Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 536,729 | ||
Entity Common Stock, Shares Outstanding | 34,155,328 | ||
Entity Central Index Key | 0001556739 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Certain portions of the registrant's definitive proxy statement for its annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31, 2021, are incorporated herein by reference. |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 42 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 1,113,382 | $ 1,109,435 | $ 1,421,374 |
Cost of services | 408,043 | 439,742 | 581,293 |
Gross profit | 705,339 | 669,693 | 840,081 |
Operating expenses: | |||
Sales and marketing | 357,813 | 315,195 | 431,815 |
General and administrative | 153,902 | 177,574 | 196,543 |
Impairment charges | 3,611 | 24,911 | 5,670 |
Total operating expenses | 515,326 | 517,680 | 634,028 |
Operating income | 190,013 | 152,013 | 206,053 |
Other income (expense): | |||
Interest expense | (48,867) | (51,537) | (68,181) |
Interest expense, related party | (17,507) | (17,002) | (24,770) |
Other components of net periodic pension benefit (cost) | 14,829 | (42,236) | (53,161) |
Other expense | (4,154) | 0 | (6,375) |
Income before income tax (expense) benefit | 134,314 | 41,238 | 53,566 |
Income tax (expense) benefit | (32,737) | 107,983 | (18,062) |
Net income | 101,577 | 149,221 | 35,504 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (8,047) | 0 | 0 |
Comprehensive income | $ 93,530 | $ 149,221 | $ 35,504 |
Net income per common share: | |||
Basic (in USD per share) | $ 3.02 | $ 4.73 | $ 0.87 |
Diluted (in USD per share) | $ 2.78 | $ 4.42 | $ 0.82 |
Weighted-average shares used in computing basic and diluted net income per common share: | |||
Basic (in shares) | 33,607,446 | 31,522,845 | 40,845,128 |
Diluted (in shares) | 36,495,746 | 33,795,594 | 43,465,998 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 11,262 | $ 2,406 |
Accounts receivable, net of allowance of $17,387 in 2021 and $33,030 in 2020 | 279,053 | 296,570 |
Contract assets, net of allowance of $88 in 2021 and $338 in 2020 | 5,259 | 10,975 |
Taxes receivable | 14,711 | 9,229 |
Prepaid expenses | 22,418 | 13,411 |
Indemnification asset | 24,346 | 24,346 |
Other current assets | 13,596 | 12,761 |
Total current assets | 370,645 | 369,698 |
Fixed assets and capitalized software, net | 50,938 | 89,044 |
Goodwill | 671,886 | 609,457 |
Intangible assets, net | 82,577 | 31,777 |
Deferred tax assets | 90,565 | 93,099 |
Other assets | 33,891 | 21,902 |
Total assets | 1,300,502 | 1,214,977 |
Current liabilities | ||
Accounts payable | 8,610 | 8,927 |
Accrued liabilities | 131,813 | 139,613 |
Current portion of unrecognized tax benefits | 29,771 | 30,022 |
Contract liabilities | 51,726 | 18,942 |
Current portion of long-term debt | 70,000 | 0 |
Other current liabilities | 15,214 | 9,896 |
Total current liabilities | 307,134 | 207,400 |
Term Loan | 309,672 | 335,683 |
Term loan, related party | 142,875 | 113,482 |
ABL Facility | 39,929 | 79,238 |
Leaseback obligations | 0 | 54,798 |
Long-term liabilities | 140,167 | 190,827 |
Deferred tax liabilities | 10,798 | 508 |
Other liabilities | 35,212 | 36,266 |
Total long-term liabilities | 678,653 | 810,802 |
Commitments and contingencies (see Note 16) | ||
Stockholders' equity | ||
Common stock - $0.01 par value, 250,000,000 shares authorized; 60,830,853, shares issued and 34,145,311 shares outstanding at December 31, 2021; and 59,590,422 shares issued and 32,912,012 shares outstanding at December 31, 2020 | 608 | 596 |
Additional paid-in capital | 1,084,288 | 1,059,624 |
Treasury stock - 26,685,542 shares at December 31, 2021 and 26,678,410 shares at December 31, 2020 | (468,879) | (468,613) |
Accumulated other comprehensive loss | (8,047) | 0 |
Accumulated deficit | (293,255) | (394,832) |
Total stockholders' equity | 314,715 | 196,775 |
Total liabilities and stockholders' equity | $ 1,300,502 | $ 1,214,977 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 17,387 | $ 33,030 |
Contract with customer, asset, allowance for credit loss | $ 88 | $ 338 |
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) | 60,830,853 | 59,590,422 |
Common stock, shares outstanding (in shares) | 34,145,311 | 32,912,012 |
Treasury stock (in shares) | 26,685,542 | 26,678,410 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Impact of Adoption | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated (Deficit) | Accumulated (Deficit)Impact of Adoption |
Beginning balance (in shares) at Dec. 31, 2018 | 57,331,622 | 0 | ||||||
Beginning balance at Dec. 31, 2018 | $ 428,340 | $ (502) | $ 573 | $ 1,006,822 | $ 0 | $ 0 | $ (579,055) | $ (502) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Purchase of treasury stock (in shares) | (23,952,756) | |||||||
Purchase of treasury stock | (437,962) | $ (437,962) | ||||||
Exercise of stock options (in shares) | (111,660) | |||||||
Exercise of stock options | (1,880) | $ (1) | (1,879) | |||||
Net income | 35,504 | 35,504 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 57,443,282 | (23,952,756) | ||||||
Ending balance at Dec. 31, 2019 | 27,260 | $ 574 | 1,008,701 | $ (437,962) | 0 | (544,053) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Purchase of treasury stock (in shares) | (2,682,042) | |||||||
Purchase of treasury stock | (30,626) | $ (30,626) | ||||||
Exercise of stock options (in shares) | (2,147,140) | (112,469) | ||||||
Exercise of stock options | (12,815) | $ (22) | (14,075) | $ 1,282 | ||||
Reclass of stock options from liability to equity classification | 37,661 | 37,661 | ||||||
Private placement | 444 | (813) | $ 1,257 | |||||
Private placement (in shares) | 68,857 | |||||||
Net income | 149,221 | 149,221 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 59,590,422 | (26,678,410) | ||||||
Ending balance at Dec. 31, 2020 | 196,775 | $ 596 | 1,059,624 | $ (468,613) | 0 | (394,832) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | (669,836) | (7,132) | ||||||
Exercise of stock options | (2,418) | $ (6) | (2,678) | $ 266 | ||||
Exercise of stock warrants (in shares) | 570,595 | |||||||
Exercise of stock warrants | 13,898 | $ 6 | 13,892 | |||||
Stock compensation expense | 8,094 | 8,094 | ||||||
Foreign currency translation adjustment | (8,047) | (8,047) | ||||||
Net income | 101,577 | 101,577 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 60,830,853 | (26,685,542) | ||||||
Ending balance at Dec. 31, 2021 | $ 314,715 | $ 608 | $ 1,084,288 | $ (468,879) | $ (8,047) | $ (293,255) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | |||
Net income | $ 101,577 | $ 149,221 | $ 35,504 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 105,473 | 146,523 | 206,270 |
Amortization of debt issuance costs | 4,919 | 1,068 | 1,123 |
Deferred income taxes | (20,438) | (147,329) | (25,118) |
Provision for credit losses | 8,031 | 32,077 | 30,092 |
Provision for service credits | 11,363 | 32,550 | 25,467 |
Stock-based compensation expense (benefit) | 8,094 | (2,895) | 14,119 |
Other components of net periodic pension (benefit) cost | (14,829) | 42,236 | 53,161 |
Loss on termination of leaseback obligations | 3,409 | 0 | 6,375 |
(Gain) loss on disposal/write-off of fixed assets and capitalized software | (5,536) | 3,544 | 5,942 |
Impairment charges | 3,611 | 24,911 | 5,670 |
(Gain) loss from remeasurement of indemnification asset | (1) | 5,443 | 4,093 |
Other, net | 304 | 0 | 0 |
Changes in working capital items, excluding acquisitions: | |||
Accounts receivable | 74,368 | 41,382 | 16,457 |
Contract assets | 5,628 | 369 | 1,515 |
Prepaid expenses and other assets | 6,084 | 472 | 5,676 |
Accounts payable and accrued liabilities | (125,883) | (86,161) | (64,868) |
Operating lease liability | (3,370) | (4,006) | (10,587) |
Contract liabilities | 7,767 | (5,737) | (6,391) |
Settlement of stock option liability | 0 | (896) | (33,901) |
Net cash provided by operating activities | 170,571 | 232,772 | 270,599 |
Cash Flows from Investing Activities | |||
Additions to fixed assets and capitalized software | (26,849) | (27,757) | (26,065) |
Proceeds from the sale of assets | 6,836 | 1,546 | 847 |
Acquisition of a business, net of cash acquired | (175,370) | 0 | (147) |
Other | (1,192) | 0 | 0 |
Net cash (used in) investing activities | (196,575) | (26,211) | (25,365) |
Cash Flows from Financing Activities | |||
Proceeds from ABL Facility | 1,046,249 | 1,143,700 | 1,142,717 |
Payments of ABL Facility | (1,085,558) | (1,169,446) | (1,184,310) |
Purchase of treasury stock | 0 | (30,626) | (437,962) |
Proceeds from exercise of stock options | 7,047 | 11,241 | 439 |
Proceeds from exercise of stock warrants | 13,920 | 0 | 0 |
Proceeds from private placement | 0 | 445 | 0 |
Payments of lease obligations | (10,532) | (411) | (1,226) |
Other | (3,428) | (580) | (774) |
Net cash provided by (used in) financing activities | 39,088 | (206,067) | (277,491) |
Effect of exchange rate changes on cash and cash equivalents | (1,933) | 0 | 0 |
Increase (decrease) in cash and cash equivalents and restricted cash | 11,151 | 494 | (32,257) |
Cash and cash equivalents and restricted cash, beginning of period | 2,406 | 1,912 | 34,169 |
Cash and cash equivalents and restricted cash, end of period | 13,557 | 2,406 | 1,912 |
Supplemental Information | |||
Cash paid for interest | 66,737 | 72,931 | 81,543 |
Cash paid for income taxes, net | 63,893 | 24,799 | 38,091 |
New Term Loan | |||
Cash Flows from Financing Activities | |||
Proceeds from New Term Loan | 418,070 | 0 | 0 |
Proceeds from related party debt | 260,930 | 0 | 0 |
Repayments of term loan | (110,215) | 0 | 0 |
Repayments of term loan, related party | (47,785) | 0 | 0 |
Senior Term Loan | |||
Cash Flows from Financing Activities | |||
Proceeds from New Term Loan | 0 | 0 | 193,625 |
Proceeds from related party debt | 0 | 0 | 225,000 |
Repayments of term loan | (335,821) | (113,747) | (148,256) |
Repayments of term loan, related party | $ (113,789) | $ (46,643) | $ (66,744) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 ”) and Internet Yellow Pages (“ IYP ”) and provides a comprehensive offering of digital marketing services such as search engine marketing (“ SEM ”), and other digital media services, including online display advertising, and search engine optimization (“ SEO ”) tools. In addition, through the Thryv® platform, the Company is a provider of SaaS business management tools designed for SMBs. On March 1, 2021, the Company completed the acquisition of Sensis Holding Limited (“ Thryv Australia ”), a provider of marketing solutions serving SMBs in Australia . As of January 1, 2021, the Company began reporting based on three reportable segments: • Marking Services, which consists of the Company's print and digital solutions businesses; • SaaS, which consists of the Company's flagship SMB end-to-end customer experience platform; and • Thryv International, which consists of the Thryv Australia business, Australia's leading provider of marketing solutions serving SMBs. The corresponding current and prior period segment disclosures have been recast to reflect the current segment presentation. See Note 18, Segment Information . 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 include the financial statements of Thryv Holdings, Inc. and its wholly owned subsidiaries. The accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the December 31, 2020 and 2019 consolidated financial statements and accompanying notes to conform to the December 31, 2021 presentation. All conforming reclassifications were immaterial and did not impact the Company’s Net income. These conforming reclassifications did not result in material changes to the presentation of the financial statements for the years ended December 31, 2020 and 2019. Gross Profit Change The Company has revised the format of its consolidated statements of operations since the issuance of its Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Form 10-K” ) in order to provide better insight into the Company's results of operations and to align its presentation to certain industry competitors. As a result, a Gross profit subtotal line item was added within the Company’s consolidated statements of operations and comprehensive income for the years ended December 31, 2021, 2020, and 2019. Additionally, the Company reclassified Depreciation and amortization from a single line item in its consolidated statements of operations and comprehensive income to be reflected as a component of Gross profit, Sales and marketing expense, and General and administrative expense. The following summarizes the changes made to the Company's consolidated statements of operations for years ended December 31, 2020 and 2019 : Year Ended December 31, 2020 (in thousands) As Reported Adjustments As Adjusted Cost of services $ 366,696 $ 73,046 $ 439,742 Sales and marketing 263,006 52,189 315,195 General and administrative 156,286 21,288 177,574 Impairment charges 24,911 — 24,911 Depreciation and amortization 146,523 (146,523) — Year Ended December 31, 2019 (in thousands) As Reported Adjustments As Adjusted Cost of services $ 476,355 $ 104,938 $ 581,293 Sales and marketing 352,740 79,075 431,815 General and administrative 174,286 22,257 196,543 Impairment charges 5,670 — 5,670 Depreciation and amortization 206,270 (206,270) — Revenue Classification Change During the three months ended March 31, 2021, the Company adjusted its methodology for classifying certain revenue between products within its SaaS segment. Therefore, the Company's classification of certain revenue between products within its SaaS segment has been adjusted for the years ended December 31, 2020 and 2019 to reflect the current presentation. Reverse Stock Split The Company’s consolidated financial statements reflect a 1-for-1.8 reverse stock split of the Company’s common stock, which became effective on August 26, 2020. All share and per share data for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect the reverse stock split. 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 obligation. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets. Due to the novel strain of coronavirus, commonly referred to as COVID-19 (“ COVID-19 ”), and the uncertainty of the extent of the impacts related thereto, certain estimates and assumptions may require increased judgment. As events continue to evolve and additional information becomes available, these estimates may change in future periods. It is difficult to predict what the ongoing impact of the pandemic will be on future periods. Summary of Significant Accounting Policies Revenue Recognition The Company recognizes revenue based on the revenue recognition standard, Revenue from Contracts with Customers (Topic 606), (“ ASC 606 ”). The Company determines the amount of revenue to be recognized through application of the following five steps: (i) identify a customer contract, (ii) identify performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue, each of which is described further below. Identify the Customer Contract The Company accounts for a contract with a client when approval and commitment from all parties is obtained, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to the client and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Typical payment terms provide that the Company’s clients pay within 20 days of the invoice. Identify the Performance Obligations in the Contract and Recognize Revenue The Company has determined that each of its 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. Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market. SaaS and digital 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 services is recognized over time using an output method to measure the progress toward satisfying a performance obligation. As part of the SaaS offerings, the Company enters into certain development and reseller agreements with third parties. Based upon the control indicators outlined in ASC 606, the Company acts as a principal in these arrangements and recognizes revenue on a gross basis because it controls the services before they are transferred to clients. Determine and Allocate the Transaction Price to the Performance Obligations in the Contract The transaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and excludes sales tax. The Company’s contracts have variable consideration in the form of price concessions and service credits. Service credits may be issued to a client at the discretion of the Company related to client satisfaction issues and claims. The Company performs a monthly review of expected service credits at a portfolio level based on the Company’s history of adjustments and expected trends. The provision for service credits is recorded as a reduction to revenue in the Company’s consolidated statements of operations and comprehensive income. For performance obligations recognized under the series guidance, variable consideration is allocated. When necessary, variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the client and other similar clients. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised service separately to a client. Judgment is required to determine the standalone selling price for each distinct performance obligation. Often times, the Company does not have sufficient standalone sales information, as contracts with customers generally include multiple performance obligations. When standalone sales information is not available, the Company estimates standalone selling price using information that may include market conditions, entity specific factors such as pricing and discounting strategies, and other inputs. Costs to Obtain and Fulfill a Contract with a Customer The Company has determined that sales commissions paid to employees and certified marketing representatives associated with selling the Company’s print, digital and SaaS services are considered incremental and recoverable costs of obtaining a contract. Commissions related to renewal contracts are not commensurate with costs incurred to obtain an initial contract. Therefore, commissions incurred to obtain a new contract are capitalized and recognized over the benefit period, which is determined to be two years based on expected contract renewals, the Company’s technology development life-cycle, and other factors. Commissions for renewals of existing contracts are expensed as incurred under a practical expedient, which allows an entity to expense costs to obtain a contract with an amortization period of less than twelve months. Deferred costs to obtain contracts are classified as current or non-current based on the timing of when the Company expects to recognize the expense. The current portion is included in Other current assets and the non-current portion is included in Other assets on the Company’s consolidated balance sheets. Amortization of deferred costs to obtain contracts is included as a component of Sales and marketing expense in the Company's consolidated statements of operations and comprehensive income. The following table sets for the Company's deferred costs to obtain contracts, as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Deferred costs to obtain contracts - Current assets $ 7,126 $ 9,073 Deferred costs to obtain contracts - Non-current assets 1,812 2,773 Amortization of the Company's deferred costs to obtain contracts, for the years ended December 31, 2021, 2020, and 2019 was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Amortization of deferred costs to obtain contracts $ 11,847 $ 13,628 $ 14,094 Direct costs associated with fulfilling PYP contracts with a client include costs related to printing and distribution. Directly attributable costs incurred to fulfill print services are capitalized as incurred and then expensed at the time of delivery, in line with the recognition of revenue. Costs to fulfill SaaS and digital contracts with clients are expensed as incurred. As of December 31, 2021, 2020, and 2019, the Company had outstanding deferred costs to fulfill contracts of $3.5 million, $2.7 million, and $4.8 million, respectively, recorded in Other current assets on its consolidated balance sheets. During the years ended December 31, 2021, 2020, and 2019, the Company amortized $2.7 million, $4.8 million and $6.6 million, respectively, of fulfillment costs. These costs were recorded in Cost of services in the Company's consolidated statements of operations and comprehensive income. The Company recorded no impairment losses associated with these deferred costs during the years ended December 31, 2021, 2020, and 2019. Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. The Company’s cash and cash equivalents consist of bank deposits. Cash equivalents are stated at cost, which approximates market value. Restricted Cash The following table presents a reconciliation of Cash and cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the years ended December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 11,262 $ 2,406 Restricted cash, included in Other current assets 2,295 — Total Cash and cash equivalents and restricted cash $ 13,557 $ 2,406 Accounts Receivable, Net of Allowance Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized, but amounts have not yet been billed to the client. Accounts receivable are recorded net of an allowance for credit losses. 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. See Note 7, Allowance for Credit Losse s, for additional information. The following table represents the components of Accounts receivable, net of allowance (in thousands): December 31, 2021 2020 Accounts receivable $ 81,445 $ 128,145 Unbilled accounts receivable 214,995 201,793 Total accounts receivable $ 296,440 $ 329,938 Less: allowance for credit losses (17,387) (33,368) Accounts receivable, net of allowance $ 279,053 $ 296,570 Concentrations of Credit Risk Financial instruments subject to concentrations of credit risk consist primarily of trade receivables. The Company deposits cash on hand with major financial institutions. Cash balances at major financial institutions may exceed limits insured by the Federal Deposit Insurance Corporation. Approximately 90% of revenue in all periods presented was derived from sales to local SMBs that operate in limited geographical areas. These SMBs are usually billed in monthly installments when the services begin and, in turn, make monthly payments, requiring the Company to extend credit to these clients. This practice is widely accepted within the industry. While most new SMBs and those wanting to expand their current media presence through the Company’s services are subject to a credit review, the default rates of SMBs are generally higher than those of larger companies. The remaining approximately 10% of revenue in all periods presented was derived from the sale of marketing services to larger businesses that advertise regionally or nationally. Contracted certified marketing representatives (“ CMRs ”) purchase advertising on behalf of these businesses. Payment for advertising is due when the advertising is published and is received directly from the CMRs, net of the CMRs’ commission. The CMRs are responsible for billing and collecting from these businesses. While the Company still has exposure to credit risks, historically, the losses from this client set have been less than that of local SMBs. The Company conducts its operations primarily in the United States and Australia. In 2021, the Company's top ten directories, as measured by revenue, accounted for approximately 2% of total revenue. No single directory or client accounted for more than 1% of the Company’s revenue for the years ended December 31, 2021, 2020 and 2019. Additionally, no single client or CMR accounted for more than 5% of the Company’s outstanding accounts receivable as of December 31, 2021 and 2020. Fixed Assets and Capitalized Software Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions and improvements associated with fixed assets are capitalized if they have a useful life in excess of one year. Expenditures for repairs and maintenance, including the cost of replacing minor items that are not considered substantial improvements, are expensed as incurred. When fixed assets are sold or retired, the related cost and accumulated depreciation are deducted from the accounts and any gains or losses on disposition are recognized in the Company’s consolidated statements of operations and comprehensive income. Fixed assets are reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a fixed asset may not be recoverable. Costs associated with internal use software are capitalized during the application development stage, if they have a useful life in excess of one year. Subsequent additions, modifications, or upgrades to internal use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a capitalized software may not be recoverable. The remaining useful lives of fixed assets and capitalized software are reviewed annually for reasonableness. Fixed assets and capitalized software are depreciated on a straight-line basis over the estimated useful lives of the assets, which are presented in the following table: Estimated Buildings and building improvements 8 - 30 years Leasehold improvements (1) 1 - 8 years Computer and data processing equipment 3 years Furniture and fixtures 7 years Capitalized software 1.5 - 5 years Other 3 - 7 years (1) Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term. See Note 8, Fixed Assets and Capitalized Software . Leases The Company determines if an arrangement contains a lease at inception. The Company combines lease and non-lease components for all asset classes, except real estate leases. For real estate leases, consideration is allocated to lease and non-lease components based on a relative standalone price. Leases are included in Other assets, Other current liabilities, and Other liabilities on the Company's consolidated balance sheets. The Company recognizes lease expense on a straight-line basis over the lease term. Lease expense is recorded within General and administrative expense in the Company's consolidated statements of operations and comprehensive income. Leases with a duration of 12 months or less are not recorded on the balance sheet and the related expense is recorded as incurred. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. If applicable, the right-of-use asset may include any initial direct costs incurred, lease payments made prior to the commencement, and is recorded net of any lease incentives received. For these calculations, the Company considers only payments that are fixed or determinable at the time of commencement or any variable payments that depend on an index or a rate. The Company determines an incremental borrowing rate (“ IBR ”) based on the information available at commencement date to calculate the present value of lease payments. The IBR represents the rate of interest estimated that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Lease terms may include options to extend or terminate a lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably certain to be exercised . Goodwill and Intangible Assets Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired net of liabilities assumed, recorded in accordance with ASC 805, Business Combinations, (“ ASC 805 ”). Goodwill was also generated as part of fresh-start accounting following the Company’s pre-packaged bankruptcy and represents the excess of the reorganization value over the identified assets recorded in accordance with ASC 852, Reorganizations. Goodwill is not amortized, but rather subject to an annual impairment test at the reporting unit level. Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Performing a qualitative impairment assessment requires an examination of relevant events and circumstances that could have a negative impact on the carrying value of the Company, such as macroeconomic conditions, industry and market conditions, earnings and cash flows, overall financial performance and other relevant entity-specific events. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment. If the quantitative assessment indicates that the reporting unit’s carrying amount exceeds its fair value, the Company will recognize an impairment charge up to this amount, but not to exceed the total carrying value of the reporting unit’s goodwill. The Company uses income and market-based valuation approaches to determine the fair value of its reporting units. Intangible Assets The Company has definite-lived intangible assets consisting of client relationships, trademarks and domain names, covenants not to compete, and patented technologies. These intangible assets are amortized using the income forecast method over their useful lives, with the exception of covenants not to compete which are amortized on a straight-line basis over the terms of the agreements. These assets are allocated to their respective reporting units for impairment review purposes. Whenever events or changes in circumstances indicate the carrying amount of the reporting unit’s intangible assets may not be recoverable, an impairment analysis of the reporting unit is completed. An impairment loss, if applicable, is measured as the amount by which the carrying amount of the reporting unit’s definite-lived intangible asset exceeds its fair value. The Company uses the estimated future cash flows directly associated with, and that are expected to arise as a result of, the use and eventual disposal of such reporting unit assets in determining fair values of definite-lived intangible assets. The Company’s intangible assets and their estimated useful lives are presented in the table below: Estimated Client relationships 3.5 - 4 years Trademarks and domain names 2.5 -6 years Patented technologies 3 -3.5 years Covenants not to compete 3 years See Note 5, Goodwill and Intangible Assets, for additional information. Pension Obligation The Company maintains net pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. Although the plans are frozen, the Company continues to incur interest cost on the projected benefit obligations, offset by an expected return on the fair value of plan assets, which is referred to as net periodic pension cost. In addition, the Company immediately recognizes gains/(losses) associated with changes in fair value of plan assets, and projected benefit obligations that occurred during the year as a component of the total net periodic pension cost. In determining the projected benefit obligations at each reporting period, management makes certain economic and demographic actuarial assumptions, including but not limited to discount rates, lump sum interest rates, retirement rates, termination rates, mortality rates, and payment form/timing. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected benefit obligations, funding requirement, and net periodic pension cost. The Company sponsors two frozen pension plans for its employees, the Consolidated Pension Plan of Dex Media and the YP Pension Plan. The Company also maintains two non-qualified pension plans for certain executives, the Dex One Pension Benefit Equalization Plan and the SuperMedia Excess Pension Plan, which are also frozen plans. Pension assets related to the Company’s qualified pension plans, which are held in master trusts and recorded in Pension obligations, net on the Company’s consolidated balance sheets, are valued in accordance with ASC 820, Fair Value Measurement. See Note 12, Pensions , for additional information. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (‘‘ ASC 740 ’’). On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act ”) was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain Net Operating Losses (“ NOLs ”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect the Company's income tax provision, deferred tax assets and liabilities, and related taxes payable for the year ended December 31, 2021, Deferred tax assets or liabilities are recorded to reflect the expected future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted as appropriate to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The likelihood that deferred tax assets can be recovered must be assessed. If recovery is not likely, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for deferred tax assets that will more likely than not be ultimately recoverable. In this process, certain relevant criteria are evaluated, including prior carryback years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, tax planning strategies, and taxable income in future years. A valuation allowance is established to offset any deferred income tax assets if, based on the available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. The Company has netted deferred tax assets for net operating losses with related unrecognized tax benefits, if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company establishes reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. Tax benefits recognized in the financial statements from uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in (Provision) benefit for income taxes in the consolidated statements of operations and comprehensive income. See Note 15, Income Taxes, for additional information. The Company will report the tax impact of global intangible low-taxed income (“ GILTI ”) as a period cost when incurred. Accordingly, the Company is not providing deferred taxes for basis differences expected to reverse as GILTI. Foreign Currency The functional currency of the Company’s foreign operating subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive income. Income and expense accounts are translated at the weighted-average exchange rates during the period. Transaction gains or losses in currencies other than the functional currency are included as a component of Other income (expense), net in the Company's consolidated statements of operations and comprehensive income. Advertising Costs Advertising costs, which include media, promotional, branding and online advertising, are included in Sales and marketing expense in the Company’s consolidated statements of operations and comprehensive income and are expensed as incurred. Advertising costs for the Company for the years ended December 31, 2021, 2020 and 2019 were $40.8 million, $7.2 million and $5.5 million, respectively. Common Stock and Stock-Based Compensation As of December 31, 2021, the Company had 60,830,853 and 34,145,311 shares of common stock issued and outstanding, respectively. As of December 31, 2020, the Company had 59,590,422 and 32,912,012 shares of common stock issued and outstanding, respectively. Each share of common stock comes with one vote with no special preferences provided to any one individual or group of common stockholders. Additionally, as of December 31, 2021 and 2020, the Company had 26,685,542 and 26,678,410 shares, respectively of common stock in treasury. Under the Company's 2016 Stock Incentive Plan, as amended (“ 2016 Plan ”), and the Company's 2020 Incentive Award Plan (“ 2020 Plan ”), (together the, “ Stock Incentive Plans ”), the Company has granted stock options. As of and subsequent to October 1, 2020 As a result of completing the Company's direct listing on Nasdaq on October |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
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). SaaS and digital 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 services is recognized over time using an output method to measure the progress toward satisfying a performance obligation. The Company’s primary source of revenue is derived from the following services: Print Yellow Pages The Company prints yellow pages that are co-branded with various local telephone service providers. The Company operates as the authorized publisher of print yellow pages in some of the markets where these service providers offer telephone service. The Company holds multiple agreements governing the relationship with each service provider including publishing agreements, branding agreements, and non-competition agreements. Control over the Company’s print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market. Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market. Internet Yellow Pages IYP services include the creation of clients’ business profile, which is then primarily displayed and operated on the Yellowpages.com®, Superpages.com® and Dexknows.com® platforms domestically, and on Yellowpages.com.au, Whitepages.com.au, Whereis.com, and Truelocal.com.au platforms, internationally. IYP services represent a separate performance obligation that is recognized as revenue over time following the series guidance. Search Engine Marketing SEM solutions deliver business leads through increased traffic to clients’ websites from Google, Yahoo!, Bing, Yelp and other major engines and directories by increasing visibility and search engine results pages through paid advertising. SEM services represent a separate performance obligation that is recognized as revenue over time following the series guidance. Other Digital Media Solutions Other digital media solutions primarily consist of smaller marketing services revenue streams such as online display and social advertising, online presence and video, and SEO tools. SEO optimizes a client’s website and Google profile page with relevant keywords to increase the potential for the client’s business to be found online and ranked higher in organic search engine results. Services within these revenue streams represent separate performance obligations and are recognized as revenue either at a point in time or over time based on the transfer of control. Thryv Platform The Company offers a SaaS solution, Thryv® (‘‘ Thryv platform ’’), an SMB business management platform. The Thryv platform capabilities include tools for customer relationship management, email and text, appointment bookings, estimates, invoices, online presence, social media, reputation management and bill payment. The platform also helps SMBs to find and retain customers using online listings management and social media. Thryv Leads and Add-ons The integrated Thryv Leads® (‘‘ Thryv Leads ’’) solution is an add-on to the Thryv platform. Thryv Leads recommends an appropriate dollar budget for each SMB based on the SMB’s business vertical and market geography. Thryv Leads chooses the optimal mix of advertising solutions for each SMB by using machine learning to generate a tailored solution. Thryv Leads then automatically injects resulting business leads into the SMB’s CRM system, while also supplementing the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers. The Company also offers add-ons that can be purchased in conjunction with the Thryv platform such as SEO tools. Revenue for performance obligations related to Thryv platform and Thryv Leads and add-ons is recognized under the series guidance over time as control over the promised services is transferred to clients. The Thryv platform and Thryv Leads and add-ons represent separate performance obligations. Disaggregation of Revenue The Company presents disaggregated revenue based on the type of service within its segment footnote. See Note 18, Segment Information, for additional information . Contract Assets and Liabilities The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) as disclosed on the Company's consolidated balance sheets. Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. For the year ended December 31, 2021, the Company recognized revenue of $18.9 million, that was recorded in Contract liabilities as of December 31, 2020 . For the year ended December 31, 2020, the Company recognized revenue of $24.7 million that was recorded in Contract liabilities as of December 31, 2019. Pandemic Credits |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Thryv Australia Acquisition On March 1, 2021 (the “ Acquisition Date ”), Thryv Australia Holdings Pty Ltd (formerly Thryv Australia Pty Ltd) (“ Buyer ”), an Australian proprietary limited company and a direct wholly-owned subsidiary of Thryv International Holding LLC, a direct and wholly owned subsidiary of the Company, acquired all of the issued and outstanding equity interests of (i) Sunshine NewCo Pty Ltd, an Australian proprietary limited company, and its subsidiaries, and (ii) Sensis Holding Limited, a private limited company incorporated under the laws of England and Wales, and its subsidiaries (collectively, the “ Thryv Australia Acquisition ”). The Thryv Australia Acquisition expanded the Company's market share with a broader geographical footprint. Additionally, the Thryv Australia Acquisition provided the Company with a significant increase in clients. Thryv Australia is a provider of marketing solutions serving SMBs in Australia. Control was obtained by means of acquiring all the voting interests. In connection with the Thryv Australia Acquisition, the Company paid consideration of approximately $216.2 million in cash, subject to customary closing adjustments, financed by the New Term Loan (as defined in Note 11, Debt Obligations ) that was entered into on the Acquisition Date. All acquisition-related costs, amounting t o $8.7 million, were expensed as incurred by the Company and no portion of these costs are included in consideration transferred. These costs were presented within General and administrative expense i n the Company's consolidated statements of operations and comprehensive income . Additionally, as part of funding the Thryv Australia Acquisition, the Company incurred debt issuance costs of $4.2 million related to the New Term Loan, of which $2.5 million was capitalized and is being amortized using the effective interest method. See Note 11, Debt Obligations . The Company accounted for the Thryv Australia Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements ), the fair value of certain assets and liabilities, including fixed assets, intangible assets, and contract liabilities, by applying a combination of the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method. The fair values of fixed assets, intangible assets and other assets acquired and liabilities assumed, have been prepared on a preliminary basis with information currently available and are subject to change. Management is still reviewing the characteristics and assumptions related to Thryv Australia’s assets acquired and liabilities assumed. The preliminary purchase price allocation is expected to be finalized within 12 months after the Acquisition Date. The following table summarizes the consideration transferred and the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Acquisition Date: (in thousands) Total cash consideration $ 216,164 Total purchase consideration, as allocated below: $ 216,164 Cash and cash equivalents $ 40,794 Accounts receivable 72,404 Other assets 34,962 Fixed assets and capitalized software 18,856 Intangible assets: Client relationships (estimated useful life of 3.5 years) 101,839 Trademarks (estimated useful life of 3.5 years) 24,877 Accounts payable (15,038) Accrued liabilities (41,724) Contract liabilities (27,075) Other current liabilities (6,733) Deferred tax liabilities (35,884) Other liabilities (15,505) Total identifiable net assets $ 151,773 Goodwill 64,392 Total net assets acquired $ 216,164 The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $64.4 million was primarily related to the benefits expected from the Thryv Australia Acquisition and was allocated to the Thryv International segment. The goodwill recognized is not deductible for income tax purposes. As of December 31, 2021, the Company increased the purchase price by $1.2 million as a result of customary working capital adjustments, remeasured the fair value of the leases acquired and reclassified the presentation of certain assets and liabilities. The effect of these measurement period adjustments resulted in a $7.3 million decrease in goodwill as of the year ended December 31, 2021. The Thryv Australia Acquisition contributed $145.4 million in revenue and $27.3 million in net loss since the Acquisition Date. Pro Forma Results The pro forma combined financial information presented below was derived from historical financial records of Thryv and Thryv Australia and presents the operating results of the combined Company, as if the Thryv Australia Acquisition had occurred on January 1, 2020. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense and related tax effects. The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Thryv Australia Acquisition been completed as of January 1, 2020, nor is it meant to be indicative of future results of operations that the combined entity will achieve: Years Ended December 31, (in thousands) (unaudited) 2021 2020 Revenue $ 1,181,643 $ 1,299,258 Net income 140,854 134,204 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 — Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques. These valuations require significant judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of each reporting period. Other than the value of the indemnification asset described below, during the years ended December 31, 2021 and 2020, there were no transfers between levels in the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company’s non-financial assets such as goodwill, intangible assets, fixed assets, capitalized software and operating lease right-of-use assets are adjusted to fair value when the net book values of the assets exceed their respective fair values, resulting in an impairment charge. Such fair value measurements are predominantly based on Level 2 and 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 16, Contingent Liabilities , as part of the YP Acquisition agreement, the Company is indemnified for an uncertain tax position for up to the fair value of 1,804,715 shares held in escrow, subject to certain contract limitations (the “indemnification asset” ) . Due to an increase in the Company’s common stock share price as of December 31, 2021 , the number of shares expected to be returned by seller is 591,939 , which represents the number of shares required to satisfy the uncertain tax position less $8.0 million. Prior to September 30, 2020, the fair value of the Company's indemnification asset was measured and recorded in the consolidated balance sheets using Level 3 inputs because it was valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices. On September 30, 2020, the fair value of the Company’s indemnification asset was based on the THRY Nasdaq per share price. Accordingly, the indemnification asset was transferred from Level 3 to Level 1 within the fair value hierarchy. The Company values its indemnification asset utilizing the fair value of its common stock. The following table presents a reconciliation of the Company’s Level 3 indemnification asset measured and recorded at fair value on a recurring basis as of December 31, 2021 and 2020: (in thousands) 2021 2020 Balance as of January 1, $ — $ 29,789 Change in fair value — (3,878) Transfer out from Level 3 to Level 1 upon the direct listing — (25,911) Balance as of December 31, $ — $ — As of December 31, 2021 and 2020, the fair value of the Company's Level 1 indemnification asset was $24.3 million and $24.3 million, respectively. The loss of $5.4 million and $4.1 million from the change in fair value of the Company’s Level 3 indemnification asset during the years ended December 31, 2020 and 2019, respectively, was recorded in General and administrative expense on the Company's consolidated statements of operations and comprehensive income. Benefit Plan Assets The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 2 inputs. See Note 12, Pensions . Liability-classified Stock-based Compensation The Company did not have liability-classified stock-based compensation awards as of December 31, 2021 or 2020. The following table presents a reconciliation of the Company’s stock option liability measured and recorded at fair value on a recurring basis as of December 31, 2021 and 2020: (in thousands) 2021 2020 Balance as of January 1 $ — $ 43,026 Settlement of stock options — (896) Exercise of stock options — (235) Change in fair value — (9,656) Amortization of grant date fair value — 5,422 Reclassification from liability to equity, as of October 1, 2020 (1) — (37,661) Balance as of December 31, $ — $ — (1) As of October 1, 2020, based on the Company’s intention and ability to equity-settle upon exercise, these stock options were classified as equity awards, and the liability associated with stock-based compensation awards was reclassified to Additional paid-in capital. 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 11, 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 11, Debt Obligations . The New Term Loan and the Senior Term Loan (as defined in Note 11, Debt Obligations ) are carried at amortized cost; however, the Company estimates the fair value of each term loan for disclosure purposes. The fair value of the New Term Loan and the Senior Term Loan is determined based on quoted prices that are observable in the market place and are classified as Level 2 measurements. See Note 11, Debt Obligations . The following table sets forth the carrying amount and fair value of the New Term Loan and Senior Term Loan: December 31, 2021 December 31, 2020 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value New Term Loan, net $ 522,547 $ 533,651 $ — $ — Senior Term Loan, net — — 449,165 441,742 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The Company had goodwill of $671.9 million, net of $712.8 million accumulated impairment loss, as of December 31, 2021 and $609.5 million, net of $712.8 million accumulated impairment loss, as of December 31, 2020. As of December 31, 2021, $40.2 million of this goodwill was deductible for income tax purposes. Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. As of March 31, 2020, the Company determined that a goodwill impairment evaluation triggering event occurred due to the economic downturn caused by COVID-19. As of March 31, 2020, the Company performed its goodwill impairment test at the Marketing Services and SaaS reporting unit level, which is consistent with its reportable segments. After performing this interim review for impairment, both the Marketing Services and SaaS reporting units continued to have estimated fair values greater than their respective carrying values. The Company performed a quantitative assessment as of October 1, 2021 and determined that no impairment existed. Additionally, t he Company concluded that an impairment triggering event did not occur during the three months ended December 31, 2021. In the first quarter of 2021, the Company changed its reporting structure from two to three reporting units. Accordingly, the Company assessed its goodwill for impairment under a two reporting unit structure as of October 1, 2020. 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, SaaS and Thryv International reporting units). Based upon each of these assessments, the Company determined no impairment existed for any of the Company's reporting units. No goodwill impairment charges were recorded in the Company's consolidated statements of operations and comprehensive income for the years ended December 31, 2021, 2020 and 2019. The following table sets forth the changes in the carrying amount of goodwill for the Company for the years ended December 31, 2021 and 2020 : (in thousands) Marketing SaaS Thryv International Total Balance as of December 31, 2019 $ 390,573 $ 218,884 $ — $ 609,457 Additions — — — — Impairments — — — — Balance as of December 31, 2020 $ 390,573 $ 218,884 $ — $ 609,457 Additions — — — — Impairments — — — — Thryv Australia Acquisition — — 64,392 64,392 Effects of foreign currency translation — — (1,963) (1,963) Balance as of December 31, 2021 $ 390,573 $ 218,884 $ 62,429 $ 671,886 Intangible Assets The Company had definite-lived intangible assets of $82.6 million and $31.8 million as of December 31, 2021 and 2020, respectively. The Company evaluated its definite-lived intangible assets for potential impairment indicators and determined there were none. Accordingly, no impairment charges were recorded during the years ended December 31, 2021 and 2020, respectively. The following tables set forth the details of the Company's intangible assets as of December 31, 2021 and 2020 : As of December 31, 2021 (in thousands) Gross Accumulated Effects of Foreign Currency Translation Net Weighted Client relationships $ 803,642 $ (748,460) $ (5,326) $ 49,856 2.7 Trademarks and domain names 225,177 (193,978) (1,389) 29,810 1.9 Patented technologies 19,600 (19,600) — — 0.0 Covenants not to compete 4,373 (1,462) — 2,911 2.6 Total intangible assets $ 1,052,792 $ (963,500) $ (6,715) $ 82,577 2.4 As of December 31, 2020 (in thousands) Gross Accumulated Net Weighted Client relationships $ 701,802 $ (701,518) $ 284 1.4 Trademarks and domain names 200,300 (169,545) 30,755 2.0 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 1,497 (759) 738 1.8 Total intangible assets $ 923,199 $ (891,422) $ 31,777 2.0 The following tables summarize the changes in the carrying amounts of the Company's intangible assets for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 (in thousands) Client Trademarks Patented Covenants Total Balance as of January 1 $ 284 $ 30,755 $ — $ 738 $ 31,777 Additions 101,839 24,877 — 2,880 129,596 Amortization expense (46,943) (24,485) — (707) (72,135) Other (5,324) (1,337) — (6,661) Balance as of December 31 $ 49,856 $ 29,810 $ — $ 2,911 $ 82,577 Year Ended December 31, 2020 (in thousands) Client Trademarks Patented Covenants Total Balance as of January 1 $ 85,615 $ 60,533 $ — $ 1,332 $ 147,480 Additions — — — 192 192 Amortization expense (85,331) (29,778) — (504) (115,613) Other — — — (282) (282) Balance as of December 31 $ 284 $ 30,755 $ — $ 738 $ 31,777 \ Amortization expense for intangible assets for the years ended December 31, 2021, 2020, and 2019 was $72.1 million, $115.6 million, and $166.4 million, respectively. Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2022 $ 49,914 2023 21,686 2024 10,977 Total $ 82,577 |
Restructuring and Integration E
Restructuring and Integration Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Integration Expenses | Restructuring and Integration Expenses On June 30, 2017, the Company completed the YP Acquisition and, in an effort to improve operational efficiencies and realize synergies, the Company incurred certain restructuring and integration charges. Restructuring and integration charges are incurred primarily from post-merger integration and restructuring initiatives. These charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs. From inception through December 31, 2019, the Company incurred $198.9 million of cumulative business restructuring charges and integration expenses. During the year ended December 31, 2019, the Company incurred $46.0 million of such business restructuring charges and integration expenses. These restructuring and integration expenses are recorded in General and administrative expense in the Company's consolidated statements of operations and comprehensive income. The Company attributed all restructuring and integration expenses to the Marketing Services reportable segment. As of December 31, 2019, the Company completed all restructuring and integration efforts associated with the YP Acquisition. The following table sets forth additional financial information related to the Company's restructuring charges and integration expenses related to the YP Acquisition for the periods presented: Cumulative Year Ended December 31, Three Years Ended December 31, (in thousands) 2019 2019 Severance costs $ 9,487 $ 58,126 Facility exit costs 6,532 27,368 System consolidation costs (1) 11,603 37,389 Legal costs 5,550 13,926 Tax and accounting advisory services 1,918 27,358 Other costs (2) 10,870 34,745 Total restructuring and integration expenses $ 45,960 $ 198,912 (1) System consolidation costs primarily consist of reducing duplicate software applications and licenses, obtaining new maintenance and network contracts, consolidating data centers, and eliminating telecom contracts. (2) Other costs primarily include the write-off of fixed assets and capitalized software costs. The following tables reflect the Company's liabilities associated with restructuring charges and integration expenses: (in thousands) Severance Costs Facility Exit Costs System Consolidation Costs Legal Costs Tax and Accounting Advisory Services Total Balance as of January 1, 2021 $ — $ 1,821 $ — $ 250 $ — $ 2,071 Expense — — — — — — Payments/Other — (934) — (250) — (1,184) Balance as of December 31, 2021 $ — $ 887 $ — $ — $ — $ 887 (in thousands) Severance Costs Facility Exit Costs System Consolidation Costs Legal Costs Tax and Accounting Advisory Services Total Balance as of January 1, 2020 $ 3,377 $ 6,786 $ 14 $ 4,813 $ 14 $ 15,004 Expense — — — — — — Payments (3,377) (4,965) (14) (4,563) (14) (12,933) Balance as of December 31, 2020 $ — $ 1,821 $ — $ 250 $ — $ 2,071 |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The following table sets forth the Company's allowance for credit losses: (in thousands) 2021 2020 2019 Balance as of January 1 $ 33,368 $ 26,828 $ 22,571 Thryv Australia Acquisition, balance as of March 1, 2021 2,733 — — Additions (1) 8,031 32,077 30,092 Deductions (2) (26,657) (25,537) (25,835) Balance as of December 31 (3) $ 17,475 $ 33,368 $ 26,828 (1) For the years ended December 31, 2021, 2020 , and 2019, represents provision for bad debt expense of $8.0 million, $32.1 million, and $30.1 million, respectively, which is included in General and administrative expense. (2) For the years ended December 31, 2021, 2020 , and 2019, represents amounts written off as uncollectible, net of recoveries. (3) As of December 31, 2021, $17.4 million of the allowance is attributable to Accounts receivable and $0.1 million is attributable to Contract assets. As of December 31, 2020, $33.0 million of the allowance is attributable to Accounts receivable and $0.3 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. The economic downturn caused by COVID-19 resulted in an incremental amount of $2.1 million recorded to allowance for credit losses for the year ended December 31, 2020, which was recognized within General and administrative expense. No incremental impact was recorded for the year ended December 31, 2021 . |
