Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 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, $0.01 par value per share | |
Trading Symbol | THRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,603,870 | |
Entity Central Index Key | 0001556739 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 251,421,000 | $ 333,995,000 | $ 496,976,000 | $ 642,370,000 |
Cost of services | 91,336,000 | 106,013,000 | 182,083,000 | 216,532,000 |
Gross profit | 160,085,000 | 227,982,000 | 314,893,000 | 425,838,000 |
Operating expenses: | ||||
Sales and marketing | 75,683,000 | 91,813,000 | 152,026,000 | 185,768,000 |
General and administrative | 53,695,000 | 52,650,000 | 101,375,000 | 104,844,000 |
Impairment charges | 0 | 222,000 | 0 | 222,000 |
Total operating expenses | 129,378,000 | 144,685,000 | 253,401,000 | 290,834,000 |
Operating income | 30,707,000 | 83,297,000 | 61,492,000 | 135,004,000 |
Other income (expense): | ||||
Other components of net periodic pension (cost) benefit | (1,865,000) | 9,153,000 | (1,986,000) | 9,223,000 |
Other income (expense) | 0 | 2,404,000 | (366,000) | 8,626,000 |
Income before income tax benefit (expense) | 12,550,000 | 80,202,000 | 26,360,000 | 123,334,000 |
Income tax benefit (expense) | 3,428,000 | (22,200,000) | (1,068,000) | (31,821,000) |
Net income | 15,978,000 | 58,002,000 | 25,292,000 | 91,513,000 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of tax | (302,000) | (10,139,000) | (2,490,000) | (4,691,000) |
Comprehensive income | $ 15,676,000 | $ 47,863,000 | $ 22,802,000 | $ 86,822,000 |
Net income per common share: | ||||
Basic (in dollars per share) | $ 0.46 | $ 1.69 | $ 0.73 | $ 2.68 |
Diluted (in dollars per share) | $ 0.43 | $ 1.61 | $ 0.68 | $ 2.47 |
Weighted-average shares used in computing basic and diluted net income per common share: | ||||
Basic (in shares) | 34,575,338 | 34,250,706 | 34,625,561 | 34,205,593 |
Diluted (in shares) | 36,863,295 | 36,137,989 | 36,956,933 | 37,048,087 |
Nonrelated Party | ||||
Other income (expense): | ||||
Interest expense | $ (16,292,000) | $ (13,756,000) | $ (32,780,000) | $ (26,864,000) |
Related Party | ||||
Other income (expense): | ||||
Interest expense | $ 0 | $ (896,000) | $ 0 | $ (2,655,000) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 15,245 | $ 16,031 |
Accounts receivable, net of allowance of $14,399 in 2023 and $14,766 in 2022 | 243,893 | 284,698 |
Contract assets, net of allowance of $28 in 2023 and $33 in 2022 | 1,746 | 2,583 |
Taxes receivable | 3,640 | 11,553 |
Prepaid expenses | 29,318 | 25,092 |
Indemnification asset | 0 | 26,495 |
Other current assets | 15,557 | 11,864 |
Total current assets | 309,399 | 378,316 |
Fixed assets and capitalized software, net | 38,569 | 42,334 |
Goodwill | 569,780 | 566,004 |
Intangible assets, net | 31,321 | 34,715 |
Deferred tax assets | 122,548 | 113,859 |
Other assets | 29,610 | 42,649 |
Total assets | 1,101,227 | 1,177,877 |
Current liabilities | ||
Accounts payable | 7,341 | 18,972 |
Accrued liabilities | 106,606 | 126,810 |
Current portion of unrecognized tax benefits | 22,969 | 31,919 |
Contract liabilities | 20,136 | 41,854 |
Current portion of long-term debt | 70,000 | 70,000 |
Other current liabilities | 10,887 | 10,937 |
Total current liabilities | 237,939 | 300,492 |
Term Loan, net | 295,179 | 345,256 |
ABL Facility | 68,278 | 54,554 |
Pension obligations, net | 74,321 | 72,590 |
Other liabilities | 21,184 | 22,718 |
Total long-term liabilities | 458,962 | 495,118 |
Commitments and contingencies (see Note 13) | ||
Stockholders' equity | ||
Common stock - $0.01 par value, 250,000,000 shares authorized; 61,832,315 shares issued and 34,477,286 shares outstanding at June 30, 2023; and 61,279,379 shares issued and 34,593,837 shares outstanding at December 31, 2022 | 618 | 613 |
Additional paid-in capital | 1,121,804 | 1,105,701 |
Treasury stock - 27,355,029 shares at June 30, 2023 and 26,685,542 shares at December 31, 2022 | (485,730) | (468,879) |
Accumulated other comprehensive income (loss) | (18,751) | (16,261) |
Accumulated deficit | (213,615) | (238,907) |
Total stockholders' equity | 404,326 | 382,267 |
Total liabilities and stockholders' equity | $ 1,101,227 | $ 1,177,877 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 14,399 | $ 14,766 |
Contract with customer, asset, allowance for credit loss | $ 28 | $ 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) | 61,832,315 | 61,279,379 |
Common stock, shares outstanding (in shares) | 34,477,286 | 34,593,837 |
Treasury stock (in shares) | 27,355,029 | 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, vesting of RSUs and PSUs (in shares) | 290,205 | |||||
Exercise of stock options, vesting of RSUs and PSUs | 4,339 | $ 3 | 4,336 | |||
Stock compensation expense | 5,738 | 5,738 | ||||
Foreign currency translation adjustment, net of tax | (4,691) | (4,691) | ||||
Net income | 91,513 | 91,513 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 61,121,058 | |||||
Ending balance at Jun. 30, 2022 | 411,614 | $ 611 | 1,094,362 | $ (468,879) | (12,738) | (201,742) |
Ending balance, treasury stock (in shares) at Jun. 30, 2022 | (26,685,542) | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 60,913,663 | |||||
Beginning balance at Mar. 31, 2022 | 356,441 | $ 609 | 1,087,054 | $ (468,879) | (2,599) | (259,744) |
Beginning balance, treasury stock (in shares) at Mar. 31, 2022 | (26,685,542) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, vesting of RSUs and PSUs (in shares) | 207,395 | |||||
Exercise of stock options, vesting of RSUs and PSUs | 3,500 | $ 2 | 3,498 | |||
Stock compensation expense | 3,810 | 3,810 | ||||
Foreign currency translation adjustment, net of tax | (10,139) | (10,139) | ||||
Net income | 58,002 | 58,002 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 61,121,058 | |||||
Ending balance at Jun. 30, 2022 | $ 411,614 | $ 611 | 1,094,362 | $ (468,879) | (12,738) | (201,742) |
Ending balance, treasury stock (in shares) at Jun. 30, 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, vesting of RSUs and PSUs (in shares) | 552,936 | (55,533) | ||||
Exercise of stock options, vesting of RSUs and PSUs | $ 3,826 | $ 5 | 4,912 | $ (1,091) | ||
Stock compensation expense | 11,191 | 11,191 | ||||
Settlement of indemnification asset (in shares) | (613,954) | |||||
Settlement of indemnification asset | (15,760) | $ (15,760) | ||||
Foreign currency translation adjustment, net of tax | (2,490) | (2,490) | ||||
Net income | $ 25,292 | 25,292 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 34,477,286 | 61,832,315 | ||||
Ending balance at Jun. 30, 2023 | $ 404,326 | $ 618 | 1,121,804 | $ (485,730) | (18,751) | (213,615) |
Ending balance, treasury stock (in shares) at Jun. 30, 2023 | (27,355,029) | (27,355,029) | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 61,557,811 | |||||
Beginning balance at Mar. 31, 2023 | $ 395,053 | $ 616 | 1,112,420 | $ (469,941) | (18,449) | (229,593) |
Beginning balance, treasury stock (in shares) at Mar. 31, 2023 | (26,739,832) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, vesting of RSUs and PSUs (in shares) | 274,504 | (1,243) | ||||
Exercise of stock options, vesting of RSUs and PSUs | 3,559 | $ 2 | 3,586 | $ (29) | ||
Stock compensation expense | 5,798 | 5,798 | ||||
Settlement of indemnification asset (in shares) | (613,954) | |||||
Settlement of indemnification asset | (15,760) | $ (15,760) | ||||
Foreign currency translation adjustment, net of tax | (302) | (302) | ||||
Net income | $ 15,978 | 15,978 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 34,477,286 | 61,832,315 | ||||
Ending balance at Jun. 30, 2023 | $ 404,326 | $ 618 | $ 1,121,804 | $ (485,730) | $ (18,751) | $ (213,615) |
Ending balance, treasury stock (in shares) at Jun. 30, 2023 | (27,355,029) | (27,355,029) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income | $ 25,292 | $ 91,513 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 31,098 | 42,561 |
Amortization of deferred commissions | 5,032 | 5,174 |
Amortization of debt issuance costs | 2,721 | 2,883 |
Deferred income taxes | (9,135) | (16,752) |
