10-Q 1 thry-20220930.htm 10-Q thry-20220930
000155673912-312022Q3FALSE00015567392022-01-012022-09-3000015567392022-11-01xbrli:shares00015567392022-07-012022-09-30iso4217:USD00015567392021-07-012021-09-3000015567392021-01-012021-09-30iso4217:USDxbrli:shares00015567392022-09-3000015567392021-12-310001556739us-gaap:CommonStockMember2022-06-300001556739us-gaap:AdditionalPaidInCapitalMember2022-06-300001556739us-gaap:TreasuryStockCommonMember2022-06-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300001556739us-gaap:RetainedEarningsMember2022-06-3000015567392022-06-300001556739us-gaap:CommonStockMember2022-07-012022-09-300001556739us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-06-300001556739us-gaap:RetainedEarningsMember2022-07-012022-09-300001556739us-gaap:CommonStockMember2022-09-300001556739us-gaap:AdditionalPaidInCapitalMember2022-09-300001556739us-gaap:TreasuryStockCommonMember2022-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300001556739us-gaap:RetainedEarningsMember2022-09-300001556739us-gaap:CommonStockMember2021-06-300001556739us-gaap:AdditionalPaidInCapitalMember2021-06-300001556739us-gaap:TreasuryStockCommonMember2021-06-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300001556739us-gaap:RetainedEarningsMember2021-06-3000015567392021-06-300001556739us-gaap:CommonStockMember2021-07-012021-09-300001556739us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-06-300001556739us-gaap:RetainedEarningsMember2021-07-012021-09-300001556739us-gaap:CommonStockMember2021-09-300001556739us-gaap:AdditionalPaidInCapitalMember2021-09-300001556739us-gaap:TreasuryStockCommonMember2021-09-300001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-300001556739us-gaap:RetainedEarningsMember2021-09-3000015567392021-09-300001556739us-gaap:CommonStockMember2021-12-310001556739us-gaap:AdditionalPaidInCapitalMember2021-12-310001556739us-gaap:TreasuryStockCommonMember2021-12-310001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001556739us-gaap:RetainedEarningsMember2021-12-310001556739us-gaap:CommonStockMember2022-01-012022-09-300001556739us-gaap:AdditionalPaidInCapitalMember2022-01-012022-09-300001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-12-310001556739us-gaap:RetainedEarningsMember2022-01-012022-09-300001556739us-gaap:CommonStockMember2020-12-310001556739us-gaap:AdditionalPaidInCapitalMember2020-12-310001556739us-gaap:TreasuryStockCommonMember2020-12-310001556739us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001556739us-gaap:RetainedEarningsMember2020-12-3100015567392020-12-310001556739us-gaap:CommonStockMember2021-01-012021-09-300001556739us-gaap:AdditionalPaidInCapitalMember2021-01-012021-09-300001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001556739srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001556739us-gaap:RetainedEarningsMember2021-01-012021-09-300001556739thry:NewTermLoanMember2022-01-012022-09-300001556739thry:NewTermLoanMember2021-01-012021-09-300001556739thry:SeniorTermLoanMember2022-01-012022-09-300001556739thry:SeniorTermLoanMember2021-01-012021-09-30thry:segment0001556739thry:VivialMember2022-01-212022-01-210001556739thry:VivialMember2022-01-210001556739thry:VivialMember2022-01-212022-09-300001556739thry:VivialMember2022-01-012022-09-300001556739thry:ThryvAustraliaMember2021-03-012021-03-010001556739thry:ThryvAustraliaMember2021-03-010001556739thry:NewTermLoanMemberthry:ThryvAustraliaMember2021-03-010001556739us-gaap:CustomerRelationshipsMemberthry:ThryvAustraliaMember2021-03-012021-03-010001556739us-gaap:CustomerRelationshipsMemberthry:ThryvAustraliaMember2021-03-010001556739thry:ThryvAustraliaMemberus-gaap:TrademarksMember2021-03-012021-03-010001556739thry:ThryvAustraliaMemberus-gaap:TrademarksMember2021-03-010001556739thry:ThryvAustraliaMember2021-07-012021-09-300001556739thry:ThryvAustraliaMember2021-01-012021-09-300001556739thry:YPHoldingsIncMember2017-06-300001556739thry:YPHoldingsIncMember2022-09-300001556739thry:IndemnificationAssetMemberus-gaap:FairValueInputsLevel1Member2022-09-300001556739thry:IndemnificationAssetMemberus-gaap:FairValueInputsLevel1Member2021-12-310001556739thry:IndemnificationAssetMemberus-gaap:FairValueInputsLevel1Member2022-07-012022-09-300001556739thry:IndemnificationAssetMemberus-gaap:FairValueInputsLevel1Member2022-01-012022-09-300001556739thry:NewTermLoanMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2022-09-300001556739thry:NewTermLoanMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-09-300001556739thry:NewTermLoanMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310001556739thry:NewTermLoanMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001556739thry:MarketingServicesSegmentUSMember2020-12-310001556739thry:SoftwareAsAServiceSegmentUSMember2020-12-310001556739thry:ThryvInternationalMember2020-12-310001556739thry:MarketingServicesSegmentUSMember2021-01-012021-12-310001556739thry:SoftwareAsAServiceSegmentUSMember2021-01-012021-12-310001556739thry:ThryvInternationalMember2021-01-012021-12-3100015567392021-01-012021-12-310001556739thry:MarketingServicesSegmentUSMember2021-12-310001556739thry:SoftwareAsAServiceSegmentUSMember2021-12-310001