Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, $0.01 par value per share | |
Trading Symbol | THRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 35,830,802 | |
Entity Central Index Key | 0001556739 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 233,624 | $ 245,555 |
Cost of services | 79,983 | 90,747 |
Gross profit | 153,641 | 154,808 |
Operating expenses: | ||
Sales and marketing | 70,091 | 76,343 |
General and administrative | 52,416 | 47,680 |
Total operating expenses | 122,507 | 124,023 |
Operating income | 31,134 | 30,785 |
Other income (expense): | ||
Interest expense | (13,359) | (16,488) |
Other components of net periodic pension cost | (1,581) | (121) |
Other expense | (2,373) | (366) |
Income before income tax expense | 13,821 | 13,810 |
Income tax expense | (5,397) | (4,496) |
Net income | 8,424 | 9,314 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of tax | (265) | (2,188) |
Comprehensive income | $ 8,159 | $ 7,126 |
Net income per common share: | ||
Basic (in dollars per share) | $ 0.24 | $ 0.27 |
Diluted (in dollars per share) | $ 0.22 | $ 0.25 |
Weighted-average shares used in computing basic and diluted net income per common share: | ||
Basic (in shares) | 35,186,121 | 34,606,864 |
Diluted (in shares) | 37,985,785 | 36,981,652 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 14,394 | $ 18,216 |
Accounts receivable, net of allowance of $17,829 in 2024 and $14,926 in 2023 | 204,119 | 205,503 |
Contract assets, net of allowance of $39 in 2024 and $35 in 2023 | 4,578 | 2,909 |
Taxes receivable | 2,855 | 3,085 |
Prepaid expenses | 31,606 | 17,771 |
Deferred costs | 15,106 | 16,722 |
Other current assets | 2,359 | 2,662 |
Total current assets | 275,017 | 266,868 |
Fixed assets and capitalized software, net | 37,836 | 38,599 |
Goodwill | 299,626 | 302,400 |
Intangible assets, net | 11,626 | 18,788 |
Deferred tax assets | 131,357 | 128,051 |
Other assets | 31,373 | 28,464 |
Total assets | 786,835 | 783,170 |
Current liabilities | ||
Accounts payable | 19,743 | 10,348 |
Accrued liabilities | 89,142 | 105,903 |
Current portion of unrecognized tax benefits | 24,515 | 23,979 |
Contract liabilities | 45,846 | 44,558 |
Current portion of long-term debt | 52,500 | 70,000 |
Other current liabilities | 7,953 | 8,402 |
Total current liabilities | 239,699 | 263,190 |
Term Loan, net | 239,331 | 230,052 |
ABL Facility | 55,737 | 48,845 |
Pension obligations, net | 70,828 | 69,388 |
Other liabilities | 14,174 | 18,995 |
Total long-term liabilities | 380,070 | 367,280 |
Commitments and contingencies (see Note 13) | ||
Stockholders' equity | ||
Common stock - $0.01 par value, 250,000,000 shares authorized; 63,306,246 shares issued and 35,826,908 shares outstanding at March 31, 2024; and 62,660,783 shares issued and 35,302,746 shares outstanding at December 31, 2023 | 633 | 627 |
Additional paid-in capital | 1,159,754 | 1,151,259 |
Treasury stock - 27,479,338 shares at March 31, 2024 and 27,358,037 shares at December 31, 2023 | (488,087) | (485,793) |
Accumulated other comprehensive loss | (15,456) | (15,191) |
Accumulated deficit | (489,778) | (498,202) |
Total stockholders' equity | 167,066 | 152,700 |
Total liabilities and stockholders' equity | $ 786,835 | $ 783,170 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 17,829 | $ 14,926 |
Contract with customer, asset, allowance for credit loss | $ 39 | $ 35 |
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) | 63,306,246 | 62,660,783 |
Common stock, shares outstanding (in shares) | 35,826,908 | 35,302,746 |
Treasury stock (in shares) | 27,479,338 | 27,358,037 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - 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, 2022 | 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) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares related to stock-based compensation (in shares) | 278,432 | (54,290) | ||||
Issuance of shares related to stock-based compensation | 267 | $ 3 | 1,326 | $ (1,062) | ||
Stock-based compensation expense | 5,393 | 5,393 | ||||
Foreign currency translation adjustment, net of tax | (2,188) | (2,188) | ||||
Net income | 9,314 | 9,314 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 61,557,811 | |||||
Ending balance at Mar. 31, 2023 | $ 395,053 | $ 616 | 1,112,420 | $ (469,941) | (18,449) | (229,593) |
Ending balance, treasury stock (in shares) at Mar. 31, 2023 | (26,739,832) | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 35,302,746 | 62,660,783 | ||||
Beginning balance at Dec. 31, 2023 | $ 152,700 | $ 627 | 1,151,259 | $ (485,793) | (15,191) | (498,202) |
Beginning balance, treasury stock (in shares) at Dec. 31, 2023 | (27,358,037) | (27,358,037) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares related to stock-based compensation (in shares) | 645,463 | (121,301) | ||||
Issuance of shares related to stock-based compensation | $ 918 | $ 6 | 3,206 | $ (2,294) | ||
Stock-based compensation expense | 5,289 | 5,289 | ||||
Foreign currency translation adjustment, net of tax | (265) | (265) | ||||
Net income | $ 8,424 | 8,424 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 35,826,908 | 63,306,246 | ||||
Ending balance at Mar. 31, 2024 | $ 167,066 | $ 633 | $ 1,159,754 | $ (488,087) | $ (15,456) | $ (489,778) |
Ending balance, treasury stock (in shares) at Mar. 31, 2024 | (27,479,338) | (27,479,338) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net income | $ 8,424 | $ 9,314 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,553 | 15,431 |
Amortization of deferred commissions | 4,849 | 2,688 |
Amortization of debt issuance costs | 1,310 | 1,361 |
Deferred income taxes | (3,110) | (1,675) |
Provision for credit losses and service credits | 7,475 | 5,755 |
Stock-based compensation expense | 5,289 | 5,393 |
Other components of net periodic pension cost | 1,581 | 121 |
Loss (gain) on foreign currency exchange rates | 2,373 | (881) |
Other | (3,152) | (756) |
Changes in working capital items, excluding acquisitions: | ||
Accounts receivable | (9,750) | 16,268 |
Contract assets | (1,670) | 463 |
Prepaid expenses and other assets | (18,169) | (17,367) |
Accounts payable and accrued liabilities | (5,754) | (6,515) |
Other liabilities | 1,189 | 2,711 |
Net cash provided by operating activities | 5,438 | 32,311 |
Cash Flows from Investing Activities | ||
Additions to fixed assets and capitalized software | (7,278) | (5,136) |
Net cash used in investing activities | (7,278) | (5,136) |
Cash Flows from Financing Activities | ||
Payments of Term Loan | (9,368) | (35,000) |
Proceeds from ABL Facility | 205,351 | 272,857 |
Payments of ABL Facility | (198,459) | (255,179) |
Other | 918 | 267 |
Net cash used in financing activities | (1,558) | (17,055) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (723) | (290) |
(Decrease) increase in cash, cash equivalents and restricted cash | (4,121) | 9,830 |
Cash, cash equivalents and restricted cash, beginning of period | 20,530 | 18,180 |
Cash, cash equivalents and restricted cash, end of period | 16,409 | 28,010 |
Supplemental Information | ||
Cash paid for interest | 11,911 | 15,008 |