Provision for credit losses and service credits | 11,580 | 13,043 |
Stock-based compensation expense | 11,191 | 5,738 |
Other components of net periodic pension cost (benefit) | 1,986 | (9,223) |
Impairment charges | 0 | 222 |
Gain on foreign currency exchange rates | (881) | (1,622) |
Non-cash loss (gain) from remeasurement of indemnification asset | 10,734 | (887) |
Bargain purchase gain | 0 | (7,005) |
Other | 0 | 1,688 |
Changes in working capital items, excluding acquisitions: | ||
Accounts receivable | 25,075 | (10,298) |
Contract assets | 837 | 1,793 |
Prepaid expenses and other assets | 10,090 | 2,748 |
Accounts payable and accrued liabilities | (38,654) | (29,472) |
Other liabilities | (29,230) | (35,201) |
Net cash provided by operating activities | 57,736 | 56,903 |
Cash Flows from Investing Activities | ||
Additions to fixed assets and capitalized software | (14,016) | (9,648) |
Acquisition of a business, net of cash acquired | (8,897) | (22,777) |
Other | (217) | 0 |
Net cash (used in) investing activities | (23,130) | (32,425) |
Cash Flows from Financing Activities | ||
Proceeds from ABL Facility | 483,473 | 488,547 |
Payments of ABL Facility | (469,750) | (471,866) |
Other | 3,826 | 4,338 |
Net cash (used in) financing activities | (34,951) | (21,481) |
Effect of exchange rate changes on cash and cash equivalents | (240) | (627) |
(Decrease) increase in cash and cash equivalents and restricted cash | (585) | 2,370 |
Cash and cash equivalents and restricted cash, beginning of period | 18,180 | 13,557 |
Cash and cash equivalents and restricted cash, end of period | 17,595 | 15,927 |
Supplemental Information | ||
Cash paid for interest | 29,592 | 24,915 |
Cash paid for income taxes, net | 7,419 | 36,934 |
Non-cash investing and financing activities | ||
Repurchase of Treasury stock as a result of the settlement of the indemnification asset | 15,760 | 0 |
Term Loan | ||
Cash Flows from Financing Activities | ||
Payments of Term Loan | (52,500) | (36,828) |
Payments of Term Loan, related party | $ 0 | $ (5,672) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 small business management software tools designed for SMBs. On April 3, 2023, Thryv New Zealand Limited, the Company’s wholly-owned subsidiary, acquired Yellow Holdings Limited (“ Yellow ”), a New Zealand marketing services company . Additionally, o n 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 SaaS flagship all-in-one small business management modular software platform in the United States; • Thryv International Marketing Services, which is comprised of the Company's Print and Digital solutions business outside of the United States; and • Thryv International SaaS, which primarily includes the Company's flagship all-in-one small business management modular software platform 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 and six months ended June 30, 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 and six months ended June 30, 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 six months ended June 30, 2023 and 2022: (in thousands) June 30, 2023 June 30, 2022 December 31, 2022 Cash and cash equivalents $ 15,245 $ 13,746 $ 16,031 Restricted cash, included in Other current assets 2,350 2,181 2,149 Total Cash and cash equivalents and restricted cash $ 17,595 $ 15,927 $ 18,180 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Yellow New Zealand Acquisition On April 3, 2023 (the “ Yellow Acquisition Date ”), Thryv New Zealand Limited, the Company’s wholly-owned subsidiary, acquired Yellow, a New Zealand marketing services company for $8.9 million in cash (net of $1.7 million of cash acquired), subject to certain adjustments (the “ Yellow Acquisition ”). The assets acquired consisted primarily of $2.4 million in current assets and $5.6 million in fixed and intangible assets, consisting primarily of customer relationships, trade name, and technology assets, along with $5.1 million in goodwill. The Company also assumed liabilities of $4.7 million, consisting primarily of accrued, contract, and deferred liabilities. The Company accounted for the Yellow 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 Yellow's assets acquired and liabilities assumed . The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation. The preliminary purchase price allocation is expected to be finalized within 12 months after the Yellow Acquisition Date. The following table summarizes the assets acquired and liabilities assumed at the Yellow Acquisition Date: (in thousands) Current assets $ 2,438 Fixed and intangible assets 5,565 Other assets 457 Current liabilities (3,533) Other liabilities (1,159) Goodwill 5,129 Fair value allocated to net assets acquired $ 8,897 The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $5.1 million was primarily related to the benefits expected from the acquisition and is allocated to the Thryv International Marketing Services segment. The goodwill recognized is not deductible for income tax purposes. The Yellow Acquisition has contributed $6.0 million in revenue since the Yellow Acquisition Date. 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 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 | 6 Months Ended |
Jun. 30, 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 clients 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 clients a re 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 and six months ended June 30, 2023, the Company recognized Revenue of $9.2 million and $39.0 million, respectively, that was recorded in Contract liabilities as of December 31, 2022 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 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” ). On June 22, 2023, the Company entered into a settlement agreement with the sellers regarding the settlement of the indemnification asset. Pursuant to the settlement agreement, the Company and the sellers agreed (i) that the sellers would pay and indemnify the Company for $15.8 million of indemnified taxes (the “Indemnity Amount” ) and (ii) that the Indemnity Amount would be deemed satisfied by the transfer of 613,954 outstanding shares of the Company’s common stock from the sellers back to the Company, which were returned to treasury and reduced the number of outstanding shares of the Company’s common stock. Furthermore, the sellers would be entitled to retain 1,190,761 currently outstanding shares of the Company’s common stock that previously secured the sellers' tax indemnity obligations under the YP Acquisition agreement. As of June 30, 2023, the Company no longer recorded a Level 1 indemnification asset because it was settled on June 22, 2023. As of December 31, 2022, the fair value of the Company's Level 1 indemnification asset was $26.5 million. A loss of $11.5 million and $10.7 million from the change in fair value of the Company’s Level 1 indemnification asset during the three and six months ended June 30, 2023, respectively, was recorded in General and administrative expense on the Company's consolidated statements of operations and comprehensive income (loss). The $15.8 million Indemnity Amount, the fair value of the shares returned to treasury, was recorded in Treasury stock on the Company's consolidated balance sheets, along with the 613,954 shares that the Company received from the sellers as of June 30, 2023. Benefit Plan Assets The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 2 inputs. See Note 9, Pensions . Fair Value of Financial Instruments The Company considers the carrying amounts of cash, trade receivables, and accounts payable to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, the Company considers the carrying amounts of its ABL Facility (as defined in Note 8, Debt Obligations ) and financing obligations to approximate their respective fair values due to their short-term nature and approximation of interest rates to market rates. These fair value measurements are considered Level 2. See Note 8, Debt Obligations . The Term Loan (as defined in Note 8, Debt Obligations ) is carried at amortized cost; however, the Company estimates the fair value of the Term Loan for disclosure purposes. The fair value of the Term Loan is determined based on quoted prices that are observable in the marketplace and are classified as Level 2 measurements. See Note 8, Debt Obligations . The following table sets forth the carrying amount and fair value of the Term Loan: June 30, 2023 December 31, 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 365,179 $ 362,214 $ 415,256 $ 410,065 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 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 the Company's goodwill for the six months ended June 30, 2023 and the year ended December 31, 2022 . 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 Additions — — — — — Impairments — — — — — Yellow Acquisition 1 — — 5,129 — 5,129 Effects of foreign currency translation — — (1,353) — (1,353) Balance as of June 30, 2023 $ 288,573 $ 218,884 $ 62,323 $ — $ 569,780 (1) Yellow was included in the International Marketing Services reporting unit. Intangible Assets The following tables set forth the details of the Company's intangible assets as of June 30, 2023 and December 31, 2022 : As of June 30, 2023 (in thousands) Gross Accumulated Net Weighted Client relationships $ 797,800 $ (777,849) $ 19,951 1.7 Trademarks and domain names 223,905 (217,859) 6,046 1.9 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 10,352 (5,028) 5,324 1.2 Total intangible assets $ 1,051,657 $ (1,020,336) $ 31,321 1.6 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 and six months ended June 30, 2023 was $6.5 million and $12.7 million , respectively. Amortization expense for the three and six months ended June 30, 2022 was $11.8 million and $25.0 million, respectively. Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2023 $ 12,942 2024 15,800 2025 2,000 2026 406 2027 135 Thereafter 38 Total $ 31,321 |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The following table sets forth the Company's allowance for credit losses as of June 30, 2023 and 2022: (in thousands) 2023 2022 Balance as of January 1 $ 14,799 $ 17,475 Additions (1) 7,262 7,880 Deductions (2) (7,634) (9,228) Balance as of June 30 (3) $ 14,427 $ 16,127 (1) For the six months ended June 30, 2023 and 2022, the Company recorded a provision for bad debt expense of $7.3 million and $7.9 million, respectively, which is included in General and administrative expense. For the three months ended June 30, 2023 and 2022, the Company recorded a provision for bad debt expense of $3.4 million and $4.6 million, respectively, which is included in General and administrative expense. (2) For the six months ended June 30, 2023 and 2022, represents amounts written off as uncollectible, net of recoveries. (3) As of June 30, 2023, $14.4 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of June 30, 2022, $16.0 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The following table sets forth additional financial information related to the Company's accrued liabilities as of June 30, 2023 and December 31, 2022: (in thousands) June 30, 2023 December 31, 2022 Accrued salaries and related expenses $ 45,362 $ 62,044 Accrued expenses 46,739 52,313 Accrued taxes 11,749 9,799 Accrued service credits 2,756 2,654 Accrued liabilities $ 106,606 $ 126,810 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table sets forth the Company's outstanding debt obligations as of June 30, 2023 and December 31, 2022: (in thousands) Maturity Interest Rate June 30, 2023 December 31, 2022 Term Loan (1) March 1, 2026 SOFR + 8.5% $ 376,868 $ 429,368 ABL Facility (Seventh Amendment) (2) March 1, 2026 Adjusted Daily Simple SOFR + 3.0% 68,278 54,554 Unamortized original issue discount and debt issuance costs (11,689) (14,112) Total debt obligations $ 433,457 $ 469,810 Current portion of Term Loan (70,000) (70,000) Total long-term debt obligations $ 363,457 $ 399,810 (1) Effective June 30, 2023, the Company's Term Loan amendment replaced the LIBOR benchmark with a Secured Overnight Financing Rate (“ SOFR ”) based benchmark. (2) Effective June 1, 2023, the Company's ABL Facility amendment replaced the LIBOR benchmark with a SOFR based benchmark. 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. As of June 30, 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. For the three and six months ended June 30, 2023, borrowings under the Term Loan Facility bore 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. On June 21, 2023, the Company entered into an agreement to amend the Term Loan Facility (the “ Term Loan Amendment ”). The Term Loan Amendment replaced the LIBOR benchmark applicable to the loan with a SOFR based rate. Effective June 30, 2023, borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for SOFR loans) and (ii) 7.50% (for base rate loans). In accordance with the Term Loan, the Company recorded no interest expense with related parties for the three and six months ended June 30, 2023, compared to $0.9 million and $2.7 million of interest expense with related parties for the three and six months ended June 30, 2022. The Company has recorded accrued interest of $1.7 million and $1.2 million as of June 30, 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 June 30, 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. On June 1, 2023, the Company entered into an agreement to amend its existing ABL Facility (the “ ABL Seventh Amendment ”). The ABL Seventh Amendment replaced the 3-month LIBOR benchmark applicable to the facility with a SOFR based rate, defined as the Adjusted Daily Simple SOFR. Borrowings under the ABL Facility bear interest at a rate per annum equal to (i) Adjusted Daily Simple SOFR plus 3.00% for SOFR loans and (ii) base rate plus 2.00% for base rate loans. As of June 30, 2023 and December 31, 2022, the Company had debt issuance costs with a remaining balance of $1.7 million and $2.0 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets. As of June 30, 2023, the Company had borrowing capacity of $54.2 million under the ABL Facility. ABL Facility Covenants The ABL Facility contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, disposals of assets, payments of certain indebtedness, certain affiliate transactions, changes in fiscal year or accounting methods, issuance or sale of equity instruments, mergers, liquidations and consolidations, use of proceeds, maintenance of certain deposit accounts, compliance with certain ERISA requirements and compliance with certain Australian tax requirements. The Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) Consolidated EBITDA as defined in the ABL credit agreement for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid during such period, (c) all federal, state, and local income taxes accrued during such period, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or their affiliates during such period, and (e) all restricted payments paid during such period (whether in cash or other property, other than common equity interest). The Company is also required to maintain excess availability of at least $14.0 million, and U.S. excess |
Pensions
Pensions | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Interest cost $ 7,406 $ 3,418 $ 10,910 $ 6,836 Expected return on assets (3,778) (3,489) (7,161) (6,977) Settlement (gain) (420) (390) (420) (390) Remeasurement (gain) (1,343) (8,692) (1,343) (8,692) Net periodic pension cost (benefit) $ 1,865 $ (9,153) $ 1,986 $ (9,223) Since all pension plans are frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows. During the three and six months ended June 30, 2023, the Company recognized a settlement gain of $0.4 million, and as a result of an interim actuarial valuation due to the settlement of one of the Company's pension plans, the Company recognized a remeasurement gain of $1.3 million. During the three and six months ended June 30, 2022, the Company recognized a settlement gain of $0.4 million, and as a result of an interim actuarial valuation due to the settlement of one of the Company's pension plans, the Company recognized a remeasurement gain of $8.7 million . During the three and six months ended June 30, 2023, the Company made no contributions to the qualified plans and contributions and associated payments of $0.1 million and $0.3 million to the non-qualified plans. During the three and six months ended June 30, 2022, the Company made cash contributions of $7.5 million and $15.0 million to the qualified plans, and contributions and associated payments of $0.1 million and $0.3 million to the non-qualified plans. For the fiscal year 2023, the Company is not anticipating making any contributions to the qualified plans and expects to contribute approximately $0.5 million to the non-qualified plans. |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Equity | 6 Months Ended |