556739thry:ThryvInternationalMember2021-12-310001556739thry:MarketingServicesSegmentUSMember2022-01-012022-09-300001556739thry:SoftwareAsAServiceSegmentUSMember2022-01-012022-09-300001556739thry:ThryvInternationalMember2022-01-012022-09-300001556739thry:MarketingServicesSegmentUSMember2022-09-300001556739thry:SoftwareAsAServiceSegmentUSMember2022-09-300001556739thry:ThryvInternationalMember2022-09-300001556739us-gaap:CustomerRelationshipsMember2022-09-300001556739us-gaap:CustomerRelationshipsMember2022-01-012022-09-300001556739us-gaap:MarketingRelatedIntangibleAssetsMember2022-09-300001556739us-gaap:MarketingRelatedIntangibleAssetsMember2022-01-012022-09-300001556739us-gaap:PatentedTechnologyMember2022-09-300001556739us-gaap:PatentedTechnologyMember2022-01-012022-09-300001556739us-gaap:NoncompeteAgreementsMember2022-09-300001556739us-gaap:NoncompeteAgreementsMember2022-01-012022-09-300001556739us-gaap:CustomerRelationshipsMember2021-12-310001556739us-gaap:CustomerRelationshipsMember2021-01-012021-12-310001556739us-gaap:MarketingRelatedIntangibleAssetsMember2021-12-310001556739us-gaap:MarketingRelatedIntangibleAssetsMember2021-01-012021-12-310001556739us-gaap:PatentedTechnologyMember2021-12-310001556739us-gaap:PatentedTechnologyMember2021-01-012021-12-310001556739us-gaap:NoncompeteAgreementsMember2021-12-310001556739us-gaap:NoncompeteAgreementsMember2021-01-012021-12-310001556739thry:NewTermLoanMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-09-30xbrli:pure0001556739thry:NewTermLoanMember2022-09-300001556739thry:NewTermLoanMember2021-12-310001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2022-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2021-12-310001556739thry:NewTermLoanMember2021-03-010001556739thry:NewTermLoanMembersrt:AffiliatedEntityMember2021-03-010001556739thry:NewTermLoanMembersrt:AffiliatedEntityMember2022-09-300001556739thry:NewTermLoanMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-03-012021-03-010001556739thry:NewTermLoanMemberus-gaap:BaseRateMember2021-03-012021-03-010001556739thry:NewTermLoanMember2021-03-012021-03-010001556739thry:SeniorTermLoanMember2021-03-012021-03-010001556739thry:SeniorTermLoanMember2021-03-010001556739thry:NewTermLoanMemberus-gaap:GeneralAndAdministrativeExpenseMember2021-03-012021-03-010001556739thry:NewTermLoanMember2022-07-012022-09-300001556739thry:NewTermLoanMember2021-07-012021-09-300001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMember2021-03-010001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-03-012021-03-010001556739us-gaap:RevolvingCreditFacilityMemberthry:ABLFacilityMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2021-03-012021-03-010001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:QualifiedPlanMember2022-07-012022-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:QualifiedPlanMember2022-01-012022-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:NonqualifiedPlanMember2022-07-012022-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:NonqualifiedPlanMember2022-01-012022-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:QualifiedPlanMember2021-07-012021-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:QualifiedPlanMember2021-01-012021-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:NonqualifiedPlanMember2021-07-012021-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:NonqualifiedPlanMember2021-01-012021-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:QualifiedPlanMember2022-09-300001556739us-gaap:PensionPlansDefinedBenefitMemberus-gaap:NonqualifiedPlanMember2022-09-300001556739us-gaap:CostOfSalesMember2022-07-012022-09-300001556739us-gaap:CostOfSalesMember2021-07-012021-09-300001556739us-gaap:CostOfSalesMember2022-01-012022-09-300001556739us-gaap:CostOfSalesMember2021-01-012021-09-300001556739us-gaap:SellingAndMarketingExpenseMember2022-07-012022-09-300001556739us-gaap:SellingAndMarketingExpenseMember2021-07-012021-09-300001556739us-gaap:SellingAndMarketingExpenseMember2022-01-012022-09-300001556739us-gaap:SellingAndMarketingExpenseMember2021-01-012021-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2022-07-012022-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2021-07-012021-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-09-300001556739us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-09-300001556739us-gaap:EmployeeStockOptionMember2022-07-012022-09-300001556739us-gaap:EmployeeStockOptionMember2021-07-012021-09-300001556739us-gaap:EmployeeStockOptionMember2022-01-012022-09-300001556739us-gaap:EmployeeStockOptionMember2021-01-012021-09-300001556739us-gaap:EmployeeStockMember2022-07-012022-09-300001556739us-gaap:EmployeeStockMember2021-07-012021-09-300001556739us-gaap:EmployeeStockMember2022-01-012022-09-300001556739us-gaap:EmployeeStockMember2021-01-012021-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2022-07-012022-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2021-07-012021-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2022-07-012022-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2021-07-012021-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2022-01-012022-09-300001