Cash paid (received) for income taxes, net | $ 1,915 | $ (992) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies General Thryv Holdings, Inc. (“ Thryv ” or the “ Company ”) provides small-to-medium sized businesses (“ SMBs ”) with print and digital marketing services and Software as a Service (“ SaaS ”) business management tools. The Company owns and operates Print Yellow Pages ( "PYP" or “Print” ) and digital marketing services ( “Digital” ), which includes Internet Yellow Pages ( "IYP" ), search engine marketing ( "SEM" ), and other digital media services, including online display advertising, and search engine optimization ( "SEO" ) tools. In addition, through the Thryv® platform, the Company is a provider of SaaS business management, communication, and marketing 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 . During the first quarter of 2024, the Company changed the internal reporting provided to the chief operating decision maker ( "CODM" ). As a result, the Company reevaluated its segment reporting and determined that Thryv U.S. Marketing Services and Thryv International Marketing Services should be reflected as a single reportable segment, and that Thryv U.S. SaaS and Thryv International SaaS should be reflected as a single reportable segment. As such, beginning on January 1, 2024, the results of our Marketing Services and SaaS businesses will be presented as two reportable segments. Comparative prior periods have been recast to reflect the current presentation. The Company reports its results based on two reportable segments (see Note 15, Segment Information) : • Thryv Marketing Services, which includes the Company's Print and Digital solutions business; and • Thryv SaaS, which includes the Company's SaaS flagship all-in-one small business management modular software platform. Basis of Presentation The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“ U.S. GAAP ”). The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 have been prepared on the same basis as the audited annual financial statements . The consolidated balance sheet as of December 31, 2023 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, 2023. 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, 2023. There have been no changes to the Company's significant accounting policies during the three months ended March 31, 2024. Restricted Cash The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the three months ended March 31, 2024 and 2023: (in thousands) March 31, 2024 March 31, 2023 Cash and cash equivalents $ 14,394 $ 15,395 Restricted cash, included in Other current assets 2,015 12,615 Total cash, cash equivalents and restricted cash $ 16,409 $ 28,010 Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“ FASB ”) issued ASU No. 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” (“ ASU 2023-07 ”). ASU 2023-07 requires additional disclosures, including more detailed information about segment expenses about a public entity’s reportable segments on an annual and interim basis. The new segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management will review the extent of new disclosures necessary in the coming quarters, prior to implementation in the Company's 2024 Annual Report on Form 10-K. Other than additional disclosures, the Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” (“ ASU 2023-09 ”). ASU 2023-09 requires additional disclosures primarily related to the rate reconciliation and income taxes paid information. The new income tax disclosures are effective for fiscal years beginning after December 15, 2024. Management will review the extent of new disclosures necessary in the coming years, prior to implementation in the Company's 2025 Annual Report on Form 10-K. Other than additional disclosures, the Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
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 Yellow Acquisition expanded the Company's market share with a broader geographical footprint and provided the Company with an increase in our clients. Yellow is a provider of marketing solutions serving SMBs in New Zealand. Control was obtained by means of acquiring all the voting interests. 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 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 was allocated to the Thryv Marketing Services segment. The goodwill recognized is not deductible for income tax purposes. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
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 represent remaining performance obligations that consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. The Company recognizes revenue on all of its remaining performance obligations within the next twelve months. For the three months ended March 31, 2024, the Company recognized revenue of $28.5 million that was recorded in Contract liabilities as of December 31, 2023 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 was 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 March 31, 2024 and December 31, 2023, the Company no longer recorded a Level 1 indemnification asset because it was settled on June 22, 2023. A gain of $0.8 million from the change in fair value of the Company’s Level 1 indemnification asset during the three months ended March 31, 2023 was recorded in General and administrative expense on the Company's consolidated statements of operations and comprehensive income. The $15.8 million Indemnity Amount, which was 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 March 31, 2024 and December 31, 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: March 31, 2024 December 31, 2023 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 291,831 $ 293,839 $ 300,052 $ 300,052 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table sets forth the changes in the carrying amount of the Company's goodwill for the three months ended March 31, 2024 and the year ended December 31, 2023 . (in thousands) Thryv Marketing Services Thryv SaaS Total Balance as of December 31, 2022 $ 347,120 $ 218,884 $ 566,004 Yellow Acquisition (1) 5,129 — 5,129 Impairments (268,800) — (268,800) Effects of foreign currency translation 67 — 67 Balance as of December 31, 2023 $ 83,516 $ 218,884 $ 302,400 Effects of foreign currency translation (2,774) — (2,774) Balance as of March 31, 2024 $ 80,742 $ 218,884 $ 299,626 (1) Yellow was included in the Thryv Marketing Services reporting unit. In the first quarter of 2024, the Company changed its reporting structure from four to two reporting units. Accordingly, the Company assessed its goodwill for impairment under a four reporting unit structure prior to the assessment. Upon completion of this assessment, the Company determined that no impairment existed. Subsequent to this review and after allocating goodwill to the new reporting units based on relative fair value, the Company reassessed goodwill for impairment at the new reporting unit level (i.e., the Marketing Services and SaaS reporting units). Based upon each of these assessments, the Company determined no impairment existed for any of the Company's reporting units. Intangible Assets The following tables set forth the details of the Company's intangible assets as of March 31, 2024 and December 31, 2023 : As of March 31, 2024 (in thousands) Gross Accumulated Net Weighted Client relationships $ 795,808 $ (787,496) $ 8,312 1.2 Trademarks and domain names 223,410 (221,024) 2,386 2.0 Covenants not to compete 9,220 (8,292) 928 0.5 Total intangible assets $ 1,028,438 $ (1,016,812) $ 11,626 1.3 As of December 31, 2023 (in thousands) Gross Accumulated Net Weighted Client relationships $ 799,882 $ (787,736) $ 12,146 1.4 Trademarks and domain names 224,423 (220,886) 3,537 1.9 Covenants not to compete 10,446 (7,341) 3,105 0.8 Total intangible assets $ 1,034,751 $ (1,015,963) $ 18,788 1.4 Amortization expense for intangible assets for the three months ended March 31, 2024 was $5.4 million . Amortization expense for intangible assets for the three months ended March 31, 2023 was $6.2 million. Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2024 (remaining) $ 9,170 2025 1,889 2026 395 2027 131 2028 41 Total $ 11,626 |
Allowance for Credit Losses
Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and 2023: (in thousands) March 31, 2024 March 31, 2023 Balance as of January 1 $ 14,961 $ 14,799 Additions (1) 5,970 3,847 Deductions (2) (3,063) (5,420) Balance as of March 31 (3) $ 17,868 $ 13,226 (1) For the three months ended March 31, 2024 and 2023, the Company recorded a provision for credit losses of $6.0 million and $3.8 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive income. (2) For the three months ended March 31, 2024 and 2023, the deductions represent amounts written off as uncollectible, net of recoveries. (3) As of March 31, 2024, $17.8 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of March 31, 2023, $13.2 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: (in thousands) March 31, 2024 December 31, 2023 Accrued salaries and related expenses $ 37,892 $ 57,357 Accrued expenses 36,909 37,889 Accrued taxes 12,170 8,832 Accrued service credits 2,171 1,825 Accrued liabilities $ 89,142 $ 105,903 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table sets forth the Company's outstanding debt obligations as of March 31, 2024 and December 31, 2023: (in thousands) Maturity Interest Rate March 31, 2024 December 31, 2023 Term Loan March 1, 2026 SOFR + 8.5% $ 300,000 $ 309,368 ABL Facility (Seventh Amendment) March 1, 2026 Adjusted Daily Simple SOFR + 3.0% 55,737 48,845 Unamortized original issue discount and debt issuance costs (8,169) (9,316) Total debt obligations $ 347,568 $ 348,897 Current portion of Term Loan (52,500) (70,000) Total long-term debt obligations $ 295,068 $ 278,897 Term Loan On March 1, 2021, the Company entered into a Term Loan credit agreement (the “ Term Loan ”). 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 March 31, 2024 and December 31, 2023 , no portion of the Term Loan was held by related parties. The Term Loan Facility matures on March 1, 2026. Through the 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-based rate 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 connection with these amendments, the Company applied the modification accounting relief provided by the FASB in ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ”. On May 1, 2024, the Company entered into a new Term Loan Credit Agreement (the “ Term Loan Agreement ”), the proceeds of which were used to refinance and pay off in full the Company’s previous term loan facility and to pay fees and expenses related to the refinancing. The Current portion of Term Loan reflects the current portion of the mandatory amortization payments under the new Term Loan Agreement. See Note 16, Subsequent Events . The Company has recorded accrued interest of $1.3 million and $1.1 million as of March 31, 2024 and December 31, 2023, respectively. Accrued interest is included in Other current liabilities on the Company's consolidated balance sheets. The Term Loan, which was incurred by Thryv, Inc., the Company’s operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and the Company, and is guaranteed by the Company and certain of its subsidiaries. Term Loan Covenants The Term Loan contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, sales of assets, sale-leaseback transactions, swap agreements, payments of dividends or distributions, payments in respect of certain indebtedness, certain affiliate transactions, restrictive amendments to agreements, changes in business, amendments of certain material documents, capital expenditures, mergers, consolidations and liquidations, and use of the proceeds. Additionally, the Company is required to maintain compliance with a Total Net Leverage Ratio, calculated as Net Debt to Consolidated EBITDA, which shall not be greater than 3.0 to 1.0 as of the last day of each fiscal quarter. As of March 31, 2024, 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 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. In connection with these amendments, the Company applied the modification accounting relief provided by the FASB in ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ”. As of March 31, 2024 and December 31, 2023, the Company had debt issuance costs with a remaining balance of $1.3 million and $1.4 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets. As of March 31, 2024, the Company had borrowing base availability of $40.2 million. As a result of certain restrictions in the Company's debt agreements, as of March 31, 2024, approximately $27.9 million was available to be drawn upon under the ABL Facility. ABL Facility Covenants The ABL Facility contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, disposals of assets, payments of certain indebtedness, certain affiliate transactions, changes in fiscal year or accounting methods, issuance or sale of equity instruments, mergers, liquidations and consolidations, use of proceeds, maintenance of certain deposit accounts, compliance with certain ERISA requirements and compliance with certain Australian tax requirements. The Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) Consolidated EBITDA as defined in the ABL credit agreement for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid during such period, (c) all federal, state, and local income taxes accrued during such period, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or their affiliates during such period, and (e) all restricted payments paid during such period (whether in cash or other property, other than common equity interest). The Company is also required to maintain excess availability of at least $14.0 million, and U.S. excess availability of $10.0 million, in each case, at all times. As of March 31, 2024, the Company was in compliance with its ABL Facility covenants. The Company also expects to be in compliance with these covenants for the next twelve months. |
Pensions
Pensions | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Pensions | Pensions The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The Company immediately recognizes actuarial gains and losses in its operating results in the period in which the gains and losses occur. The Company estimates the interest cost component of net periodic pension cost by utilizing a full yield curve approach and applying the specific spot rates along the yield curve used in the determination of the benefit obligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates. Net Periodic Pension Cost The following table details the other components of net periodic pension cost for the Company's pension plans: Three Months Ended March 31, (in thousands) 2024 2023 Interest cost $ 4,824 $ 3,504 Expected return on assets (3,243) (3,383) Net periodic pension cost $ 1,581 $ 121 Since all pension plans are frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows. During the three months ended March 31, 2024, the Company made no contributions to the qualified plans and contributions and associated payments of $0.1 million to the non-qualified plans. During the three months ended March 31, 2023, the Company made n o cash contributions to the qualified plans, and contributions and associated payments of $0.1 million to the non-qualified plans. For the fiscal year 2024, the Company expects to contribute approximately $6.0 million to the qualified plans and approximately $0.5 million to the non-qualified plans. |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stock-Based Compensation and Stockholders' Equity | Stock-Based Compensation and Stockholders' Equity Stock-Based Compensation Expense The following table sets forth stock-based compensation expense recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented: Three Months Ended March 31, (in thousands) 2024 2023 Cost of services $ 173 $ 149 Sales and marketing 1,027 2,658 General and administrative 4,089 2,586 Stock-based compensation expense $ 5,289 $ 5,393 The following table sets forth stock-based compensation expense by award type during the periods presented: Three Months Ended March 31, (in thousands) 2024 2023 RSUs $ 3,397 $ 2,411 PSUs 1,496 2,263 Stock options 147 428 ESPP 249 291 Stock-based compensation expense $ 5,289 $ 5,393 Restricted Stock Units The following table sets forth the Company's restricted stock unit (“ RSU ”) activity during the three months ended March 31, 2024: Number of Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2023 992,464 $ 21.52 Granted 815,260 18.26 Vested (374,520) 21.93 Forfeited (139,276) 19.37 Nonvested balance as of March 31, 2024 1,293,928 $ 19.58 The Company grants RSUs to the Company's employees and non-employee directors under the Company’s 2020 Incentive Award Plan (the “ 2020 Plan ”). Pursuant to the RSU award agreements, each RSU entitles the recipient to one share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements. The fair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest over the requisite service period, which ranges between one year and three years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members. As of March 31, 2024, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately $22.3 million and is expected to be recognized over a weighted-average period of 2.19 years. During the three months ended March 31, 2024, the Company issued an aggregate of 374,520 shares of common stock to employees and non-employee directors upon the vesting 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 three months ended March 31, 2024: Number of Performance-Based Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2023 1,130,779 $ 23.68 Granted 650,022 18.80 Vested (58,746) 24.05 Forfeited (261,644) 21.47 Nonvested balance as of March 31, 2024 1,460,411 $ 21.89 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 certain performance measures 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. The 