Fixed Assets and Capitalized So
Fixed Assets and Capitalized Software | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets and Capitalized Software | Fixed Assets and Capitalized Software The following table sets forth the components of the Company's fixed assets and capitalized software: (in thousands) December 31, 2021 December 31, 2020 Capitalized software $ 110,769 $ 68,444 Assets under leaseback obligations (1) — 54,676 Computer and data processing equipment 34,618 35,165 Land, buildings and building improvements — 1,082 Furniture and fixtures 550 1,086 Leasehold improvements 755 859 Other 99 6,043 Fixed assets and capitalized software $ 146,791 $ 167,355 Less: accumulated depreciation and amortization 95,853 78,311 Total fixed assets and capitalized software, net $ 50,938 $ 89,044 (1) Consists of a failed sale-leaseback liability related to a building and land in Tucker, Georgia. See Note 11, Debt Obligations . Depreciation and amortization expense associated with the Company's fixed assets and capitalized software was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Amortization of capitalized software $ 24,886 $ 20,718 $ 25,913 Depreciation of fixed assets (1) 8,452 10,192 14,007 Total depreciation and amortization expense $ 33,338 $ 30,910 $ 39,920 (1) Includes depreciation expense associated with assets held under leaseback obligations of $0.7 million for the year ended December 31, 2021, and $1.7 million for each of the years ended December 31, 2020 and 2019, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The following table sets forth additional financial information related to the Company's accrued liabilities: (in thousands) December 31, 2021 December 31, 2020 Accrued salaries and related expenses $ 58,440 $ 53,844 Accrued severance 1,720 2,280 Accrued taxes 17,660 26,209 Accrued expenses 51,224 51,284 Accrued service credits 2,769 5,996 Accrued liabilities $ 131,813 $ 139,613 The following tables set forth additional information related to severance expense incurred by the Company and recorded to General and administrative expense during the periods presented: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Marketing Services SaaS Thryv International Total Marketing Services SaaS Thryv International Total Severance expense (1) $ 1,433 $ 306 $ 2,945 $ 4,684 $ 10,318 $ 1,367 $ — $ 11,685 (1) During the year ended December 31, 2021, none of the severance expense recorded was related to employee terminations as a result of COVID-19. During the year ended December 31, 2020, the severance expense included employee termination charges of $5.0 million recorded as a result of COVID-19. The following tables set forth additional information related to severance payments made by the Company during the periods presented: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) COVID-19 Related YP Integration Related Other Total COVID-19 Related YP Integration Related Other Total Severance payments $ 120 $ — $ 4,702 $ 4,822 $ 4,925 $ 3,377 $ 3,206 $ 11,508 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into operating lease agreements for certain facilities and equipment. The Company determines at inception if an arrangement is a lease or contains a lease. As of December 31, 2021, the Company’s leases have remaining terms of approximately one to four years, which may include options to extend. The Company does not have lease agreements with residual value guarantees or material restrictive covenants. Variable lease payments included in the lease agreements are immaterial. Leases with terms of twelve months or less at inception are excluded from the calculation of operating lease right-of-use assets, the current portion of long-term lease liability, and the long-term lease liability. During the year ended December 31, 2021, the Company recorded operating lease right-of-use asset impairment charges of $3.6 million due to the Company's decision to operate in a "Remote First" working environment and consolidate operations at certain locations. These impairment charges were recorded in the Thryv International segment. During the year ended December 31, 2020, the Company recorded operating lease right-of-use asset impairment charges of $20.7 million and leasehold improvements and furniture and fixtures impairment charges of $4.2 million due to the Company's decision to operate in a "Remote First" working environment and consolidate operations at certain locations. Approximately $22.0 million and $2.9 million of the impairment charge was recorded in the Marketing Services and SaaS segments, respectively. During the year ended December 31, 2019, the Company recorded operating lease right-of-use asset impairment charges of $5.7 million related to consolidating operations at certain locations. Approximately $5.2 million and $0.5 million of the impairment charge was recorded in the Marketing Services and SaaS segments, respectively. These operating lease right-of-use assets were remeasured at fair value based upon the discounted cash flows of estimated sublease income using market participant assumptions. These fair value measurements are considered Level 3. The following table sets forth components of lease cost related to the Company's operating leases: Years Ended December 31, (in thousands) 2021 2020 2019 Operating lease cost $ 7,684 $ 8,018 $ 12,484 Short-term lease cost — 53 1,144 Sublease income (1,954) (366) (680) Total lease cost $ 5,730 $ 7,705 $ 12,948 The following table sets forth supplemental balance sheet information related to the Company's operating leases: (in thousands) December 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets, net (1) $ 9,517 $ 9,202 Liabilities Current portion of long-term lease liability (2) 11,785 646 Long-term lease liability (3) 24,330 24,552 Total operating lease liability $ 36,115 $ 25,198 (1) Operating lease right-of-use assets, net, are included in Other assets on the Company's consolidated balance sheet. (2) The current portion of long-term lease liability is included in Other current liabilities on the Company's consolidated balance sheet. (3) The long-term lease liability is included in Other liabilities on the Company's consolidated balance sheet. The following table sets forth supplemental cash flow information related to the Company's operating leases: Years Ended December 31, (in thousands) 2021 2020 2019 Cash flows from operating activities Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 14,941 $ 8,713 $ 16,733 Supplemental lease cash flow disclosure Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,423 $ 54,667 The following table sets forth additional information related to the Company's operating leases: Years Ended December 31, 2021 2020 2019 Weighted-average remaining lease term - Operating leases (in years) 3.1 4.6 4.9 Weighted-average discount rate - Operating leases 9.2 % 9.1 % 9.0 % The following table sets forth, by year, the maturities of operating lease liabilities as of December 31, 2021: (in thousands) Operating Leases 2022 $ 14,491 2023 11,927 2024 8,517 2025 6,658 2026 — Thereafter — Total undiscounted lease payments $ 41,593 Less: imputed interest 5,478 Present value of operating lease liability $ 36,115 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table sets forth the Company's outstanding debt obligations as of December 31, 2021 and 2020: (in thousands) Maturity Interest Rate December 31, 2021 December 31, 2020 New Term Loan March 1, 2026 LIBOR + 8.5% $ 542,000 $ — Senior Term Loan December 31, 2023 LIBOR + 9.0% — 449,610 ABL Facility (Fifth Amendment) March 1, 2026 3-month LIBOR + 3.0% 39,929 — ABL Facility (Fourth Amendment) (1) September 30, 2023 3-month LIBOR + 4.0% — 79,238 Unamortized original issue discount and debt issuance costs (19,453) (445) Total debt obligations $ 562,476 $ 528,403 Current portion of New Term Loan (70,000) — Total long-term debt obligations $ 492,476 $ 528,403 (1) The Fourth Amendment to the ABL Facility was replaced by the Fifth Amendment to the ABL Facility on March 1, 2021. Term Loan On March 1, 2021, the Company entered into a new term loan credit agreement (the “ New Term Loan ”). The proceeds of the New Term Loan were used to finance the Thryv Australia Acquisition, refinance in full the Company's existing term loan facility (the “ Senior Term Loan ”), and pay fees and expenses related to the Thryv Australia Acquisition and related financing. The New 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 are equity holders of the Company, as of March 1, 2021. The Term Loan Facility matures on March 1, 2026 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans). The Term Loan Facility requires mandatory amortization payments equal to $17.5 million per fiscal quarter . The net proceeds from the New Term Loan of $674.9 million (net of original issue discount costs of $21.0 million and third-party fees of $4.1 million) were used to repay the remaining $449.6 million outstanding principal balance of the Senior Term Loan, accrued interest of $0.4 million, and third-party fees of $0.1 million. The Company accounted for this transaction with existing lenders as a modification. The transaction with other lenders party to only the Senior Term Loan was accounted for as an extinguishment. Accordingly, total third-party fees paid were $4.2 million, of which $1.7 million was immediately charged to General and administrative expense on the Company's consolidated statements of operations and comprehensive income. The remaining third-party fees of $2.5 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the loan, using the effective interest method. Additionally, there were unamortized debt issuance costs of $0.4 million on the existing Senior Term Loan, of which $0.3 million was written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statements of operations and comprehensive income. The remaining unamortized debt issuance costs of $0.1 million will be deferred as debt issuance costs and amortized to interest expense, over the term of the New Term Loan, using the effective interest method. The New Term Loan, which was incurred by Thryv, Inc., the Company’s operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and the Company, and is guaranteed by the Company and certain of its subsidiaries. In accordance with the New Term Loan and the Senior Term Loan, the Company recorded interest expense with related parties for the year ended December 31, 2021 and 2020 of $17.5 million and $17.0 million, respectively. The Company has recorded accrued interest of $3.4 million and $8.5 million, as of December 31, 2021 and 2020, respectively. Accrued interest is included in Other current liabilities on the Company's consolidated balance sheets. As of December 31, 2021, 31.4% of the New Term Loan was held by related parties who are equity holders of the Company. Term Loan Covenants The New 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 December 31, 2021, the Company was in compliance with the New Term Loan covenants. The Company 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 Company's 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 New Term Loan agreement. The Company accounted for this transaction as a modification of the ABL Facility. Accordingly, the existing unamortized debt issuance costs of $2.4 million, as well as additional third-party fees and lender fees of $0.9 million associated with the latest ABL Amendment, will be deferred and amortized over the new term of the ABL Facility. As of December 31, 2021 and 2020, the Company had unamortized debt issuance costs of $2.7 million and $2.5 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets. As of December 31, 2021, the Company had borrowing capacity of $104.0 million under the ABL Facility. ABL Facility Covenants The ABL Facility contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, disposals of assets, payments of certain indebtedness, certain affiliate transactions, changes in fiscal year or accounting methods, issuance or sale of equity instruments, mergers, liquidations and consolidations, use of proceeds, maintenance of certain deposit accounts, compliance with certain ERISA requirements and compliance with certain Australian tax requirements. The Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) Consolidated EBITDA as defined in the ABL credit agreement for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid during such period, (c) all federal, state, and local income taxes accrued during such period, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or their affiliates during such period, and (e) all restricted payments paid during such period (whether in cash or other property, other than common equity interest). The Company is also required to maintain excess availability of at least $14.0 million, and U.S. excess availability of $10.0 million, in each case, at all times. As of December 31, 2021 , the Company was in compliance with the ABL Facility covenants. The Company expects to be in compliance with these covenants for the next twelve months. Leaseback Obligations As part of the YP Acquisition on June 30, 2017, the Company assumed certain obligations including a failed sale-leaseback liability associated with land and a building in Tucker, Georgia. In conjunction with this financing liability, the fair value of the land and building was included as a part of the total tangible assets acquired in the acquisition. A portion of this liability consists of a non-cash residual value at termination of the lease, which upon termination will be written off against the remaining carrying value of the land and building, with any amount remaining recorded as a gain on termination of the lease. In June 2021, the Company made a $10.2 million cash payment to terminate the lease, which is recorded in Payments of lease obligations in Cash flows from financing activities on the Company's consolidated statement of cash flows. As of December 31, 2021, the lease termination resulted in the write-off of $48.1 million in net carrying value of assets under leaseback obligation and $55.2 million in leaseback obligations. During the year ended December 31, 2021, a $3.1 million l oss on the termination of leaseback obligations was recorded in Other expense on the Company's consolidated statements of operations and comprehensive income. The following table sets forth the components of the Company's total leaseback obligations as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Non-cash residual value of Tucker, Georgia lease $ — $ 54,676 Future maturities associated with the Tucker, Georgia failed — 862 Total leaseback obligations $ — $ 55,538 |
Pensions
Pensions | 12 Months Ended |
Dec. 31, 2021 | |
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 updates the estimates used to measure the defined benefit pension obligation and plan assets annually or upon a remeasurement date to reflect the actual rate of return on plan assets and updated actuarial assumptions. The Company immediately recognizes actuarial gains and losses in its operating results in the year 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: Years Ended December 31, (in thousands) 2021 2020 2019 Interest cost $ 10,469 $ 13,949 $ 22,146 Expected return on assets (11,560) (16,027) (15,044) Settlement (gain)/loss (374) 819 693 Remeasurement (gain)/loss (13,364) 43,495 45,366 Net periodic pension (benefit) cost $ (14,829) $ 42,236 $ 53,161 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 applicable. 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. The following table sets forth the weighted-average assumptions used for determining the Company's net periodic pension cost: Years Ended December 31, 2021 2020 2019 Pension benefit obligations discount rate 2.39 % 3.16 % 4.30 % Interest cost discount rate 1.71 % 2.74 % 3.93 % Expected return on plan assets, net of administrative expenses 2.69 % 3.73 % 3.68 % Rate of compensation expense increase N/A N/A N/A The following table sets forth the weighted-average assumptions used for determining the Company's pension benefit obligations: Years Ended December 31, 2021 2020 Pension benefit obligations discount rate 2.77 % 2.39 % Rate of compensation increase N/A N/A Interest crediting rate 3.01 % 3.00 % Pension Benefit Obligations and Plan Assets The following table summarizes the benefit obligations, plan assets, and funded status associated with the Company's pension and benefit plan: (in thousands) 2021 2020 Change in Benefit Obligations Balance as of January 1 $ 636,497 $ 643,961 Interest cost 10,469 13,949 Actuarial (gain) loss, net (12,565) 63,164 Benefits paid (42,434) (66,746) Annuity purchase — (17,831) Balance as of December 31 $ 591,967 $ 636,497 Change in Plan Assets Balance as of January 1 $ 444,228 $ 449,019 Plan contributions 36,185 44,908 Actual return on plan assets, net of administrative expenses 12,734 34,878 Benefits paid (42,434) (66,746) Annuity purchase — (17,831) Balance as of December 31 $ 450,713 $ 444,228 Funded Status as of December 31 (plan assets less benefit obligations) $ (141,254) $ (192,269) The accumulated obligations for all defined pension plans was $592.0 million and $636.5 million as of December 31, 2021 and 2020, respectively. The following table sets forth cash contributions made by the Company to its qualified and non-qualified plans during the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, (in thousands) 2021 2020 2019 Qualified plans $ 35,000 $ 43,875 $ 29,635 Non-qualified plans 1,176 1,034 734 For fiscal year 2022, the Company expects to contribute approximately $25.0 million to the qualified plans and approximately $1.1 million to the non-qualified plans. The net actuarial gain in the benefit obligations of $13.7 million for the year ended December 31, 2021 was a result of gains attributable to increasing discount rates due to changes in the corporate bond markets and actual asset performance exceeding expectations, partially offset by losses attributable to economic and demographic assumption updates and plan experience different than expected. The following table sets forth the amounts associated with pension plans recognized within Pension obligations, net on the Company's consolidated balance sheets: (in thousands) December 31, 2021 December 31, 2020 Current liabilities $ (1,087) $ (1,442) Long-term liabilities (140,167) (190,827) Total pension liability as of December 31 $ (141,254) $ (192,269) The following table sets forth the amounts associated with the Company's pension plans that have accumulated pension obligations greater than plan assets (underfunded): (in thousands) December 31, 2021 December 31, 2020 Accumulated benefit obligations $ 591,967 $ 636,497 Projected benefit obligations 591,967 636,497 Plan assets $ 450,713 $ 444,228 Expected Cash Flows The following table sets forth the Company's expected future pension benefit payments : (in thousands) Expected Future 2022 $ 52,312 2023 42,725 2024 40,738 2025 40,617 2026 39,854 2027 to 2031 176,245 Pension Plan Assets The Company's overall investment strategy is to achieve a mix of assets, allowing it to meet projected benefits payments while taking into consideration expected levels of risk and return. Depending on perceived market pricing and various other factors, both active and passive approaches are utilized. The following tables set forth the fair values of the Company's pension plan assets by asset category: December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 10,687 $ 10,687 $ — $ — Equity funds 92,689 92,689 — — U.S. treasuries and agencies 41,535 — 41,535 — Corporate bond funds 184,034 184,034 — — Total $ 328,945 $ 287,410 $ 41,535 $ — Hedge funds-investments measured at net asset value ( “ NAV ” ) as a practical expedient 121,768 Total plan assets $ 450,713 December 31, 2020 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 17,831 $ 17,831 $ — $ — Equity funds 88,118 88,118 — — U.S. treasuries and agencies 35,797 — 35,797 — Corporate bond funds 170,552 170,552 — — Total $ 312,298 $ 276,501 $ 35,797 $ — Hedge funds-investments measured at NAV as a practical expedient 131,930 Total plan assets $ 444,228 Cash and cash equivalents are comprised of cash and high-grade money market instruments with short-term maturities. Equity funds are mutual funds invested in equity securities. U.S. treasuries and agencies are fixed income investments in U.S. government or agency securities. Corporate bonds are mutual fund investments in corporate debt. Hedge funds are private investment vehicles that use a variety of investment strategies with the objective of providing positive total returns regardless of market performance. Pension Plan Hedge Fund Investments The Company's hedge fund investments are made through limited partnership interests in various hedge funds that employ different trading strategies. Examples of strategies followed by hedge funds include directional strategies, relative value strategies and event driven strategies. A directional strategy entails taking a net long or short position in a market. Relative value seeks to take advantage of mis-pricing between two related and often correlated securities with the expectation that the pricing discrepancy will be resolved over time. Relative value strategies typically involve buying and selling related securities. An event driven strategy uses different investment approaches to profit from reactions to various events. Typically, events can include acquisitions, divestitures or restructurings that are expected to affect individual companies and may include long and short positions in common and preferred stocks, as well as debt securities and options. The Company has no unfunded commitments to these investments and has redemption rights with respect to its investments that range up to three years. As of December 31, 2021 and 2020, no single hedge fund accounted for more than 3% of total pension plan assets. The Company uses NAV to determine the fair value of all the underlying investments which do not have a readily determinable fair market value, and either have the attributes of an investment company or prepare their financial statements consistent with the measurement principles of an investment company. As of December 31, 2021 and 2020, the Company used NAV to value its hedge fund investments. The following table sets forth the weighted asset allocation percentages for the pension plans by asset category: December 31, 2021 2020 Cash and cash equivalents 2.4 % 4.0 % U.S. treasuries and agencies, corporate bond funds, and other fixed income 50.0 % 46.4 % Equity funds 20.6 % 19.9 % Hedge funds 27.0 % 29.7 % Total 100.0 % 100.0 % Prospective Pension Plan Investment Strategy The Company uses a liability driven investment (“ LDI ”) strategy, and as part of the strategy, the Company may invest in hedge fund investments, fixed income investments, equity investments and will hold an adequate amount of cash and cash equivalents to meet daily pension obligations. Expected Rate of Return for Pension Assets The expected rate of return for the pension assets represents the average rate of return to be earned on plan assets over the period the benefits are expected to be paid. The expected rate of return on the plan assets is developed from the expected future return on each asset class, weighted by the expected allocation of pension assets to that asset class. Historical performance is considered for the types of assets in which the plan invests. Independent market forecasts and economic and capital market considerations are also utilized. For 2022, the expected rates of return, net of administrative expenses, for the Consolidated Pension Plan of Dex Media and the YP Pension Plan are 3.0% and 4.0%, respectively, with a weighted-average expected rate of return of 3.2%. In 2021, the actual rates of return on assets for the Consolidated Pension Plan of Dex Media and the YP Pension Plan were 2.4% and 5.1%, respectively. In 2020, the actual rates of return on assets for the Consolidated Pension Plan of Dex Media and the YP Pension Plan were 7.4% and 11.1%, respectively. Savings Plan Benefits The Company sponsors a defined contribution savings plan to provide opportunities for eligible employees to save for retirement. Substantially all of the Company's employees are eligible to participate in the plan. Participant contributions may be made on a pre-tax, after-tax, or Roth basis. Under the plan, a certain percentage of eligible employee contributions are matched with Company cash contributions that are allocated to the participants' current investment elections. The Company recognizes its contributions as savings plan expense based on its matching obligation to participating employees. For the years ended December 31, 2021, 2020 and 2019, the Company recorded total savings plan expense of $7.7 million, $3.0 million, and $10.8 million, respectively. The decline in savings plan expense for year ended December 31, 2020 was due to the Company's suspension of the employee matching program in April 2020 as part of managing costs in response to the COVID-19 pandemic. |
Stock-Based Compensation and St