556739us-gaap:PhantomShareUnitsPSUsMember2021-01-012021-09-300001556739srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300001556739srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2022-07-012022-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2022-09-300001556739us-gaap:PerformanceSharesMember2022-07-012022-09-300001556739us-gaap:PerformanceSharesMember2022-09-300001556739us-gaap:PerformanceSharesMember2022-01-012022-09-300001556739srt:MinimumMember2022-01-012022-09-300001556739srt:MaximumMember2022-01-012022-09-300001556739srt:MinimumMember2021-01-012021-09-300001556739srt:MaximumMember2021-01-012021-09-300001556739us-gaap:EmployeeStockMember2022-07-012022-09-300001556739us-gaap:PerformanceSharesMember2022-07-012022-09-300001556739us-gaap:WarrantMember2022-07-012022-09-300001556739us-gaap:EmployeeStockMember2022-01-012022-09-300001556739us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300001556739us-gaap:PerformanceSharesMember2022-01-012022-09-300001556739us-gaap:WarrantMember2022-01-012022-09-300001556739us-gaap:EmployeeStockOptionMember2021-01-012021-09-300001556739us-gaap:EmployeeStockMember2021-01-012021-09-300001556739us-gaap:WarrantMember2021-01-012021-09-3000015567392018-12-31thry:petitionthry:case0001556739us-gaap:InternalRevenueServiceIRSMemberthry:Section199TaxCaseMember2022-09-300001556739us-gaap:InternalRevenueServiceIRSMemberthry:Section199TaxCaseMember2021-12-310001556739us-gaap:InternalRevenueServiceIRSMemberthry:ResearchAndDevelopmentTaxCaseMember2022-09-300001556739us-gaap:InternalRevenueServiceIRSMemberthry:ResearchAndDevelopmentTaxCaseMember2021-12-310001556739thry:YPHoldingsIncMember2021-12-310001556739us-gaap:NewYorkStateDivisionOfTaxationAndFinanceMember2022-09-300001556739us-gaap:NewYorkStateDivisionOfTaxationAndFinanceMember2022-06-300001556739thry:OhioDepartmentOfTaxationAuditDivisionMember2022-09-300001556739us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310001556739us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001556739us-gaap:AccumulatedTranslationAdjustmentMember2022-01-012022-09-300001556739us-gaap:AccumulatedTranslationAdjustmentMember2021-01-012021-09-300001556739us-gaap:AccumulatedTranslationAdjustmentMember2022-09-300001556739us-gaap:AccumulatedTranslationAdjustmentMember2021-09-300001556739thry:MarketingServicesSegmentUSMember2022-07-012022-09-300001556739thry:SoftwareAsAServiceSegmentUSMember2022-07-012022-09-300001556739thry:InternationalMarketingServicesMember2022-07-012022-09-300001556739thry:InternationalSaaSMember2022-07-012022-09-300001556739thry:MarketingServicesSegmentUSMember2021-07-012021-09-300001556739thry:SoftwareAsAServiceSegmentUSMember2021-07-012021-09-300001556739thry:InternationalMarketingServicesMember2021-07-012021-09-300001556739thry:InternationalSaaSMember2021-07-012021-09-300001556739thry:InternationalMarketingServicesMember2022-01-012022-09-300001556739thry:InternationalSaaSMember2022-01-012022-09-300001556739thry:MarketingServicesSegmentUSMember2021-01-012021-09-300001556739thry:SoftwareAsAServiceSegmentUSMember2021-01-012021-09-300001556739thry:InternationalMarketingServicesMember2021-01-012021-09-300001556739thry:InternationalSaaSMember2021-01-012021-09-300001556739thry:PrintMemberthry:MarketingServicesSegmentUSMember2022-07-012022-09-300001556739thry:PrintMemberthry:MarketingServicesSegmentUSMember2021-07-012021-09-300001556739thry:PrintMemberthry:MarketingServicesSegmentUSMember2022-01-012022-09-300001556739thry:PrintMemberthry:MarketingServicesSegmentUSMember2021-01-012021-09-300001556739thry:DigitalMemberthry:MarketingServicesSegmentUSMember2022-07-012022-09-300001556739thry:DigitalMemberthry:MarketingServicesSegmentUSMember2021-07-012021-09-300001556739thry:DigitalMemberthry:MarketingServicesSegmentUSMember2022-01-012022-09-300001556739thry:DigitalMemberthry:MarketingServicesSegmentUSMember2021-01-012021-09-300001556739thry:ThryvUSMember2022-07-012022-09-300001556739thry:ThryvUSMember2021-07-012021-09-300001556739thry:ThryvUSMember2022-01-012022-09-300001556739thry:ThryvUSMember2021-01-012021-09-300001556739thry:PrintMemberthry:InternationalMarketingServicesMember2022-07-012022-09-300001556739thry:PrintMemberthry:InternationalMarketingServicesMember2021-07-012021-09-300001556739thry:PrintMemberthry:InternationalMarketingServicesMember2022-01-012022-09-300001556739thry:PrintMemberthry:InternationalMarketingServicesMember2021-01-012021-09-300001556739thry:DigitalMemberthry:InternationalMarketingServicesMember2022-07-012022-09-300001556739thry:DigitalMemberthry:InternationalMarketingServicesMember2021-07-012021-09-300001556739thry:DigitalMemberthry:InternationalMarketingServicesMember2022-01-012022-09-300001556739thry:DigitalMemberthry:InternationalMarketingServicesMember2021-01-012021-09-300001556739thry:ThryvInternationalMember2022-07-012022-09-300001556739thry:ThryvInternationalMember2021-07-012021-09-300001556739thry:ThryvInternationalMember2022-01-012022-09-300001556739thry:ThryvInternationalMember2021-01-012021-09-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022
OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File Number: 001-35895

THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)     
Delaware13-2740040
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, TX
75261
(Address of principal executive offices)(Zip Code)
(972)453-7000
     (Registrant’s telephone number, including area code)    

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareTHRY
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes No x

As of November 1, 2022, there were 34,475,189 shares of the registrant's common stock outstanding.




THRYV HOLDINGS, INC.
TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements, that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995 and include, without limitation, statements concerning the conditions of our industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements include all statements that do not relate solely to historical or current facts and generally can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “could,” “estimates,” “expects,” “likely,” “may,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Accordingly, we caution you against relying on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following:

significant competition for our Marketing Services solutions and SaaS offerings, including from companies that use components of our SaaS offerings provided by third parties;
our ability to maintain profitability;
our ability to manage our growth effectively;
our ability to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;
the effect of the coronavirus commonly referred to as COVID-19 (“COVID-19”) on our business, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;
our ability to maintain our strategic relationships with third-party service providers;
internet search engines and portals potentially terminating or materially altering their agreements with us;
our ability to keep pace with rapid technological changes and evolving industry standards;
our small to medium-sized businesses (“SMBs”) clients potentially opting not to renew their agreements with us or renewing at lower spend;
potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;
our potential failure to identify suitable acquisition candidates and consummate such acquisitions;
our ability to successfully integrate acquired businesses into our operations or recognize the benefits of acquisitions, including the failure of an acquired business to achieve its plans and objectives;
the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees;
our ability to maintain the compatibility of our Thryv platform with third-party applications;
our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets;
our potential failure to provide new or enhanced functionality and features;
our potential failure to comply with applicable privacy, security and data laws, regulations and standards;
potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;
our potential failure to meet service level commitments under our client contracts;
our potential failure to offer high-quality or technical support services;
our Thryv platform and add-ons potentially failing to perform properly;
the potential impact of future labor negotiations;
our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how;
rising inflation and our ability to control costs, including operating expenses;
general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally;
volatility and weakness in bank and capital markets; and
costs, obligations and liabilities incurred as a result of and in connection with being a public company.
1


For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 as well as our subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements contained in this report, which speak only as of the date of this report. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements publicly after the date they are made, whether as a result of new information, future events, or otherwise.
In this Quarterly Report on Form 10-Q, the terms “our Company,” “we,” “us,” “our,” “Company” and “Thryv” refer to Thryv Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.


2


Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
(unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
(in thousands, except share and per share data)2022202120222021
Revenue$280,650 $297,290 $923,020 $868,943 
Cost of services 105,011 104,167 321,543 314,934 
Gross profit175,639 193,123 601,477 554,009 
Operating expenses:
Sales and marketing89,891 94,343 275,659 258,277 
General and administrative54,670 32,983 159,514 107,362 
Impairment charges  222 3,611 
Total operating expenses144,561 127,326 435,395 369,250 
Operating income31,078 65,797 166,082 184,759 
Other income (expense):
Interest expense(13,720)(12,050)(40,584)(38,159)
Interest expense, related party(850)(4,496)(3,505)(13,229)
Other components of net periodic pension (cost) benefit(3,928)273 5,295 998 
Other income (expense)6,941 (98)15,567 (4,157)
Income before income tax expense19,521 49,426 142,855 130,212 
Income tax expense(6,241)(13,802)(38,062)(33,723)
Net income$13,280 $35,624 $104,793 $96,489 
Other comprehensive income (loss):
Foreign currency translation adjustment(7,920)(4,100)(12,611)(8,545)
Comprehensive income$5,360 $31,524 $92,182 $87,944 
Net income per common share:
Basic$0.39 $1.05 $3.06 $2.87 
Diluted$0.37 $0.95 $2.86 $2.67 
Weighted-average shares used in computing basic and diluted net income per common share:
Basic34,269,274 34,013,897 34,289,333 33,585,488 
Diluted35,811,473 37,620,116 36,698,395 36,110,702 
The accompanying notes are an integral part of the consolidated financial statements.





3


Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets

(in thousands, except share data)September 30, 2022December 31, 2021
Assets(unaudited)
Current assets
Cash and cash equivalents$14,312 $11,262 
Accounts receivable, net of allowance of $13,142 in 2022 and $17,387 in 2021
290,103 279,053 
Contract assets, net of allowance of $42 in 2022 and $88 in 2021
3,121 5,259 
Taxes receivable12,860 14,711 
Prepaid expenses28,253 22,418 
Indemnification asset25,818 24,346 
Other current assets12,626 13,596 
Total current assets387,093 370,645 
Fixed assets and capitalized software, net42,144 50,938 
Goodwill664,619 671,886 
Intangible assets, net45,330 82,577 
Deferred tax assets126,721 90,565 
Other assets23,974 33,891 
Total assets$1,289,881 $1,300,502 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable$18,203 $8,610 
Accrued liabilities133,063 131,813 
Current portion of unrecognized tax benefits31,243 29,771 
Contract liabilities31,733 51,726 
Current portion of long-term debt70,000 70,000 
Other current liabilities11,644 15,214 
Total current liabilities295,886 307,134 
Term Loan, net349,044 309,672 
Term Loan, related party25,827 142,875 
ABL Facility58,856 39,929 
Pension obligations, net111,942 140,167 
Deferred tax liabilities832 10,798 
Other liabilities25,568 35,212 
Total long-term liabilities572,069 678,653 
Commitments and contingencies (see Note 13)
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 61,160,731 shares issued and 34,475,189 shares outstanding at September 30, 2022; and 60,830,853 shares issued and 34,145,311 shares outstanding at December 31, 2021
612 608 
Additional paid-in capital1,099,313 1,084,288 
Treasury stock - 26,685,542 shares at September 30, 2022 and December 31, 2021
(468,879)(468,879)
Accumulated other comprehensive income (loss)(20,658)(8,047)
Accumulated deficit(188,462)(293,255)
Total stockholders' equity421,926 314,715 
Total liabilities and stockholders' equity$1,289,881 $1,300,502 
The accompanying notes are an integral part of the consolidated financial statements.
4



Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
(unaudited)

