17,761 |
Accounts receivable, allowance for credit loss | 13,200 | 17,700 |
Contract with customer, asset, allowance for credit loss (less than) | $ 100 | $ 100 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related expenses | $ 65,987 | $ 62,044 |
Accrued expenses | 46,502 | 52,313 |
Accrued taxes | 12,432 | 9,799 |
Accrued service credits | 2,308 | 2,654 |
Accrued liabilities | $ 127,229 | $ 126,810 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Total debt obligations | $ 453,714 | $ 469,810 | |
Unamortized original issue discount and debt issuance costs | (12,885) | (14,112) | |
Current portion of Term Loan | (70,000) | (70,000) | |
Total long-term debt obligations | 383,714 | 399,810 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Debt obligations | $ 394,368 | 429,368 | |
Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest Rate | 8.50% | 8.50% | |
ABL Facility (Fifth Amendment) | Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt obligations | $ 72,231 | $ 54,554 | |
ABL Facility (Fifth Amendment) | Revolving Credit Facility | LIBOR | Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest Rate | 3% | 3% |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Interest expense, related party | $ 0 | $ 1,759,000 | ||
Interest payable, current | 1,300,000 | $ 1,200,000 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal value for line of credit | $ 700,000,000 | |||
Debt instrument, mandatory quarterly amortization payment | $ 17,500,000 | |||
Interest expense, related party | $ 0 | $ 1,800,000 | ||
Debt instrument, covenant, leverage ratio to EBITDA, maximum | 3 | |||
Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 8.50% | 8.50% | ||
Term Loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 7.50% | |||
Term Loan | Affiliated Entity | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, percent ownership | 38.40% | 0% | 0% | |
ABL Facility (Fifth Amendment) | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum revolver amount | $ 175,000,000 | |||
Debt issuance costs, line of credit, balance | $ 1,900,000 | $ 2,000,000 | ||
Current borrowing capacity | 56,600,000 | |||
Debt instrument, covenant, remaining borrowing capacity required, minimum | 14,000,000 | |||
Debt instrument, covenant, remaining borrowing capacity required for U.S excess availability, minimum | $ 10,000,000 | |||
ABL Facility (Fifth Amendment) | LIBOR | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 3% | 3% | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||
ABL Facility (Fifth Amendment) | Base Rate | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 2% |
Pensions - Components of Pensio
Pensions - Components of Pension Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Interest cost | $ 3,504 | $ 3,418 |
Expected return on assets | (3,383) | (3,488) |
Net periodic pension cost (benefit) | $ 121 | $ (70) |
Pensions - Narrative (Details)
Pensions - Narrative (Details) - Pension Plan - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Qualified Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Contribution costs | $ 0 | $ 7,500,000 |
Expected future employer contribution, current fiscal year | 10,000,000 | |
Nonqualified Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Contribution costs | 100,000 | $ 100,000 |
Expected future employer contribution, current fiscal year | $ 500,000 |
Stock-Based Compensation and _3
Stock-Based Compensation and Stockholders' Equity - Schedule of Compensation Expense Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,393 | $ 1,928 |
Cost of services | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 149 | 76 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,658 | 769 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,586 | $ 1,083 |
Stock-Based Compensation and _4
Stock-Based Compensation and Stockholders' Equity - Share based Payment Award (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,393 | $ 1,928 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,411 | 0 |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,263 | 0 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 428 | 1,553 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 291 | $ 375 |
Stock-Based Compensation and _5
Stock-Based Compensation and Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares entitled per RSU (in shares) | 1 | ||
Nonvested award, option, cost not yet recognized, amount | $ 1.7 | ||
Stock options granted during period (in shares) | 113,620 | 82,810 | |
Warrants outstanding (in shares) | 9,427,343 | 9,427,343 | |
Number of shares of common stock to be issued for upon exercise of warrants (in shares) | 5,237,413 | 5,237,413 | |
Warrant, exercise price (in dollars per share) | $ 24.39 | ||
Number of warrants exercised during period (in shares) | 0 | 0 | |
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 | $ 20.3 | ||
Share-based payment arrangement, period for recognition | 2 years 4 months 24 days | ||
ESPP shares issued during period (in shares) | 164,812 | ||
Nonvested balance (in shares) | 1,019,066 | 517,135 | |
RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 1 year | ||
RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 3 years | ||
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 3 years | ||
Unrecognized stock based compensation expense | $ 21.4 | ||
Share-based payment arrangement, period for recognition | 2 years 4 months 24 days | ||
Shares of entitled common stock (in shares) | 1.5 | ||
Award vesting period | 3 years | ||
Nonvested balance (in shares) | 1,130,779 | 473,371 | |
PSUs | Performance Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested balance (in shares) | 452,316 | ||
PSUs | Market Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested balance (in shares) | 678,463 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, period for recognition | 10 months 24 days | ||
Stock options expected to vest (in shares) | 767,189 | ||
Stock options expected to vest, weighted average grant-date fair value (in dollars per share) | $ 13.17 | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP shares issued during period (in shares) | 0 |
Stock-Based Compensation and _6
Stock-Based Compensation and Stockholders' Equity - Schedule of Nonvested Units Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested beginning balance (in shares) | shares | 517,135 |
Granted (in shares) | shares | 675,701 |
Vested (in shares) | shares | (163,922) |
Forfeited (in shares) | shares | (9,848) |
Nonvested ending balance (in shares) | shares | 1,019,066 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value beginning balance (in dollars per share) | $ / shares | $ 25.93 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 19.31 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 26.09 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 24.77 |
Weighted average grant date fair value ending balance (in dollars per share) | $ / shares | $ 21.52 |
PSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested beginning balance (in shares) | shares | 473,371 |
Granted (in shares) | shares | 657,408 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Nonvested ending balance (in shares) | shares | 1,130,779 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value beginning balance (in dollars per share) | $ / shares | $ 26.76 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 21.46 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Weighted average grant date fair value ending balance (in dollars per share) | $ / shares | $ 23.68 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic net income per share: | ||
Net income | $ 9,314 | $ 33,511 |
Weighted-average common shares outstanding during period (in shares) | 34,606,864 | 34,159,979 |
Basic net income per share (in dollars per share) | $ 0.27 | $ 0.98 |
Diluted net income per share: | ||
Net income | $ 9,314 | $ 33,511 |
Basic shares outstanding during the period (in shares) | 34,606,864 | 34,159,979 |
Plus: Common stock equivalents associated with stock-based compensation (in shares) | 2,374,788 | 3,797,706 |
Diluted shares outstanding (in shares) | 36,981,652 | 37,957,685 |
Diluted net income per share (in dollars per share) | $ 0.25 | $ 0.88 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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) | 48,133 | 33,092 |
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) | 317,240 | |
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) | 284,025 | |
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) | 0 | |
Stock warrants | ||
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) | 5,237,415 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 32.60% | 22.30% | |
Unrecognized tax benefits | $ 21.8 | $ 21.4 | |
Penalties and interest expense | 12.5 | $ 11.7 | |
Unrecognized tax benefits that would impact effective tax rate | $ 20.7 |
Contingent Liabilities (Details
Contingent Liabilities (Details) $ in Millions | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2018 petition case |
Loss Contingencies [Line Items] | |||
Number of petitions filed | petition | 3 | ||
Number of cases consolidated by court | case | 3 | ||
YP Acquisition | |||
Loss Contingencies [Line Items] | |||
Amount to be paid before allowance of tax credit | $ 8 | ||
Value of escrowed stock | 27.3 | $ 26.5 | |
IRS | Section 199 Tax Case | |||
Loss Contingencies [Line Items] | |||
Reserve in connection with disallowance | (34.8) | (34) | |
Amount to be paid before allowance of tax credit | 8 | 8 | |
IRS | Research and Development Tax Case | |||
Loss Contingencies [Line Items] | |||
Reserve in connection with disallowance | $ (0.8) | $ (0.8) |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 382,267 | $ 314,715 |
Ending balance | 395,053 | 356,441 |
Foreign currency translation adjustment, tax | (700) | 1,100 |
Accumulated Foreign Currency Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (16,261) | (8,047) |
Foreign currency translation adjustment, net of tax expense of $0.7 million and $1.1 million, respectively | (2,188) | 5,448 |
Ending balance | $ (18,449) | $ (2,599) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 245,555 | $ 308,375 |
Segment Gross Profit | 154,808 | 197,856 |
Segment Adjusted EBITDA | 58,469 | 83,717 |
Marketing Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 147,300 | 212,533 |
Segment Gross Profit | 93,174 | 136,510 |
Segment Adjusted EBITDA | 41,264 | 66,395 |
SaaS | ||
Segment Reporting Information [Line Items] | ||
Revenue | 58,127 | 47,343 |
Segment Gross Profit | 35,960 | 29,409 |
Segment Adjusted EBITDA | 1,122 | (4,364) |
Marketing Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 38,326 | 47,664 |
Segment Gross Profit | 24,480 | 31,716 |
Segment Adjusted EBITDA | 17,409 | 24,097 |
SaaS | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,802 | 835 |
Segment Gross Profit | 1,194 | 221 |
Segment Adjusted EBITDA | $ (1,326) | $ (2,411) |
Segment Information - Segment R
Segment Information - Segment Reconciliation of Operating Income to Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting [Abstract] | ||
Income before income tax expense | $ 13,810 | $ 43,132 |
Interest expense | 16,488 | 14,867 |
Depreciation and amortization | 15,431 | 21,969 |
Stock-based compensation expense | 5,393 | 1,928 |
Restructuring and integration expenses | 5,340 | 5,827 |
Transaction costs | 373 | 1,720 |
Other components of net periodic pension cost (benefit) | 121 | (70) |
Non-cash gain from remeasurement of indemnification asset | (756) | (400) |
Other | 2,269 | (5,256) |
Total Segment Adjusted EBITDA | $ 58,469 | $ 83,717 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 245,555 | $ 308,375 |
Total Thryv U.S. | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 205,427 | 259,876 |
Total Thryv International | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 40,128 | 48,499 |
Marketing Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 147,300 | 212,533 |
Marketing Services | Print | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 59,254 | 97,906 |
Marketing Services | Digital | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 88,046 | 114,627 |
SaaS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 58,127 | 47,343 |
Marketing Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 38,326 | 47,664 |
Marketing Services | Print | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 18,112 | 21,500 |
Marketing Services | Digital | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 20,214 | 26,164 |
SaaS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 1,802 | $ 835 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 03, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Acquisition of a business, net of cash acquired | $ 0 | $ 22,003 | |
Subsequent Event | Yellow Holdings Limited | |||
Subsequent Event [Line Items] | |||
Acquisition of a business, net of cash acquired | $ 10,500 |