Stock-Based Compensation and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock-Based Compensation and Stockholders' Equity | Stock-Based Compensation and Stockholders' Equity The Stock Incentive Plans provide for several forms of incentive awards to be granted to designated eligible employees, non-management directors, and independent contractors providing services to the Company. On September 3, 2020, the Company's Board of Directors adopted and the Company's stockholders approved, the Company's 2020 Plan. The 2020 Plan replaced the 2016 Plan, as the Company determined not to make additional awards under the 2016 Plan following the effectiveness of the 2020 Plan. However, the terms of the 2016 Plan continue to govern outstanding equity awards granted under the 2016 Plan. The maximum number of shares of the Company’s common stock authorized for issuance under the 2016 Plan is 6,166,667. A total of 1,000,000 shares of the Company's common stock were initially reserved for issuance under the 2020 Plan, plus a number of shares reserved for issuance, but unissued, forfeited or lapse unexercised under the 2016 Plan. On May 18, 2021, the Company’s stockholders approved an amendment to the 2020 Plan to (i) increase the maximum aggregate number of shares reserved and available for delivery in connection with awards under the 2020 Plan to 3,981,490 shares of common stock (representing an increase of 2,981,490 shares) and (ii) provide that commencing on January 1, 2022 and ending on (and including) January 1, 2030, there will be an automatic annual increase in the total number of shares of common stock reserved and available for delivery in connection with the 2020 Plan of up to 5% of the total number of shares of common stock outstanding on December 31st of the preceding year. Stock Options No stock options were issued during the year ended December 31, 2021. On October 15, 2020 and December 11, 2020, the Company granted 388,892 and 482,000 stock options, respectively, to certain employees and non-management directors at an exercise price of $13.82 and $10.35 per share, respectively, that vest over a three -year to four -year period ending on October 15, 2024 and have a 10-year term from the date of grant. On November 18, 2019 and December 3, 2019, the Company granted 2,549,552 and 5,556 stock options, respectively, to certain employees and non-management directors at an exercise price of $16.20 per share that vest over a three -year period ending on January 1, 2023 and have a 10-year term from the date of grant. On November 23, 2020, the Company’s Board of Directors and the Compensation Committee approved (i) a one-time stock option repricing for certain previously granted and still outstanding options held by the Company’s employees; and (ii) for certain officers, contingent upon each such officer’s written consent with respect to certain of his or her own previously granted and still outstanding options, (1) a one-time stock option repricing and (2) a delayed vesting schedule for such options (“ Repricing ”). Except for the reduction in the exercise price of the outstanding options and the officer vesting change described above, all outstanding stock options under the 2016 Plan will continue to remain outstanding in accordance with the current terms and conditions of the 2016 Plan and the applicable award agreements. As a result of the Repricing, 2,377,886 vested and unvested stock options outstanding, with an original exercise price of $16.20 per share, were repriced to $13.82 per share. The Repricing res ulted in one-time incremental stock-based compensation expense of $1.5 million, which will be recognized over the remaining term of the repriced options. A stock option holder may pay the option exercise price in cash, by delivering to the Company unrestricted shares having a value at the time of exercise equal to the exercise price, by a cashless broker-assisted exercise, by a loan from the Company, (unless prohibited by law) or by a combination of these methods. Any unvested portion of the stock option award will be forfeited upon the employee’s termination of employment with the Company for any reason before the date the option vests, except that the Compensation Committee of the Company, at its sole option and election, may provide for the accelerated vesting of the stock option award. If the Company terminates the employee without cause or the employee resigns for good reason, then the employee is eligible to exercise the stock options that vested on or before the effective date of such termination or resignation. If the Company terminates the employee for cause, then the employee's stock options, whether or not vested, shall terminate immediately upon termination of employment. The Compensation Committee of the Company shall have the authority to determine the treatment of awards in the event of a change in control of the Company or the affiliate which employs the award holder. The Company estimates the fair value of its common stock as outlined in Note 1, Description of the Business and Summary of Significant Accounting Policies - Common Stock Fair Value . The fair value of each stock option was estimated using the Black-Scholes option pricing model. The model used for this valuation/revaluation incorporates assumptions regarding inputs as follows: • Due to the lack of trading volume of the Company's common stock, expected volatility is based on the debt-leveraged historical volatility of the Company's peer companies; • The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected life option; • Expected life is calculated using the simplified method based on the average life of the vesting term and the contractual life of each award; and • Due to the lack of historical turnover information relating to the option holder group, the Company has estimated a forfeiture rate of zero. The following table sets forth the weighted-average stock option fair values and assumptions: Years Ended December 31, 2021 2020 2019 Weighted-average fair value N/A $ 6.97 $ 10.24 Dividend yield N/A — — Volatility N/A 52.06 % 39.37 % Risk-free interest rate N/A 0.30 % 1.68 % Expected life (in years) N/A 4.82 4.47 The following tables reflect changes in the Company's outstanding stock-based compensation awards for the years ended December 31, 2021 and 2020: 2021 Number of Weighted- Weighted- Aggregate Outstanding stock option awards at January 1 4,278,160 $ 11.20 8.36 $ 9,855 Granted — — — — Exercises (net cash settled) — — — — Exercises (issuance of shares) (446,344) 7.69 5.91 8,459 Forfeitures/expirations (98,002) 13.01 8.52 2,078 Outstanding stock option awards as of December 31, 2021 3,733,814 $ 11.59 7.52 $ 110,298 Options exercisable as of December 31 1,293,492 $ 8.61 6.78 $ 42,060 As of December 31, 2021, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was $8.5 million and is expected to be recognized over a weighted-average period of 1.6 years. 2020 Number of Weighted- Weighted- Aggregate Outstanding stock option awards at January 1 5,875,829 $ 9.29 8.15 $ 42,434 Granted 872,003 11.90 9.87 1,393 Exercises (net cash settled) (130,017) 3.68 5.74 896 Exercises (issuance of shares) (2,143,317) 3.69 5.77 15,511 Forfeitures/expirations (196,338) 13.22 8.64 (146) Outstanding stock option awards at December 31, 2020 4,278,160 $ 11.20 8.36 $ 9,855 Options exercisable as of December 31 992,061 $ 4.28 5.81 $ 9,151 As of December 31, 2020, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was $15.5 million and is expected to be recognized over a weighted-average period of 2.5 years. Proceeds from Exercises of Stock Options Cash proceeds received from exercises of stock options during the years ended December 31, 2021, 2020 and 2019 were $7.0 million, $11.2 million and $0.4 million, respectively. The associated tax benefit from options exercised were $1.9 million, $1.7 million and $0.4 million for the years ended December 31, 2021, 2020 and 2019. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan ( “ESPP” ) was approved by the Company's Board of Directors on September 10, 2020 and became effective on September 23, 2020. Under the ESPP, eligible employees may purchase a limited number of shares of our common stock at the lesser of 85% of the market value at the beginning of the offering period or 85% of the market value at the end of the offering period. The ESPP is intended to enable eligible employees to use payroll deductions to purchase shares of stock in offerings under the plan, and thereby acquire an interest in the Company. The maximum aggregate number of shares of stock available for purchase under the plan by eligible employees is 2,000,000 shares. A total of 149,865 shares were issued on June 30, 2021, and 73,627 shares were issued on December 31, 2021, for a total of 223,492 shares issued through the ESPP during the year ended December 31, 2021. Stock-Based Compensation Expense Stock-based compensation expense (benefit) recognized for stock option awards was $6.4 million, $(2.9) million and $14.1 million during the years ended December 31, 2021, 2020 and 2019, respectively, and stock-based compensation expense recognized for the ESPP was $1.7 million during the year ended December 31, 2021. The following table sets forth stock-based compensation expense (benefit), including the effects of gains and losses from changes in fair value during the years ended December 31, 2021, 2020 and 2019, recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented: Years Ended December 31, (in thousands) 2021 2020 2019 Cost of services $ 380 $ (72) $ 381 Sales and marketing 3,490 266 1,649 General and administrative 4,224 (3,089) 12,089 Stock-based compensation expense (benefit) $ 8,094 $ (2,895) $ 14,119 Stock Warrants As of December 31, 2021 and 2020, the Company had fully vested outstanding warrants of 9,432,064 and 10,459,141, respectively. As of December 31, 2021 and 2020, the holders of such warrants were entitled to purchase, in the aggregate, up to 5,240,035 shares and 5,810,634 shares, respectively, of common stock. The warrants can be exercised at a strike price of $24.39 per common share. The warrants were issued in 2016 upon the Company's emergence from its pre-packaged bankruptcy. These warrants expire on August 15, 2023. During the year ended December 31, 2021, 1,027,777 warrants were exercised. Proceeds of $13.9 million related to the exercise of the warrants are recorded in Proceeds from exercise of stock warrants in Cash flows from financing activities on the Company's consolidated statement of cash flows. No warrants were exercised during the year ended December 31, 2020. Private Placement On August 25, 2020, the Company completed a private placement of 68,857 shares of the Company’s common stock at a price of $10.17 per share. The total cash received was $0.4 million, net of expenses. These shares were issued from Treasury stock. This resulted in a loss on the reissuance of Treasury stock of $0.8 million recorded as a reduction in Additional paid-in-capital. Share Repurchases On January 28, 2020, the Company repurchased approximately 1,049,956 shares of its outstanding common stock from a single stockholder for a total purchase price of $12.6 million. On March 10, 2020, the Company repurchased approximately 833,333 shares of its outstanding common stock for a total purchase price of $9.2 million. During June 2020, the Company repurchased approximately 785,250 of shares of its outstanding common stock for a total purchase price of $8.8 million. The shares acquired in each of these transactions were recorded as Treasury stock upon repurchase. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following tables set forth the calculation of basic and diluted earnings per share for the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, (in thousands, except share and per share amounts) 2021 2020 2019 Basic net income per share: Net income $ 101,577 $ 149,221 $ 35,504 Weighted-average common shares outstanding during the period 33,607,446 31,522,845 40,845,128 Basic net income per share $ 3.02 $ 4.73 $ 0.87 Years Ended December 31, (in thousands, except share and per share amounts) 2021 2020 2019 Diluted net income per share: Net income $ 101,577 $ 149,221 $ 35,504 Basic shares outstanding during the period 33,607,446 31,522,845 40,845,128 Plus: Common stock equivalents associated with stock option awards 2,888,300 2,272,749 2,620,870 Diluted shares outstanding 36,495,746 33,795,594 43,465,998 Diluted net income per share $ 2.78 $ 4.42 $ 0.82 The computation of diluted shares outstanding excluded 97,223, 2,848,000 and 2,596,000 of outstanding stock option awards for the years ended December 31, 2021, 2020 and 2019, respectively, 15,151 of ESPP shares for the year ended December 31, 2021, 2,614,664 of outstanding stock warrants for the year ended December 31, 2021, and 10,459,111 of outstanding stock warrants for both of the years ended December 31, 2020 and 2019, as their effect would have been anti-dilutive. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table sets forth the components of the Company's income before income tax (expense) benefit: Years Ended December 31, (in thousands) 2021 2020 2019 United States $ 168,965 $ 41,238 $ 53,566 Foreign (34,651) — — Total income before income tax (expense) benefit $ 134,314 $ 41,238 $ 53,566 The following table sets forth the components of the Company's income tax (expense) benefit: Years Ended December 31, (in thousands) 2021 2020 2019 Current tax (expense): Federal $ (31,690) $ (30,277) $ (37,319) State and local (5,852) (7,213) (5,861) Foreign (14,494) — — Total current tax (expense) (52,036) (37,490) (43,180) Deferred tax (expense) benefit: Federal (4,378) 101,613 32,327 State and local 2,560 43,860 (7,209) Foreign 21,117 — — Total deferred tax benefit 19,299 145,473 25,118 Total income tax (expense) benefit $ (32,737) $ 107,983 $ (18,062) The following table sets forth the principal reasons for the differences between the effective income tax rate and the statutory federal income tax rate for the Company: Years Ended December 31, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Foreign rate differential (3.6) % — % — % Impact of non-US taxing jurisdictions, net 0.8 % — % — % State and local taxes, net of federal tax benefit 4.3 % 7.4 % 2.7 % Change in value of indemnification asset — % 2.8 % 1.6 % Non-deductible executive compensation 1.0 % 3.5 % — % Stock compensation (0.5) % 4.4 % — % Non-deductible transaction costs 4.2 % 4.9 % 0.8 % Change in federal and state valuation allowance (2.3) % (256.0) % 1.9 % Change in unrecognized tax benefits (including FBOS) (1.4) % (48.7) % 5.3 % Other, net 0.9 % (1.2) % 0.4 % Effective tax rate 24.4 % (261.9) % 33.7 % Deferred Taxes Deferred taxes arise because of differences in the book and tax basis of certain assets and liabilities. A valuation allowance is recognized to reduce gross deferred tax assets to the amount that will more likely than not be realized. The following table sets forth the significant components of the Company's deferred income tax assets and liabilities: Years Ended December 31, (in thousands) 2021 2020 Deferred tax assets Allowance for doubtful accounts $ 5,099 $ 9,979 Deferred and other compensation 13,956 10,636 Capital investments 3,795 3,790 Debt, capitalized fees, and other interest 329 2,291 Pension and other post-employment benefits 37,569 51,231 Operating lease liability 9,726 7,539 Reserve for facility exit costs 5,070 7,053 Net operating loss and credit carryforwards (1) 26,522 28,611 Fixed assets and capitalized software — 420 Non-compete and other agreements 40,335 46,213 Goodwill and other intangible assets — 8,335 Other, net 6,435 8,566 Total deferred tax assets $ 148,836 $ 184,664 Valuation allowance (21,338) (24,307) Net deferred tax assets $ 127,498 $ 160,357 Deferred tax liabilities Deferred revenue $ (21,033) $ (46,501) Goodwill and other intangible assets (6,764) — Deferred costs (2,254) (3,003) Investment in subsidiaries (4,828) (5,466) Operating lease right-of-use assets (7,572) (9,362) Fixed assets and capitalized software (2,466) — Other, net (2,814) (3,434) Total deferred tax (liabilities) $ (47,731) $ (67,766) Net deferred tax asset $ 79,767 $ 92,591 (1) At December 31, 2021 and 2020, the Company had net operating loss and credit carryforwards of $26.5 million and $28.6 million , respectively, for state income tax purposes, which will begin to expire in 2023. The Company establishes a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating the ability to realize deferred tax assets, the Company considers all available positive and negative evidence, in determining whether, based on the weight of that evidence, a valuation allowance is needed for some or all of the Company's deferred tax assets. In determining the need for a valuation allowance on the Company's deferred tax assets, the Company places greater weight on recent and objectively verifiable current information. The Company has considered taxable income in prior carryback years, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income in assessing the need for the valuation allowance. If the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. As of December 31, 2021, management has determined that it is more likely than not that its deferred taxes will be realized, with the exception of certain indefinite lived deferred tax assets and certain state net operating loss carryforwards of $21.3 million. For the year ended December 31, 2021, the Company recorded a net valuation allowance release of $3.0 million on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. The following table sets forth changes in the Company’s valuation allowance: (in thousands) 2021 2020 Balance at beginning of period $ 24,307 $ 126,321 Net change in valuation allowance (2,969) (102,014) Balance at end of period $ 21,338 $ 24,307 Unrecognized Tax Benefits The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns. The Company is subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which the Company is subject to potential examination include the United States and Australia. Generally, tax years 2018 through 2020 are subject to examination by the Internal Revenue Service and tax years 2017 through 2020 are subject to examination by the Australian Tax Authority. State tax returns are open for examination for an average of three years; however, certain jurisdictions remain open to examination longer than three years due to the existence of net operating loss carryforwards. The Company received IRS FPAA notification letters (Form 1830-C) dated August 29, 2018 for IRS adjustments related to the tax years 2012-2015, for which the Company has previously adequately reserved. See Note 16, Contingent Liabilities . The Company is also currently under California Franchise Tax Board tax examination for tax years 2013 and 2014, Colorado state tax examination for tax years 2017 through 2020, Idaho state tax examination for tax years 2011 through 2018, Kansas state tax examination for tax years 2016 through 2019. The Company does not have any other significant state or local examinations in process. The following table reflects changes to and balances of the Company's unrecognized tax benefits: (in thousands) 2021 2020 2019 Balance at beginning of period $ 23,703 $ 48,305 $ 48,469 Gross reductions for tax positions related to prior years — (22,186) — Gross reductions for tax positions related to the lapse of applicable statute of limitations (2,869) (2,416) (164) Balance at end of period $ 20,834 $ 23,703 $ 48,305 For the year ended December 31, 2021, the Company's unrecognized tax benefit decreased by $2.9 million, while for the year ended December 31, 2020, the Company's unrecognized tax benefit decreased by $24.6 million, and for the year ended December 31, 2019, the Company's unrecognized tax benefit decreased by $0.2 million. The decrease for the year ended December 31, 2021 was primarily attributable to the reduction for tax positions related to the lapse of applicable statute of limitations. The decrease for the year ended December 31, 2020 was primarily attributable to a partial release of uncertain tax positions due to favorable developments with ongoing U.S. federal tax examinations. The decrease for the year ended December 31, 2019 was due to the reduction for tax positions related to the lapse of applicable statute of limitations. For the years ended December 31, 2021, 2020 and 2019, the Company had $20.8 million, $23.7 million, and $48.3 million, respectively, of unrecognized tax benefits, excluding interest and penalties, that if recognized, would impact the effective tax rate. The Company recorded adjustments to interest and penalties related to unrecognized tax benefits as part of the provision/(benefit) for income taxes in the Company's consolidated statements of operations and comprehensive income of $1.2 million, $(2.3) million, and $3.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Unrecognized tax benefits include $9.6 million, $8.4 million, and $10.7 million of accrued interest as of December 31, 2021 , 2020, and 2019, respectively. It is reasonably possible that the $20.8 million unrecognized tax benefit liability presented above for the year ended December 31, 2021, could decrease by $20.7 million within the next twelve months, due to an anticipated settlement with the tax authorities and the expiration of the statute of limitations in certain jurisdictions. |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities | Contingent Liabilities Litigation The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates. The Company establishes reserves for the estimated losses on specific contingent liabilities for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, losses are considered probable, but the Company is not able to make a reasonable estimate of the liability because of the uncertainties related to the outcome or the amount or range of potential loss. For these matters, disclosure is made, but no amount is reserved. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on the Company's consolidated statements of operations and comprehensive income, balance sheets or cash flows. Section 199 and Research and Development Tax Case Section 199 of the Internal Revenue Code of 1986, as amended (the “Tax Code” ) provides for deductions for manufacturing performed in the U.S. The Internal Revenue Service (“ IRS ”) has taken the position that directory providers are not entitled to take advantage of the deductions because printing vendors are already taking deductions and only one taxpayer can claim the deduction. The Tax Code also grants tax credits related to research and development expenditures. The IRS also takes the position that the expenditures have not been sufficiently documented to be eligible for the tax credit. The Company disagrees with these positions. The IRS has challenged the Company's positions. With respect to the tax years 2012 through June 2015 for the YP LLC partnership, the IRS sent 90-day notices to DexYP on August 29, 2018. In response, the Company filed three petitions (in the names of various related partners) in U.S. Tax Court, and the IRS filed answers to those petitions. The three cases were consolidated by the court and were referred back to IRS Administrative Appeals for settlement negotiations, during which time the litigation was suspended. The appeals conference for YP will likely occur in April 2022 . In advance of the IRS Appeals conference, the parties reached an agreement regarding additional research and development tax credits for the tax years at issue whereby the IRS will allow more tax credits than were originally claimed on the tax returns. With respect to the tax year from July to December 2015 for the Print Media LLC partnership, the Company was recently unsuccessful in its attempt to negotiate a settlement with IRS 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 December 31, 2021 and December 31, 2020, the Company has reserved approximately $31.9 million , in connection with the Section 199 disallowance and less than $0.1 million and $0.2 million, respectively, related to the research and development tax credit disallowance. Pursuant to the YP Acquisition agreement, the Company is entitled to (i) a dollar-for-dollar indemnification for the research and development tax liability, and (ii) a dollar-for-dollar indemnification for the Section 199 tax liability after the Company pays the first $8.0 million in liability. The indemnification asset, however, is subject to a provision in the YP Acquisition agreement that limits the seller’s liability. The balance of the indemnification asset is $24.3 million and $24.3 million at December 31, 2021 and December 31, 2020, respectively. Other Texas Sales, Excise, and Use Tax Audit The Company c onducts operations in many tax jurisdictions. In many of these jurisdictions, non-income-based taxes, such as sales and use tax and other indirect taxes, are assessed on the Company's operations. Although t he Company is diligent in collecting and remitting such taxes, there is uncertainty as to how each taxing jurisdiction will ultimately classify the Company's digital products and services for sales and use tax purposes. On June 24, 2020, the Texas Comptroller of Public Accounts issued a notice to the Company assigning a routine audit of the Company's sales, excise, and use tax account for the audit period covering March 1, 2017 through July 31, 2020. On August 31, 2021, the Company received the final Texas Notification of Audit Results with an assessment of less than $0.1 million, including interest. The Company reversed the $2.6 million reserve existing on the Company's consolidated balance sheets as of June 30, 2021 for the total combined exposure for the periods covered under the audit examination. New York Sales, Excise, and Use Tax Audit On August 19, 2020, the New York State Department of Taxation and Finance issued a notice to the Company assigning a routine audit of the Company's sales, excise, and use tax account for the audit period covering March 1, 2017 through May 31, 2020. The Company has reserved $3.1 million for the total combined exposure for this period, which is accrued on the Company's consolidated balance sheets as of December 31, 2021 . Ohio Use Tax Audit In November 2021, the Company received a notice from the Ohio Department of Taxation Audit Division requesting to schedule an audit of the Ohio use tax records for the period of October 1, 2015 through September 30, 2021. The Company has reserved $1.2 million |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in accumulated other comprehensive income (loss), which is reported as a component of stockholders' equity, for the year ended December 31, 2021. (in thousands) Accumulated Foreign Currency Translation Adjustments Beginning balance at January 1, 2021 $ — Foreign currency translation adjustment, net of tax expense of $2.7 million (8,047) Ending balance at December 31, 2021 $ (8,047) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As a result of the Thryv Australia Acquisition, the Company reviewed its segment reporting based on the information used by the Chief Executive Officer, who is also the chief operating decision maker (“ CODM ”), to assess performance and allocate resources subsequent to the acquisition. As a result of this review, the Company determined that the Company manages operations using three operating segments which are also its reportable segments: (1) Marketing Services, (2) SaaS, and (3) Thryv International. The Company does not evaluate performance or allocate resources based on segment asset data, and, therefore, such information is not presented. During the year ended December 31, 2021, the Company adjusted its methodology of classifying certain revenue between products of its SaaS segment. The years ended December 31, 2021, 2020, and 2019 reflect the current methodology. The following tables summarize the operating results of the Company's reportable segments: Year Ended December 31, 2021 (in thousands) Marketing Services SaaS Thryv International Total Revenue $ 797,493 $ 170,498 $ 145,391 $ 1,113,382 Segment Adjusted EBITDA 318,230 (14,004) 46,297 350,523 Year Ended December 31, 2020 (in thousands) Marketing Services SaaS Thryv International Total Revenue $ 979,611 $ 129,824 $ — $ 1,109,435 Segment Adjusted EBITDA 358,804 13,035 — 371,839 Year Ended December 31, 2019 (in thousands) Marketing Services SaaS Thryv International Total Revenue $ 1,292,795 $ 128,579 $ — $ 1,421,374 Segment Adjusted EBITDA 468,934 12,165 — 481,099 A reconciliation of the Company’s Income before income tax (expense) benefit to total Segment Adjusted EBITDA is as follows : Years Ended December 31, (in thousands) 2021 2020 2019 Income before income tax (expense) benefit $ 134,314 $ 41,238 $ 53,566 Impact of ASC 842 — — (534) Interest expense 66,374 68,539 92,951 Depreciation and amortization expense 105,473 146,523 206,270 Other components of net periodic pension (benefit) cost (14,829) 42,236 53,161 Impairment charges 3,611 24,911 5,670 Restructuring and integration expenses (1) 18,145 28,459 40,290 Transaction costs (2) 25,059 20,999 6,081 Stock-based compensation expense (benefit) 8,094 (2,895) 14,119 (Gain) loss from remeasurement of indemnification asset (1) 5,443 4,093 Other 4,283 (3,614) 5,432 Total Segment Adjusted EBITDA $ 350,523 $ 371,839 $ 481,099 (1) During the year ended December 31, 2021, the Company incurred $4.7 million of severance expense, of which none was a result of the COVID-19 pandemic. During the year ended December 31, 2020 , the Company incurred $11.7 million of severance expense, of which $5.0 million was a result of the COVID-19 pandemic. In addition, during the years ended December 31, 2021, 2020 and 2019, the Company incurred losses on disposal of fixed assets and capitalized software and costs associated with abandoned facilities and system consolidation. (2) Consists of direct listing, Thryv Australia Acquisition and other transaction cost s. The following table sets forth the Company's disaggregation of revenue based on services for the periods indicated: Years Ended December 31, (in thousands) 2021 2020 2019 Marketing Services PYP $ 365,966 $ 443,315 $ 605,952 IYP 239,531 280,750 339,416 SEM 129,606 167,770 232,345 Other 62,390 87,776 115,082 Total Marketing Services $ 797,493 $ 979,611 $ 1,292,795 SaaS Thryv Platform $ 107,318 $ 100,548 $ 104,327 Thryv Add-ons 63,180 29,276 24,252 Total SaaS $ 170,498 $ 129,824 $ 128,579 Thryv International PYP $ 46,859 $ — $ — IYP 55,198 — — SEM 18,966 — — Other 23,814 — — Thryv Platform and Thryv Add-Ons 554 — — Total Thryv International $ 145,391 $ — $ — Total Revenue $ 1,113,382 $ 1,109,435 $ 1,421,374 The following table sets forth the Company's total long-lived assets by geographical region: (in thousands) December 31, 2021 December 31, 2020 United States $ 149,878 $ 204,045 Australia 25,516 — Total long-lived assets $ 175,394 $ 204,045 Percentage of long-lived assets held outside of the United States 15 % — % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January, 21, 2022, the Company acquired Vivial Media Holdings, Inc. (“ Vivial ”), a marketing and advertising company, for $21.0 million in cash, subject to certain adjustments. As a result of limited access to the information required to prepare the initial accounting, the initial accounting for the Vivial acquisition is incomplete and the Company is unable to provide the amounts that will be recognized at the acquisition date for the major classes of assets acquired and liabilities assumed, pre-existing contingencies, goodwill or other intangible assets at the time of this Annual Report on Form 10-K. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 include the financial statements of Thryv Holdings, Inc. and its wholly owned subsidiaries. The accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the December 31, 2020 and 2019 consolidated financial statements and accompanying notes to conform to the December 31, 2021 presentation. All conforming reclassifications were immaterial and did not impact the Company’s Net income. These conforming reclassifications did not result in material changes to the presentation of the financial statements for the years ended December 31, 2020 and 2019. |