Three Months Ended September 30, 2022
Common StockTreasury Stock
(in thousands, except share amounts)
SharesAmountAdditional Paid-in CapitalSharesAmountAccumulated Other Comprehensive LossAccumulated
(Deficit)
Total Stockholders'
Equity
Balance as of June 30, 202261,121,058 $611 $1,094,362 (26,685,542)$(468,879)$(12,738)$(201,742)$411,614 
Exercise of stock options37,051 1 485 — — — — 486 
Exercise of stock warrants2,622 — 64 — — — — 64 
Stock compensation expense— — 4,402 — — — — 4,402 
Cumulative translation adjustment— — — — — (7,920)— (7,920)
Net income — — — — — — 13,280 13,280 
Balance as of September 30, 2022
61,160,731 $612 $1,099,313 (26,685,542)$(468,879)$(20,658)$(188,462)$421,926 
Three Months Ended September 30, 2021
Common StockTreasury Stock
(in thousands, except share amounts)
SharesAmountAdditional Paid-in CapitalSharesAmountAccumulated Other Comprehensive LossAccumulated
(Deficit)
Total Stockholders'
Equity
Balance as of June 30, 202160,391,597 $604 $1,076,124 (26,678,410)$(468,613)$(4,445)$(333,967)$269,703 
Exercise of stock options243,615 2 667 — — — — 669 
Exercise of stock warrants8,569 — 209 — — — — 209 
Stock compensation expense— — 2,340 — — — — 2,340 
Cumulative translation adjustment— — — — — (4,100)— (4,100)
Net income— — — — — — 35,624 35,624 
Balance as of September 30, 2021
60,643,781 $606 $1,079,340 (26,678,410)$(468,613)$(8,545)$(298,343)$304,445 

The accompanying notes are an integral part of the consolidated financial statements.




5



Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
(unaudited)

Nine Months Ended September 30, 2022
Common StockTreasury Stock
(in thousands, except share amounts)
SharesAmountAdditional Paid-in CapitalSharesAmountAccumulated Other Comprehensive LossAccumulated
(Deficit)
Total Stockholders'
Equity
Balance as of December 31, 2021
60,830,853 $608 $1,084,288 (26,685,542)$(468,879)$(8,047)$(293,255)$314,715 
Exercise of stock options327,256 4 4,821 — — — — 4,825 
Exercise of stock warrants2,622 — 64 — — — — 64 
Stock compensation expense— — 10,140 — — — — 10,140 
Cumulative translation adjustment— — — — — (12,611)— (12,611)
Net income — — — — — — 104,793 104,793 
Balance as of September 30, 2022
61,160,731 $612 $1,099,313 (26,685,542)$(468,879)$(20,658)$(188,462)$421,926 
Nine Months Ended September 30, 2021
Common StockTreasury Stock
(in thousands, except share amounts)
SharesAmountAdditional Paid-in CapitalSharesAmountAccumulated Other Comprehensive LossAccumulated
(Deficit)
Total Stockholders'
Equity
Balance as of December 31, 2020
59,590,422 $596 $1,059,624 (26,678,410)$(468,613)$ $(394,832)$196,775 
Exercise of stock options482,890 4 (405)— — — — (401)
Exercise of stock warrants570,469 6 13,889 — — — — 13,895 
Stock compensation expense— — 6,232 — — — — 6,232 
Cumulative translation adjustment— — — — — (8,545)— (8,545)
Net income— — — — — — 96,489 96,489 
Balance as of September 30, 2021
60,643,781 $606 $1,079,340 (26,678,410)$(468,613)$(8,545)$(298,343)$304,445 

The accompanying notes are an integral part of the consolidated financial statements.
6


Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended September 30,
(in thousands)20222021
Cash Flows from Operating Activities(unaudited)(unaudited)
Net income$104,793 $96,489 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization65,954 80,675 
Amortization of debt issuance costs4,327 3,431 
Deferred income taxes(23,222)(57,823)
Provision for credit losses and service credits18,325 13,806 
Stock-based compensation expense10,140 6,232 
Other components of net periodic pension (benefit)(5,295)(998)
Impairment charges222 3,611 
(Gain) loss on foreign currency exchange rates(4,447)748 
Bargain purchase gain(10,245) 
Other489 1,961 
Changes in working capital items, excluding acquisitions:
Accounts receivable(8,930)48,791 
Contract assets2,226 3,837 
Prepaid expenses and other assets16,485 (3,184)
Accounts payable and accrued liabilities(36,956)(64,377)
Other liabilities(29,645)(11,660)
Net cash provided by operating activities104,221 121,539 
Cash Flows from Investing Activities
Additions to fixed assets and capitalized software(19,345)(20,053)
Proceeds from the sale of fixed assets 63 
Acquisition of a business, net of cash acquired(22,793)(175,370)
Net cash (used in) investing activities(42,138)(195,360)
Cash Flows from Financing Activities
Proceeds from Term Loan 418,070 
Proceeds from Term Loan, related party 260,930 
Payments of Term Loan(73,164)(86,199)
Payments of Term Loan, related party(8,347)(36,801)
Payments of Senior Term Loan (335,821)
Payments of Senior Term Loan, related party (113,789)
Proceeds from ABL Facility746,689 793,604 
Payments of ABL Facility(727,762)(816,661)
Proceeds from exercises of stock options and stock warrants4,888 18,144 
Other (13,960)
Net cash (used in) provided by financing activities(57,696)87,517 
Effect of exchange rate changes on cash and cash equivalents(1,610)(3,446)
Increase in cash and cash equivalents and restricted cash2,777 10,250 
Cash and cash equivalents and restricted cash, beginning of period13,557 2,406 
Cash and cash equivalents and restricted cash, end of period$16,334 $12,656 
Supplemental Information
Cash paid for interest$42,435 $52,491 
Cash paid for income taxes, net$53,673 $58,491 

The accompanying notes are an integral part of the consolidated financial statements.
7


Thryv Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)


Note 1     Description of Business and Summary of Significant Accounting Policies

General

Thryv Holdings, Inc. (“Thryv” or the “Company”) provides small-to-medium sized businesses (“SMBs”) with print and digital marketing services and Software as a Service (“SaaS”) business management tools. The Company owns and operates Print Yellow Pages (“PYP” or “Print”) and digital marketing services (“Digital”), which includes Internet Yellow Pages (“IYP”), search engine marketing (“SEM”), and other digital media services, including online display advertising, and search engine optimization (“SEO”) tools. In addition, through the Thryv® platform, the Company is a provider of SaaS business management tools designed for SMBs.