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. The grant date fair value of PSUs that vest relative to a market condition is measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. As of March 31, 2024, the nonvested balance of PSUs that vest based on performance and market conditions are 712,328 and 1,068,473 shares, respectively. As of March 31, 2024, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately $18.9 million and is expected to be recognized over a weighted-average period of 1.87 years. Stock Options As of March 31, 2024, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was approximately $0.3 million , and is expected to be recognized over a weighted average period of 0.54 years. As of March 31, 2024, there were 83,334 stock options expected to vest with a weighted-average grant-date fair value of $12.98. During the three months ended March 31, 2024, the Company issued an aggregate of 270,943 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share. During the three months ended March 31, 2023, the Company issued an aggregate of 113,620 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share. Employee Stock Purchase Plan During the three months ended March 31, 2024 and 2023, no shares were issued through the Employee Stock Purchase Plan (“ ESPP” ). |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023: Three Months Ended March 31, (in thousands, except share and per share amounts) 2024 2023 Basic net income per share: Net income $ 8,424 $ 9,314 Weighted-average common shares outstanding during the period 35,186,121 34,606,864 Basic net income per share $ 0.24 $ 0.27 Three Months Ended March 31, (in thousands, except share and per share amounts) 2024 2023 Diluted net income per share: Net income $ 8,424 $ 9,314 Weighted-average basic shares outstanding during the period 35,186,121 34,606,864 Plus: Common stock equivalents associated with stock-based compensation 2,799,664 2,374,788 Weighted-average diluted shares outstanding 37,985,785 36,981,652 Diluted net income per share $ 0.22 $ 0.25 The computation of weighted-average diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Outstanding RSUs 139,664 317,240 Outstanding PSUs 96,515 284,025 Outstanding ESPP shares 42,764 48,133 Outstanding stock warrants — 5,237,415 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate (“ ETR ”) was 39.0% for the three months ended March 31, 2024, and 32.6% for the three months ended March 31, 2023. 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, change in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions. As of March 31, 2024 and December 31, 2023, the amount of unrecognized tax benefits was $17.8 million and $17.1 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of March 31, 2024 and December 31, 2023, the Company had $9.5 million and $9.0 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. Risks Related to Taxes and Tariffs The international tax environment remains highly uncertain and increasingly complex as evidenced by initiatives put forth by the Organization for Economic Co-operation and Development (“ OECD ”), which includes the introduction of a global minimum tax at a rate of 15% under the OECD’s Pillar Two rules. We continue to monitor these proposals closely and, if enacted by various countries in which we do business, they may increase our taxes in the applicable jurisdictions or cause us to change the way we operate our business and result in increased taxation of our international earnings. As of the quarter ended March 31, 2024, Pillar Two legislation enacted by countries in which Thryv operates is not expected to materially impact the Company’s taxes in 2024. |
Contingent Liabilities
Contingent Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
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, 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. Several appeals c onferences for YP have been held. The Company is working through ongoing settlement negotiations with the Appeals Officer related to the Section 199 disallowance. The Company and the IRS also 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 has been unsuccessful in its attempt to negotiate a settlement with IRS Appeals, and the IRS issued a 90-day notice to the Company. The Company filed a petition in the U.S. Tax Court to challenge the IRS denial. As of March 31, 2024 and December 31, 2023, the Company has reserved $26.6 million and $26.1 million, respectively, in connection with the Section 199 disallowance and less than $0.1 million related to the research and development tax credit disallowance. See Note 4, Fair Value Measurements, for a discussion of the Company's former indemnification asset related to these matters . 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. Once finalized, the Draft Settlement will result in a decrease in the unrecognized tax benefit recorded for this tax position. During the year ended December 31, 2023 , the Company recorded a measurement adjustment to the uncertain tax position liability to account for the new information received from the Draft Settlement. The Company is in continued discussion with the IRS regarding the finalization of this case and final tax impact that will result. As of March 31, 2024, the final settlement has not been issued by the IRS. Accordingly, the Company does not consider the matter effectively settled. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | Changes in Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the three months ended March 31, 2024 and 2023: Accumulated Other Comprehensive Loss (in thousands) 2024 2023 Beginning balance at January 1, $ (15,191) $ (16,261) Foreign currency translation adjustment, net of tax expense of $0.1 million and $0.7 million, respectively (265) (2,188) Ending balance at March 31, $ (15,456) $ (18,449) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information During the first quarter of 2024, the Company changed the internal reporting provided to the CODM. As a result, the Company reevaluated its segment reporting, as discussed in Note 1, Description of Business and Summary of Significant Accounting Policies . The Company determined that the Company manages its operations using two operating segments, which are also its reportable segments: (1) Thryv Marketing Services and (2) Thryv SaaS. Comparative prior periods have been recast to reflect the current presentation. The Company does not allocate assets to its segments and the CODM does not evaluate performance or allocate resources based on segment asset data, and therefore, such information is not presented. The following tables summarize the operating results of the Company's reportable segments: Three Months Ended March 31, 2024 (in thousands) Thryv Marketing Services Thryv SaaS Total Revenue $ 159,302 $ 74,322 $ 233,624 Segment Gross Profit 104,546 49,095 153,641 Segment Adjusted EBITDA 50,679 3,435 54,114 Three Months Ended March 31, 2023 (in thousands) Thryv Marketing Services Thryv SaaS Total Revenue $ 185,626 $ 59,929 $ 245,555 Segment Gross Profit 117,654 37,154 154,808 Segment Adjusted EBITDA 58,673 (204) 58,469 A reconciliation of the Company’s Income before income tax expense to total Segment Adjusted EBITDA is as follows : Three Months Ended March 31, (in thousands) 2024 2023 Income before income tax expense $ 13,821 $ 13,810 Interest expense 13,359 16,488 Depreciation and amortization expense 14,553 15,431 Stock-based compensation expense 5,289 5,393 Restructuring and integration expenses 5,265 5,340 Transaction costs (1) — 373 Other components of net periodic pension cost 1,581 121 Non-cash gain from remeasurement of indemnification asset — (756) Other 246 2,269 Total Segment Adjusted EBITDA $ 54,114 $ 58,469 (1) Consists of expenses related to the Yellow Acquisition and other transaction cost s. The following table sets forth the Company's disaggregation of Revenue based on services for the periods indicated: Three Months Ended March 31, (in thousands) 2024 2023 Thryv Marketing Services Print $ 84,636 $ 77,366 Digital 74,666 108,260 Total Thryv Marketing Services 159,302 185,626 Thryv SaaS 74,322 59,929 Revenue $ 233,624 $ 245,555 Revenue by geography is based on the location of the customer. The following table sets forth the Company's disaggregation of Revenue based on geographic region for the periods indicated: Three Months Ended March 31, (in thousands) 2024 2023 United States $ 196,440 $ 205,427 International 37,184 40,128 Revenue $ 233,624 $ 245,555 Thryv Australia's revenue attributed to the International region was approximately 14.3% and 16.3% of total revenue for the three months ended March 31, 2024 and 2023, respectively. No other individual country from the International region contributed more than 10% of total revenue for the three months ended March 31, 2024 and 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Financing Agreements Term Loan Agreement On May 1, 2024, the Company entered into the new Term Loan Agreement, the proceeds of which were used to refinance and pay off in full the Company’s previous term loan facility and to pay fees and expenses related to the refinancing. The Term Loan Agreement established a senior secured term loan facility (the “ New Term Loan Facility ”) in an aggregate principal amount equal to $350.0 million. The New Term Loan Facility matures on May 1, 2029 and borrowings under the New Term Loan Facility will bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum equal to (i) 6.75% (for SOFR loans) and (ii) 5.75% (for base rate loans). The New Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the first two years following the closing date of the Term Loan Agreement, and (ii) $35.0 million per year thereafter. ABL Credit Agreement On May 1, 2024, the Company entered into a new Credit Agreement (the “ ABL Credit Agreement ”), which established a new $85.0 million asset-based revolving loan facility (the “ New ABL Facility ”). The New ABL Facility refinanced the Company’s previous asset-based revolving loan facility. Proceeds of the New ABL Facility may be used by the Company for ongoing general corporate purposes and working capital. As of May 1, 2024, the Company had borrowing base availability of $55.0 million. As a result of certain restrictions in the Company's debt agreements, as of May 1, 2024, approximately $44.4 million was available to be drawn upon under the New ABL Facility. The New ABL Facility matures on May 1, 2028 and borrowings under the New ABL Facility will bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum, depending on the average excess availability under the New ABL Facility, equal to (i) 2.50%-2.75% (for SOFR loans) and (ii) 1.50%-1.75% (for base rate loans). The fee for undrawn commitments under the New ABL Facility is equal to 0.375% per annum. Share Repurchase Program On April 30, 2024, the Board authorized a new share repurchase program (the “ Share Repurchase Program ”), under which the Company may repurchase up to $40.0 million in shares of Common Stock through April 30, 2029. The repurchase program will be subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s new Term Loan Agreement and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time. As of May 2, 2024, the Company had not repurchased any shares under the Share Repurchase Program. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income | $ 8,424 | $ 9,314 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“ U.S. GAAP ”). The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three months ended March 31, 2024 and 2023 have been prepared on the same basis as the audited annual financial statements . The consolidated balance sheet as of December 31, 2023 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, 2023. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities. Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts relating to the accounting for income taxes, including valuation allowance, indemnification asset, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, accrued service credits, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets. |
Restricted Cash | Restricted Cash The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the three months ended March 31, 2024 and 2023: (in thousands) March 31, 2024 March 31, 2023 Cash and cash equivalents $ 14,394 $ 15,395 Restricted cash, included in Other current assets 2,015 12,615 Total cash, cash equivalents and restricted cash $ 16,409 $ 28,010 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“ FASB ”) issued ASU No. 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” (“ ASU 2023-07 ”). ASU 2023-07 requires additional disclosures, including more detailed information about segment expenses about a public entity’s reportable segments on an annual and interim basis. The new segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management will review the extent of new disclosures necessary in the coming quarters, prior to implementation in the Company's 2024 Annual Report on Form 10-K. Other than additional disclosures, the Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” (“ ASU 2023-09 ”). ASU 2023-09 requires additional disclosures primarily related to the rate reconciliation and income taxes paid information. The new income tax disclosures are effective for fiscal years beginning after December 15, 2024. Management will review the extent of new disclosures necessary in the coming years, prior to implementation in the Company's 2025 Annual Report on Form 10-K. Other than additional disclosures, the Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the three months ended March 31, 2024 and 2023: (in thousands) March 31, 2024 March 31, 2023 Cash and cash equivalents $ 14,394 $ 15,395 Restricted cash, included in Other current assets 2,015 12,615 Total cash, cash equivalents and restricted cash $ 16,409 $ 28,010 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value and Carrying Value of Debt Instruments | The following table sets forth the carrying amount and fair value of the Term Loan: March 31, 2024 December 31, 2023 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan, net $ 291,831 $ 293,839 $ 300,052 $ 300,052 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth the changes in the carrying amount of the Company's goodwill for the three months ended March 31, 2024 and the year ended December 31, 2023 . (in thousands) Thryv Marketing Services Thryv SaaS Total Balance as of December 31, 2022 $ 347,120 $ 218,884 $ 566,004 Yellow Acquisition (1) 5,129 — 5,129 Impairments (268,800) — (268,800) Effects of foreign currency translation 67 — 67 Balance as of December 31, 2023 $ 83,516 $ 218,884 $ 302,400 Effects of foreign currency translation (2,774) — (2,774) Balance as of March 31, 2024 $ 80,742 $ 218,884 $ 299,626 (1) |
Schedule of Finite-Lived Intangible Assets | The following tables set forth the details of the Company's intangible assets as of March 31, 2024 and December 31, 2023 : As of March 31, 2024 (in thousands) Gross Accumulated Net Weighted Client relationships $ 795,808 $ (787,496) $ 8,312 1.2 Trademarks and domain names 223,410 (221,024) 2,386 2.0 Covenants not to compete 9,220 (8,292) 928 0.5 Total intangible assets $ 1,028,438 $ (1,016,812) $ 11,626 1.3 As of December 31, 2023 (in thousands) Gross Accumulated Net Weighted Client relationships $ 799,882 $ (787,736) $ 12,146 1.4 Trademarks and domain names 224,423 (220,886) 3,537 1.9 Covenants not to compete 10,446 (7,341) 3,105 0.8 Total intangible assets $ 1,034,751 $ (1,015,963) $ 18,788 1.4 |
Schedule of Finite-Lived Intangible Assets, Estimated Future Amortization Expense | Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2024 (remaining) $ 9,170 2025 1,889 2026 395 2027 131 2028 41 Total $ 11,626 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and 2023: (in thousands) March 31, 2024 March 31, 2023 Balance as of January 1 $ 14,961 $ 14,799 Additions (1) 5,970 3,847 Deductions (2) (3,063) (5,420) Balance as of March 31 (3) $ 17,868 $ 13,226 (1) For the three months ended March 31, 2024 and 2023, the Company recorded a provision for credit losses of $6.0 million and $3.8 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive income. (2) For the three months ended March 31, 2024 and 2023, the deductions represent amounts written off as uncollectible, net of recoveries. (3) As of March 31, 2024, $17.8 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: (in thousands) March 31, 2024 December 31, 2023 Accrued salaries and related expenses $ 37,892 $ 57,357 Accrued expenses 36,909 37,889 Accrued taxes 12,170 8,832 Accrued service credits 2,171 1,825 Accrued liabilities $ 89,142 $ 105,903 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table sets forth the Company's outstanding debt obligations as of March 31, 2024 and December 31, 2023: (in thousands) Maturity Interest Rate March 31, 2024 December 31, 2023 Term Loan March 1, 2026 SOFR + 8.5% $ 300,000 $ 309,368 ABL Facility (Seventh Amendment) March 1, 2026 Adjusted Daily Simple SOFR + 3.0% 55,737 48,845 Unamortized original issue discount and debt issuance costs (8,169) (9,316) Total debt obligations $ 347,568 $ 348,897 Current portion of Term Loan (52,500) (70,000) Total long-term debt obligations $ 295,068 $ 278,897 |
Pensions (Tables)
Pensions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Pension Cost (Benefit) | The following table details the other components of net periodic pension cost for the Company's pension plans: Three Months Ended March 31, (in thousands) 2024 2023 Interest cost $ 4,824 $ 3,504 Expected return on assets (3,243) (3,383) Net periodic pension cost $ 1,581 $ 121 |
Stock-Based Compensation and _2
Stock-Based Compensation and Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Share-based Payment Arrangement, Cost by Plan | The following table sets forth stock-based compensation expense recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented: Three Months Ended March 31, (in thousands) 2024 2023 Cost of services $ 173 $ 149 Sales and marketing 1,027 2,658 General and administrative 4,089 2,586 Stock-based compensation expense $ 5,289 $ 5,393 |
Schedule of Stock-based Compensation Expense | The following table sets forth stock-based compensation expense by award type during the periods presented: Three Months Ended March 31, (in thousands) 2024 2023 RSUs $ 3,397 $ 2,411 PSUs 1,496 2,263 Stock options 147 428 ESPP 249 291 Stock-based compensation expense $ 5,289 $ 5,393 |
Schedule of Nonvested Restricted Stock Shares Activity | The following table sets forth the Company's restricted stock unit (“ RSU ”) activity during the three months ended March 31, 2024: Number of Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2023 992,464 $ 21.52 Granted 815,260 18.26 Vested (374,520) 21.93 Forfeited (139,276) 19.37 Nonvested balance as of March 31, 2024 1,293,928 $ 19.58 |
Schedule of Nonvested Performance-Based Units Activity | The following table sets forth the Company's performance-based restricted stock unit (“ PSU ”) activity during the three months ended March 31, 2024: Number of Performance-Based Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2023 1,130,779 $ 23.68 Granted 650,022 18.80 Vested (58,746) 24.05 Forfeited (261,644) 21.47 Nonvested balance as of March 31, 2024 1,460,411 $ 21.89 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023: Three Months Ended March 31, (in thousands, except share and per share amounts) 2024 2023 Basic net income per share: Net income $ 8,424 $ 9,314 Weighted-average common shares outstanding during the period 35,186,121 34,606,864 Basic net income per share $ 0.24 $ 0.27 Three Months Ended March 31, (in thousands, except share and per share amounts) 2024 2023 Diluted net income per share: Net income $ 8,424 $ 9,314 Weighted-average basic shares outstanding during the period 35,186,121 34,606,864 Plus: Common stock equivalents associated with stock-based compensation 2,799,664 2,374,788 Weighted-average diluted shares outstanding 37,985,785 36,981,652 Diluted net income per share $ 0.22 $ 0.25 |
Schedule of Computation of Diluted Shares Outstanding | The computation of weighted-average diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Outstanding RSUs 139,664 317,240 Outstanding PSUs 96,515 284,025 Outstanding ESPP shares 42,764 48,133 Outstanding stock warrants — 5,237,415 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the three months ended March 31, 2024 and 2023: Accumulated Other Comprehensive Loss (in thousands) 2024 2023 Beginning balance at January 1, $ (15,191) $ (16,261) Foreign currency translation adjustment, net of tax expense of $0.1 million and $0.7 million, respectively (265) (2,188) Ending balance at March 31, $ (15,456) $ (18,449) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables summarize the operating results of the Company's reportable segments: Three Months Ended March 31, 2024 (in thousands) Thryv Marketing Services Thryv SaaS Total Revenue $ 159,302 $ 74,322 $ 233,624 Segment Gross Profit 104,546 49,095 153,641 Segment Adjusted EBITDA 50,679 3,435 54,114 Three Months Ended March 31, 2023 (in thousands) Thryv Marketing Services Thryv SaaS Total Revenue $ 185,626 $ 59,929 $ 245,555 Segment Gross Profit 117,654 37,154 154,808 Segment Adjusted EBITDA 58,673 (204) 58,469 |
Schedule of Reconciliation of Earnings Before Interest, Tax, Depreciation, and Amortization from Segments to Consolidated | A reconciliation of the Company’s Income before income tax expense to total Segment Adjusted EBITDA is as follows : Three Months Ended March 31, (in thousands) 2024 2023 Income before income tax expense $ 13,821 $ 13,810 Interest expense 13,359 16,488 Depreciation and amortization expense 14,553 15,431 Stock-based compensation expense 5,289 5,393 Restructuring and integration expenses 5,265 5,340 Transaction costs (1) — 373 Other components of net periodic pension cost 1,581 121 Non-cash gain from remeasurement of indemnification asset — (756) Other 246 2,269 Total Segment Adjusted EBITDA $ 54,114 $ 58,469 (1) Consists of expenses related to the Yellow Acquisition and other transaction cost s. |
Schedule of Disaggregation of Revenue | The following table sets forth the Company's disaggregation of Revenue based on services for the periods indicated: Three Months Ended March 31, (in thousands) 2024 2023 Thryv Marketing Services Print $ 84,636 $ 77,366 Digital 74,666 108,260 Total Thryv Marketing Services 159,302 185,626 Thryv SaaS 74,322 59,929 Revenue $ 233,624 $ 245,555 Revenue by geography is based on the location of the customer. The following table sets forth the Company's disaggregation of Revenue based on geographic region for the periods indicated: Three Months Ended March 31, (in thousands) 2024 2023 United States $ 196,440 $ 205,427 International 37,184 40,128 Revenue $ 233,624 $ 245,555 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 14,394 | $ 18,216 | $ 15,395 | |
Restricted cash, included in Other current assets | 2,015 | 12,615 | ||
Total cash, cash equivalents and restricted cash | $ 16,409 | $ 20,530 | $ 28,010 | $ 18,180 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Apr. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 299,626 | $ 302,400 | $ 566,004 | |
Yellow New Zealand | ||||
Business Acquisition [Line Items] | ||||
Acquisition of a business, net of cash acquired | $ 8,897 | |||
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 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 03, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 299,626 | $ 302,400 | $ 566,004 | |
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 | $ 8,897 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue recognized | $ 28.5 | $ 29.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligations period (in months) | 12 months |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 22, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Non-cash gain from remeasurement of indemnification asset | $ 0 | $ 756 | ||
Treasury Stock | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Settlement of indemnification asset | $ 15,800 | |||
Settlement of indemnification asset (in shares) | 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 - Sched
Fair Value Measurements - Schedule of Fair Value and Carrying Value of Debt Instruments (Details) - Term Loan - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying Amount | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 291,831 | $ 300,052 |
Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term Loan, net | $ 293,839 | $ 300,052 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 302,400 | $ 566,004 |
Yellow Acquisition | 5,129 | |
Impairments | (268,800) | |
Effects of foreign currency translation | (2,774) | 67 |
Ending balance | 299,626 | |
Thryv Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 83,516 | 347,120 |
Yellow Acquisition | 5,129 | |
Impairments | (268,800) | |
Effects of foreign currency translation | (2,774) | 67 |
Ending balance | 80,742 | |
Thryv SaaS | ||
Goodwill [Roll Forward] | ||