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 obligation. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets. Due to the novel strain of coronavirus, commonly referred to as COVID-19 (“ COVID-19 ”), and the uncertainty of the extent of the impacts related thereto, certain estimates and assumptions may require increased judgment. As events continue to evolve and additional information becomes available, these estimates may change in future periods. It is difficult to predict what the ongoing impact of the pandemic will be on future periods. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue based on the revenue recognition standard, Revenue from Contracts with Customers (Topic 606), (“ ASC 606 ”). The Company determines the amount of revenue to be recognized through application of the following five steps: (i) identify a customer contract, (ii) identify performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue, each of which is described further below. Identify the Customer Contract The Company accounts for a contract with a client when approval and commitment from all parties is obtained, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to the client and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Typical payment terms provide that the Company’s clients pay within 20 days of the invoice. Identify the Performance Obligations in the Contract and Recognize Revenue The Company has determined that each of its 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. Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market. SaaS and digital 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 services is recognized over time using an output method to measure the progress toward satisfying a performance obligation. As part of the SaaS offerings, the Company enters into certain development and reseller agreements with third parties. Based upon the control indicators outlined in ASC 606, the Company acts as a principal in these arrangements and recognizes revenue on a gross basis because it controls the services before they are transferred to clients. Determine and Allocate the Transaction Price to the Performance Obligations in the Contract The transaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and excludes sales tax. The Company’s contracts have variable consideration in the form of price concessions and service credits. Service credits may be issued to a client at the discretion of the Company related to client satisfaction issues and claims. The Company performs a monthly review of expected service credits at a portfolio level based on the Company’s history of adjustments and expected trends. The provision for service credits is recorded as a reduction to revenue in the Company’s consolidated statements of operations and comprehensive income. For performance obligations recognized under the series guidance, variable consideration is allocated. When necessary, variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the client and other similar clients. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised service separately to a client. Judgment is required to determine the standalone selling price for each distinct performance obligation. Often times, the Company does not have sufficient standalone sales information, as contracts with customers generally include multiple performance obligations. When standalone sales information is not available, the Company estimates standalone selling price using information that may include market conditions, entity specific factors such as pricing and discounting strategies, and other inputs. Costs to Obtain and Fulfill a Contract with a Customer The Company has determined that sales commissions paid to employees and certified marketing representatives associated with selling the Company’s print, digital and SaaS services are considered incremental and recoverable costs of obtaining a contract. Commissions related to renewal contracts are not commensurate with costs incurred to obtain an initial contract. Therefore, commissions incurred to obtain a new contract are capitalized and recognized over the benefit period, which is determined to be two years based on expected contract renewals, the Company’s technology development life-cycle, and other factors. Commissions for renewals of existing contracts are expensed as incurred under a practical expedient, which allows an entity to expense costs to obtain a contract with an amortization period of less than twelve months. Deferred costs to obtain contracts are classified as current or non-current based on the timing of when the Company expects to recognize the expense. The current portion is included in Other current assets and the non-current portion is included in Other assets on the Company’s consolidated balance sheets. Amortization of deferred costs to obtain contracts is included as a component of Sales and marketing expense in the Company's consolidated statements of operations and comprehensive income. The following table sets for the Company's deferred costs to obtain contracts, as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Deferred costs to obtain contracts - Current assets $ 7,126 $ 9,073 Deferred costs to obtain contracts - Non-current assets 1,812 2,773 Amortization of the Company's deferred costs to obtain contracts, for the years ended December 31, 2021, 2020, and 2019 was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Amortization of deferred costs to obtain contracts $ 11,847 $ 13,628 $ 14,094 Direct costs associated with fulfilling PYP contracts with a client include costs related to printing and distribution. Directly attributable costs incurred to fulfill print services are capitalized as incurred and then expensed at the time of delivery, in line with the recognition of revenue. Costs to fulfill SaaS and digital contracts with clients are expensed as incurred. As of December 31, 2021, 2020, and 2019, the Company had outstanding deferred costs to fulfill contracts of $3.5 million, $2.7 million, and $4.8 million, respectively, recorded in Other current assets on its consolidated balance sheets. During the years ended December 31, 2021, 2020, and 2019, the Company amortized $2.7 million, $4.8 million and $6.6 million, respectively, of fulfillment costs. These costs were recorded in Cost of services in the Company's consolidated statements of operations and comprehensive income. The Company recorded no impairment losses associated with these deferred costs during the years ended December 31, 2021, 2020, and 2019. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. The Company’s cash and cash equivalents consist of bank deposits. Cash equivalents are stated at cost, which approximates market value. |
Restricted Cash | Restricted Cash The following table presents a reconciliation of Cash and cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the years ended December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 11,262 $ 2,406 Restricted cash, included in Other current assets 2,295 — Total Cash and cash equivalents and restricted cash $ 13,557 $ 2,406 |
Accounts Receivable, Net of Allowance | Accounts Receivable, Net of Allowance Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized, but amounts have not yet been billed to the client. Accounts receivable are recorded net of an allowance for credit losses. 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. See Note 7, Allowance for Credit Losse s, for additional information. The following table represents the components of Accounts receivable, net of allowance (in thousands): December 31, 2021 2020 Accounts receivable $ 81,445 $ 128,145 Unbilled accounts receivable 214,995 201,793 Total accounts receivable $ 296,440 $ 329,938 Less: allowance for credit losses (17,387) (33,368) Accounts receivable, net of allowance $ 279,053 $ 296,570 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments subject to concentrations of credit risk consist primarily of trade receivables. The Company deposits cash on hand with major financial institutions. Cash balances at major financial institutions may exceed limits insured by the Federal Deposit Insurance Corporation. Approximately 90% of revenue in all periods presented was derived from sales to local SMBs that operate in limited geographical areas. These SMBs are usually billed in monthly installments when the services begin and, in turn, make monthly payments, requiring the Company to extend credit to these clients. This practice is widely accepted within the industry. While most new SMBs and those wanting to expand their current media presence through the Company’s services are subject to a credit review, the default rates of SMBs are generally higher than those of larger companies. The remaining approximately 10% of revenue in all periods presented was derived from the sale of marketing services to larger businesses that advertise regionally or nationally. Contracted certified marketing representatives (“ CMRs ”) purchase advertising on behalf of these businesses. Payment for advertising is due when the advertising is published and is received directly from the CMRs, net of the CMRs’ commission. The CMRs are responsible for billing and collecting from these businesses. While the Company still has exposure to credit risks, historically, the losses from this client set have been less than that of local SMBs. The Company conducts its operations primarily in the United States and Australia. In 2021, the Company's top ten directories, as measured by revenue, accounted for approximately 2% of total revenue. No single directory or client accounted for more than 1% of the Company’s revenue for the years ended December 31, 2021, 2020 and 2019. Additionally, no single client or CMR accounted for more than 5% of the Company’s outstanding accounts receivable as of December 31, 2021 and 2020. |
Fixed Assets and Capitalized Software | Fixed Assets and Capitalized SoftwareProperty, plant and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions and improvements associated with fixed assets are capitalized if they have a useful life in excess of one year. Expenditures for repairs and maintenance, including the cost of replacing minor items that are not considered substantial improvements, are expensed as incurred. When fixed assets are sold or retired, the related cost and accumulated depreciation are deducted from the accounts and any gains or losses on disposition are recognized in the Company’s consolidated statements of operations and comprehensive income. Fixed assets are reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a fixed asset may not be recoverable. Costs associated with internal use software are capitalized during the application development stage, if they have a useful life in excess of one year. Subsequent additions, modifications, or upgrades to internal use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of a capitalized software may not be recoverable. The remaining useful lives of fixed assets and capitalized software are reviewed annually for reasonableness. Fixed assets and capitalized software are depreciated on a straight-line basis over the estimated useful lives of the assets, which are presented in the following table: Estimated Buildings and building improvements 8 - 30 years Leasehold improvements (1) 1 - 8 years Computer and data processing equipment 3 years Furniture and fixtures 7 years Capitalized software 1.5 - 5 years Other 3 - 7 years (1) Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term. See Note 8, Fixed Assets and Capitalized Software . |
Leases | Leases The Company determines if an arrangement contains a lease at inception. The Company combines lease and non-lease components for all asset classes, except real estate leases. For real estate leases, consideration is allocated to lease and non-lease components based on a relative standalone price. Leases are included in Other assets, Other current liabilities, and Other liabilities on the Company's consolidated balance sheets. The Company recognizes lease expense on a straight-line basis over the lease term. Lease expense is recorded within General and administrative expense in the Company's consolidated statements of operations and comprehensive income. Leases with a duration of 12 months or less are not recorded on the balance sheet and the related expense is recorded as incurred. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. If applicable, the right-of-use asset may include any initial direct costs incurred, lease payments made prior to the commencement, and is recorded net of any lease incentives received. For these calculations, the Company considers only payments that are fixed or determinable at the time of commencement or any variable payments that depend on an index or a rate. The Company determines an incremental borrowing rate (“ IBR ”) based on the information available at commencement date to calculate the present value of lease payments. The IBR represents the rate of interest estimated that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Lease terms may include options to extend or terminate a lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably certain to be exercised . |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired net of liabilities assumed, recorded in accordance with ASC 805, Business Combinations, (“ ASC 805 ”). Goodwill was also generated as part of fresh-start accounting following the Company’s pre-packaged bankruptcy and represents the excess of the reorganization value over the identified assets recorded in accordance with ASC 852, Reorganizations. Goodwill is not amortized, but rather subject to an annual impairment test at the reporting unit level. Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Performing a qualitative impairment assessment requires an examination of relevant events and circumstances that could have a negative impact on the carrying value of the Company, such as macroeconomic conditions, industry and market conditions, earnings and cash flows, overall financial performance and other relevant entity-specific events. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment. If the quantitative assessment indicates that the reporting unit’s carrying amount exceeds its fair value, the Company will recognize an impairment charge up to this amount, but not to exceed the total carrying value of the reporting unit’s goodwill. The Company uses income and market-based valuation approaches to determine the fair value of its reporting units. Intangible Assets The Company has definite-lived intangible assets consisting of client relationships, trademarks and domain names, covenants not to compete, and patented technologies. These intangible assets are amortized using the income forecast method over their useful lives, with the exception of covenants not to compete which are amortized on a straight-line basis over the terms of the agreements. These assets are allocated to their respective reporting units for impairment review purposes. Whenever events or changes in circumstances indicate the carrying amount of the reporting unit’s intangible assets may not be recoverable, an impairment analysis of the reporting unit is completed. An impairment loss, if applicable, is measured as the amount by which the carrying amount of the reporting unit’s definite-lived intangible asset exceeds its fair value. The Company uses the estimated future cash flows directly associated with, and that are expected to arise as a result of, the use and eventual disposal of such reporting unit assets in determining fair values of definite-lived intangible assets. The Company’s intangible assets and their estimated useful lives are presented in the table below: Estimated Client relationships 3.5 - 4 years Trademarks and domain names 2.5 -6 years Patented technologies 3 -3.5 years Covenants not to compete 3 years See Note 5, Goodwill and Intangible Assets, for additional information. |
Pension Obligation | Pension Obligation The Company maintains net pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. Although the plans are frozen, the Company continues to incur interest cost on the projected benefit obligations, offset by an expected return on the fair value of plan assets, which is referred to as net periodic pension cost. In addition, the Company immediately recognizes gains/(losses) associated with changes in fair value of plan assets, and projected benefit obligations that occurred during the year as a component of the total net periodic pension cost. In determining the projected benefit obligations at each reporting period, management makes certain economic and demographic actuarial assumptions, including but not limited to discount rates, lump sum interest rates, retirement rates, termination rates, mortality rates, and payment form/timing. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected benefit obligations, funding requirement, and net periodic pension cost. The Company sponsors two frozen pension plans for its employees, the Consolidated Pension Plan of Dex Media and the YP Pension Plan. The Company also maintains two non-qualified pension plans for certain executives, the Dex One Pension Benefit Equalization Plan and the SuperMedia Excess Pension Plan, which are also frozen plans. Pension assets related to the Company’s qualified pension plans, which are held in master trusts and recorded in Pension obligations, net on the Company’s consolidated balance sheets, are valued in accordance with ASC 820, Fair Value Measurement. See Note 12, Pensions , for additional information. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (‘‘ ASC 740 ’’). On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act ”) was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain Net Operating Losses (“ NOLs ”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect the Company's income tax provision, deferred tax assets and liabilities, and related taxes payable for the year ended December 31, 2021, Deferred tax assets or liabilities are recorded to reflect the expected future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted as appropriate to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The likelihood that deferred tax assets can be recovered must be assessed. If recovery is not likely, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for deferred tax assets that will more likely than not be ultimately recoverable. In this process, certain relevant criteria are evaluated, including prior carryback years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, tax planning strategies, and taxable income in future years. A valuation allowance is established to offset any deferred income tax assets if, based on the available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. The Company has netted deferred tax assets for net operating losses with related unrecognized tax benefits, if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company establishes reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. Tax benefits recognized in the financial statements from uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in (Provision) benefit for income taxes in the consolidated statements of operations and comprehensive income. See Note 15, Income Taxes, for additional information. The Company will report the tax impact of global intangible low-taxed income (“ GILTI ”) as a period cost when incurred. Accordingly, the Company is not providing deferred taxes for basis differences expected to reverse as GILTI. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign operating subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive income. Income and expense accounts are translated at the weighted-average exchange rates during the period. Transaction gains or losses in currencies other than the functional currency are included as a component of Other income (expense), net in the Company's consolidated statements of operations and comprehensive income. |
Advertising Cost | Advertising Costs Advertising costs, which include media, promotional, branding and online advertising, are included in Sales and marketing expense in the Company’s consolidated statements of operations and comprehensive income and are expensed as incurred. Advertising costs for the Company for the years ended December 31, 2021, 2020 and 2019 were $40.8 million, $7.2 million and $5.5 million, respectively. |
Common Stock and Stock-Based Compensation | Common Stock and Stock-Based Compensation As of December 31, 2021, the Company had 60,830,853 and 34,145,311 shares of common stock issued and outstanding, respectively. As of December 31, 2020, the Company had 59,590,422 and 32,912,012 shares of common stock issued and outstanding, respectively. Each share of common stock comes with one vote with no special preferences provided to any one individual or group of common stockholders. Additionally, as of December 31, 2021 and 2020, the Company had 26,685,542 and 26,678,410 shares, respectively of common stock in treasury. Under the Company's 2016 Stock Incentive Plan, as amended (“ 2016 Plan ”), and the Company's 2020 Incentive Award Plan (“ 2020 Plan ”), (together the, “ Stock Incentive Plans ”), the Company has granted stock options. As of and subsequent to October 1, 2020 As a result of completing the Company's direct listing on Nasdaq on October 1, 2020 (the “ direct listing ”), the Company no longer intends to cash settle stock options upon exercise. As of October 1, 2020, based on the Company’s intention and ability to equity settle stock options upon exercise, stock options granted as of and subsequent to October 1, 2020 are measured at fair value and classified as equity awards in accordance with ASC 718, Compensation — Stock Compensation. The Company accounts for all stock options granted using a fair value method. Compensation expense for equity classified stock-based compensation awards is based on the fair value of the awards. The measurement date for awards is generally the date of the grant. The fair value is recognized over the requisite service period (generally three to four years). The Company has elected to account for forfeitures as they occur as a cumulative adjustment to stock-based compensation expense. See Note 13, Stock-Based Compensation and Stockholders' Equity, for additional information . Prior to October 1, 2020 Prior to the completion of the direct listing, the Company intended to cash settle options upon exercise and therefore, stock options were classified as liability awards in accordance with ASC 718, Compensation — Stock Compensation. The fair value of the liability classified stock-based compensation awards was estimated using the Black-Scholes valuation model, with re-measurement occurring each subsequent reporting date at fair value until the award was settled. Compensation expense for liability classified stock-based compensation awards was based on the current fair value of the awards. This fair value was recognized over the requisite service period (generally three years). The Company elected to account for forfeitures as they occurred as a cumulative adjustment to stock-based compensation expense. See Note 13, Stock-Based Compensation and Stockholders' Equity, for additional information . |
Common Stock Fair Value | Common Stock Fair Value The common stock fair value is one of the significant valuation inputs of the indemnification asset and stock-based compensation awards. As of and Subsequent to September 30, 2020 The Company completed the direct listing on October 1, 2020. As of September 30, 2020, the fair value of the Company’s common stock is based on the THRY Nasdaq per share price. Prior to September 30, 2020 The absence of an active market for the Company's common stock required the Company to determine the fair value of its common stock. The Company obtained contemporaneous third-party valuations to assist it in determining fair value. These contemporaneous third-party valuations used methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The Company determined the fair value utilizing the income approach, which estimated value based on market participant expectations of future cash flows the Company will generate. These future cash flows are discounted to their present value using a discount rate based on the Company's weighted average cost of capital, which reflects the risk of achieving the projected cash flows. Significant inputs of the income approach also include the long-term financial projections of the Company along with its long-term growth rate and decline rate, which is used to calculate the residual value of the Company before discounting to present value. The fair value of the common stock was also discounted based on the lack of marketability. Other factors taken into consideration in assessing the fair value of the Company’s common stock prior to September 30, 2020 included but were not limited to: industry information, such as market growth, volume and macro-economic events, and additional objective and subjective factors relating to its business. |
Earnings per Share | Earnings per Share Basic earnings per share is calculated by dividing net income (the “ numerator ”) by the weighted-average number of common shares outstanding (the “ denominator ”) during the reporting period. Diluted earnings per share is calculated by including both the weighted-average number of common shares outstanding and any dilutive common stock equivalents within the denominator (diluted shares outstanding). The Company's common stock equivalents could consist of stock options and stock warrants, to the extent any are determined to be dilutive under the treasury stock method. Under the treasury stock method, the assumed proceeds relating to both the exercise price of stock options and stock warrants, as well as the average remaining unrecognized fair value of stock options, are used to repurchase common shares at the average fair value price of the Company's common stock during the period. If the number of shares that could be repurchased, exceed the number of shares that could be issued upon exercise, the common stock equivalent is determined to be anti-dilutive. See Note 14, Earnings per Share, for additional information . |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (Topic 740) ( “ ASU 2019-12 ” ), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Change in Accounting Principle | The following summarizes the changes made to the Company's consolidated statements of operations for years ended December 31, 2020 and 2019 : Year Ended December 31, 2020 (in thousands) As Reported Adjustments As Adjusted Cost of services $ 366,696 $ 73,046 $ 439,742 Sales and marketing 263,006 52,189 315,195 General and administrative 156,286 21,288 177,574 Impairment charges 24,911 — 24,911 Depreciation and amortization 146,523 (146,523) — Year Ended December 31, 2019 (in thousands) As Reported Adjustments As Adjusted Cost of services $ 476,355 $ 104,938 $ 581,293 Sales and marketing 352,740 79,075 431,815 General and administrative 174,286 22,257 196,543 Impairment charges 5,670 — 5,670 Depreciation and amortization 206,270 (206,270) — |
Contract Assets and Contract Liabilities | The following table sets for the Company's deferred costs to obtain contracts, as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Deferred costs to obtain contracts - Current assets $ 7,126 $ 9,073 Deferred costs to obtain contracts - Non-current assets 1,812 2,773 |
Capitalized Contract Cost | Amortization of the Company's deferred costs to obtain contracts, for the years ended December 31, 2021, 2020, and 2019 was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Amortization of deferred costs to obtain contracts $ 11,847 $ 13,628 $ 14,094 |
Schedule of Cash and Cash Equivalents | The following table presents a reconciliation of Cash and cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the years ended December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 11,262 $ 2,406 Restricted cash, included in Other current assets 2,295 — Total Cash and cash equivalents and restricted cash $ 13,557 $ 2,406 |