On January 21, 2022, Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial Media Holdings, Inc. (“Vivial”), a marketing and advertising company with operations in the United States. Additionally, on March 1, 2021, the Company completed the acquisition of Sensis Holding Limited (“Thryv Australia”), a provider of marketing solutions serving SMBs in Australia.

During the second quarter of 2022, the Company reevaluated its segment reporting and determined that its Thryv International SaaS business should be reflected as a separate reportable segment. As such, beginning on April 1, 2022, the results of our international SaaS business are being presented separately from the results of our international marketing services business. Comparative prior periods have been recast to reflect the current presentation.

The Company reports its results based on four reportable segments (see Note 15, Segment Information):

Thryv U.S. Marketing Services, which includes the Company's Print and Digital solutions business in the United States;
Thryv U.S. SaaS, which includes the Company's flagship SMB end-to-end customer experience platform in the United States;
Thryv International Marketing Services, which is comprised of Thryv's Print and Digital solutions business in Australia; and
Thryv International SaaS, which includes the SaaS business management tools for SMBs in Australia.

Basis of Presentation

The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three and nine months ended September 30, 2022 and 2021 have been prepared on the same basis as the audited annual financial statementsThe consolidated balance sheet as of December 31, 2021 was derived from the audited annual financial statements. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited financial statements and related footnotes for the year ended December 31, 2021.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and
8


accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.

Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts relating to the accounting for income taxes, including valuation allowance, indemnification asset, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, accrued service credits, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets.

Due to the novel strain of coronavirus, commonly referred to as COVID-19 (“COVID-19”) and the uncertainty of the extent of the impacts related thereto, certain estimates and assumptions may require increased judgment. As events continue to evolve and additional information becomes available, these estimates may change in future periods. It is difficult to predict what the ongoing impact of the pandemic will be on future periods.

Summary of Significant Accounting Policies

Except for the adoption of ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), as described below, there have been no changes to the Company’s significant accounting policies as of and for the three and nine months ended September 30, 2022 as compared to the significant accounting policies included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Form 10-K).

Restricted Cash

The following table presents a reconciliation of Cash and cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021:

(in thousands)September 30, 2022September 30, 2021December 31, 2021
Cash and cash equivalents$14,312 $10,374 $11,262 
Restricted cash, included in Other current assets2,022 2,282 2,295 
Total Cash and cash equivalents and restricted cash $16,334 $12,656 $13,557 

Foreign Currency

The functional currency of the Company’s foreign operating subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, with the resulting translation adjustments directly recorded to a separate component of Accumulated other comprehensive income. Income and expense accounts are translated at the weighted-average exchange rates during the period.

Transaction gains or losses in currencies other than the functional currency are included as a component of Other income (expense), in the Company's consolidated statements of operations and comprehensive income (loss).

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, which requires companies to recognize and measure contract assets and contract liabilities acquired in a business combination, in accordance with the revenue recognition guidance, as if the acquirer had entered into the original contract at the same time, and on the same terms, as the acquiree. Generally, this will result in the acquirer recognizing contract assets and liabilities at the same amounts recorded by the acquiree as of the acquisition date. Under the current standard, an acquirer generally recognizes such items at fair value on the acquisition date. The Company adopted ASU 2021-08 on January 1, 2022 and applied it to the contract assets and liabilities acquired from Vivial.

9



Note 2      Acquisitions

Vivial Acquisition

On January 21, 2022 (the “Vivial Acquisition Date”), Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial, a marketing and advertising company, for $22.8 million in cash (net of $8.5 million of cash acquired), subject to certain adjustments (the “Vivial Acquisition”). The assets acquired as part of these transactions consisted primarily of $27.7 million in current assets and $9.8 million in fixed and intangible assets, consisting primarily of customer relationships and technology assets, $13.9 million in deferred tax assets, along with a $10.2 million bargain purchase gain. The Vivial Acquisition resulted in a bargain purchase gain in part because the seller was motivated to divest its marketing services business that was in secular decline. The Company also assumed liabilities of $20.4 million, consisting primarily of accounts payable and accrued liabilities. The assessment of fair value of assets acquired and liabilities assumed is preliminary and is based on information that was available to management at the time these consolidated financial statements were prepared. The finalization of the Company’s acquisition accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, which could be material.

The Company accounted for the Vivial Acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (ASC 805). This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets and intangible assets by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method and assumptions related to Vivial’s assets acquired and liabilities assumed. The preliminary purchase price allocation is expected to be finalized within 12 months after the Vivial Acquisition Date.

The fair values of fixed assets, intangible assets and other assets acquired and liabilities assumed have been prepared on a preliminary basis with information currently available and are subject to change. Management is still reviewing the characteristics and assumptions related to Vivial’s assets acquired and liabilities assumed.

The following table summarizes the assets acquired and liabilities assumed at the Vivial Acquisition Date:

(in thousands)
Current assets$27,705 
Fixed and intangible assets9,759 
Deferred tax assets13,892 
Other assets2,103 
Current liabilities(18,775)
Other liabilities(1,646)
Bargain purchase gain (10,245)
Fair value allocated to net assets acquired, net of bargain purchase gain$22,793 

The deferred tax asset primarily relates to excess carryover tax basis over book basis in intangibles as a result of the assessment of the fair value of the assets and liabilities assumed using the acquisition method of accounting.

The Vivial Acquisition has contributed $72.8 million in revenue since the Vivial Acquisition Date.

As of September 30, 2022, the Company increased the purchase price by $0.8 million as a result of customary working capital adjustments, decreased the sales tax reserve by $3.2 million and reclassified the presentation of certain assets and liabilities. The effect of these measurement period adjustments resulted in a $2.9 million increase in the bargain purchase gain for the nine months ended September 30, 2022.

10


Thryv Australia Acquisition

On March 1, 2021 (the “Thryv Australia Acquisition Date”), Thryv Australia Holdings Pty Ltd (formerly Thryv Australia Pty Ltd) (“Buyer”), an Australian proprietary limited company and a direct wholly-owned subsidiary of Thryv International Holding LLC, a direct and wholly-owned subsidiary of the Company, acquired all of the issued and outstanding equity interests of (i) Sunshine NewCo Pty Ltd, an Australian proprietary limited company, and its subsidiaries, and (ii) 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 Term Loan (as defined in Note 8, Debt Obligations) that was entered into on the Thryv Australia Acquisition Date. All acquisition-related costs, amounting to $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 in the Company's consolidated statement of operations and comprehensive income (loss). Additionally, as part of the effort to fund the Thryv Australia Acquisition, the Company incurred debt issuance costs of $4.2 million related to the Term Loan, of which $2.5 million was capitalized and is being amortized using the effective interest method. See Note 8, Debt Obligations.

The Company accounted for the Thryv Australia Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets, intangible assets, and contract liabilities, by applying a combination of the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method.

11


The following table summarizes the consideration transferred and the purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Thryv Australia Acquisition Date:

(in thousands)
Total cash consideration$216,164 
Total purchase consideration, as allocated below:$216,164 
Cash and cash equivalents $40,794 
Accounts receivable and other current assets72,404 
Other assets34,962 
Fixed assets and capitalized software18,856 
Intangible assets:
Client relationships (estimated useful life of 3.5 years)
101,839 
Trademarks (estimated useful life of 3.5 years)
24,877 
Accounts payable(15,038)
Accrued liabilities(41,724)
Contract liabilities(27,075)
Other current liabilities(6,733)
Deferred tax liabilities(35,884)
Other liabilities(15,506)
Total identifiable net assets$151,772 
Goodwill64,392 
Total net assets acquired$216,164 

The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $64.4 million was primarily related to the benefits expected from the Thryv Australia Acquisition and was allocated to the Thryv International Marketing Services segment. The goodwill recognized is not deductible for income tax purposes.

Pro Forma Results

The pro forma combined financial information presented below was derived from the historical financial records of Thryv and Thryv Australia and presents the operating results of the combined Company, as if the Thryv Australia Acquisition had occurred on January 1, 2020. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense and related tax effects.

The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Thryv Australia Acquisition been completed as of January 1, 2020, nor is it meant to be indicative of future results of operations that the combined entity will achieve:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)20212021
Revenue$297,290 $937,204 
Net income37,440 135,671 
12



Note 3      Revenue Recognition

The Company has determined that each of its Print and Digital marketing services and SaaS business management tools services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s Print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market(s). Therefore, revenue associated with Print services is recognized at a point in time upon delivery to the intended market(s). The Company bills customers for Print advertising services monthly over the relative contract term. The difference between the timing of recognition of Print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the customers are invoiced each month. SaaS and Digital marketing services are recognized using the series guidance. Under the series guidance, the Company's obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Revenue associated with SaaS and Digital marketing services is recognized over time using an output method to measure the progress toward satisfying a performance obligation.

Disaggregation of Revenue

The Company presents disaggregated revenue based on the type of service within its segment footnote. During the first quarter of 2022, the Company adjusted the disaggregated service revenue methodology it uses to manage the business. The nine months ended September 30, 2022 and 2021 reflect the current methodology. See Note 15, Segment Information.

Contract Assets and Liabilities

The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) as disclosed on the Company's consolidated balance sheets. Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. For the three and nine months ended September 30, 2022, the Company recognized Revenue of $12.9 million and $38.8 million, respectively, that was recorded in Contract liabilities as of December 31, 2021. For the three and nine months ended September 30, 2021, the Company recognized Revenue of $4.7 million and $14.2 million, respectively, that was recorded in Contract liabilities as of December 31, 2020.

Pandemic Credits

During the three and nine months ended September 30, 2021, the Company recognized pandemic credits of $0.2 million and $3.2 million, respectively, provided to customers most impacted by COVID-19. The Company reflected these price concessions as a reduction to Revenue in the consolidated statements of operations and comprehensive income (loss). During the three and nine months ended September 30, 2022, the Company did not recognize any pandemic credits.


Note 4     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
13


liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets such as goodwill, intangible assets, fixed assets, capitalized software and operating lease right-of-use assets are adjusted to fair value when the net book values of the assets exceed their respective fair values, resulting in an impairment charge. Such fair value measurements are predominantly based on Level 3 inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Indemnification Asset

On June 30, 2017, the Company completed the acquisition of YP Holdings, Inc. (the YP Acquisition”). As further discussed in Note 13, Contingent Liabilities, as part of the YP Acquisition agreement, the Company is indemnified for an uncertain tax position for up to the fair value of 1,804,715 shares held in escrow, subject to certain contract limitations (the “indemnification asset”). Due to an increase in the Company’s common stock share price as of September 30, 2022, the number of shares expected to be returned to seller is 1,130,892, which represents the number of shares required to satisfy the uncertain tax position less $8.0 million.

As of September 30, 2022 and December 31, 2021, the fair value of the Company's Level 1 indemnification asset was $25.8 million and $24.3 million, respectively. A gain of $0.6 million and $1.5 million from the change in fair value of the Company’s Level 1 indemnification asset during the three and nine months ended September 30, 2022, respectively, was recorded in General and administrative expense on the Company's Consolidated Statements of Operations and Comprehensive Income.

Benefit Plan Assets

The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 2 inputs. See Note 9, Pensions.