Jun. 30, 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 (loss) during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Cost of services $ 173 $ 131 $ 322 $ 207 Sales and marketing 2,954 1,833 5,612 2,602 General and administrative 2,671 1,846 5,257 2,929 Stock-based compensation expense $ 5,798 $ 3,810 $ 11,191 $ 5,738 The following table sets forth stock-based compensation expense by award type during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 RSUs $ 2,409 $ 792 $ 4,820 $ 792 PSUs 2,352 753 4,615 753 Stock options 413 1,507 841 3,060 ESPP 624 758 915 1,133 Stock-based compensation expense $ 5,798 $ 3,810 $ 11,191 $ 5,738 Restricted Stock Units The following table sets forth the Company's restricted stock unit (“ RSU ”) activity during the six months ended June 30, 2023: Number of Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2022 517,135 $ 25.93 Granted 709,175 19.58 Vested (199,997) 23.72 Forfeited (15,511) 24.30 Nonvested balance as of June 30, 2023 1,010,802 $ 21.55 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 June 30, 2023, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately $18.6 million and is expected to be recognized over a weighted-average period of 2.0 years. During the six months ended June 30, 2023, the Company issued an aggregate of 200,887 shares of common stock to employees and non-employee directors upon the exercise of RSUs previously granted under the 2020 Plan. Performance-Based Restricted Stock Units The following table sets forth the Company's performance-based restricted stock unit (“ PSU ”) activity during the six months ended June 30, 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 June 30, 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 June 30, 2023, the nonvested balance of PSUs that vest based on performance and market conditions are 452,316 and 678,463 shares, respectively. As of June 30, 2023, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately $19.0 million and is expected to be recognized over a weighted-average period of 2.1 years. Stock Options As of June 30, 2023, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was approximately $1.3 million, and is expected to be recognized over a weighted average period of 0.7 years. As of June 30, 2023, there were 671,595 stock options expected to vest with a weighted-average grant-date fair value of $13.09. During the six months ended June 30, 2023, the Company issued an aggregate of 156,592 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 six months ended June 30, 2022, the Company issued an aggregate of 134,719 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share. Employee Stock Purchase Plan During the six months ended June 30, 2023, the Company issued 189,837 shares through the Employee Stock Purchase Plan (“ ESPP” ). During the six months ended June 30, 2022, the Company issued 155,486 shares through the ESPP. Stock Warrants As of June 30, 2023 and December 31, 2022 , the Company had fully vested outstanding warrants of 9,416,830 and 9,427,343, respectively. As of June 30, 2023 and December 31, 2022, the holders of such warrants were entitled to purchase, in the aggregate, up to 5,231,572 shares and 5,237,413 shares, respectively, 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 and six months ended June 30, 2023 , 10,513 warrants were exercised. During the three and six months ended June 30, 2022 , no warrants were exercised. Cash proceeds from exercises of stock warrants during the three and six months ended June 30, 2023 were $0.1 million and are recorded in Other under Cash flows from financing activities on the Company's consolidated statements of cash flows. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table sets forth the calculation of the Company's basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Basic net income per share: Net income $ 15,978 $ 58,002 $ 25,292 $ 91,513 Weighted-average common shares outstanding during the period 34,575,338 34,250,706 34,625,561 34,205,593 Basic net income per share $ 0.46 $ 1.69 $ 0.73 $ 2.68 Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Diluted net income per share: Net income $ 15,978 $ 58,002 $ 25,292 $ 91,513 Basic shares outstanding during the period 34,575,338 34,250,706 34,625,561 34,205,593 Plus: Common stock equivalents associated with stock-based compensation 2,287,957 1,887,283 2,331,372 2,842,494 Diluted shares outstanding 36,863,295 36,137,989 36,956,933 37,048,087 Diluted net income per share $ 0.43 $ 1.61 $ 0.68 $ 2.47 The computation of diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Outstanding RSUs 339,173 525,735 328,207 262,868 Outstanding PSUs 284,025 473,371 284,025 236,686 Outstanding ESPP shares 105,559 — 76,846 16,546 Outstanding stock warrants 5,231,572 — 5,234,493 — |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate (“ ETR ”) was (27.3%) and 4.1% for the three and six months ended June 30, 2023, and 27.7% and 25.8% for the three and six months ended June 30, 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 uncertain tax positions and the settlement of the indemnification asset further discussed in Note 13, Contingent Liabilities . As of June 30, 2023 and December 31, 2022, the amount of unrecognized tax benefits was $16.7 million and $21.4 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of June 30, 2023 and December 31, 2022, the Company had $7.9 million and $11.7 million, respectively, recorded for interest on the Company's 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 $15.6 million within the next 12 months, affecting the Company’s ETR if realized. See Note 13, Contingent Liabilities. |
Contingent Liabilities
Contingent Liabilities | 6 Months Ended |
Jun. 30, 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 June 30, 2023 and December 31, 2022, the Company has reserved approximately $25.1 million and $34.0 million, respectively, in connection with the Section 199 disallowance and less than $0.1 million related to the research and development tax credit disallowance. Pursuant to the YP Acquisition agreement, the Company is entitled to (i) a dollar-for-dollar indemnification for the research and development tax liability, and (ii) a dollar-for-dollar indemnification for the Section 199-tax liability after the Company pays the first $8.0 million in liability. The indemnification asset, however, is subject to a provision in the YP Acquisition agreement that limits the seller’s liability. The indemnification asset balance was $26.5 million as of December 31, 2022. The indemnification asset was settled with the seller as of June 30, 2023. See Note 4, Fair Value Measurements. On May 22, 2023, the Company received a draft Appeals Settlement document (“ Draft Settlement ”) from the IRS relating to the IRC Section 199 tax case described in Note 15 Contingent Liabilities of our Form 10-K for year ended December 31, 2022. Once finalized, the Draft Settlement will result in a decrease in the unrecognized tax benefit recorded for this tax position. As a result of this new information received from the Draft Settlement provided by the IRS, we recorded a remeasurement adjustment to the related Uncertain Tax Position liability of $8.9 million for the six months ended June 30, 2023 . The same adjustment will be reflected to the Uncertain Tax Position for the case for Print Media LLC as YP LLP given the same facts and anticipated results from tax court. The Company is in continued discussion with the IRS regarding the finalization of this case and final tax impact that will result. Accordingly, we do not consider the matter effectively settled as of this quarter. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2023 and 2022: Accumulated Other Comprehensive Income (Loss) (in thousands) 2023 2022 Beginning balance at January 1, $ (16,261) $ (8,047) Foreign currency translation adjustment, net of tax expense of $1.1 million and $3.9 million, respectively (2,490) (4,691) Ending balance at June 30, $ (18,751) $ (12,738) |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 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 chief operating decision maker does not evaluate performance or allocate resources based on segment asset data, and, therefore, such information is not presented. The following tables summarize the operating results of the Company's reportable segments: Three Months Ended June 30, 2023 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 137,684 $ 60,150 $ 51,279 $ 2,308 $ 251,421 Segment Gross Profit 88,023 37,563 32,852 1,647 160,085 Segment Adjusted EBITDA 38,233 7,123 24,976 (893) 69,439 Three Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 222,570 $ 51,167 $ 59,218 $ 1,040 $ 333,995 Segment Gross Profit 151,774 32,092 43,627 489 227,982 Segment Adjusted EBITDA 83,674 197 34,545 (2,416) 116,000 Six Months Ended June 30, 2023 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 284,984 $ 118,277 $ 89,605 $ 4,110 $ 496,976 Segment Gross Profit 181,197 73,523 57,332 2,841 314,893 Segment Adjusted EBITDA 79,497 8,245 42,385 (2,219) 127,908 Six Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 435,103 $ 98,510 $ 106,882 $ 1,875 $ 642,370 Segment Gross Profit 288,284 61,501 75,343 710 425,838 Segment Adjusted EBITDA 150,069 (4,167) 58,642 (4,827) 199,717 A reconciliation of the Company’s Income before income tax expense to total Segment Adjusted EBITDA is as follows : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Income before income tax expense $ 12,550 $ 80,202 $ 26,360 $ 123,334 Interest expense 16,292 14,652 32,780 29,519 Depreciation and amortization expense 15,667 20,592 31,098 42,561 Stock-based compensation expense 5,798 3,810 11,191 5,738 Restructuring and integration expenses 3,921 4,822 9,261 10,649 Transaction costs (1) — 1,616 373 3,336 Other components of net periodic pension cost (benefit) 1,865 (9,153) 1,986 (9,223) Non-cash loss (gain) from remeasurement of indemnification asset 11,490 (487) 10,734 (887) Impairment charges — 222 — 222 Other 1,856 (276) 4,125 (5,532) Total Segment Adjusted EBITDA $ 69,439 $ 116,000 $ 127,908 $ 199,717 (1) Consists of Yellow Acquisition, 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 June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Thryv U.S. Print $ 56,312 $ 104,264 $ 115,566 $ 202,170 Digital 81,372 118,306 169,418 232,933 Total Marketing Services 137,684 222,570 284,984 435,103 SaaS 60,150 51,167 118,277 98,510 Total Thryv U.S. $ 197,834 $ 273,737 $ 403,261 $ 533,613 Thryv International Print $ 30,182 $ 34,907 $ 48,294 $ 56,407 Digital 21,097 24,311 41,311 50,475 Total Marketing Services 51,279 59,218 89,605 106,882 SaaS 2,308 1,040 4,110 1,875 Total Thryv International $ 53,587 $ 60,258 $ 93,715 $ 108,757 Revenue $ 251,421 $ 333,995 $ 496,976 $ 642,370 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ 15,978 | $ 58,002 | $ 25,292 | $ 91,513 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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. |
Restricted Cash | Restricted Cash The following table presents a reconciliation of Cash and cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the six months ended June 30, 2023 and 2022: (in thousands) June 30, 2023 June 30, 2022 December 31, 2022 Cash and cash equivalents $ 15,245 $ 13,746 $ 16,031 Restricted cash, included in Other current assets 2,350 2,181 2,149 Total Cash and cash equivalents and restricted cash $ 17,595 $ 15,927 $ 18,180 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2023 and 2022: (in thousands) June 30, 2023 June 30, 2022 December 31, 2022 Cash and cash equivalents $ 15,245 $ 13,746 $ 16,031 Restricted cash, included in Other current assets 2,350 2,181 2,149 Total Cash and cash equivalents and restricted cash $ 17,595 $ 15,927 $ 18,180 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 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 Yellow Acquisition Date: (in thousands) Current assets $ 2,438 Fixed and intangible assets 5,565 Other assets 457 Current liabilities (3,533) Other liabilities (1,159) Goodwill 5,129 Fair value allocated to net assets acquired $ 8,897 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) | 6 Months Ended |
Jun. 30, 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: June 30, 2023 December 31, 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 365,179 $ 362,214 $ 415,256 $ 410,065 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following tables set forth the changes in the carrying amount of the Company's goodwill for the six months ended June 30, 2023 and the year ended December 31, 2022 . 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 Additions — — — — — Impairments — — — — — Yellow Acquisition 1 — — 5,129 — 5,129 Effects of foreign currency translation — — (1,353) — (1,353) Balance as of June 30, 2023 $ 288,573 $ 218,884 $ 62,323 $ — $ 569,780 |
Schedule of Finite-Lived Intangible Assets | The following tables set forth the details of the Company's intangible assets as of June 30, 2023 and December 31, 2022 : As of June 30, 2023 (in thousands) Gross Accumulated Net Weighted Client relationships $ 797,800 $ (777,849) $ 19,951 1.7 Trademarks and domain names 223,905 (217,859) 6,046 1.9 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 10,352 (5,028) 5,324 1.2 Total intangible assets $ 1,051,657 $ (1,020,336) $ 31,321 1.6 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 $ 12,942 2024 15,800 2025 2,000 2026 406 2027 135 Thereafter 38 Total $ 31,321 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable, Allowance for Credit Loss | The following table sets forth the Company's allowance for credit losses as of June 30, 2023 and 2022: (in thousands) 2023 2022 Balance as of January 1 $ 14,799 $ 17,475 Additions (1) 7,262 7,880 Deductions (2) (7,634) (9,228) Balance as of June 30 (3) $ 14,427 $ 16,127 (1) For the six months ended June 30, 2023 and 2022, the Company recorded a provision for bad debt expense of $7.3 million and $7.9 million, respectively, which is included in General and administrative expense. For the three months ended June 30, 2023 and 2022, the Company recorded a provision for bad debt expense of $3.4 million and $4.6 million, respectively, which is included in General and administrative expense. (2) For the six months ended June 30, 2023 and 2022, represents amounts written off as uncollectible, net of recoveries. (3) As of June 30, 2023, $14.4 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) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table sets forth additional financial information related to the Company's accrued liabilities as of June 30, 2023 and December 31, 2022: (in thousands) June 30, 2023 December 31, 2022 Accrued salaries and related expenses $ 45,362 $ 62,044 Accrued expenses 46,739 52,313 Accrued taxes 11,749 9,799 Accrued service credits 2,756 2,654 Accrued liabilities $ 106,606 $ 126,810 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table sets forth the Company's outstanding debt obligations as of June 30, 2023 and December 31, 2022: (in thousands) Maturity Interest Rate June 30, 2023 December 31, 2022 Term Loan (1) March 1, 2026 SOFR + 8.5% $ 376,868 $ 429,368 ABL Facility (Seventh Amendment) (2) March 1, 2026 Adjusted Daily Simple SOFR + 3.0% 68,278 54,554 Unamortized original issue discount and debt issuance costs (11,689) (14,112) Total debt obligations $ 433,457 $ 469,810 Current portion of Term Loan (70,000) (70,000) Total long-term debt obligations $ 363,457 $ 399,810 (1) Effective June 30, 2023, the Company's Term Loan amendment replaced the LIBOR benchmark with a Secured Overnight Financing Rate (“ SOFR ”) based benchmark. |