Schedule of Accounts, Notes, Loans and Financing Receivable | The following table represents the components of Accounts receivable, net of allowance (in thousands): December 31, 2021 2020 Accounts receivable $ 81,445 $ 128,145 Unbilled accounts receivable 214,995 201,793 Total accounts receivable $ 296,440 $ 329,938 Less: allowance for credit losses (17,387) (33,368) Accounts receivable, net of allowance $ 279,053 $ 296,570 |
Property, Plant and Equipment | The remaining useful lives of fixed assets and capitalized software are reviewed annually for reasonableness. Fixed assets and capitalized software are depreciated on a straight-line basis over the estimated useful lives of the assets, which are presented in the following table: Estimated Buildings and building improvements 8 - 30 years Leasehold improvements (1) 1 - 8 years Computer and data processing equipment 3 years Furniture and fixtures 7 years Capitalized software 1.5 - 5 years Other 3 - 7 years (1) Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term. See Note 8, Fixed Assets and Capitalized Software . The following table sets forth the components of the Company's fixed assets and capitalized software: (in thousands) December 31, 2021 December 31, 2020 Capitalized software $ 110,769 $ 68,444 Assets under leaseback obligations (1) — 54,676 Computer and data processing equipment 34,618 35,165 Land, buildings and building improvements — 1,082 Furniture and fixtures 550 1,086 Leasehold improvements 755 859 Other 99 6,043 Fixed assets and capitalized software $ 146,791 $ 167,355 Less: accumulated depreciation and amortization 95,853 78,311 Total fixed assets and capitalized software, net $ 50,938 $ 89,044 (1) Consists of a failed sale-leaseback liability related to a building and land in Tucker, Georgia. See Note 11, Debt Obligations . Depreciation and amortization expense associated with the Company's fixed assets and capitalized software was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Amortization of capitalized software $ 24,886 $ 20,718 $ 25,913 Depreciation of fixed assets (1) 8,452 10,192 14,007 Total depreciation and amortization expense $ 33,338 $ 30,910 $ 39,920 (1) Includes depreciation expense associated with assets held under leaseback obligations of $0.7 million for the year ended December 31, 2021, and $1.7 million for each of the years ended December 31, 2020 and 2019, respectively. |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets and their estimated useful lives are presented in the table below: Estimated Client relationships 3.5 - 4 years Trademarks and domain names 2.5 -6 years Patented technologies 3 -3.5 years Covenants not to compete 3 years The following tables set forth the details of the Company's intangible assets as of December 31, 2021 and 2020 : As of December 31, 2021 (in thousands) Gross Accumulated Effects of Foreign Currency Translation Net Weighted Client relationships $ 803,642 $ (748,460) $ (5,326) $ 49,856 2.7 Trademarks and domain names 225,177 (193,978) (1,389) 29,810 1.9 Patented technologies 19,600 (19,600) — — 0.0 Covenants not to compete 4,373 (1,462) — 2,911 2.6 Total intangible assets $ 1,052,792 $ (963,500) $ (6,715) $ 82,577 2.4 As of December 31, 2020 (in thousands) Gross Accumulated Net Weighted Client relationships $ 701,802 $ (701,518) $ 284 1.4 Trademarks and domain names 200,300 (169,545) 30,755 2.0 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 1,497 (759) 738 1.8 Total intangible assets $ 923,199 $ (891,422) $ 31,777 2.0 The following tables summarize the changes in the carrying amounts of the Company's intangible assets for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 (in thousands) Client Trademarks Patented Covenants Total Balance as of January 1 $ 284 $ 30,755 $ — $ 738 $ 31,777 Additions 101,839 24,877 — 2,880 129,596 Amortization expense (46,943) (24,485) — (707) (72,135) Other (5,324) (1,337) — (6,661) Balance as of December 31 $ 49,856 $ 29,810 $ — $ 2,911 $ 82,577 Year Ended December 31, 2020 (in thousands) Client Trademarks Patented Covenants Total Balance as of January 1 $ 85,615 $ 60,533 $ — $ 1,332 $ 147,480 Additions — — — 192 192 Amortization expense (85,331) (29,778) — (504) (115,613) Other — — — (282) (282) Balance as of December 31 $ 284 $ 30,755 $ — $ 738 $ 31,777 \ |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration transferred and the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Acquisition Date: (in thousands) Total cash consideration $ 216,164 Total purchase consideration, as allocated below: $ 216,164 Cash and cash equivalents $ 40,794 Accounts receivable 72,404 Other assets 34,962 Fixed assets and capitalized software 18,856 Intangible assets: Client relationships (estimated useful life of 3.5 years) 101,839 Trademarks (estimated useful life of 3.5 years) 24,877 Accounts payable (15,038) Accrued liabilities (41,724) Contract liabilities (27,075) Other current liabilities (6,733) Deferred tax liabilities (35,884) Other liabilities (15,505) Total identifiable net assets $ 151,773 Goodwill 64,392 Total net assets acquired $ 216,164 |
Business Acquisition, Pro Forma Information | The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Thryv Australia Acquisition been completed as of January 1, 2020, nor is it meant to be indicative of future results of operations that the combined entity will achieve: Years Ended December 31, (in thousands) (unaudited) 2021 2020 Revenue $ 1,181,643 $ 1,299,258 Net income 140,854 134,204 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of the Company’s Level 3 indemnification asset measured and recorded at fair value on a recurring basis as of December 31, 2021 and 2020: (in thousands) 2021 2020 Balance as of January 1, $ — $ 29,789 Change in fair value — (3,878) Transfer out from Level 3 to Level 1 upon the direct listing — (25,911) Balance as of December 31, $ — $ — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table sets forth the carrying amount and fair value of the New Term Loan and Senior Term Loan: December 31, 2021 December 31, 2020 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value New Term Loan, net $ 522,547 $ 533,651 $ — $ — Senior Term Loan, net — — 449,165 441,742 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of the Company’s stock option liability measured and recorded at fair value on a recurring basis as of December 31, 2021 and 2020: (in thousands) 2021 2020 Balance as of January 1 $ — $ 43,026 Settlement of stock options — (896) Exercise of stock options — (235) Change in fair value — (9,656) Amortization of grant date fair value — 5,422 Reclassification from liability to equity, as of October 1, 2020 (1) — (37,661) Balance as of December 31, $ — $ — (1) As of October 1, 2020, based on the Company’s intention and ability to equity-settle upon exercise, these stock options were classified as equity awards, and the liability associated with stock-based compensation awards was reclassified to Additional paid-in capital. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the Company for the years ended December 31, 2021 and 2020 : (in thousands) Marketing SaaS Thryv International Total Balance as of December 31, 2019 $ 390,573 $ 218,884 $ — $ 609,457 Additions — — — — Impairments — — — — Balance as of December 31, 2020 $ 390,573 $ 218,884 $ — $ 609,457 Additions — — — — Impairments — — — — Thryv Australia Acquisition — — 64,392 64,392 Effects of foreign currency translation — — (1,963) (1,963) Balance as of December 31, 2021 $ 390,573 $ 218,884 $ 62,429 $ 671,886 |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets and their estimated useful lives are presented in the table below: Estimated Client relationships 3.5 - 4 years Trademarks and domain names 2.5 -6 years Patented technologies 3 -3.5 years Covenants not to compete 3 years The following tables set forth the details of the Company's intangible assets as of December 31, 2021 and 2020 : As of December 31, 2021 (in thousands) Gross Accumulated Effects of Foreign Currency Translation Net Weighted Client relationships $ 803,642 $ (748,460) $ (5,326) $ 49,856 2.7 Trademarks and domain names 225,177 (193,978) (1,389) 29,810 1.9 Patented technologies 19,600 (19,600) — — 0.0 Covenants not to compete 4,373 (1,462) — 2,911 2.6 Total intangible assets $ 1,052,792 $ (963,500) $ (6,715) $ 82,577 2.4 As of December 31, 2020 (in thousands) Gross Accumulated Net Weighted Client relationships $ 701,802 $ (701,518) $ 284 1.4 Trademarks and domain names 200,300 (169,545) 30,755 2.0 Patented technologies 19,600 (19,600) — 0.0 Covenants not to compete 1,497 (759) 738 1.8 Total intangible assets $ 923,199 $ (891,422) $ 31,777 2.0 The following tables summarize the changes in the carrying amounts of the Company's intangible assets for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 (in thousands) Client Trademarks Patented Covenants Total Balance as of January 1 $ 284 $ 30,755 $ — $ 738 $ 31,777 Additions 101,839 24,877 — 2,880 129,596 Amortization expense (46,943) (24,485) — (707) (72,135) Other (5,324) (1,337) — (6,661) Balance as of December 31 $ 49,856 $ 29,810 $ — $ 2,911 $ 82,577 Year Ended December 31, 2020 (in thousands) Client Trademarks Patented Covenants Total Balance as of January 1 $ 85,615 $ 60,533 $ — $ 1,332 $ 147,480 Additions — — — 192 192 Amortization expense (85,331) (29,778) — (504) (115,613) Other — — — (282) (282) Balance as of December 31 $ 284 $ 30,755 $ — $ 738 $ 31,777 \ |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows: (in thousands) Estimated Future 2022 $ 49,914 2023 21,686 2024 10,977 Total $ 82,577 |
Restructuring and Integration_2
Restructuring and Integration Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table sets forth additional financial information related to the Company's restructuring charges and integration expenses related to the YP Acquisition for the periods presented: Cumulative Year Ended December 31, Three Years Ended December 31, (in thousands) 2019 2019 Severance costs $ 9,487 $ 58,126 Facility exit costs 6,532 27,368 System consolidation costs (1) 11,603 37,389 Legal costs 5,550 13,926 Tax and accounting advisory services 1,918 27,358 Other costs (2) 10,870 34,745 Total restructuring and integration expenses $ 45,960 $ 198,912 (1) System consolidation costs primarily consist of reducing duplicate software applications and licenses, obtaining new maintenance and network contracts, consolidating data centers, and eliminating telecom contracts. (2) Other costs primarily include the write-off of fixed assets and capitalized software costs. |
Schedule of Restructuring Reserve by Type of Cost | The following tables reflect the Company's liabilities associated with restructuring charges and integration expenses: (in thousands) Severance Costs Facility Exit Costs System Consolidation Costs Legal Costs Tax and Accounting Advisory Services Total Balance as of January 1, 2021 $ — $ 1,821 $ — $ 250 $ — $ 2,071 Expense — — — — — — Payments/Other — (934) — (250) — (1,184) Balance as of December 31, 2021 $ — $ 887 $ — $ — $ — $ 887 (in thousands) Severance Costs Facility Exit Costs System Consolidation Costs Legal Costs Tax and Accounting Advisory Services Total Balance as of January 1, 2020 $ 3,377 $ 6,786 $ 14 $ 4,813 $ 14 $ 15,004 Expense — — — — — — Payments (3,377) (4,965) (14) (4,563) (14) (12,933) Balance as of December 31, 2020 $ — $ 1,821 $ — $ 250 $ — $ 2,071 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table sets forth the Company's allowance for credit losses: (in thousands) 2021 2020 2019 Balance as of January 1 $ 33,368 $ 26,828 $ 22,571 Thryv Australia Acquisition, balance as of March 1, 2021 2,733 — — Additions (1) 8,031 32,077 30,092 Deductions (2) (26,657) (25,537) (25,835) Balance as of December 31 (3) $ 17,475 $ 33,368 $ 26,828 (1) For the years ended December 31, 2021, 2020 , and 2019, represents provision for bad debt expense of $8.0 million, $32.1 million, and $30.1 million, respectively, which is included in General and administrative expense. (2) For the years ended December 31, 2021, 2020 , and 2019, represents amounts written off as uncollectible, net of recoveries. (3) As of December 31, 2021, $17.4 million of the allowance is attributable to Accounts receivable and $0.1 million is attributable to Contract assets. |
Fixed Assets and Capitalized _2
Fixed Assets and Capitalized Software (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The remaining useful lives of fixed assets and capitalized software are reviewed annually for reasonableness. Fixed assets and capitalized software are depreciated on a straight-line basis over the estimated useful lives of the assets, which are presented in the following table: Estimated Buildings and building improvements 8 - 30 years Leasehold improvements (1) 1 - 8 years Computer and data processing equipment 3 years Furniture and fixtures 7 years Capitalized software 1.5 - 5 years Other 3 - 7 years (1) Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term. See Note 8, Fixed Assets and Capitalized Software . The following table sets forth the components of the Company's fixed assets and capitalized software: (in thousands) December 31, 2021 December 31, 2020 Capitalized software $ 110,769 $ 68,444 Assets under leaseback obligations (1) — 54,676 Computer and data processing equipment 34,618 35,165 Land, buildings and building improvements — 1,082 Furniture and fixtures 550 1,086 Leasehold improvements 755 859 Other 99 6,043 Fixed assets and capitalized software $ 146,791 $ 167,355 Less: accumulated depreciation and amortization 95,853 78,311 Total fixed assets and capitalized software, net $ 50,938 $ 89,044 (1) Consists of a failed sale-leaseback liability related to a building and land in Tucker, Georgia. See Note 11, Debt Obligations . Depreciation and amortization expense associated with the Company's fixed assets and capitalized software was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Amortization of capitalized software $ 24,886 $ 20,718 $ 25,913 Depreciation of fixed assets (1) 8,452 10,192 14,007 Total depreciation and amortization expense $ 33,338 $ 30,910 $ 39,920 (1) Includes depreciation expense associated with assets held under leaseback obligations of $0.7 million for the year ended December 31, 2021, and $1.7 million for each of the years ended December 31, 2020 and 2019, respectively. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table sets forth additional financial information related to the Company's accrued liabilities: (in thousands) December 31, 2021 December 31, 2020 Accrued salaries and related expenses $ 58,440 $ 53,844 Accrued severance 1,720 2,280 Accrued taxes 17,660 26,209 Accrued expenses 51,224 51,284 Accrued service credits 2,769 5,996 Accrued liabilities $ 131,813 $ 139,613 The following tables set forth additional information related to severance expense incurred by the Company and recorded to General and administrative expense during the periods presented: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) Marketing Services SaaS Thryv International Total Marketing Services SaaS Thryv International Total Severance expense (1) $ 1,433 $ 306 $ 2,945 $ 4,684 $ 10,318 $ 1,367 $ — $ 11,685 (1) During the year ended December 31, 2021, none of the severance expense recorded was related to employee terminations as a result of COVID-19. During the year ended December 31, 2020, the severance expense included employee termination charges of $5.0 million recorded as a result of COVID-19. The following tables set forth additional information related to severance payments made by the Company during the periods presented: Year Ended December 31, 2021 Year Ended December 31, 2020 (in thousands) COVID-19 Related YP Integration Related Other Total COVID-19 Related YP Integration Related Other Total Severance payments $ 120 $ — $ 4,702 $ 4,822 $ 4,925 $ 3,377 $ 3,206 $ 11,508 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table sets forth components of lease cost related to the Company's operating leases: Years Ended December 31, (in thousands) 2021 2020 2019 Operating lease cost $ 7,684 $ 8,018 $ 12,484 Short-term lease cost — 53 1,144 Sublease income (1,954) (366) (680) Total lease cost $ 5,730 $ 7,705 $ 12,948 The following table sets forth supplemental cash flow information related to the Company's operating leases: Years Ended December 31, (in thousands) 2021 2020 2019 Cash flows from operating activities Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 14,941 $ 8,713 $ 16,733 Supplemental lease cash flow disclosure Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,423 $ 54,667 The following table sets forth additional information related to the Company's operating leases: Years Ended December 31, 2021 2020 2019 Weighted-average remaining lease term - Operating leases (in years) 3.1 4.6 4.9 Weighted-average discount rate - Operating leases 9.2 % 9.1 % 9.0 % |
Schedule of Supplemental Balance Sheet Information | The following table sets forth supplemental balance sheet information related to the Company's operating leases: (in thousands) December 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets, net (1) $ 9,517 $ 9,202 Liabilities Current portion of long-term lease liability (2) 11,785 646 Long-term lease liability (3) 24,330 24,552 Total operating lease liability $ 36,115 $ 25,198 (1) Operating lease right-of-use assets, net, are included in Other assets on the Company's consolidated balance sheet. (2) The current portion of long-term lease liability is included in Other current liabilities on the Company's consolidated balance sheet. (3) The long-term lease liability is included in Other liabilities on the Company's consolidated balance sheet. |
Lessee, Operating Lease, Liability, Maturity | The following table sets forth, by year, the maturities of operating lease liabilities as of December 31, 2021: (in thousands) Operating Leases 2022 $ 14,491 2023 11,927 2024 8,517 2025 6,658 2026 — Thereafter — Total undiscounted lease payments $ 41,593 Less: imputed interest 5,478 Present value of operating lease liability $ 36,115 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table sets forth the Company's outstanding debt obligations as of December 31, 2021 and 2020: (in thousands) Maturity Interest Rate December 31, 2021 December 31, 2020 New Term Loan March 1, 2026 LIBOR + 8.5% $ 542,000 $ — Senior Term Loan December 31, 2023 LIBOR + 9.0% — 449,610 ABL Facility (Fifth Amendment) March 1, 2026 3-month LIBOR + 3.0% 39,929 — ABL Facility (Fourth Amendment) (1) September 30, 2023 3-month LIBOR + 4.0% — 79,238 Unamortized original issue discount and debt issuance costs (19,453) (445) Total debt obligations $ 562,476 $ 528,403 Current portion of New Term Loan (70,000) — Total long-term debt obligations $ 492,476 $ 528,403 (1) |
Schedule of Other Financing Obligations | The following table sets forth the components of the Company's total leaseback obligations as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Non-cash residual value of Tucker, Georgia lease $ — $ 54,676 Future maturities associated with the Tucker, Georgia failed — 862 Total leaseback obligations $ — $ 55,538 |
Pensions (Tables)
Pensions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table details the other components of net periodic pension cost for the Company's pension plans: Years Ended December 31, (in thousands) 2021 2020 2019 Interest cost $ 10,469 $ 13,949 $ 22,146 Expected return on assets (11,560) (16,027) (15,044) Settlement (gain)/loss (374) 819 693 Remeasurement (gain)/loss (13,364) 43,495 45,366 Net periodic pension (benefit) cost $ (14,829) $ 42,236 $ 53,161 |
Defined Benefit Plan, Assumptions | The following table sets forth the weighted-average assumptions used for determining the Company's net periodic pension cost: Years Ended December 31, 2021 2020 2019 Pension benefit obligations discount rate 2.39 % 3.16 % 4.30 % Interest cost discount rate 1.71 % 2.74 % 3.93 % Expected return on plan assets, net of administrative expenses 2.69 % 3.73 % 3.68 % Rate of compensation expense increase N/A N/A N/A The following table sets forth the weighted-average assumptions used for determining the Company's pension benefit obligations: Years Ended December 31, 2021 2020 Pension benefit obligations discount rate 2.77 % 2.39 % Rate of compensation increase N/A N/A Interest crediting rate 3.01 % 3.00 % |
Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following table summarizes the benefit obligations, plan assets, and funded status associated with the Company's pension and benefit plan: (in thousands) 2021 2020 Change in Benefit Obligations Balance as of January 1 $ 636,497 $ 643,961 Interest cost 10,469 13,949 Actuarial (gain) loss, net (12,565) 63,164 Benefits paid (42,434) (66,746) Annuity purchase — (17,831) Balance as of December 31 $ 591,967 $ 636,497 Change in Plan Assets Balance as of January 1 $ 444,228 $ 449,019 Plan contributions 36,185 44,908 Actual return on plan assets, net of administrative expenses 12,734 34,878 Benefits paid (42,434) (66,746) Annuity purchase — (17,831) Balance as of December 31 $ 450,713 $ 444,228 Funded Status as of December 31 (plan assets less benefit obligations) $ (141,254) $ (192,269) |
Schedule of Cash Contributions made by the Company | The following table sets forth cash contributions made by the Company to its qualified and non-qualified plans during the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, (in thousands) 2021 2020 2019 Qualified plans $ 35,000 $ 43,875 $ 29,635 Non-qualified plans 1,176 1,034 734 |
Schedule of Amounts Recognized in Balance Sheet | The following table sets forth the amounts associated with pension plans recognized within Pension obligations, net on the Company's consolidated balance sheets: (in thousands) December 31, 2021 December 31, 2020 Current liabilities $ (1,087) $ (1,442) Long-term liabilities (140,167) (190,827) Total pension liability as of December 31 $ (141,254) $ (192,269) |
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets | The following table sets forth the amounts associated with the Company's pension plans that have accumulated pension obligations greater than plan assets (underfunded): (in thousands) December 31, 2021 December 31, 2020 Accumulated benefit obligations $ 591,967 $ 636,497 Projected benefit obligations 591,967 636,497 Plan assets $ 450,713 $ 444,228 |
Schedule of Expected Benefit Payments | The following table sets forth the Company's expected future pension benefit payments : (in thousands) Expected Future 2022 $ 52,312 2023 42,725 2024 40,738 2025 40,617 2026 39,854 2027 to 2031 176,245 |
Schedule of Allocation of Plan Assets | The following tables set forth the fair values of the Company's pension plan assets by asset category: December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 10,687 $ 10,687 $ — $ — Equity funds 92,689 92,689 — — U.S. treasuries and agencies 41,535 — 41,535 — Corporate bond funds 184,034 184,034 — — Total $ 328,945 $ 287,410 $ 41,535 $ — Hedge funds-investments measured at net asset value ( “ NAV ” ) as a practical expedient 121,768 Total plan assets $ 450,713 December 31, 2020 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 17,831 $ 17,831 $ — $ — Equity funds 88,118 88,118 — — U.S. treasuries and agencies 35,797 — 35,797 — Corporate bond funds 170,552 170,552 — — Total $ 312,298 $ 276,501 $ 35,797 $ — Hedge funds-investments measured at NAV as a practical expedient 131,930 Total plan assets $ 444,228 The following table sets forth the weighted asset allocation percentages for the pension plans by asset category: December 31, 2021 2020 Cash and cash equivalents 2.4 % 4.0 % U.S. treasuries and agencies, corporate bond funds, and other fixed income 50.0 % 46.4 % Equity funds 20.6 % 19.9 % Hedge funds 27.0 % 29.7 % Total 100.0 % 100.0 % |
Stock-Based Compensation and _2
Stock-Based Compensation and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table sets forth the weighted-average stock option fair values and assumptions: Years Ended December 31, 2021 2020 2019 Weighted-average fair value N/A $ 6.97 $ 10.24 Dividend yield N/A — — Volatility N/A 52.06 % 39.37 % Risk-free interest rate N/A 0.30 % 1.68 % Expected life (in years) N/A 4.82 4.47 |
Schedule of Stock Option Activity | The following tables reflect changes in the Company's outstanding stock-based compensation awards for the years ended December 31, 2021 and 2020: 2021 Number of Weighted- Weighted- Aggregate Outstanding stock option awards at January 1 4,278,160 $ 11.20 8.36 $ 9,855 Granted — — — — Exercises (net cash settled) — — — — Exercises (issuance of shares) (446,344) 7.69 5.91 8,459 Forfeitures/expirations (98,002) 13.01 8.52 2,078 Outstanding stock option awards as of December 31, 2021 3,733,814 $ 11.59 7.52 $ 110,298 Options exercisable as of December 31 1,293,492 $ 8.61 6.78 $ 42,060 2020 Number of Weighted- Weighted- Aggregate Outstanding stock option awards at January 1 5,875,829 $ 9.29 8.15 $ 42,434 Granted 872,003 11.90 9.87 1,393 Exercises (net cash settled) (130,017) 3.68 5.74 896 Exercises (issuance of shares) (2,143,317) 3.69 5.77 15,511 Forfeitures/expirations (196,338) 13.22 8.64 (146) Outstanding stock option awards at December 31, 2020 4,278,160 $ 11.20 8.36 $ 9,855 Options exercisable as of December 31 992,061 $ 4.28 5.81 $ 9,151 |
Share-based Payment Arrangement, Cost by Plan | The following table sets forth stock-based compensation expense (benefit), including the effects of gains and losses from changes in fair value during the years ended December 31, 2021, 2020 and 2019, recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented: Years Ended December 31, (in thousands) 2021 2020 2019 Cost of services $ 380 $ (72) $ 381 Sales and marketing 3,490 266 1,649 General and administrative 4,224 (3,089) 12,089 Stock-based compensation expense (benefit) $ 8,094 $ (2,895) $ 14,119 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables set forth the calculation of basic and diluted earnings per share for the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, (in thousands, except share and per share amounts) 2021 2020 2019 Basic net income per share: Net income $ 101,577 $ 149,221 $ 35,504 Weighted-average common shares outstanding during the period 33,607,446 31,522,845 40,845,128 Basic net income per share $ 3.02 $ 4.73 $ 0.87 Years Ended December 31, (in thousands, except share and per share amounts) 2021 2020 2019 Diluted net income per share: Net income $ 101,577 $ 149,221 $ 35,504 Basic shares outstanding during the period 33,607,446 31,522,845 40,845,128 Plus: Common stock equivalents associated with stock option awards 2,888,300 2,272,749 2,620,870 Diluted shares outstanding 36,495,746 33,795,594 43,465,998 Diluted net income per share $ 2.78 $ 4.42 $ 0.82 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following table sets forth the components of the Company's income before income tax (expense) benefit: Years Ended December 31, (in thousands) 2021 2020 2019 United States $ 168,965 $ 41,238 $ 53,566 Foreign (34,651) — — Total income before income tax (expense) benefit $ 134,314 $ 41,238 $ 53,566 |
Schedule of Components of Income Tax Expense (Benefit) | The following table sets forth the components of the Company's income tax (expense) benefit: Years Ended December 31, (in thousands) 2021 2020 2019 Current tax (expense): Federal $ (31,690) $ (30,277) $ (37,319) State and local (5,852) (7,213) (5,861) Foreign (14,494) — — Total current tax (expense) (52,036) (37,490) (43,180) Deferred tax (expense) benefit: Federal (4,378) 101,613 32,327 State and local 2,560 43,860 (7,209) Foreign 21,117 — — Total deferred tax benefit 19,299 145,473 25,118 Total income tax (expense) benefit $ (32,737) $ 107,983 $ (18,062) |
Schedule of Effective Income Tax Rate Reconciliation | The following table sets forth the principal reasons for the differences between the effective income tax rate and the statutory federal income tax rate for the Company: Years Ended December 31, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Foreign rate differential (3.6) % — % — % Impact of non-US taxing jurisdictions, net 0.8 % — % — % State and local taxes, net of federal tax benefit 4.3 % 7.4 % 2.7 % Change in value of indemnification asset — % 2.8 % 1.6 % Non-deductible executive compensation 1.0 % 3.5 % — % Stock compensation (0.5) % 4.4 % — % Non-deductible transaction costs 4.2 % 4.9 % 0.8 % Change in federal and state valuation allowance (2.3) % (256.0) % 1.9 % Change in unrecognized tax benefits (including FBOS) (1.4) % (48.7) % 5.3 % Other, net 0.9 % (1.2) % 0.4 % Effective tax rate 24.4 % (261.9) % 33.7 % |