Fair Value of Financial Instruments

The Company considers the carrying amounts of cash, trade receivables, and accounts payable to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment.

Additionally, the Company considers the carrying amounts of its ABL Facility (as defined in Note 8, Debt Obligations) and financing obligations to approximate their respective fair values due to their short-term nature and approximation of interest rates to market rates. These fair value measurements are considered Level 2. See Note 8, Debt Obligations.

The Term Loan (as defined in Note 8, Debt Obligations) is carried at amortized cost; however, the Company estimates the fair value of the Term Loan for disclosure purposes. The fair value of the Term Loan is determined based on quoted prices that are observable in the marketplace and are classified as Level 2 measurements. See Note 8, Debt Obligations.
The following table sets forth the carrying amount and fair value of the Term Loan:
September 30, 2022December 31, 2021
(in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Term Loan, net$444,871 $443,759 $522,547 $533,651 

14




Note 5     Goodwill and Intangible Assets

Goodwill

The following tables set forth the changes in the carrying amount of goodwill for the Company for nine months ended September 30, 2022 and the year ended December 31, 2021:
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Balance as of December 31, 2020
$390,573 $218,884 $ $— $609,457 
Thryv Australia Acquisition  64,392 — 64,392 
Effects of foreign currency translation  (1,963)— (1,963)
Balance as of December 31, 2021
$390,573 $218,884 $62,429 $— $671,886 
Effects of foreign currency translation  (7,267)— (7,267)
Balance as of September 30, 2022
$390,573 $218,884 $55,162 $— $664,619 
Intangible Assets

The following tables set forth the details of the Company's intangible assets as of September 30, 2022 and December 31, 2021:

 As of September 30, 2022
(in thousands)GrossAccumulated
Amortization
NetWeighted
Average
Remaining
Amortization
Period in Years
Client relationships$790,947 $(761,033)$29,914 2.0
Trademarks and domain names221,919 (209,241)12,678 1.4
Patented technologies19,600 (19,600) 0.0
Covenants not to compete5,240 (2,502)2,738 2.2
Total intangible assets$1,037,706 $(992,376)$45,330 2.1

 As of December 31, 2021
(in thousands)GrossAccumulated
Amortization
NetWeighted
Average
Remaining
Amortization
Period in Years
Client relationships$797,053 $(747,197)$49,856 2.7
Trademarks and domain names223,582 (193,772)29,810 1.9
Patented technologies19,600 (19,600) 0.0
Covenants not to compete4,373 (1,462)2,911 2.6
Total intangible assets$1,044,608 $(962,031)$82,577 2.4

Amortization expense for intangible assets for the three and nine months ended September 30, 2022 was $14.1 million and $39.0 million, respectively. Amortization expense for the three and nine months ended September 30, 2021 was $21.3 million and $52.5 million, respectively.

15



Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows:
(in thousands)Estimated Future
Amortization Expense
2022$12,324 
202320,674 
202411,452 
2025880 
Total$45,330 


Note 6     Allowance for Credit Losses

The following table sets forth the Company's allowance for credit losses:
(in thousands)20222021
Balance as of January 1$17,475 $33,368 
Acquisitions 2,733 
Additions (1)
10,669 3,211 
Deductions (2)
(14,960)(19,833)
Balance as of September 30 (3)
$13,184 $19,479 

(1)    For the nine months ended September 30, 2022 and 2021, represents provision for bad debt expense of $10.7 million and $3.2 million, respectively, which is included in General and administrative expense. For the three months ended September 30, 2022 and 2021, the Company recorded a provision for bad debt expense of $2.8 million and $2.9 million, respectively, which is included in General and administrative expense.

(2)    For the nine months ended September 30, 2022 and 2021, represents amounts written off as uncollectible, net of recoveries.

(3)    As of September 30, 2022, $13.1 million of the allowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of September 30, 2021, $19.4 million of the allowance is attributable to Accounts receivable and $0.1 million is attributable to Contract assets.

The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends.


Note 7     Accrued Liabilities

The following table sets forth additional financial information related to the Company's accrued liabilities:
(in thousands)September 30, 2022December 31, 2021
Accrued salaries and related expenses$57,988 $58,440 
Accrued severance 300 1,720 
Accrued taxes 18,586 17,660 
Accrued expenses 53,484 51,224 
Accrued service credits2,705 2,769 
Accrued liabilities$133,063 $131,813 

16




Note 8      Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of September 30, 2022 and December 31, 2021:
(in thousands)MaturityInterest RateSeptember 30, 2022December 31, 2021
Term LoanMarch 1, 2026LIBOR +8.5%$460,489 $542,000 
ABL Facility (Fifth Amendment)March 1, 20263-month LIBOR +3.0%58,856 39,929 
Unamortized original issue discount and debt issuance costs(15,618)(19,453)
Total debt obligations$503,727 $562,476 
Current portion of Term Loan(70,000)(70,000)
Total long-term debt obligations$433,727 $492,476 
Term Loan

On March 1, 2021, the Company entered into a Term Loan credit agreement (the “Term Loan”). The proceeds of the Term Loan were used to finance the Thryv Australia Acquisition, refinance in full the Company's existing term loan facility (the “Senior Term Loan”), and pay fees and expenses related to the Thryv Australia Acquisition and related financing.

The Term Loan established a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $700.0 million, of which 38.4% was held by related parties who were equity holders of the Company, as of March 1, 2021. The Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of September 30, 2022, 6.9% of the Term Loan was held by related parties who were equity holders of the Company, as of that date.

The Term Loan Facility matures on March 1, 2026 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans). The Term Loan Facility requires mandatory amortization payments equal to $17.5 million per fiscal quarter.

The net proceeds from the Term Loan of $674.9 million (net of original issue discount costs of $21.0 million and third-party fees of $4.1 million) were used to repay the remaining $