Beginning balance | 218,884 | 218,884 |
Yellow Acquisition | 0 | |
Impairments | 0 | |
Effects of foreign currency translation | 0 | $ 0 |
Ending balance | $ 218,884 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) reporting_unit | Mar. 31, 2023 USD ($) | Dec. 31, 2023 reporting_unit | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Number of reporting units | reporting_unit | 2 | 4 | |
Amortization expense | $ | $ 5.4 | $ 6.2 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,028,438 | $ 1,034,751 |
Accumulated Amortization | (1,016,812) | (1,015,963) |
Total | $ 11,626 | $ 18,788 |
Weighted average remaining amortization period in years (in years) | 1 year 3 months 18 days | 1 year 4 months 24 days |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 795,808 | $ 799,882 |
Accumulated Amortization | (787,496) | (787,736) |
Total | $ 8,312 | $ 12,146 |
Weighted average remaining amortization period in years (in years) | 1 year 2 months 12 days | 1 year 4 months 24 days |
Trademarks and domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 223,410 | $ 224,423 |
Accumulated Amortization | (221,024) | (220,886) |
Total | $ 2,386 | $ 3,537 |
Weighted average remaining amortization period in years (in years) | 2 years | 1 year 10 months 24 days |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 9,220 | $ 10,446 |
Accumulated Amortization | (8,292) | (7,341) |
Total | $ 928 | $ 3,105 |
Weighted average remaining amortization period in years (in years) | 6 months | 9 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 (remaining) | $ 9,170 | |
2025 | 1,889 | |
2026 | 395 | |
2027 | 131 | |
2028 | 41 | |
Total | $ 11,626 | $ 18,788 |
Allowance for Credit Losses (De
Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 14,961 | $ 14,799 |
Additions | 5,970 | 3,847 |
Deductions | (3,063) | (5,420) |
Ending balance | 17,868 | 13,226 |
Accounts receivable, allowance for credit loss | 17,800 | 13,200 |
Contract with customer, asset, allowance for credit loss (less than) | $ 100 | $ 100 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related expenses | $ 37,892 | $ 57,357 |
Accrued expenses | 36,909 | 37,889 |
Accrued taxes | 12,170 | 8,832 |
Accrued service credits | 2,171 | 1,825 |
Accrued liabilities | $ 89,142 | $ 105,903 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 21, 2023 | Jun. 01, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Unamortized original issue discount and debt issuance costs | $ (8,169) | $ (9,316) | ||
Total debt obligations | 347,568 | 348,897 | ||
Current portion of Term Loan | (52,500) | (70,000) | ||
Total long-term debt obligations | 295,068 | 278,897 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt obligations | $ 300,000 | 309,368 | ||
Term Loan | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 8.50% | 8.50% | ||
ABL Facility (Seventh Amendment) | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt obligations | $ 55,737 | $ 48,845 | ||
ABL Facility (Seventh Amendment) | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 3% | 3% |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Jun. 21, 2023 | Jun. 01, 2023 | Mar. 01, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Interest payable, current | $ 1,300,000 | $ 1,100,000 | |||
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 | ||||
Term Loan | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 8.50% | ||||
Term Loan | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 7.50% | ||||
Term Loan | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 8.50% | 8.50% | |||
Term Loan | Related Party | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, percent ownership | 38.40% | 0% | 0% | ||
ABL Facility (Seventh Amendment) | Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 175,000,000 | ||||
Extension option, maximum extension, period prior to stated maturity date | 91 days | ||||
Debt issuance costs, line of credit, balance | $ 1,300,000 | $ 1,400,000 | |||
Borrowing base capacity | 40,200,000 | ||||
Current borrowing capacity | 27,900,000 | ||||
Debt instrument, covenant, remaining borrowing capacity required, minimum | 14,000,000 | ||||
Debt instrument, covenant, remaining borrowing capacity required for U.S excess availability, minimum | $ 10,000,000 | ||||
ABL Facility (Seventh Amendment) | LIBOR | Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 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] | |||||
Basis spread on variable rate (as percent) | 2% | ||||
ABL Facility (Seventh Amendment) | Secured Overnight Financing Rate (SOFR) | Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 3% | 3% |
Pensions - Schedule of Componen
Pensions - Schedule of Components of Net Periodic Pension Cost (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Interest cost | $ 4,824 | $ 3,504 |
Expected return on assets | (3,243) | (3,383) |
Net periodic pension cost | $ 1,581 | $ 121 |
Pensions - Narrative (Details)
Pensions - Narrative (Details) - Pension Plan - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Qualified Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Contribution costs | $ 0 | |
Expected future employer contribution, current fiscal year | 6,000,000 | |
Nonqualified Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Contribution costs | 100,000 | $ 100,000 |
Expected future employer contribution, current fiscal year | $ 500,000 |
Stock-Based Compensation and _3
Stock-Based Compensation and Stockholders' Equity - Schedule of Compensation Expense Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,289 | $ 5,393 |
Cost of services | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 173 | 149 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,027 | 2,658 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 4,089 | $ 2,586 |
Stock-Based Compensation and _4
Stock-Based Compensation and Stockholders' Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,289 | $ 5,393 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 3,397 | 2,411 |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,496 | 2,263 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 147 | 428 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 249 | $ 291 |
Stock-Based Compensation and _5
Stock-Based Compensation and Stockholders' Equity - Schedule of Nonvested Units Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
RSUs | |
Number of Restricted Stock Units | |
Nonvested beginning balance (in shares) | shares | 992,464 |
Granted (in shares) | shares | 815,260 |
Vested (in shares) | shares | (374,520) |
Forfeited (in shares) | shares | (139,276) |
Nonvested ending balance (in shares) | shares | 1,293,928 |
Weighted-Average Grant-Date Fair Value | |
Weighted average grant date fair value beginning balance (in dollars per share) | $ / shares | $ 21.52 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 18.26 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 21.93 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 19.37 |
Weighted average grant date fair value ending balance (in dollars per share) | $ / shares | $ 19.58 |
PSUs | |
Number of Restricted Stock Units | |
Nonvested beginning balance (in shares) | shares | 1,130,779 |
Granted (in shares) | shares | 650,022 |
Vested (in shares) | shares | (58,746) |
Forfeited (in shares) | shares | (261,644) |
Nonvested ending balance (in shares) | shares | 1,460,411 |
Weighted-Average Grant-Date Fair Value | |
Weighted average grant date fair value beginning balance (in dollars per share) | $ / shares | $ 23.68 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 18.80 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 24.05 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 21.47 |
Weighted average grant date fair value ending balance (in dollars per share) | $ / shares | $ 21.89 |
Stock-Based Compensation and _6
Stock-Based Compensation and Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
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 | $ 0.3 | ||
Stock options granted during period (in shares) | 270,943 | 113,620 | |
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 | $ 22.3 | ||
Share-based payment arrangement, period for recognition (in years) | 2 years 2 months 8 days | ||
ESPP shares issued during period (in shares) | 374,520 | ||
Nonvested balance (in shares) | 1,293,928 | 992,464 | |
RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period (in years) | 1 year | ||
RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period (in years) | 3 years | ||
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period (in years) | 3 years | ||
Unrecognized stock based compensation expense | $ 18.9 | ||
Share-based payment arrangement, period for recognition (in years) | 1 year 10 months 13 days | ||
Shares of entitled common stock (in shares) | 1.5 | ||
Award vesting period (in years) | 3 years | ||
Nonvested balance (in shares) | 1,460,411 | 1,130,779 | |
PSUs | Performance Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested balance (in shares) | 712,328 | ||
PSUs | Market Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested balance (in shares) | 1,068,473 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, period for recognition (in years) | 6 months 14 days | ||
Stock options expected to vest (in shares) | 83,334 | ||
Stock options expected to vest, weighted average grant-date fair value (in dollars per share) | $ 12.98 | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP shares issued during period (in shares) | 0 | 0 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic net income per share: | ||
Net income | $ 8,424 | $ 9,314 |
Weighted-average common shares outstanding during the period (in shares) | 35,186,121 | 34,606,864 |
Basic net (loss) income per share (in dollars per share) | $ 0.24 | $ 0.27 |
Diluted net income per share: | ||
Net income | $ 8,424 | $ 9,314 |
Weighted-average basic shares outstanding during the period (in shares) | 35,186,121 | 34,606,864 |
Plus: Common stock equivalents associated with stock-based compensation (in shares) | 2,799,664 | 2,374,788 |
Weighted-average diluted shares outstanding (in shares) | 37,985,785 | 36,981,652 |
Diluted net (loss) income per share (in dollars per share) | $ 0.22 | $ 0.25 |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Computation of Diluted Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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) | 139,664 | 317,240 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 96,515 | 284,025 |
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) | 42,764 | 48,133 |
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) | 0 | 5,237,415 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate (as percent) | 39% | 32.60% | |
Unrecognized tax benefits | $ 17.8 | $ 17.1 | |
Penalties and interest expense | 9.5 | $ 9 | |
Unrecognized tax benefits that would impact effective tax rate | $ 15.6 |
Contingent Liabilities (Details
Contingent Liabilities (Details) $ in Millions | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2018 case petition |
Loss Contingencies [Line Items] | |||
Number of petitions filed | petition | 3 | ||
Number of cases consolidated by court | case | 3 | ||
Section 199 Tax Case | IRS | |||
Loss Contingencies [Line Items] | |||
Reserve in connection with disallowance | $ 26.6 | $ 26.1 | |
Research and Development Tax Case | IRS | |||
Loss Contingencies [Line Items] | |||
Reserve in connection with disallowance | $ 0.1 | $ 0.1 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 152,700 | $ 382,267 |
Ending balance | 167,066 | 395,053 |
Foreign currency translation adjustment, tax | 100 | (700) |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (15,191) | (16,261) |
Foreign currency translation adjustment, net of tax expense of $0.1 million and $0.7 million, respectively | (265) | (2,188) |
Ending balance | $ (15,456) | $ (18,449) |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, Major Customer [Line Items] | ||
Number of operating segments | 2 | |
Number of reportable segments | 2 | |
International | Revenue Benchmark | Geographic Concentration Risk | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 14.30% | 16.30% |
Segment Information - Schedule
Segment Information - Schedule of Segment Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 233,624 | $ 245,555 |
Segment Gross Profit | 153,641 | 154,808 |
Segment Adjusted EBITDA | 54,114 | 58,469 |
Thryv Marketing Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 159,302 | 185,626 |
Segment Gross Profit | 104,546 | 117,654 |
Segment Adjusted EBITDA | 50,679 | 58,673 |
Thryv SaaS | ||
Segment Reporting Information [Line Items] | ||
Revenue | 74,322 | 59,929 |
Segment Gross Profit | 49,095 | 37,154 |
Segment Adjusted EBITDA | $ 3,435 | $ (204) |
Segment Information - Schedul_2
Segment Information - Schedule of Reconciliation of Earnings Before Interest, Tax, Depreciation, and Amortization from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Income before income tax expense | $ 13,821 | $ 13,810 |
Interest expense | 13,359 | 16,488 |
Depreciation and amortization expense | 14,553 | 15,431 |
Stock-based compensation expense | 5,289 | 5,393 |
Restructuring and integration expenses | 5,265 | 5,340 |
Transaction costs | 0 | 373 |
Other components of net periodic pension cost | 1,581 | 121 |
Non-cash gain from remeasurement of indemnification asset | 0 | (756) |
Other | 246 | 2,269 |
Total Segment Adjusted EBITDA | $ 54,114 | $ 58,469 |
Segment Information - Schedul_3
Segment Information - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 233,624 | $ 245,555 |
United States | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 196,440 | 205,427 |
International | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 37,184 | 40,128 |
Thryv Marketing Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 159,302 | 185,626 |
Thryv Marketing Services | Print | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 84,636 | 77,366 |
Thryv Marketing Services | Digital | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 74,666 | 108,260 |
Thryv SaaS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 74,322 | $ 59,929 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | |||||
May 01, 2024 | Jun. 21, 2023 | Jun. 01, 2023 | Mar. 01, 2021 | Mar. 31, 2024 | Apr. 30, 2024 | |
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 40,000,000 | |||||
Term Loan | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, mandatory quarterly amortization payment | $ 17,500,000 | |||||
Term Loan | Secured Overnight Financing Rate (SOFR) | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 8.50% | 8.50% | ||||
Term Loan | Base Rate | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 7.50% | |||||
Term Loan | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, face amount | $ 350,000,000 | |||||
Debt instrument, amortization payment period (in years) | 2 years | |||||
Term Loan | Subsequent Event | Secured Overnight Financing Rate (SOFR) | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 6.75% | |||||
Term Loan | Subsequent Event | Base Rate | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 5.75% | |||||
Term Loan | Subsequent Event | Payment Terms Tranche One | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, mandatory quarterly amortization payment | $ 52,500,000 | |||||
Term Loan | Subsequent Event | Payment Terms Tranche Two | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, mandatory quarterly amortization payment | 35,000,000 | |||||
ABL Facility | Revolving Credit Facility | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $ 175,000,000 | |||||
Borrowing base capacity | $ 40,200,000 | |||||
Current borrowing capacity | $ 27,900,000 | |||||
ABL Facility | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 3% | 3% | ||||
ABL Facility | Revolving Credit Facility | Line of Credit | Base Rate | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 2% | |||||
ABL Facility | Subsequent Event | Revolving Credit Facility | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | 85,000,000 | |||||
Borrowing base capacity | 55,000,000 | |||||
Current borrowing capacity | $ 44,400,000 | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||||
ABL Facility | Subsequent Event | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 2.50% | |||||
ABL Facility | Subsequent Event | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 2.75% | |||||
ABL Facility | Subsequent Event | Revolving Credit Facility | Line of Credit | Base Rate | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 1.50% | |||||
ABL Facility | Subsequent Event | Revolving Credit Facility | Line of Credit | Base Rate | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 1.75% |