Schedule of Deferred Tax Assets and Liabilities | The following table sets forth the significant components of the Company's deferred income tax assets and liabilities: Years Ended December 31, (in thousands) 2021 2020 Deferred tax assets Allowance for doubtful accounts $ 5,099 $ 9,979 Deferred and other compensation 13,956 10,636 Capital investments 3,795 3,790 Debt, capitalized fees, and other interest 329 2,291 Pension and other post-employment benefits 37,569 51,231 Operating lease liability 9,726 7,539 Reserve for facility exit costs 5,070 7,053 Net operating loss and credit carryforwards (1) 26,522 28,611 Fixed assets and capitalized software — 420 Non-compete and other agreements 40,335 46,213 Goodwill and other intangible assets — 8,335 Other, net 6,435 8,566 Total deferred tax assets $ 148,836 $ 184,664 Valuation allowance (21,338) (24,307) Net deferred tax assets $ 127,498 $ 160,357 Deferred tax liabilities Deferred revenue $ (21,033) $ (46,501) Goodwill and other intangible assets (6,764) — Deferred costs (2,254) (3,003) Investment in subsidiaries (4,828) (5,466) Operating lease right-of-use assets (7,572) (9,362) Fixed assets and capitalized software (2,466) — Other, net (2,814) (3,434) Total deferred tax (liabilities) $ (47,731) $ (67,766) Net deferred tax asset $ 79,767 $ 92,591 (1) At December 31, 2021 and 2020, the Company had net operating loss and credit carryforwards of $26.5 million and $28.6 million , respectively, for state income tax purposes, which will begin to expire in 2023. |
Summary of Valuation Allowance | The following table sets forth changes in the Company’s valuation allowance: (in thousands) 2021 2020 Balance at beginning of period $ 24,307 $ 126,321 Net change in valuation allowance (2,969) (102,014) Balance at end of period $ 21,338 $ 24,307 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reflects changes to and balances of the Company's unrecognized tax benefits: (in thousands) 2021 2020 2019 Balance at beginning of period $ 23,703 $ 48,305 $ 48,469 Gross reductions for tax positions related to prior years — (22,186) — Gross reductions for tax positions related to the lapse of applicable statute of limitations (2,869) (2,416) (164) Balance at end of period $ 20,834 $ 23,703 $ 48,305 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated other comprehensive income (loss), which is reported as a component of stockholders' equity, for the year ended December 31, 2021. (in thousands) Accumulated Foreign Currency Translation Adjustments Beginning balance at January 1, 2021 $ — Foreign currency translation adjustment, net of tax expense of $2.7 million (8,047) Ending balance at December 31, 2021 $ (8,047) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables summarize the operating results of the Company's reportable segments: Year Ended December 31, 2021 (in thousands) Marketing Services SaaS Thryv International Total Revenue $ 797,493 $ 170,498 $ 145,391 $ 1,113,382 Segment Adjusted EBITDA 318,230 (14,004) 46,297 350,523 Year Ended December 31, 2020 (in thousands) Marketing Services SaaS Thryv International Total Revenue $ 979,611 $ 129,824 $ — $ 1,109,435 Segment Adjusted EBITDA 358,804 13,035 — 371,839 Year Ended December 31, 2019 (in thousands) Marketing Services SaaS Thryv International Total Revenue $ 1,292,795 $ 128,579 $ — $ 1,421,374 Segment Adjusted EBITDA 468,934 12,165 — 481,099 |
Reconciliation of Earnings Before Interest, Tax, Depreciation, and Amortization from Segments to Consolidated | A reconciliation of the Company’s Income before income tax (expense) benefit to total Segment Adjusted EBITDA is as follows : Years Ended December 31, (in thousands) 2021 2020 2019 Income before income tax (expense) benefit $ 134,314 $ 41,238 $ 53,566 Impact of ASC 842 — — (534) Interest expense 66,374 68,539 92,951 Depreciation and amortization expense 105,473 146,523 206,270 Other components of net periodic pension (benefit) cost (14,829) 42,236 53,161 Impairment charges 3,611 24,911 5,670 Restructuring and integration expenses (1) 18,145 28,459 40,290 Transaction costs (2) 25,059 20,999 6,081 Stock-based compensation expense (benefit) 8,094 (2,895) 14,119 (Gain) loss from remeasurement of indemnification asset (1) 5,443 4,093 Other 4,283 (3,614) 5,432 Total Segment Adjusted EBITDA $ 350,523 $ 371,839 $ 481,099 (1) During the year ended December 31, 2021, the Company incurred $4.7 million of severance expense, of which none was a result of the COVID-19 pandemic. During the year ended December 31, 2020 , the Company incurred $11.7 million of severance expense, of which $5.0 million was a result of the COVID-19 pandemic. In addition, during the years ended December 31, 2021, 2020 and 2019, the Company incurred losses on disposal of fixed assets and capitalized software and costs associated with abandoned facilities and system consolidation. (2) Consists of direct listing, Thryv Australia Acquisition and other transaction cost s. The following table sets forth the Company's disaggregation of revenue based on services for the periods indicated: Years Ended December 31, (in thousands) 2021 2020 2019 Marketing Services PYP $ 365,966 $ 443,315 $ 605,952 IYP 239,531 280,750 339,416 SEM 129,606 167,770 232,345 Other 62,390 87,776 115,082 Total Marketing Services $ 797,493 $ 979,611 $ 1,292,795 SaaS Thryv Platform $ 107,318 $ 100,548 $ 104,327 Thryv Add-ons 63,180 29,276 24,252 Total SaaS $ 170,498 $ 129,824 $ 128,579 Thryv International PYP $ 46,859 $ — $ — IYP 55,198 — — SEM 18,966 — — Other 23,814 — — Thryv Platform and Thryv Add-Ons 554 — — Total Thryv International $ 145,391 $ — $ — Total Revenue $ 1,113,382 $ 1,109,435 $ 1,421,374 |
Disaggregation of Revenue | The following table sets forth the Company's disaggregation of revenue based on services for the periods indicated: Years Ended December 31, (in thousands) 2021 2020 2019 Marketing Services PYP $ 365,966 $ 443,315 $ 605,952 IYP 239,531 280,750 339,416 SEM 129,606 167,770 232,345 Other 62,390 87,776 115,082 Total Marketing Services $ 797,493 $ 979,611 $ 1,292,795 SaaS Thryv Platform $ 107,318 $ 100,548 $ 104,327 Thryv Add-ons 63,180 29,276 24,252 Total SaaS $ 170,498 $ 129,824 $ 128,579 Thryv International PYP $ 46,859 $ — $ — IYP 55,198 — — SEM 18,966 — — Other 23,814 — — Thryv Platform and Thryv Add-Ons 554 — — Total Thryv International $ 145,391 $ — $ — Total Revenue $ 1,113,382 $ 1,109,435 $ 1,421,374 |
Long-lived Assets by Geographic Areas | The following table sets forth the Company's total long-lived assets by geographical region: (in thousands) December 31, 2021 December 31, 2020 United States $ 149,878 $ 204,045 Australia 25,516 — Total long-lived assets $ 175,394 $ 204,045 Percentage of long-lived assets held outside of the United States 15 % — % |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Aug. 26, 2020 | Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Asset Impairment Charges [Abstract] | ||||
Number of operating segments | segment | 3 | |||
Number of reportable segments | segment | 3 | |||
Reverse stock split, conversion ratio | 0.5556 | |||
Deferred contract costs, current | $ 7,126 | $ 9,073 | ||
Deferred contract costs, noncurrent | 1,812 | 2,773 | ||
Amortization of deferred contract costs | 11,847 | 13,628 | $ 14,094 | |
Advertising expense | $ 40,800 | $ 7,200 | 5,500 | |
Common stock, shares issued (in shares) | shares | 60,830,853 | 59,590,422 | ||
Common stock, shares outstanding (in shares) | shares | 34,145,311 | 32,912,012 | ||
Treasury stock (in shares) | shares | 26,685,542 | 26,678,410 | ||
PYP | ||||
Asset Impairment Charges [Abstract] | ||||
Deferred contract costs, current | $ 3,500 | $ 2,700 | 4,800 | |
Amortization of deferred contract costs | $ 2,700 | $ 4,800 | $ 6,600 | |
Revenue Benchmark | Customer Concentration Risk | Local SMBs | ||||
Asset Impairment Charges [Abstract] | ||||
Concentration risk, percentage | 90.00% | |||
Revenue Benchmark | Customer Concentration Risk | Regional and National Large Businesses | ||||
Asset Impairment Charges [Abstract] | ||||
Concentration risk, percentage | 10.00% | |||
Revenue Benchmark | Customer Concentration Risk | Top Ten Directories | ||||
Asset Impairment Charges [Abstract] | ||||
Concentration risk, percentage | 2.00% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Reverse Stock Split Additional Information (Details) | Aug. 26, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split, conversion ratio | 0.5556 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cost of services | $ 408,043 | $ 439,742 | $ 581,293 |
Sales and marketing | 357,813 | 315,195 | 431,815 |
General and administrative | 153,902 | 177,574 | 196,543 |
Impairment charges | 3,611 | 24,911 | 5,670 |
Depreciation and amortization | $ 105,473 | 146,523 | 206,270 |
Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cost of services | 366,696 | 476,355 | |
Sales and marketing | 263,006 | 352,740 | |
General and administrative | 156,286 | 174,286 | |
Impairment charges | 24,911 | 5,670 | |
Depreciation and amortization | 146,523 | 206,270 | |
Revision of Prior Period, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cost of services | 73,046 | 104,938 | |
Sales and marketing | 52,189 | 79,075 | |
General and administrative | 21,288 | 22,257 | |
Impairment charges | 0 | 0 | |
Depreciation and amortization | $ (146,523) | $ (206,270) |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 11,262 | $ 2,406 | ||
Restricted cash, included in Other current assets | 2,295 | 0 | ||
Cash and cash equivalents | $ 13,557 | $ 2,406 | $ 1,912 | $ 34,169 |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Schedule of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 296,440 | $ 329,938 |
Less: allowance for credit losses | (17,387) | (33,368) |
Accounts receivable, net of allowance | 279,053 | 296,570 |
Accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 81,445 | 128,145 |
Unbilled accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 214,995 | $ 201,793 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Schedule of Property, Plant, and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 8 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 30 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 8 years |
Computer and data processing equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 7 years |
Capitalized software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 1 year 6 months |
Capitalized software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 5 years |
Other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 3 years |
Other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 7 years |
Description of Business and _10
Description of Business and Summary of Significant Accounting Policies - Schedule of Finite-lived Intangible Asset Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Client relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 3 years 6 months |
Client relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 4 years |
Trademarks and domain names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 2 years 6 months |
Trademarks and domain names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 6 years |
Patented technologies | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 3 years |
Patented technologies | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 3 years 6 months |
Covenants not to compete | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful life | 3 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized | $ 18.9 | $ 24.7 |
Pandemic credit | $ 3.2 | $ 17.5 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 671,886 | $ 609,457 | $ 609,457 | |
Working capital adjustments increase (decrease) | (1,200) | |||
Decrease in goodwill for purchase accounting adjustment | 7,300 | |||
New Term Loan | ||||
Business Acquisition [Line Items] | ||||
Debt issuance costs | $ 4,100 | |||
Unamortized debt issuance expense | 2,500 | |||
Thryv Australia | ||||
Business Acquisition [Line Items] | ||||
Total cash consideration | 216,164 | |||
Transaction costs | 8,700 | |||
Goodwill | 64,392 | |||
Business combination, pro forma revenue, actual | 145,400 | |||
Business combination, pro forma earnings (loss), actual | $ 27,300 | |||
Thryv Australia | New Term Loan | ||||
Business Acquisition [Line Items] | ||||
Debt issuance costs | 4,200 | |||
Unamortized debt issuance expense | $ 2,500 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 671,886 | $ 609,457 | $ 609,457 | |
Thryv Australia | ||||
Business Acquisition [Line Items] | ||||
Total cash consideration | $ 216,164 | |||
Total purchase consideration, as allocated below: | 216,164 | |||
Cash and cash equivalents | 40,794 | |||
Accounts receivable | 72,404 | |||
Other assets | 34,962 | |||
Fixed assets and capitalized software | 18,856 | |||
Accounts payable | (15,038) | |||
Accrued liabilities | (41,724) | |||
Contract liabilities | (27,075) | |||
Other current liabilities | (6,733) | |||
Deferred tax liabilities | (35,884) | |||
Other liabilities | (15,505) | |||
Total identifiable net assets | 151,773 | |||
Goodwill | 64,392 | |||
Total net assets acquired | 216,164 | |||
Thryv Australia | Client relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 101,839 | |||
Intangible assets, useful life | 3 years 6 months | |||
Thryv Australia | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 24,877 | |||
Intangible assets, useful life | 3 years 6 months |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Thryv Australia - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 1,181,643 | $ 1,299,258 |
Net income | $ 140,854 | $ 134,204 |
Fair Value Measurements - Indem
Fair Value Measurements - Indemnification Asset Rollforward (Details) - Indemnification Asset - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | $ 29,789 |
Change in fair value | 0 | (3,878) |
Transfer out from Level 3 to Level 1 upon the direct listing | 0 | (25,911) |
Ending balance | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Other | $ 1 | $ (5,443) | $ (4,093) | |
YP Acquisition | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Shares held in escrow (in shares) | 1,804,715 | |||
Shares expected to be returned by the seller (in shares) | 591,939 | |||
Amount to be paid before allowance of tax credit | $ 8,000 | |||
Indemnification Asset | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value of indemnification asset | 0 | 0 | $ 29,789 | |
Change in fair value | 0 | (3,878) | ||
Indemnification Asset | Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value of indemnification asset | $ 24,300 | 24,300 | ||
Indemnification Asset | Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value | $ 5,400 |
Fair Value Measurements - Stock
Fair Value Measurements - Stock Option Rollforward (Details) - Stock Option Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | $ 43,026 |
Settlement of stock options | 0 | (896) |
Exercise of stock options | 0 | (235) |
Change in fair value | 0 | (9,656) |
Amortization of grant date fair value | 0 | 5,422 |
Reclassification from liability to equity | 0 | (37,661) |
Ending balance | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value and Carrying Value of Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | New Term Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Senior Term Loan, net | $ 522,547 | |
Carrying Amount | Senior Term Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Senior Term Loan, net | $ 449,165 | |
Fair Value | New Term Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Senior Term Loan, net | $ 533,651 | |
Fair Value | Senior Term Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Senior Term Loan, net | $ 441,742 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | Oct. 01, 2020reportingUnit | Mar. 31, 2021reportingUnit | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)reportingUnit | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 671,886 | $ 609,457 | $ 609,457 | ||
Goodwill, accumulated impairment loss | 712,800 | $ 712,800 | |||
Goodwill, tax deductible amount | 40,200 | ||||
Number of reporting units | reportingUnit | 2 | 3 | 2 | ||
Goodwill, impairment loss | 0 | $ 0 | 0 | ||
Intangible assets, net | 82,577 | 31,777 | 147,480 | ||
Amortization expense | $ 72,135 | $ 115,613 | $ 166,400 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 609,457 | $ 609,457 | |
Goodwill, acquired during period | 64,392 | 0 | |
Goodwill, impairment loss | 0 | 0 | $ 0 |
Effects of foreign currency translation | (1,963) | ||
Ending balance | 671,886 | 609,457 | 609,457 |
Marketing Services | |||
Goodwill [Roll Forward] | |||
Beginning balance | 390,573 | 390,573 | |
Goodwill, acquired during period | 0 | 0 | |
Goodwill, impairment loss | 0 | 0 | |
Effects of foreign currency translation | 0 | ||
Ending balance | 390,573 | 390,573 | 390,573 |
SaaS | |||
Goodwill [Roll Forward] | |||
Beginning balance | 218,884 | 218,884 | |
Goodwill, acquired during period | 0 | 0 | |
Goodwill, impairment loss | 0 | 0 | |
Effects of foreign currency translation | 0 | ||
Ending balance | 218,884 | 218,884 | 218,884 |
Thryv International | |||
Goodwill [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Goodwill, acquired during period | 64,392 | 0 | |
Goodwill, impairment loss | 0 | 0 | |
Effects of foreign currency translation | (1,963) | ||
Ending balance | $ 62,429 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 1,052,792 | $ 923,199 | |
Accumulated Amortization | (963,500) | (891,422) | |
Effects of Foreign Currency Translation | (6,715) | ||
Net | $ 82,577 | $ 31,777 | $ 147,480 |
Weighted Average Remaining Amortization Period in Years | 2 years 4 months 24 days | 2 years | |
Client relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 803,642 | $ 701,802 | |
Accumulated Amortization | (748,460) | (701,518) | |
Effects of Foreign Currency Translation | (5,326) | ||
Net | $ 49,856 | $ 284 | 85,615 |
Weighted Average Remaining Amortization Period in Years | 2 years 8 months 12 days | 1 year 4 months 24 days | |
Trademarks and domain names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 225,177 | $ 200,300 | |
Accumulated Amortization | (193,978) | (169,545) | |
Effects of Foreign Currency Translation | (1,389) | ||
Net | $ 29,810 | $ 30,755 | 60,533 |
Weighted Average Remaining Amortization Period in Years | 1 year 10 months 24 days | 2 years | |
Patented technologies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 19,600 | $ 19,600 | |
Accumulated Amortization | (19,600) | (19,600) | |
Effects of Foreign Currency Translation | 0 | ||
Net | 0 | 0 | 0 |
Covenants not to compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 4,373 | 1,497 | |
Accumulated Amortization | (1,462) | (759) | |
Effects of Foreign Currency Translation | 0 | ||
Net | $ 2,911 | $ 738 | $ 1,332 |
Weighted Average Remaining Amortization Period in Years | 2 years 7 months 6 days | 1 year 9 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite Lived Intangible Assets Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | $ 31,777 | $ 147,480 | |
Additions | 129,596 | 192 | |
Amortization expense | (72,135) | (115,613) | $ (166,400) |
Other | (6,661) | (282) | |
Ending balance | 82,577 | 31,777 | 147,480 |
Client relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 284 | 85,615 | |
Additions | 101,839 | 0 | |
Amortization expense | (46,943) | (85,331) | |
Other | (5,324) | 0 | |
Ending balance | 49,856 | 284 | 85,615 |
Trademarks and domain names | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 30,755 | 60,533 | |
Additions | 24,877 | 0 | |
Amortization expense | (24,485) | (29,778) | |
Other | (1,337) | 0 | |
Ending balance | 29,810 | 30,755 | 60,533 |
Patented technologies | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Additions | 0 | 0 | |
Amortization expense | 0 | 0 | |
Other | 0 | 0 | |
Ending balance | 0 | 0 | 0 |
Covenants not to compete | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 738 | 1,332 | |
Additions | 2,880 | 192 | |
Amortization expense | (707) | (504) | |
Other | (282) | ||
Ending balance | $ 2,911 | $ 738 | $ 1,332 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 72,135 | $ 115,613 | $ 166,400 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | $ 49,914 | ||
2023 | 21,686 | ||
2024 | 10,977 | ||
Net | $ 82,577 | $ 31,777 | $ 147,480 |
Restructuring and Integration_3
Restructuring and Integration Expenses - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Restructuring and Related Activities [Abstract] | |
Cumulative business restructuring and integration charges | $ 198,912 |
Restructuring and integration expenses | $ 45,960 |
Restructuring and Integration_4
Restructuring and Integration Expenses - Schedule of Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and integration expenses | $ 45,960 | ||
Cumulative | 198,912 | ||
Severance Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and integration expenses | $ 0 | $ 0 | 9,487 |
Cumulative | 58,126 | ||
Facility Exit Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and integration expenses | 0 | 0 | 6,532 |
Cumulative | 27,368 | ||
System Consolidation Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and integration expenses | 0 | 0 | 11,603 |
Cumulative | 37,389 | ||
Legal Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and integration expenses | 0 | 0 | 5,550 |
Cumulative | 13,926 | ||
Tax and Accounting Advisory Services | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and integration expenses | 0 | 0 | 1,918 |
Cumulative | 27,358 | ||
Other costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and integration expenses | $ 0 | $ 0 | 10,870 |
Cumulative | $ 34,745 |
Restructuring and Integration_5
Restructuring and Integration Expenses - Restructuring Reserve Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Expense | $ 45,960 | ||
Payments | $ (4,822) | $ (11,508) | |
Severance Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 3,377 | |
Expense | 0 | 0 | 9,487 |
Payments | 0 | (3,377) | |
Ending balance | 0 | 0 | 3,377 |
Facility Exit Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 1,821 | 6,786 | |
Expense | 0 | 0 | 6,532 |
Payments | (934) | (4,965) | |
Ending balance | 887 | 1,821 | 6,786 |
System Consolidation Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 14 | |
Expense | 0 | 0 | 11,603 |
Payments | 0 | (14) | |
Ending balance | 0 | 0 | 14 |
Legal Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 250 | 4,813 | |
Expense | 0 | 0 | 5,550 |
Payments | (250) | (4,563) | |
Ending balance | 0 | 250 | 4,813 |
Tax and Accounting Advisory Services | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 14 | |
Expense | 0 | 0 | 1,918 |
Payments | 0 | (14) | |
Ending balance | 0 | 0 | 14 |
Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 2,071 | 15,004 | |
Expense | 0 | 0 | 10,870 |
Payments | (1,184) | (12,933) | |
Ending balance | $ 887 | $ 2,071 | $ 15,004 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Allowance for Credit Loss Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 33,368 | $ 26,828 | $ 22,571 |
Thryv Australia Acquisition, balance as of March 1, 2021 | 2,733 | 0 | 0 |
Additions | 8,031 | 32,077 | 30,092 |
Deductions | (26,657) | (25,537) | (25,835) |
Ending balance | 17,475 | 33,368 | $ 26,828 |
Accounts receivable, allowance for credit loss | 17,400 | 33,000 | |
Contract with customer, asset, allowance for credit loss | $ 100 | $ 300 |
Allowance for Credit Losses - N
Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Credit Loss [Abstract] | ||
Accounts receivable, allowance for credit loss, incremental increase (decrease) due to COVID | $ 0 | $ 2.1 |
Fixed Assets and Capitalized _3
Fixed Assets and Capitalized Software - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | $ 146,791 | $ 167,355 |
Less: accumulated depreciation and amortization | 95,853 | 78,311 |
Fixed assets and capitalized software, net | 50,938 | 89,044 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | 110,769 | 68,444 |
Assets under leaseback obligations | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | 0 | 54,676 |
Computer and data processing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | 34,618 | 35,165 |
Land, buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | 0 | 1,082 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | 550 | 1,086 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | 755 | 859 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets and capitalized software, gross | $ 99 | $ 6,043 |
Fixed Assets and Capitalized _4
Fixed Assets and Capitalized Software - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Amortization of capitalized software | $ 24,886 | $ 20,718 | $ 25,913 |
Depreciation of fixed assets | 8,452 | 10,192 | 14,007 |
Total depreciation and amortization expense | 33,338 | 30,910 | 39,920 |
Assets under leaseback obligations | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of fixed assets | $ 700 | $ 1,700 | $ 1,700 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related expenses | $ 58,440 | $ 53,844 |
Accrued severance | 1,720 | 2,280 |
Accrued taxes | 17,660 | 26,209 |
Accrued expenses | 51,224 | 51,284 |
Accrued service credits | 2,769 | 5,996 |
Accrued liabilities | $ 131,813 | $ 139,613 |
Accrued Liabilities - Severance
Accrued Liabilities - Severance Payments G&A (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 4,684,000 | $ 11,685,000 |
COVID-19 Related | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 0 | 5,000,000 |
Marketing Services | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 1,433,000 | 10,318,000 |
SaaS | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 306,000 | 1,367,000 |
Thryv International | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 2,945,000 | $ 0 |
Accrued Liabilities - Severan_2
Accrued Liabilities - Severance Payments, Covid (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Payments for restructuring | $ 4,822 | $ 11,508 |
COVID-19 Related | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for restructuring | 120 | 4,925 |
YP Integration Related | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for restructuring | 0 | 3,377 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for restructuring | $ 4,702 | $ 3,206 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, impairment charges | $ 3,600 | $ 20,700 | $ 5,700 |
Impairment charges | $ 3,611 | 24,911 | 5,670 |
Marketing Services | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, impairment charges | 5,200 | ||
Impairment charges | 22,000 | ||
SaaS | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, impairment charges | $ 500 | ||
Impairment charges | 2,900 | ||
Leasehold Improvements, Furniture, and Fixtures | |||
Lessee, Lease, Description [Line Items] | |||
Impairment charges | $ 4,200 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, remaining lease term | 4 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 7,684 | $ 8,018 | $ 12,484 |
Short-term lease cost | 0 | 53 | 1,144 |
Sublease income | (1,954) | (366) | (680) |
Total lease cost | $ 5,730 | $ 7,705 | $ 12,948 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease, right-of-use asset, net | $ 9,517 | $ 9,202 |
Liabilities | ||
Current portion of long-term lease liability | 11,785 | 646 |
Long-term lease liability | 24,330 | 24,552 |
Total operating lease liability | $ 36,115 | $ 25,198 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Leases - Schedule of Lease Supp
Leases - Schedule of Lease Supplemental Cash Flow Information and Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Operating cash flows from operating leases | $ 14,941 | $ 8,713 | $ 16,733 |
Supplemental lease cash flow disclosure | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 1,423 | $ 54,667 |
Weighted-average remaining lease term - Operating leases (in years) | 3 years 1 month 6 days | 4 years 7 months 6 days | 4 years 10 months 24 days |
Weighted-average discount rate - Operating leases | 9.20% | 9.10% | 9.00% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturity Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 14,491 | |
2023 | 11,927 | |
2024 | 8,517 | |
2025 | 6,658 | |
2026 | 0 | |
Thereafter | 0 | |
Total undiscounted lease payments | 41,593 | |
Less: imputed interest | (5,478) | |
Present value of operating lease liability | $ 36,115 | $ 25,198 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt obligations | $ 562,476 | $ 528,403 | |
Unamortized original issue discount and debt issuance costs | (19,453) | (445) | |
Current portion of New Term Loan | (70,000) | 0 | |
Total long-term debt obligations | 492,476 | 528,403 | |
New Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 542,000 | 0 | |
Term loan, original issue discount | $ (21,000) | ||
New Term Loan | LIBOR + | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 8.50% | 8.50% | |
New Term Loan | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 7.50% | ||
Senior Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 0 | 449,610 | |
Term loan, debt issuance costs | 400 | ||
Senior Term Loan | LIBOR + | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 9.00% | ||
Line of Credit | ABL Facility (Fifth Amendment) | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 39,929 | 0 | |