Pensions (Tables)
Pensions (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Interest cost $ 7,406 $ 3,418 $ 10,910 $ 6,836 Expected return on assets (3,778) (3,489) (7,161) (6,977) Settlement (gain) (420) (390) (420) (390) Remeasurement (gain) (1,343) (8,692) (1,343) (8,692) Net periodic pension cost (benefit) $ 1,865 $ (9,153) $ 1,986 $ (9,223) |
Stock-Based Compensation and _2
Stock-Based Compensation and Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 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 (loss) during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Cost of services $ 173 $ 131 $ 322 $ 207 Sales and marketing 2,954 1,833 5,612 2,602 General and administrative 2,671 1,846 5,257 2,929 Stock-based compensation expense $ 5,798 $ 3,810 $ 11,191 $ 5,738 |
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 June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 RSUs $ 2,409 $ 792 $ 4,820 $ 792 PSUs 2,352 753 4,615 753 Stock options 413 1,507 841 3,060 ESPP 624 758 915 1,133 Stock-based compensation expense $ 5,798 $ 3,810 $ 11,191 $ 5,738 |
Schedule of Nonvested Restricted Stock Shares Activity | The following table sets forth the Company's restricted stock unit (“ RSU ”) activity during the six months ended June 30, 2023: Number of Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2022 517,135 $ 25.93 Granted 709,175 19.58 Vested (199,997) 23.72 Forfeited (15,511) 24.30 Nonvested balance as of June 30, 2023 1,010,802 $ 21.55 |
Schedule of Nonvested Performance-Based Units Activity | The following table sets forth the Company's performance-based restricted stock unit (“ PSU ”) activity during the six months ended June 30, 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 June 30, 2023 1,130,779 $ 23.68 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the calculation of the Company's basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Basic net income per share: Net income $ 15,978 $ 58,002 $ 25,292 $ 91,513 Weighted-average common shares outstanding during the period 34,575,338 34,250,706 34,625,561 34,205,593 Basic net income per share $ 0.46 $ 1.69 $ 0.73 $ 2.68 Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Diluted net income per share: Net income $ 15,978 $ 58,002 $ 25,292 $ 91,513 Basic shares outstanding during the period 34,575,338 34,250,706 34,625,561 34,205,593 Plus: Common stock equivalents associated with stock-based compensation 2,287,957 1,887,283 2,331,372 2,842,494 Diluted shares outstanding 36,863,295 36,137,989 36,956,933 37,048,087 Diluted net income per share $ 0.43 $ 1.61 $ 0.68 $ 2.47 |
Schedule of Computation of Diluted Shares Outstanding | The computation of diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Outstanding RSUs 339,173 525,735 328,207 262,868 Outstanding PSUs 284,025 473,371 284,025 236,686 Outstanding ESPP shares 105,559 — 76,846 16,546 Outstanding stock warrants 5,231,572 — 5,234,493 — |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2023 and 2022: Accumulated Other Comprehensive Income (Loss) (in thousands) 2023 2022 Beginning balance at January 1, $ (16,261) $ (8,047) Foreign currency translation adjustment, net of tax expense of $1.1 million and $3.9 million, respectively (2,490) (4,691) Ending balance at June 30, $ (18,751) $ (12,738) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 137,684 $ 60,150 $ 51,279 $ 2,308 $ 251,421 Segment Gross Profit 88,023 37,563 32,852 1,647 160,085 Segment Adjusted EBITDA 38,233 7,123 24,976 (893) 69,439 Three Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 222,570 $ 51,167 $ 59,218 $ 1,040 $ 333,995 Segment Gross Profit 151,774 32,092 43,627 489 227,982 Segment Adjusted EBITDA 83,674 197 34,545 (2,416) 116,000 Six Months Ended June 30, 2023 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 284,984 $ 118,277 $ 89,605 $ 4,110 $ 496,976 Segment Gross Profit 181,197 73,523 57,332 2,841 314,893 Segment Adjusted EBITDA 79,497 8,245 42,385 (2,219) 127,908 Six Months Ended June 30, 2022 Thryv U.S. Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 435,103 $ 98,510 $ 106,882 $ 1,875 $ 642,370 Segment Gross Profit 288,284 61,501 75,343 710 425,838 Segment Adjusted EBITDA 150,069 (4,167) 58,642 (4,827) 199,717 |
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 June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Income before income tax expense $ 12,550 $ 80,202 $ 26,360 $ 123,334 Interest expense 16,292 14,652 32,780 29,519 Depreciation and amortization expense 15,667 20,592 31,098 42,561 Stock-based compensation expense 5,798 3,810 11,191 5,738 Restructuring and integration expenses 3,921 4,822 9,261 10,649 Transaction costs (1) — 1,616 373 3,336 Other components of net periodic pension cost (benefit) 1,865 (9,153) 1,986 (9,223) Non-cash loss (gain) from remeasurement of indemnification asset 11,490 (487) 10,734 (887) Impairment charges — 222 — 222 Other 1,856 (276) 4,125 (5,532) Total Segment Adjusted EBITDA $ 69,439 $ 116,000 $ 127,908 $ 199,717 (1) Consists of Yellow Acquisition, 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 June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Thryv U.S. Print $ 56,312 $ 104,264 $ 115,566 $ 202,170 Digital 81,372 118,306 169,418 232,933 Total Marketing Services 137,684 222,570 284,984 435,103 SaaS 60,150 51,167 118,277 98,510 Total Thryv U.S. $ 197,834 $ 273,737 $ 403,261 $ 533,613 Thryv International Print $ 30,182 $ 34,907 $ 48,294 $ 56,407 Digital 21,097 24,311 41,311 50,475 Total Marketing Services 51,279 59,218 89,605 106,882 SaaS 2,308 1,040 4,110 1,875 Total Thryv International $ 53,587 $ 60,258 $ 93,715 $ 108,757 Revenue $ 251,421 $ 333,995 $ 496,976 $ 642,370 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended |
Jun. 30, 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 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 15,245 | $ 16,031 | $ 13,746 | |
Restricted cash, included in Other current assets | 2,350 | 2,149 | 2,181 | |
Total Cash and cash equivalents and restricted cash | $ 17,595 | $ 18,180 | $ 15,927 | $ 13,557 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Apr. 03, 2023 | Jan. 21, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Acquisition of a business, net of cash acquired | $ 8,897 | $ 22,777 | ||||
Goodwill | 569,780 | $ 566,004 | $ 671,886 | |||
Bargain purchase gain | $ 0 | $ 7,005 | ||||
Yellow New Zealand | ||||||
Business Acquisition [Line Items] | ||||||
Cash acquired from acquisition | $ 1,700 | |||||
Current assets | 2,438 | |||||
Fixed and intangible assets | 5,565 | |||||
Goodwill | 5,129 | |||||
Accounts payable assumed in business acquisition | $ 4,700 | |||||
Finalization period for purchase price | 12 months | |||||
Business combination, pro forma revenue, actual | $ 6,000 | |||||
Vivial | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition of a business, net of cash acquired | $ 22,800 | |||||
Current assets | 27,705 | |||||
Fixed and intangible assets | 9,759 | |||||
Accounts payable assumed in business acquisition | 20,400 | |||||
Recognized Identifiable, cash and equivalents acquired | 8,500 | |||||
Deferred tax assets | 14,500 | |||||
Bargain purchase gain | $ 10,900 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Apr. 03, 2023 | Dec. 31, 2022 | Jan. 21, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 569,780 | $ 566,004 | $ 671,886 | ||
Vivial | |||||
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 | ||||
Yellow New Zealand | |||||
Business Acquisition [Line Items] | |||||
Current assets | $ 2,438 | ||||
Fixed and intangible assets | 5,565 | ||||
Other assets | 457 | ||||
Current liabilities | (3,533) | ||||
Other liabilities | (1,159) | ||||
Goodwill | 5,129 | ||||
Fair value allocated to net assets acquired, net of bargain purchase gain | $ 8,897 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized | $ 9.2 | $ 12.9 | $ 39 | $ 25.9 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 22, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Settlement of indemnification asset | $ 15,760 | $ 15,760 | |||||
Loss on indemnification asset | 11,490 | $ (487) | 10,734 | $ (887) | |||
Indemnification Asset | Fair Value, Inputs, Level 1 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair value of indemnification asset | $ 26,500 | ||||||
Treasury Stock | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Settlement of indemnification asset | $ (15,800) | $ 15,760 | $ 15,760 | ||||
Settlement of indemnification asset (in shares) | (613,954) | 613,954 | 613,954 | ||||
Number of shares expected to be retain by the seller (in shares) | 1,190,761 | ||||||
YP Acquisition | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Shares held in escrow (in shares) | 1,804,715 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value and Carrying Value of Debt Instruments (Details) - Term Loan - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 365,179 | $ 415,256 |
Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 362,214 | $ 410,065 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 566,004 | $ 671,886 |
Additions | 0 | 0 |
Impairments | 0 | (102,000) |
Goodwill additions | 5,129 | |
Effects of foreign currency translation | (1,353) | (3,882) |
Ending balance | 569,780 | 566,004 |
Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 288,573 | 390,573 |
Additions | 0 | 0 |
Impairments | 0 | (102,000) |
Goodwill additions | 0 | |
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 | 0 |
Impairments | 0 | 0 |
Goodwill additions | 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 | 0 |
Impairments | 0 | 0 |
Goodwill additions | 5,129 | |
Effects of foreign currency translation | (1,353) | (3,882) |
Ending balance | 62,323 | 58,547 |
SaaS | ||
Goodwill [Roll Forward] | ||
Beginning balance | 0 | 0 |
Additions | 0 | 0 |
Impairments | 0 | 0 |
Goodwill additions | 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,051,657 | $ 1,044,259 |
Accumulated Amortization | (1,020,336) | (1,009,544) |
Total | $ 31,321 | $ 34,715 |
Weighted average remaining amortization period in years (in years) | 1 year 7 months 6 days | 1 year 9 months 18 days |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 797,800 | $ 796,213 |
Accumulated Amortization | (777,849) | (771,475) |
Total | $ 19,951 | $ 24,738 |
Weighted average remaining amortization period in years (in years) | 1 year 8 months 12 days | 1 year 9 months 18 days |
Trademarks and domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 223,905 | $ 223,206 |
Accumulated Amortization | (217,859) | (215,639) |
Total | $ 6,046 | $ 7,567 |
Weighted average remaining amortization period in years (in years) | 1 year 10 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 | $ 10,352 | $ 5,240 |
Accumulated Amortization | (5,028) | (2,830) |
Total | $ 5,324 | $ 2,410 |
Weighted average remaining amortization period in years (in years) | 1 year 2 months 12 days | 2 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 6.5 | $ 11.8 | $ 12.7 | $ 25 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 12,942 | |
2024 | 15,800 | |
2025 | 2,000 | |
2026 | 406 | |
2027 | 135 | |
Thereafter | 38 | |
Total | $ 31,321 | $ 34,715 |
Allowance for Credit Losses (De
Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 14,799 | $ 17,475 | ||
Additions | $ 3,400 | $ 4,600 | 7,262 | 7,880 |
Deductions | (7,634) | (9,228) | ||
Ending balance | 14,427 | 16,127 | 14,427 | 16,127 |
Accounts receivable, allowance for credit loss | 14,400 | 16,000 | 14,400 | 16,000 |
Contract with customer, asset, allowance for credit loss (less than) | $ 100 | $ 100 | $ 100 | $ 100 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related expenses | $ 45,362 | $ 62,044 |
Accrued expenses | 46,739 | 52,313 |
Accrued taxes | 11,749 | 9,799 |
Accrued service credits | 2,756 | 2,654 |
Accrued liabilities | $ 106,606 | $ 126,810 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Unamortized original issue discount and debt issuance costs | $ (11,689) | $ (14,112) |
Total debt obligations | 433,457 | 469,810 |
Current portion of Term Loan | (70,000) | (70,000) |
Total long-term debt obligations | 363,457 | 399,810 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Debt obligations | $ 376,868 | 429,368 |
Term Loan | Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.50% | |
ABL Facility (Seventh Amendment) | Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt obligations | $ 68,278 | $ 54,554 |
ABL Facility (Seventh Amendment) | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Line of Credit | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3% |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 01, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
Interest payable, current | $ 1,700,000 | $ 1,700,000 | $ 1,200,000 | |||
Related Party | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | $ 0 | $ 896,000 | $ 0 | $ 2,655,000 | ||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal value for line of credit | $ 700,000,000 | |||||
Debt instrument, mandatory quarterly amortization payment | $ 17,500,000 | |||||
Debt instrument, covenant, leverage ratio to EBITDA, maximum | 3 | 3 | ||||
Term Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | |||||
Term Loan | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7.50% | |||||
Term Loan | Related Party | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percent ownership | 38.40% | 0% | 0% | 0% | ||
ABL Facility (Seventh Amendment) | Revolving Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum revolver amount | $ 175,000,000 | |||||
Debt issuance costs, line of credit, balance | $ 1,700,000 | $ 1,700,000 | $ 2,000,000 | |||
Current borrowing capacity | 54,200,000 | 54,200,000 | ||||
Debt instrument, covenant, remaining borrowing capacity required, minimum | 14,000,000 | 14,000,000 | ||||
Debt instrument, covenant, remaining borrowing capacity required for U.S excess availability, minimum | $ 10,000,000 | $ 10,000,000 | ||||
ABL Facility (Seventh Amendment) | LIBOR | Revolving Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3% | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||||
ABL Facility (Seventh 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Interest cost | $ 7,406 | $ 3,418 | $ 10,910 | $ 6,836 |
Expected return on assets | (3,778) | (3,489) | (7,161) | (6,977) |
Settlement (gain) | (420) | (390) | (420) | (390) |
Remeasurement (gain) | (1,343) | (8,692) | (1,343) | (8,692) |
Net periodic pension cost (benefit) | $ 1,865 | $ (9,153) | $ 1,986 | $ (9,223) |
Pensions - Narrative (Details)
Pensions - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Gain (loss) due to settlement | $ 420,000 | $ 390,000 | $ 420,000 | $ 390,000 |
Remeasurement gain (loss) | 1,343,000 | 8,692,000 | 1,343,000 | 8,692,000 |
Qualified Plan | Pension Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Contribution costs | 0 | 7,500,000 | 0 | 15,000,000 |
Expected future employer contribution, current fiscal year | 0 | 0 | ||
Nonqualified Plan | Pension Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Contribution costs | 100,000 | $ 100,000 | 300,000 | $ 300,000 |
Expected future employer contribution, current fiscal year | $ 500,000 | $ 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 5,798 | $ 3,810 | $ 11,191 | $ 5,738 |
Cost of services | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 173 | 131 | 322 | 207 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,954 | 1,833 | 5,612 | 2,602 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,671 | $ 1,846 | $ 5,257 | $ 2,929 |
Stock-Based Compensation and _4
Stock-Based Compensation and Stockholders' Equity - Share based Payment Award (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 5,798 | $ 3,810 | $ 11,191 | $ 5,738 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,409 | 792 | 4,820 | 792 |
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,352 | 753 | 4,615 | 753 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 413 | 1,507 | 841 | 3,060 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 624 | $ 758 | $ 915 | $ 1,133 |
Stock-Based Compensation and _5
Stock-Based Compensation and Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 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 | $ 1.3 | $ 1.3 | |||
Stock options granted during period (in shares) | 156,592 | 134,719 | |||
Warrants outstanding (in shares) | 9,416,830 | 9,416,830 | 9,427,343 | ||
Number of shares of common stock to be issued for upon exercise of warrants (in shares) | 5,231,572 | 5,231,572 | 5,237,413 | ||
Warrant, exercise price (in dollars per share) | $ 24.39 | $ 24.39 | |||
Number of warrants exercised during period (in shares) | 10,513 | 0 | 10,513 | 0 | |
Proceeds from exercises of stock options and stock warrants | $ 0.1 | $ 0.1 | |||
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 | $ 18.6 | $ 18.6 | |||
Share-based payment arrangement, period for recognition | 2 years | ||||
ESPP shares issued during period (in shares) | 200,887 | ||||
Nonvested balance (in shares) | 1,010,802 | 1,010,802 | 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 | $ 19 | $ 19 | |||
Share-based payment arrangement, period for recognition | 2 years 1 month 6 days | ||||
Shares of entitled common stock (in shares) | 1.5 | ||||
Award vesting period | 3 years | ||||
Nonvested balance (in shares) | 1,130,779 | 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 | 452,316 | |||
PSUs | Market Conditions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Nonvested balance (in shares) | 678,463 | 678,463 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, period for recognition | 8 months 12 days | ||||
Stock options expected to vest (in shares) | 671,595 | 671,595 | |||
Stock options expected to vest, weighted average grant-date fair value (in dollars per share) | $ 13.09 | $ 13.09 | |||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
ESPP shares issued during period (in shares) | 189,837 | 155,486,000 |
Stock-Based Compensation and _6
Stock-Based Compensation and Stockholders' Equity - Schedule of Nonvested Units Activity (Details) | 6 Months Ended |
Jun. 30, 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 | 709,175 |
Vested (in shares) | shares | (199,997) |
Forfeited (in shares) | shares | (15,511) |
Nonvested ending balance (in shares) | shares | 1,010,802 |
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 | 19.58 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 23.72 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 24.30 |
Weighted average grant date fair value ending balance (in dollars per share) | $ / shares | $ 21.55 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Basic net income per share: | ||||
Net income | $ 15,978 | $ 58,002 | $ 25,292 | $ 91,513 |
Weighted-average common shares outstanding during period (in shares) | 34,575,338 | 34,250,706 | 34,625,561 | 34,205,593 |
Basic net income per share (in dollars per share) | $ 0.46 | $ 1.69 | $ 0.73 | $ 2.68 |
Diluted net income per share: | ||||
Net income | $ 15,978 | $ 58,002 | $ 25,292 | $ 91,513 |
Basic shares outstanding during the period (in shares) | 34,575,338 | 34,250,706 | 34,625,561 | 34,205,593 |
Plus: Common stock equivalents associated with stock-based compensation (in shares) | 2,287,957 | 1,887,283 | 2,331,372 | 2,842,494 |
Diluted shares outstanding (in shares) | 36,863,295 | 36,137,989 | 36,956,933 | 37,048,087 |
Diluted net income per share (in dollars per share) | $ 0.43 | $ 1.61 | $ 0.68 | $ 2.47 |
Earnings per Share - Computatio
Earnings per Share - Computation of Diluted Shares Outstanding (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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) | 339,173 | 525,735 | 328,207 | 262,868 |
PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 284,025 | 473,371 | 284,025 | 236,686 |
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) | 105,559 | 76,846 | 16,546 | |
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) | 5,231,572 | 5,234,493 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | (27.30%) | 27.70% | 4.10% | 25.80% | |
Unrecognized tax benefits | $ 16.7 | $ 16.7 | $ 21.4 | ||
Penalties and interest expense | 7.9 | $ 11.7 | |||
Unrecognized tax benefits that would impact effective tax rate | $ 15.6 | $ 15.6 |
Contingent Liabilities (Details
Contingent Liabilities (Details) $ in Millions | Jun. 30, 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] | |||
Value of escrowed stock | $ 26.5 | ||
IRS | |||
Loss Contingencies [Line Items] | |||
Uncertain tax position liability | $ 8.9 | ||
IRS | Section 199 Tax Case | |||
Loss Contingencies [Line Items] | |||
Reserve in connection with disallowance | 25.1 | (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 | $ 0.1 | $ 0.1 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 382,267 | $ 314,715 |
Ending balance | 404,326 | 411,614 |
Foreign currency translation adjustment, tax | (1,100) | 3,900 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (16,261) | (8,047) |
Foreign currency translation adjustment, net of tax expense of $1.1 million and $3.9 million, respectively | (2,490) | (4,691) |
Ending balance | $ (18,751) | $ (12,738) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 251,421 | $ 333,995 | $ 496,976 | $ 642,370 |
Segment Gross Profit | 160,085 | 227,982 | 314,893 | 425,838 |
Segment Adjusted EBITDA | 69,439 | 116,000 | 127,908 | 199,717 |
Marketing Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 137,684 | 222,570 | 284,984 | 435,103 |
Segment Gross Profit | 88,023 | 151,774 | 181,197 | 288,284 |
Segment Adjusted EBITDA | 38,233 | 83,674 | 79,497 | 150,069 |
SaaS | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 60,150 | 51,167 | 118,277 | 98,510 |
Segment Gross Profit | 37,563 | 32,092 | 73,523 | 61,501 |
Segment Adjusted EBITDA | 7,123 | 197 | 8,245 | (4,167) |
Marketing Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 51,279 | 59,218 | 89,605 | 106,882 |
Segment Gross Profit | 32,852 | 43,627 | 57,332 | 75,343 |
Segment Adjusted EBITDA | 24,976 | 34,545 | 42,385 | 58,642 |
SaaS | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,308 | 1,040 | 4,110 | 1,875 |
Segment Gross Profit | 1,647 | 489 | 2,841 | 710 |
Segment Adjusted EBITDA | $ (893) | $ (2,416) | $ (2,219) | $ (4,827) |
Segment Information - Segment R
Segment Information - Segment Reconciliation of Operating Income to Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Income before income tax expense | $ 12,550 | $ 80,202 | $ 26,360 | $ 123,334 |
Interest expense | 16,292 | 14,652 | 32,780 | 29,519 |
Depreciation and amortization | 15,667 | 20,592 | 31,098 | 42,561 |
Stock-based compensation expense | 5,798 | 3,810 | 11,191 | 5,738 |
Restructuring and integration expenses | 3,921 | 4,822 | 9,261 | 10,649 |
Transaction costs | 0 | 1,616 | 373 | 3,336 |
Other components of net periodic pension cost (benefit) | 1,865 | (9,153) | 1,986 | (9,223) |
Non-cash loss (gain) from remeasurement of indemnification asset | 11,490 | (487) | 10,734 | (887) |
Impairment charges | 0 | 222 | 0 | 222 |
Other | 1,856 | (276) | 4,125 | (5,532) |
Total Segment Adjusted EBITDA | $ 69,439 | $ 116,000 | $ 127,908 | $ 199,717 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 251,421 | $ 333,995 | $ 496,976 | $ 642,370 |
Total Thryv U.S. | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 197,834 | 273,737 | 403,261 | 533,613 |
Total Thryv International | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 53,587 | 60,258 | 93,715 | 108,757 |
Marketing Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 137,684 | 222,570 | 284,984 | 435,103 |
Marketing Services | Print | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 56,312 | 104,264 | 115,566 | 202,170 |
Marketing Services | Digital | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 81,372 | 118,306 | 169,418 | 232,933 |
SaaS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 60,150 | 51,167 | 118,277 | 98,510 |
Marketing Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 51,279 | 59,218 | 89,605 | 106,882 |
Marketing Services | Print | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 30,182 | 34,907 | 48,294 | 56,407 |
Marketing Services | Digital | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 21,097 | 24,311 | 41,311 | 50,475 |
SaaS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 2,308 | $ 1,040 | $ 4,110 | $ 1,875 |