Line of Credit | ABL Facility (Fifth Amendment) | LIBOR + | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Line of Credit | ABL Facility, Fourth Amendment | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 0 | $ 79,238 | |
Line of Credit | ABL Facility, Fourth Amendment | LIBOR + | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.00% |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | Mar. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Interest expense | $ 48,867,000 | $ 51,537,000 | $ 68,181,000 | ||||
Interest expense, related party | 17,507,000 | 17,002,000 | $ 24,770,000 | ||||
Interest payable, current | $ 3,400,000 | $ 8,500,000 | 3,400,000 | 8,500,000 | |||
Repayments of financing obligations | $ 10,200,000 | ||||||
Financing obligation, right-of-use asset, writeoff | 48,100,000 | ||||||
Financing obligation, writeoff | 55,200,000 | ||||||
Loss on termination of leaseback obligation | 3,100,000 | ||||||
New Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
ABL Facility (Fifth Amendment) | $ 700,000,000 | ||||||
Debt instrument, mandatory quarterly amortization payment | 17,500,000 | ||||||
Proceeds from issuance of debt | 674,900,000 | ||||||
Term loan, original issue discount | 21,000,000 | ||||||
Debt issuance costs | $ 4,100,000 | ||||||
Payments of financing costs | 4,200,000 | ||||||
Unamortized debt issuance expense | 2,500,000 | $ 2,500,000 | |||||
Interest expense, related party | $ 17,500,000 | 17,000,000 | |||||
Debt instrument, covenant, leverage ratio to EBITDA, maximum | 3 | 3 | |||||
New Term Loan | General and administrative | |||||||
Debt Instrument [Line Items] | |||||||
Payments of financing costs | $ 1,700,000 | ||||||
New Term Loan | LIBOR + | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 8.50% | 8.50% | |||||
New Term Loan | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 7.50% | ||||||
New Term Loan | Affiliated Entity | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percent ownership | 38.40% | 31.40% | 31.40% | ||||
Senior Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 100,000 | ||||||
Repayment of debt | 449,600,000 | ||||||
Interest expense | 400,000 | ||||||
Unamortized debt issuance expense | $ 100,000 | $ 100,000 | |||||
Term loan, debt issuance costs | 400,000 | 400,000 | |||||
Write off of deferred debt issuance costs | $ 300,000 | ||||||
Senior Term Loan | LIBOR + | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 9.00% | ||||||
Revolving Credit Facility | ABL Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 2,400,000 | ||||||
Maximum revolver amount | 175,000,000 | ||||||
Debt issuance costs, line of credit | $ 900,000 | ||||||
Debt issuance costs, line of credit, balance | 2,700,000 | $ 2,500,000 | $ 2,700,000 | $ 2,500,000 | |||
Current borrowing capacity | 104,000,000 | 104,000,000 | |||||
Debt instrument, covenant, remaining borrowing capacity required, minimum | 14,000,000 | 14,000,000 | |||||
Debt instrument, covenant, remaining borrowing capacity required for U.S excess availability, minimum | $ 10,000,000 | $ 10,000,000 | |||||
Revolving Credit Facility | ABL Facility | Line of Credit | LIBOR + | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.00% | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | ||||||
Revolving Credit Facility | ABL Facility | Line of Credit | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.00% |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Other Financing Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Non-cash residual value of Tucker, Georgia lease | $ 0 | $ 54,676 |
Future maturities associated with the Tucker, Georgia failed sale-leaseback liability | 0 | 862 |
Total leaseback obligations | $ 0 | $ 55,538 |
Pensions - Components of Pensio
Pensions - Components of Pension Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Interest cost | $ 10,469 | $ 13,949 | $ 22,146 |
Expected return on assets | (11,560) | (16,027) | (15,044) |
Settlement (gain)/loss | (374) | 819 | 693 |
Remeasurement (gain)/loss | (13,364) | 43,495 | 45,366 |
Net periodic pension (benefit) cost | $ (14,829) | $ 42,236 | $ 53,161 |
Pensions - Narrative (Details)
Pensions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Settlement (gain)/loss | $ 374 | $ (819) | $ (693) |
Accumulated benefit obligation | 591,967 | $ 636,497 | |
Net actuarial losses | $ (13,700) | ||
Expected return on plan assets, net of administrative expenses | 2.69% | 3.73% | 3.68% |
Savings plan expense | $ 7,700 | $ 3,000 | $ 10,800 |
Pension Plan | Qualified Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expected future employer contribution, next fiscal year | 25,000 | ||
Pension Plan | Nonqualified Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expected future employer contribution, next fiscal year | $ 1,100 | ||
Hedge funds | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets, investment within plan asset category, percentage | 3.00% | 3.00% | |
Weighted Average | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expected return on plan assets, net of administrative expenses | 3.20% | ||
Consolidated Pension Plan Of Dex Media | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expected return on plan assets, net of administrative expenses | 3.00% | ||
Actual return on plan assets | 2.40% | 7.40% | |
YP Pension Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expected return on plan assets, net of administrative expenses | 4.00% | ||
Actual return on plan assets | 5.10% | 11.10% |
Pensions - Schedule of Defined
Pensions - Schedule of Defined Benefit Pension Cost Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Pension benefit obligations discount rate | 2.39% | 3.16% | 4.30% |
Interest cost discount rate | 1.71% | 2.74% | 3.93% |
Expected return on plan assets, net of administrative expenses | 2.69% | 3.73% | 3.68% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Pension benefit obligations discount rate | 2.77% | 2.39% | |
Interest crediting rate | 3.01% | 3.00% |
Pensions - Schedule of Benefit
Pensions - Schedule of Benefit Obligations and Plan Assets Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in Benefit Obligations | |||
Balance as of January 1 | $ 636,497 | $ 643,961 | |
Interest cost | 10,469 | 13,949 | $ 22,146 |
Actuarial (gain) loss, net | (12,565) | 63,164 | |
Benefits paid | (42,434) | (66,746) | |
Annuity purchase | 0 | (17,831) | |
Balance as of December 31 | 591,967 | 636,497 | 643,961 |
Change in Plan Assets | |||
Balance as of January 1 | 444,228 | 449,019 | |
Plan contributions | 36,185 | 44,908 | |
Actual return on plan assets, net of administrative expenses | 12,734 | 34,878 | |
Benefits paid | (42,434) | (66,746) | |
Annuity purchase | 0 | (17,831) | |
Balance as of December 31 | 450,713 | 444,228 | $ 449,019 |
Funded Status as of December 31 (plan assets less benefit obligations) | $ (141,254) | $ (192,269) |
Pensions - Cash Contributions t
Pensions - Cash Contributions to Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan contributions | $ 36,185 | $ 44,908 | |
Qualified Plan | Pension Plan | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan contributions | 35,000 | 43,875 | $ 29,635 |
Nonqualified Plan | Pension Plan | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan contributions | $ 1,176 | $ 1,034 | $ 734 |
Pensions - Schedule of Amounts
Pensions - Schedule of Amounts Associated with Pension Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Benefits [Abstract] | ||
Current liabilities | $ (1,087) | $ (1,442) |
Long-term liabilities | (140,167) | (190,827) |
Total pension liability as of December 31 | $ (141,254) | $ (192,269) |
Pensions - Schedule of Accumula
Pensions - Schedule of Accumulated Pension Obligations greater than Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Benefits [Abstract] | ||
Projected benefit obligations | $ 591,967 | $ 636,497 |
Plan assets | $ 450,713 | $ 444,228 |
Pensions - Schedule of Expected
Pensions - Schedule of Expected Future Pension Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 52,312 |
2023 | 42,725 |
2024 | 40,738 |
2025 | 40,617 |
2026 | 39,854 |
2027 to 2031 | $ 176,245 |
Pensions - Schedule of Fair Val
Pensions - Schedule of Fair Value of Pension Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | $ 450,713 | $ 444,228 | $ 449,019 |
Fair Value, Inputs, Level 1, 2 and 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 328,945 | 312,298 | |
Fair Value, Inputs, Level 1, 2 and 3 | Cash and cash equivalents | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 10,687 | 17,831 | |
Fair Value, Inputs, Level 1, 2 and 3 | Equity funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 92,689 | 88,118 | |
Fair Value, Inputs, Level 1, 2 and 3 | U.S. treasuries and agencies | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 41,535 | 35,797 | |
Fair Value, Inputs, Level 1, 2 and 3 | Corporate bond funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 184,034 | 170,552 | |
Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 287,410 | 276,501 | |
Fair Value, Inputs, Level 1 | Cash and cash equivalents | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 10,687 | 17,831 | |
Fair Value, Inputs, Level 1 | Equity funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 92,689 | 88,118 | |
Fair Value, Inputs, Level 1 | U.S. treasuries and agencies | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 1 | Corporate bond funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 184,034 | 170,552 | |
Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 41,535 | 35,797 | |
Fair Value, Inputs, Level 2 | Cash and cash equivalents | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 2 | Equity funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 2 | U.S. treasuries and agencies | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 41,535 | 35,797 | |
Fair Value, Inputs, Level 2 | Corporate bond funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 3 | Cash and cash equivalents | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 3 | Equity funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 3 | U.S. treasuries and agencies | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Fair Value, Inputs, Level 3 | Corporate bond funds | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | 0 | 0 | |
Hedge funds-investments measured at net asset value (“NAV”) as a practical expedient | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Defined benefit plan, plan assets, amount | $ 121,768 | $ 131,930 |
Pensions - Schedule of Weighted
Pensions - Schedule of Weighted Asset Allocation Percentages of Pension Plan Assets (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted asset allocation percentage | 100.00% | 100.00% |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted asset allocation percentage | 2.40% | 4.00% |
U.S. treasuries and agencies | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted asset allocation percentage | 50.00% | 46.40% |
Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted asset allocation percentage | 20.60% | 19.90% |
Hedge funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted asset allocation percentage | 27.00% | 29.70% |
Stock-Based Compensation and _3
Stock-Based Compensation and Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | May 18, 2021 | Dec. 11, 2020 | Nov. 23, 2020 | Oct. 15, 2020 | Aug. 25, 2020 | Mar. 10, 2020 | Jan. 28, 2020 | Dec. 03, 2019 | Nov. 18, 2019 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock options granted during period (in shares) | 482,000 | 388,892 | 5,556 | 2,549,552 | 0 | 872,003 | ||||||||||
Granted (in dollars per share) | $ 10.35 | $ 13.82 | $ 16.20 | $ 16.20 | $ 0 | $ 11.90 | ||||||||||
Nonvested award, option, cost not yet recognized, amount | $ 8,500 | $ 8,500 | $ 15,500 | |||||||||||||
Proceeds from exercise of stock options | 7,047 | 11,241 | $ 439 | |||||||||||||
Exercise of option, tax benefit | 1,900 | 1,700 | 400 | |||||||||||||
Stock-based compensation expense (benefit) | $ 8,094 | $ (2,895) | 14,119 | |||||||||||||
Stock issued under employee stock purchase plan (in shares) | 73,627 | 149,865 | 223,492 | |||||||||||||
Warrants outstanding (in shares) | 9,432,064 | 9,432,064 | 10,459,141 | |||||||||||||
Number of shares of common stock to be issued for upon exercise of warrants (in shares) | 5,240,035 | 5,240,035 | 5,810,634 | |||||||||||||
Warrant, exercise price (in usd per share) | $ 24.39 | $ 24.39 | $ 24.39 | |||||||||||||
Number of warrants exercised during period (in shares) | 1,027,777 | 0 | ||||||||||||||
Proceeds from exercise of stock warrants | $ 13,920 | $ 0 | 0 | |||||||||||||
Number of shares issued (in shares) | 68,857 | |||||||||||||||
Price per share (in usd per share) | $ 10.17 | |||||||||||||||
Total value raised, net of expenses | $ 400 | |||||||||||||||
Reissued treasury stock | $ (800) | |||||||||||||||
Purchase of treasury stock (in shares) | 833,333 | 1,049,956 | 785,250 | |||||||||||||
Purchase of treasury stock | $ 9,200 | $ 12,600 | $ 8,800 | $ 30,626 | 437,962 | |||||||||||
Stock Options | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Award vesting period | 3 years | |||||||||||||||
Award expiration period | 10 years | |||||||||||||||
Number of shares affected (in shares) | 2,377,886 | |||||||||||||||
Plan modification, original exercise price (dollars per share) | $ 16.20 | |||||||||||||||
Plan modification, repriced exercise price (dollars per share) | $ 13.82 | |||||||||||||||
Nonvested award, cost not yet recognized, period for recognition | 1 year 7 months 6 days | 2 years 6 months | ||||||||||||||
Plan modification, incremental cost | $ 1,500 | |||||||||||||||
Stock-based compensation expense (benefit) | $ 6,400 | $ (2,900) | $ 14,100 | |||||||||||||
Stock Options | Minimum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Award vesting period | 3 years | |||||||||||||||
Stock Options | Maximum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Award vesting period | 4 years | |||||||||||||||
Employee Stock | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock available for purchase under ESPP (in shares) | 2,000,000 | 2,000,000 | ||||||||||||||
Stock-based compensation expense (benefit) | $ 1,700 | |||||||||||||||
Purchase price, after discount | 85.00% | |||||||||||||||
2020 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Common stock, reserved for future issuance (in shares) | 1,000,000 | |||||||||||||||
Number of shares available for grant (in shares) | 3,981,490 | |||||||||||||||
Number of additional shares authorized (in shares) | 2,981,490 | |||||||||||||||
Annual increase in number of shares | 5.00% | |||||||||||||||
2016 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock available for purchase under ESPP (in shares) | 6,166,667 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price of stock options granted (in usd per share) | $ 6.97 | $ 10.24 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Volatility | 52.06% | 39.37% |
Risk-free interest rate | 0.30% | 1.68% |
Expected life (in years) | 4 years 9 months 25 days | 4 years 5 months 19 days |
Stock-Based Compensation - Outs
Stock-Based Compensation - Outstanding Stock-based Compensation Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 11, 2020 | Oct. 15, 2020 | Dec. 03, 2019 | Nov. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of Stock Option Awards | |||||||
Beginning balance outstanding stock options (in shares) | 4,278,160 | 5,875,829 | |||||
Stock options granted during period (in shares) | 482,000 | 388,892 | 5,556 | 2,549,552 | 0 | 872,003 | |
Exercises (net cash settled) (in shares) | 0 | (130,017) | |||||
Exercises (issuance of shares) | (446,344) | (2,143,317) | |||||
Forfeitures/expirations (in shares) | (98,002) | (196,338) | |||||
Ending balance outstanding stock options (in shares) | 3,733,814 | 4,278,160 | 5,875,829 | ||||
Options exercisable (in shares) | 1,293,492 | 992,061 | |||||
Weighted- Average Exercise Price | |||||||
Beginning balance (in dollars per share) | $ 11.20 | $ 9.29 | |||||
Granted (in dollars per share) | $ 10.35 | $ 13.82 | $ 16.20 | $ 16.20 | 0 | 11.90 | |
Exercises (in dollars per share) | 0 | 3.68 | |||||
Exercises (issuance of shares) | 7.69 | 3.69 | |||||
Forfeitures/expirations (in dollars per share) | 13.01 | 13.22 | |||||
Ending balance (in dollars per share) | 11.59 | 11.20 | $ 9.29 | ||||
Options exercisable (in dollars per share) | $ 8.61 | $ 4.28 | |||||
Weighted- Average Remaining Contractual Term (years) | |||||||
Outstanding | 7 years 6 months 7 days | 8 years 4 months 9 days | 8 years 1 month 24 days | ||||
Granted | 9 years 10 months 13 days | ||||||
Exercises (net cash settled) | 5 years 8 months 26 days | ||||||
Exercises (issuance of shares) | 5 years 10 months 28 days | 5 years 9 months 7 days | |||||
Forfeitures/expirations | 8 years 6 months 7 days | 8 years 7 months 20 days | |||||
Options exercisable | 6 years 9 months 10 days | 5 years 9 months 21 days | |||||
Aggregate Intrinsic Value (in thousands) | |||||||
Outstanding stock option awards at January 1 | $ 9,855 | $ 42,434 | |||||
Granted | 0 | 1,393 | |||||
Exercises (net cash settled) | 0 | 896 | |||||
Exercises (issuance of shares) | 8,459 | 15,511 | |||||
Forfeitures/expirations | 2,078 | (146) | |||||
Outstanding stock option awards at period end | 110,298 | 9,855 | $ 42,434 | ||||
Options exercisable as of December 31 | $ 42,060 | $ 9,151 |
Stock-Based Compensation and _4
Stock-Based Compensation and Stockholders' Equity - Schedule of Compensation Expense Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense (benefit) | $ 8,094 | $ (2,895) | $ 14,119 |
Cost of services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense (benefit) | 380 | (72) | 381 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense (benefit) | 3,490 | 266 | 1,649 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense (benefit) | $ 4,224 | $ (3,089) | $ 12,089 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic net income per share: | |||
Net income | $ 101,577 | $ 149,221 | $ 35,504 |
Weighted-average common shares outstanding during period (in shares) | 33,607,446 | 31,522,845 | 40,845,128 |
Basic net income per share (in USD per share) | $ 3.02 | $ 4.73 | $ 0.87 |
Diluted net income per share: | |||
Net income | $ 101,577 | $ 149,221 | $ 35,504 |
Weighted-average common shares outstanding during period (in shares) | 33,607,446 | 31,522,845 | 40,845,128 |
Plus: Common stock equivalents associated with liability-based stock option awards (in shares) | 2,888,300 | 2,272,749 | 2,620,870 |
Diluted shares outstanding (in shares) | 36,495,746 | 33,795,594 | 43,465,998 |
Diluted net (loss) income per share (in USD per share) | $ 2.78 | $ 4.42 | $ 0.82 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 97,223 | 2,848,000 | 2,596,000 |
Employee Stock | |||
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) | 15,151 | ||
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Amount of antidilutive securities not included in calculation of earnings per share (in shares) | 2,614,664 | 10,459,111 | 10,459,111 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax (expense): | |||
Federal | $ (31,690) | $ (30,277) | $ (37,319) |
State and local | (5,852) | (7,213) | (5,861) |
Foreign | (14,494) | 0 | 0 |
Total current tax (expense) | (52,036) | (37,490) | (43,180) |
Deferred tax (expense) benefit: | |||
Federal | (4,378) | 101,613 | 32,327 |
State and local | 2,560 | 43,860 | (7,209) |
Foreign | 21,117 | 0 | 0 |
Deferred income taxes | 19,299 | 145,473 | 25,118 |
Total income tax (expense) benefit | $ (32,737) | $ 107,983 | $ (18,062) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal tax rate | 21.00% | 21.00% | 21.00% |
Foreign rate differential | (3.60%) | 0.00% | 0.00% |
Impact of non-US taxing jurisdictions, net | 0.80% | 0.00% | 0.00% |
State and local taxes, net of federal tax benefit | 4.30% | 7.40% | 2.70% |
Change in value of indemnification asset | 0.00% | 2.80% | 1.60% |
Non-deductible executive compensation | 1.00% | 3.50% | 0.00% |
Stock compensation | (0.50%) | 4.40% | 0.00% |
Non-deductible transaction costs | 4.20% | 4.90% | 0.80% |
Change in federal and state valuation allowance | (2.30%) | (256.00%) | 1.90% |
Change in unrecognized tax benefits (including FBOS) | (1.40%) | (48.70%) | 5.30% |
Other, net | 0.90% | (1.20%) | 0.40% |
Effective tax rate | 24.40% | (261.90%) | 33.70% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||||
Deferred tax assets, operating loss carryforwards | $ 21,300 | |||
Net change in valuation allowance | (2,969) | $ (102,014) | ||
Increase (decrease) in unrecognized tax benefits | 2,900 | 24,600 | $ 200 | |
Unrecognized tax benefits | 20,834 | 23,703 | 48,305 | $ 48,469 |
Income tax penalties and interest expense | 1,200 | (2,300) | 3,700 | |
Unrecognized tax benefits, interest on income taxes accrued | 9,600 | $ 8,400 | $ 10,700 | |
Decrease in unrecognized tax benefits is reasonably possible | 20,700 | |||
Management Reassessment | ||||
Income Tax Contingency [Line Items] | ||||
Net change in valuation allowance | $ 3,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Allowance for doubtful accounts | $ 5,099 | $ 9,979 |
Deferred and other compensation | 13,956 | 10,636 |
Capital investments | 3,795 | 3,790 |
Debt, capitalized fees, and other interest | 329 | 2,291 |
Pension and other post-employment benefits | 37,569 | 51,231 |
Operating lease liability | 9,726 | 7,539 |
Reserve for facility exit costs | 5,070 | 7,053 |
Net operating loss and credit carryforwards | 26,522 | 28,611 |
Fixed assets and capitalized software | 0 | 420 |
Non-compete and other agreements | 40,335 | 46,213 |
Goodwill and other intangible assets | 0 | 8,335 |
Other, net | 6,435 | 8,566 |
Total deferred tax assets | 148,836 | 184,664 |
Net deferred tax assets | 127,498 | 160,357 |
Deferred tax liabilities | ||
Deferred revenue | (21,033) | (46,501) |
Goodwill and other intangible assets | (6,764) | 0 |
Deferred costs | (2,254) | (3,003) |
Investment in subsidiaries | (4,828) | (5,466) |
Operating lease right-of-use assets | (7,572) | (9,362) |
Fixed assets and capitalized software | (2,466) | 0 |
Other, net | (2,814) | (3,434) |
Total deferred tax (liabilities) | (47,731) | (67,766) |
Net deferred tax asset | $ 79,767 | $ 92,591 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset Valuation Allowance Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Tax Asset, Valuation Allowance [Roll Forward] | |||
Balance at beginning of period | $ 21,338 | $ 24,307 | $ 126,321 |
Net change in valuation allowance | (2,969) | (102,014) | |
Balance at end of period | $ 21,338 | $ 24,307 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 23,703 | $ 48,305 | $ 48,469 |
Gross reductions for tax positions related to prior years | 0 | (22,186) | 0 |
Gross reductions for tax positions related to the lapse of applicable statute of limitations | (2,869) | (2,416) | (164) |
Balance at end of period | $ 20,834 | $ 23,703 | $ 48,305 |
Income Taxes - Components of Pr
Income Taxes - Components of Pre-Tax Book Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 168,965 | $ 41,238 | $ 53,566 |
Foreign | (34,651) | 0 | 0 |
Income before income tax (expense) benefit | $ 134,314 | $ 41,238 | $ 53,566 |
Contingent Liabilities (Details
Contingent Liabilities (Details) - USD ($) $ in Millions | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
YP Acquisition | |||
Loss Contingencies [Line Items] | |||
Amount to be paid before allowance of tax credit | $ 8 | ||
Value of escrowed stock | 24.3 | $ 24.3 | |
IRS | Section 199 Tax Case | |||
Loss Contingencies [Line Items] | |||
Reserve in connection with disallowance | 31.9 | ||
Amount to be paid before allowance of tax credit | 8 | ||
IRS | Research and Development Tax Case | |||
Loss Contingencies [Line Items] | |||
Reserve in connection with disallowance | 0.1 | $ 0.2 | |
Texas Comptroller | |||
Loss Contingencies [Line Items] | |||
Tax adjustments | $ 0.1 | ||
Decrease from settlement with taxing authorities | 2.6 | ||
New York State Division of Taxation and Finance | |||
Loss Contingencies [Line Items] | |||
Sales and excise tax payable | 3.1 | ||
Ohio Department of Taxation Audit Division | |||
Loss Contingencies [Line Items] | |||
Sales and excise tax payable | $ 1.2 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 196,775 |
Ending balance | 314,715 |
Foreign currency translation adjustment, tax | 2,700 |
Accumulated Foreign Currency Translation Adjustments | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | 0 |
Foreign currency translation adjustment, net of tax expense of $2.7 million | (8,047) |
Ending balance | $ (8,047) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Segment O
Segment Information - Segment Operating Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,113,382 | $ 1,109,435 | $ 1,421,374 |
Segment Adjusted EBITDA | 350,523 | 371,839 | 481,099 |
Marketing Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 797,493 | 979,611 | 1,292,795 |
Segment Adjusted EBITDA | 318,230 | 358,804 | 468,934 |
SaaS | |||
Segment Reporting Information [Line Items] | |||
Revenue | 170,498 | 129,824 | 128,579 |
Segment Adjusted EBITDA | (14,004) | 13,035 | 12,165 |
Thryv International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 145,391 | 0 | 0 |
Segment Adjusted EBITDA | $ 46,297 | $ 0 | $ 0 |
Segment Information - Segment R
Segment Information - Segment Reconciliation of Operating Income to Net Income (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Income before income tax (expense) benefit | $ 134,314,000 | $ 41,238,000 | $ 53,566,000 |
Impact of ASC 842 | 350,523,000 | 371,839,000 | 481,099,000 |
Interest expense | 66,374,000 | 68,539,000 | 92,951,000 |
Depreciation and amortization | 105,473,000 | 146,523,000 | 206,270,000 |
Other components of net periodic pension (benefit) cost | (14,829,000) | 42,236,000 | 53,161,000 |
Impairment charges | 3,611,000 | 24,911,000 | 5,670,000 |
Restructuring and integration expenses | 18,145,000 | 28,459,000 | 40,290,000 |
Transaction costs | 25,059,000 | 20,999,000 | 6,081,000 |
Stock-based compensation expense (benefit) | 8,094,000 | (2,895,000) | 14,119,000 |
(Gain) loss from remeasurement of indemnification asset | (1,000) | 5,443,000 | 4,093,000 |
Other | 4,283,000 | (3,614,000) | 5,432,000 |
Segment Adjusted EBITDA | 350,523,000 | 371,839,000 | 481,099,000 |
Severance costs | 4,684,000 | 11,685,000 | |
Accounting Standards Update 2016-02 | |||
Segment Reporting Information [Line Items] | |||
Impact of ASC 842 | 0 | 0 | (534,000) |
Segment Adjusted EBITDA | 0 | 0 | $ (534,000) |
COVID-19 Related | |||
Segment Reporting Information [Line Items] | |||
Severance costs | $ 0 | $ 5,000,000 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 1,113,382 | $ 1,109,435 | $ 1,421,374 |
Marketing Services | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 797,493 | 979,611 | 1,292,795 |
Marketing Services | PYP | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 365,966 | 443,315 | 605,952 |
Marketing Services | IYP | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 239,531 | 280,750 | 339,416 |
Marketing Services | SEM | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 129,606 | 167,770 | 232,345 |
Marketing Services | Other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 62,390 | 87,776 | 115,082 |
SaaS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 170,498 | 129,824 | 128,579 |
SaaS | Thryv Platform | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 107,318 | 100,548 | 104,327 |
SaaS | Thryv Add-ons | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 63,180 | 29,276 | 24,252 |
Thryv International | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 145,391 | 0 | 0 |
Thryv International | PYP | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 46,859 | 0 | 0 |
Thryv International | IYP | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 55,198 | 0 | 0 |
Thryv International | SEM | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 18,966 | 0 | 0 |
Thryv International | Other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 23,814 | 0 | 0 |
Thryv International | Thryv Platform and Thryv Add-Ons | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 554 | $ 0 | $ 0 |
Segment Information - Long Live
Segment Information - Long Lived Assets by Region (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 175,394 | $ 204,045 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 149,878 | 204,045 |
Australia | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 25,516 | $ 0 |
Outside the United States | Geographic Concentration Risk | Long-Lived Assets | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 15.00% | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jan. 21, 2022USD ($) |
Subsequent Event | Vivial Media Holdings, Inc. | |
Subsequent Event [Line Items] | |
Consideration transferred to acquire business | $ 21 |
Uncategorized Items - thry-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |