Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Feb. 25, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
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
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 600
Entity Common Stock, Shares Outstanding		43,371,149
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, 2024, are incorporated herein by reference.
Entity Central Index Key	0001556739
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Name	GRANT THORNTON LLP
Auditor Location	Dallas, Texas
Auditor Firm ID	248

Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue	$ 824,156	$ 916,961	$ 1,202,388
Cost of services	286,919	338,714	422,006
Gross profit	537,237	578,247	780,382
Operating expenses:
Sales and marketing	270,146	300,538	362,432
General and administrative	217,296	208,880	216,406
Impairment charges	83,094	268,846	102,222
Total operating expenses	570,536	778,264	681,060
Operating (loss) income	(33,299)	(200,017)	99,322
Other income (expense):
Interest expense, nonoperating	(46,771)	(61,728)	(60,407)
Other components of net periodic pension benefit	24,806	2,719	44,612
Other (expense) income	(10,734)	(1,518)	15,448
(Loss) income before income tax (expense) benefit	(65,998)	(260,544)	98,975
Income tax (expense) benefit	(8,218)	1,249	(44,627)
Net (loss) income	(74,216)	(259,295)	54,348
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of tax	250	1,070	(8,214)
Comprehensive (loss) income	$ (73,966)	$ (258,225)	$ 46,134
Net (loss) income per common share:
Basic (in USD per share)	$ (2.00)	$ (7.47)	$ 1.58
Diluted (in USD per share)	$ (2.00)	$ (7.47)	$ 1.49
Weighted-average shares used in computing basic and diluted net (loss) income per common share:
Basic (in shares)	37,142,271	34,723,491	34,336,493
Diluted (in shares)	37,142,271	34,723,491	36,506,095
Nonrelated Party
Other income (expense):
Interest expense, nonoperating	$ (36,494)	$ (61,728)	$ (56,902)
Related Party
Other income (expense):
Interest expense, nonoperating	$ (10,277)	$ 0	$ (3,505)

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 16,311	$ 18,216
Accounts receivable, net of allowance of $13,051 in 2024 and $14,926 in 2023	161,620	205,503
Contract assets, net of allowance of $29 in 2024 and $35 in 2023	2,127	2,909
Taxes receivable	6,218	3,085
Prepaid expenses	13,923	17,771
Deferred costs	8,402	16,722
Other current assets	2,119	2,662
Total current assets	210,720	266,868
Fixed assets and capitalized software, net	44,478	38,599
Goodwill	253,318	302,400
Intangible assets, net	34,259	18,788
Deferred tax assets	143,495	128,051
Other assets	25,895	28,464
Total assets	712,165	783,170
Current liabilities
Accounts payable	13,011	10,348
Accrued liabilities	95,462	105,903
Current portion of unrecognized tax benefits	26,196	23,979
Contract liabilities	40,315	44,558
Other current liabilities	8,151	8,402
Total current liabilities	196,260	263,190
ABL Facility	23,891	48,845
Pension obligations, net	38,014	69,388
Other liabilities	9,759	18,995
Total long-term liabilities	318,985	367,280
Commitments and contingencies (see Note 15)
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 70,556,740, shares issued and 43,033,960 shares outstanding at December 31, 2024; and 62,660,783 shares issued and 35,302,746 shares outstanding at December 31, 2023	706	627
Additional paid-in capital	1,272,476	1,151,259
Treasury stock - 27,522,780 shares at December 31, 2024 and 27,358,037 shares at December 31, 2023	(488,903)	(485,793)
Accumulated other comprehensive loss	(14,941)	(15,191)
Accumulated deficit	(572,418)	(498,202)
Total stockholders' equity	196,920	152,700
Total liabilities and stockholders' equity	712,165	783,170
Nonrelated Party
Current liabilities
Current portion of Term Loan	7,875	70,000
Term Loan, net	146,885	230,052
Related Party
Current liabilities
Current portion of Term Loan	5,250	0
Term Loan, net	$ 100,436	$ 0

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 13,051	$ 14,926
Contract assets, net of allowance	$ 29	$ 35
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	70,556,740	62,660,783
Common stock, shares outstanding (in shares)	43,033,960	35,302,746
Treasury stock (in shares)	27,522,780	27,358,037

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		60,830,853
Beginning balance at Dec. 31, 2021	$ 314,715	$ 608	$ 1,084,288	$ (468,879)	$ (8,047)	$ (293,255)
Beginning balance (in shares) at Dec. 31, 2021				(26,685,542)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares related to stock-based compensation (in shares)		445,904
Issuance of shares related to stock-based compensation	6,726	$ 5	6,721
Exercise of stock warrants (in shares)		2,622
Exercise of stock warrants	64		64
Stock-based compensation expense	14,628		14,628
Foreign currency translation adjustment, net of tax	(8,214)				(8,214)
Net (loss) income	54,348					54,348
Ending balance (in shares) at Dec. 31, 2022		61,279,379
Ending balance at Dec. 31, 2022	382,267	$ 613	1,105,701	$ (468,879)	(16,261)	(238,907)
Ending balance (in shares) at Dec. 31, 2022				(26,685,542)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares related to stock-based compensation (in shares)		729,549		(58,541)
Issuance of shares related to stock-based compensation	6,319	$ 8	7,465	$ (1,154)
Exercise of stock warrants (in shares)		651,855
Exercise of stock warrants	15,898	$ 6	15,892
Stock-based compensation expense	22,201		22,201
Settlement of indemnification asset (in shares)				(613,954)
Settlement of indemnification asset	(15,760)			$ (15,760)
Foreign currency translation adjustment, net of tax	1,070				1,070
Net (loss) income	$ (259,295)					(259,295)
Ending balance (in shares) at Dec. 31, 2023	35,302,746	62,660,783
Ending balance at Dec. 31, 2023	$ 152,700	$ 627	1,151,259	$ (485,793)	(15,191)	(498,202)
Ending balance (in shares) at Dec. 31, 2023	(27,358,037)			(27,358,037)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares related to stock-based compensation (in shares)		1,323,707		(138,248)
Issuance of shares related to stock-based compensation	$ 7,165	$ 13	9,763	$ (2,611)
Stock-based compensation expense	24,118		24,118
Common stock offering (in shares)		6,572,250
Common stock offering	87,402	$ 66	87,336
Purchase of treasury stock (in shares)				(26,495)
Purchase of treasury stock	(499)			$ (499)
Foreign currency translation adjustment, net of tax	250				250
Net (loss) income	$ (74,216)					(74,216)
Ending balance (in shares) at Dec. 31, 2024	43,033,960	70,556,740
Ending balance at Dec. 31, 2024	$ 196,920	$ 706	$ 1,272,476	$ (488,903)	$ (14,941)	$ (572,418)
Ending balance (in shares) at Dec. 31, 2024	(27,522,780)			(27,522,780)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net (loss) income	$ (74,216)	$ (259,295)	$ 54,348
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	52,789	63,251	88,392
Amortization of deferred commissions	18,283	14,954	12,110
Amortization of debt issuance costs	4,022	5,422	5,749
Deferred income taxes	(5,270)	(12,904)	(15,119)
Provision for credit losses and service credits	22,508	24,516	25,971
Stock-based compensation expense	24,118	22,201	14,628
Other components of net periodic pension benefit	(24,806)	(2,719)	(44,612)
Impairment charges	83,094	268,846	102,222
Loss on early extinguishment of debt	6,638	0	0
Non-cash loss (gain) from the remeasurement of the indemnification asset	0	10,734	(2,148)
Bargain purchase gain	0	0	(10,883)
Other, net	930	603	(2,309)
Changes in working capital items, excluding acquisitions:
Accounts receivable	23,167	54,325	(5,242)
Contract assets	782	(326)	2,764
Prepaid expenses and other assets	1,139	7,117	(9,592)
Accounts payable and accrued liabilities	(26,526)	(37,749)	(41,105)
Other liabilities	(16,869)	(10,750)	(26,601)
Net cash provided by operating activities	89,783	148,226	148,573
Cash Flows from Investing Activities
Additions to fixed assets and capitalized software	(33,537)	(33,394)	(29,233)
Acquisition of a business, net of cash acquired	(76,887)	(8,897)	(22,793)
Other	0	(225)	0
Net cash used in investing activities	(110,424)	(42,516)	(52,026)
Cash Flows from Financing Activities
Debt issuance costs	(5,480)	0	0
Purchase of treasury stock	(499)	0	0
Proceeds from exercise of stock warrants	0	15,898	64
Proceeds from common stock offering, net of offering expenses	87,402	0	0
Other	7,164	6,318	6,725
Net cash provided by (used in) financing activities	19,216	(103,493)	(91,097)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,344)	133	(827)
(Decrease) increase in cash, cash equivalents and restricted cash	(2,769)	2,350	4,623
Cash, cash equivalents and restricted cash, beginning of period	20,530	18,180	13,557
Cash, cash equivalents and restricted cash, end of period	17,761	20,530	18,180
Supplemental Information
Cash paid for interest	44,018	57,027	57,084
Cash paid for income taxes, net	15,413	9,313	58,259
Non-cash investing and financing activities
Repurchase of Treasury stock as a result of the settlement of the indemnification asset	0	15,760	0
Prior Term Loan, net \| Nonrelated Party
Cash Flows from Financing Activities
Proceeds from Term Loan	206,220	0	0
Payments of Term Loan	(356,618)	(120,000)	(104,165)
Prior Term Loan, net \| Related Party
Cash Flows from Financing Activities
Proceeds from Term Loan	137,480	0	0
Payments of Term Loan	(31,500)	0	(8,347)
Prior ABL Facility \| Revolving Credit Facility
Cash Flows from Financing Activities
Proceeds from ABL Facility	329,004	919,975	976,296
Payments of ABL Facility	$ (353,957)	$ (925,684)	$ (961,670)

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Summary of Significant Accounting Policies

General

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

On October 31, 2024 (the “Keap Acquisition Date”), Thryv, Inc., the Company's wholly-owned subsidiary, acquired Infusion Software, Inc. d/b/a Keap (“Keap”), a company that operates a SaaS email marketing and sales platform for small businesses. On April 3, 2023 (the “Yellow Acquisition Date”), Thryv New Zealand Limited, the Company’s wholly-owned subsidiary, acquired Yellow Holdings Limited (“Yellow”), a New Zealand marketing services company. On January 21, 2022 (the “Vivial Acquisition Date”), Thryv, Inc. acquired Vivial Media Holdings, Inc. (“Vivial”), a marketing and advertising company with operations in the United States.

During the first quarter of 2024, the Company changed the internal reporting provided to the chief operating decision maker (“CODM”). As a result, the Company reevaluated its segment reporting and determined that Thryv U.S. Marketing Services and Thryv International Marketing Services should be reflected as a single reportable segment, and that Thryv U.S. SaaS and Thryv International SaaS should be reflected as a single reportable segment. As such, beginning on January 1, 2024, the results of our Marketing Services and SaaS businesses are presented as two reportable segments. Comparative prior periods have been recast to reflect the current presentation.

The Company reports its results based on two reportable segments (see Note 17, Segment Information):

•Thryv Marketing Services, which includes the Company's Print and Digital solutions business; and

•Thryv SaaS, which includes the Company's SaaS flagship all-in-one small business management modular software platform.

Basis of Presentation

The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“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.

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, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets.

Summary of Significant Accounting Policies

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 at the time of order, or within 20 to 30 days of the invoice, depending on the product.

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. 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 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 (loss) 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 average selling price, market conditions, entity specific factors such as pricing and discounting strategies, and other inputs.

Costs to Obtain and Fulfill a Contract with a Customer

Costs to Obtain 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 eighteen months 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 (loss) income.

The following table sets for the Company's deferred costs to obtain contracts, as of December 31, 2024 and 2023:


(in thousands)	December 31, 2024		December 31, 2023
Deferred costs to obtain contracts - Current assets	$	7,978	$	13,495
Deferred costs to obtain contracts - Non-current assets	638		1,285

Amortization of the Company's deferred costs to obtain contracts, for the years ended December 31, 2024, 2023, and 2022 was as follows:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Amortization of deferred costs to obtain contracts (1)	$	18,283	$	14,954	$	12,110

(1) These costs were recorded in Sales and marketing in the Company's consolidated statements of operations and comprehensive (loss) income.

Costs to Fulfill a Contract with a Customer

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.

The following table sets for the Company's deferred costs to fulfill contracts as of December 31, 2024 and 2023:


(in thousands)	December 31, 2024		December 31, 2023
Deferred costs to fulfill contracts (1)	$	424	$	3,227

(1) Included in deferred costs on the Company's consolidated balance sheets.

Amortization of the Company's deferred costs to fulfill contracts for the years ended December 31, 2024, 2023, and 2022 was as follows:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Amortization of deferred costs to fulfill contracts (1)	$	3,227	$	2,689	$	3,466

(1) These costs were recorded in Cost of services in the Company's consolidated statements of operations and comprehensive (loss) income.

The Company recorded no impairment losses associated with these deferred costs during the years ended December 31, 2024, 2023, and 2022.

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 is primarily associated with security deposits with credit card merchants. The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the years ended December 31, 2024 and 2023:


(in thousands)	December 31, 2024		December 31, 2023
Cash and cash equivalents	$	16,311	$	18,216
Restricted cash, included in Other current assets	1,450		2,314
Total cash, cash equivalents and restricted cash	$	17,761	$	20,530

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 6, Allowance for Credit Losses, for additional information.

The following table represents the components of Accounts receivable, net of allowance:


	December 31,
(in thousands)	2024		2023
Accounts receivable	$	45,552	$	73,094
Unbilled accounts receivable (1)	129,119		147,335
Total accounts receivable	$	174,671	$	220,429
Less: allowance for credit losses	(13,051)		(14,926)
Accounts receivable, net of allowance	$	161,620	$	205,503

(1) Unbilled accounts receivable relates primarily to the Company’s print services, which are recognized at a point in time upon delivery of the print services to the intended market(s), but are billed to customers monthly after the delivery of the print services. Unbilled accounts receivable are reclassified as billed accounts receivable monthly when the customers are invoiced.

The following table represents the components of unbilled accounts receivable from contracts with customers:


	December 31,
(in thousands)	2024		2023
Unbilled accounts receivable - current	$	129,119	$	147,335
Unbilled accounts receivable - non-current (1)	16,847		16,165
Total unbilled accounts receivable	$	145,966	$	163,500

(1) Included in Other assets on the Company's consolidated balance sheets. Revenue recognized related to Unbilled accounts receivable - non-current balances for the years ended December 31, 2024 and 2023 was $62.2 million and $70.7 million, respectively.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. 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. The Company monitors and manages the overall exposure of its cash balances at individual financial institutions on an ongoing basis.

Approximately 92% 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.

The remaining approximately 8% 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 these clients have been less than that of local SMBs.

The Company does not require collateral for accounts receivable. Credit risk with respect to the balance of accounts receivable is generally diversified due to the number of clients comprising the Company’s customer base. No single client accounted for more than 5% of the Company’s outstanding accounts receivable as of December 31, 2024 or 2023.

The Company conducts its operations primarily in the United States, Australia, Europe and New Zealand. In 2024, 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, 2024, 2023 and 2022.

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 (loss) 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.

Depreciation of fixed assets and amortization associated with capitalized software, are included in Cost of services, Sales and marketing, and General and administrative expenses on the Company's consolidated statements of operations and comprehensive (loss) income.

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 Useful Lives
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 7, 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 and in General and administrative expense in the Company's consolidated statements of operations and comprehensive (loss) income. The Company recognizes lease expense on a straight-line basis over the lease term. 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 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.

During the third quarter of 2024, the Company made a strategic decision to terminate its Marketing Services solutions by the end of 2028. As a result of this decision, the Company concluded a triggering event had occurred in the Thryv Marketing Services segment. The impairment test resulted in a non-cash impairment charge of $83.1 million during the third quarter of 2024, reducing the goodwill in its Thryv Marketing Services reporting unit to zero. The Company also performed its annual impairment test on goodwill as of October 1, 2024. The annual impairment test concluded that no additional impairment of goodwill had occurred.

See Note 5, Goodwill and Intangible Assets.

Intangible Assets

The Company has definite-lived intangible assets consisting of client relationships, trademarks and domain names, and covenants not to compete. 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.

Amortization associated with intangible assets is included in Cost of services, Sales and marketing, and General and administrative expenses on the Company's consolidated statements of operations and comprehensive (loss) income.

The Company’s intangible assets and their estimated useful lives are presented in the table below:


			Estimated Useful Lives
Client relationships			3.5 - 8 years
Trademarks and domain names			2.5 - 8 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 Dex Pension Plan and the YP Holdings LLC 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 11, 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’’).

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. 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 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 (expense) benefit for income taxes in the consolidated statements of operations and comprehensive (loss) income. See Note 14, Income Taxes, for additional information.

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 (loss) 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 (loss) income. Transaction losses for the years ended December 31, 2024 and 2023 were $4.1 million and $0.7 million, respectively. Transaction gains for the year ended December 31, 2022 were $1.6 million.

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 (loss) income and are expensed as incurred. Advertising costs for the Company for the years ended December 31, 2024, 2023 and 2022 were $10.7 million, $14.8 million and $29.3 million, respectively.

Stock-Based Compensation

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, Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock Units (“PSUs”).

The Company accounts for all stock options, RSUs and PSUs granted using a fair value method and the compensation expense is based on the fair value of the awards. The fair value of the Company’s common stock is the closing price of the stock on the date of the grant. The measurement date for awards is generally the date of the grant. The fair value is recognized on a straight-line basis 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 12, Stock-Based Compensation and Stockholders' Equity, for additional information.

Earnings per Share

Basic earnings per share is calculated by dividing Net (loss) 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, RSUs, PSUs, Employee Stock Purchase Plan shares (“ESPP”) 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, RSUs, PSUs, ESPP shares 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 13, Earnings per Share, for additional information.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires additional disclosures, including more detailed information about segment expenses about a public entity’s reportable segments on an annual and interim basis. The new segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management reviewed the extent of new disclosures necessary, and has implemented the disclosure updates within the Company's consolidated financial statements. Other than additional disclosures, the Company's adoption of ASU 2023-07 did not have a material impact on its consolidated financial statements. See Note 17, Segment Information, for additional information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires additional disclosures primarily related to the rate reconciliation and income taxes paid information. The new income tax disclosures are effective for fiscal years beginning after December 15, 2024. Management will review the extent of new disclosures necessary in the coming years, prior to implementation in the Company's consolidated financial statements. Other than additional disclosures, the Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires additional disclosures, in the notes to financial statements, of specified information about certain costs and expenses. The new disclosures are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Management will review the extent of new disclosures necessary in the coming years, prior to implementation in the Company's consolidated financial statements. Other than additional disclosures, the Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

Revenue Recognition	12 Months Ended
Revenue Recognition	Dec. 31, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition The Company has determined that each of its print and digital marketing services and SaaS business management tools services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market(s). Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market(s). The Company bills 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 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, Truelocal.com.au, Yellow.co.nz, Whitepages.co.nz, Finda.co.nz and Tourism.net.nz 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's primary SaaS offerings comprise Thryv®, an all-in-one SMB management platform, which includes Command Center, Business Center, Marketing Center, ThryvPaySM, Thryv Add-Ons, and Keap Automations. •Command Center. Thryv Command Center enables SMBs to centralize all their internal and external communications through a modular, easily expandable, and customizable platform. •Business Center. Thryv Business Center is designed to allow an SMB everything necessary to streamline day-to-day business operations, including customer relationship management, appointment scheduling, estimate and invoice creation, payments, document management, social media content, and online review management. •Marketing Center. Thryv Marketing Center is a fully integrated next generation marketing and advertising platform operated by the end user. •ThryvPay. ThryvPay, is our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service focused businesses that want to provide consumers safe, contactless, and fast-online payment options. •Thryv Add-Ons. Thryv Add-Ons include AI-assisted website development, SEO tools, Google Business Profile optimization, and Hub by ThryvSM, and Thryv Leads. These optional platform subscription-based add-ons provide a seamless user experience for our end-users and drive higher engagement within the Thryv Platform, while also producing incremental revenue growth. •Keap Automations. Keap Automations is Thryv's sales and marketing automation engine that helps SMBs efficiently grow. Through Keap's Automation Builder and wide range of integrations, businesses can automate all of their repetitive tasks, campaigns, processes, and tools so their teams can get more done in less time and improve their customer experience. Revenue for performance obligations related to the Thryv Platform represent separate performance obligations and are recognized as revenue either over time following the series guidance or a point in time. Disaggregation of Revenue The Company presents disaggregated revenue based on the type of service within its segment footnote. Contract Assets and Liabilities The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) as disclosed on the Company's consolidated balance sheets. Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities represent remaining performance obligations that consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. The Company recognizes revenue on all of its remaining performance obligations within the next twelve months. For the year ended December 31, 2024, the Company recognized revenue of $39.6 million that was recorded in Contract liabilities as of December 31, 2023. For the year ended December 31, 2023, the Company recognized revenue of $41.9 million that was recorded in Contract liabilities as of December 31, 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 10
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 12
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Acquisitions

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Keap Acquisition

On October 31, 2024, Thryv, Inc. acquired all of the outstanding capital stock of Keap for $76.9 million in cash (net of $7.6 million of cash acquired), subject to adjustment (the “Keap Acquisition”). The assets acquired as part of these transactions consisted primarily of $3.0 million in current assets, $8.1 million in fixed assets and capitalized software, $33.3 million in intangible assets, consisting primarily of customer relationships and a trade name, along with $11.1 million in deferred tax assets and $34.4 million in goodwill. The Company also assumed liabilities of $17.8 million, consisting primarily of accrued, contract, and deferred liabilities.

The primary purpose of the Keap Acquisition was to further increase Thryv's market share within the SaaS industry. Keap was founded in 2001 and operates a SaaS e-mail marketing and sales platform for small businesses, including products to manage customers, customer relationship management, marketing and e-commerce. To finance the purchase price, the Company closed an underwritten public offering of 5,715,000 shares of common stock, generating net proceeds of $76.8 million (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its New ABL Facility. Transaction costs expensed as part of the acquisition related costs were recognized in the amount of $3.4 million.

The Company accounted for the Keap Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets and intangible assets, by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas the trade name was valued using a relief of royalty method and assumptions related to Keap’s assets acquired and liabilities assumed. The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation. Specific to non-compete agreements, these agreements were valued using a “with and without” analysis, whereby estimates of the non-compete agreements in place were compared to the value without them, with the difference representing the value of the non-compete agreements themselves. The preliminary purchase price allocation is expected to be finalized within 12 months after the Keap Acquisition Date.

Factors that led to goodwill being recognized, per ASC 805, included expected synergies from combining operations of Keap and Thryv within the SaaS segment.

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 Keap Acquisition Date:


(in thousands)
Current assets	$	3,024
Fixed assets and capitalized software	8,149
Intangible assets:
Client relationships	27,300
Trademarks and domain names	5,700
Covenants not to compete	300
Deferred tax assets	11,130
Other assets	4,730
Current liabilities	(15,280)
Other liabilities	(2,600)
Goodwill	34,434
Fair value allocated to net assets acquired	$	76,887

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 $34.4 million was primarily related to the benefits expected from the Keap Acquisition and was allocated to the SaaS segment. The goodwill recognized is not deductible for income tax purposes.

The Keap Acquisition contributed $13.4 million in revenue and $5.3 million in net loss since the Keap Acquisition Date.

Pro Forma Results (unaudited)

The pro forma combined financial information presented below was derived from historical financial records of Thryv and Keap and presents the operating results of the combined Company, as if the Keap Acquisition had occurred on January 1, 2023. The pro forma data gives effect to historical operating results with adjustments to interest expense, transaction costs, amortization and depreciation expense and related tax effects. The pro forma adjustments primarily consist of $3.4 million of transaction costs and $4.2 million of accelerated amortization expense associated with the Keap headquarters.

The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Keap Acquisition been completed as of January 1, 2023, 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)	2024		2023
Revenue	$	894,968	$	1,005,222
Net (loss)	(71,461)		(265,489)

Yellow New Zealand Acquisition

On April 3, 2023, Thryv New Zealand Limited, the Company’s wholly-owned subsidiary, acquired Yellow, a New Zealand marketing services company for $8.9 million in cash (net of $1.7 million of cash acquired), subject to certain adjustments (the “Yellow Acquisition”). The Yellow Acquisition expanded the Company's market share with a broader geographical footprint and provided the Company with an increase in our clients. Yellow is a provider of marketing solutions serving SMBs in New Zealand. Control was obtained by means of acquiring all the voting interests. The assets acquired consisted primarily of $2.4 million in current assets and $5.6 million in fixed and intangible assets, consisting primarily of customer relationships, trade name, and technology assets, along with $5.1 million in goodwill. The Company also assumed liabilities of $4.7 million, consisting primarily of accrued, contract and deferred liabilities.

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

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


(in thousands)
Current assets	$	2,438
Fixed and intangible assets	5,565

Other assets	457
Current liabilities	(3,533)
Other liabilities	(1,159)
Goodwill	5,129
Fair value allocated to net assets acquired	$	8,897

The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $5.1 million was primarily related to the benefits expected from the acquisition and is allocated to the Thryv International Marketing Services segment. The goodwill recognized is not deductible for income tax purposes.

Pro Forma Results (unaudited)

Pro forma information for the year ended December 31, 2023 was insignificant.

Vivial Acquisition

On January 21, 2022, 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, $14.5 million in deferred tax assets, along with a $10.9 million bargain purchase gain. The Vivial Acquisition resulted in a bargain purchase gain in part because the seller was motivated to divest its marketing services business that was in secular decline. The Company also assumed liabilities of $20.4 million, consisting primarily of accounts payable and accrued liabilities.

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

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


(in thousands)
Current assets	$	27,705
Fixed and intangible assets	9,759
Deferred tax assets	14,530
Other assets	2,103
Current liabilities	(18,775)
Other liabilities	(1,646)
Bargain purchase gain	(10,883)
Fair value allocated to net assets acquired, net of bargain purchase gain	$	22,793

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.

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 — Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques.

These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Indemnification Asset

On June 30, 2017, the Company completed the acquisition of YP Holdings, Inc. (the “YP Acquisition”). As further discussed in Note 15, Contingent Liabilities, as part of the YP Acquisition agreement, the Company was indemnified for an uncertain tax position for up to the fair value of 1,804,715 shares held in escrow, subject to certain contract limitations (the “indemnification asset”).

On June 22, 2023, the Company entered into a settlement agreement with the sellers regarding the settlement of the indemnification asset. Pursuant to the settlement agreement, the Company and the sellers agreed (i) that the sellers would pay and indemnify the Company for $15.8 million of indemnified taxes (the “Indemnity Amount”) and (ii) that the Indemnity Amount would be deemed satisfied by the transfer of 613,954 outstanding shares of the Company’s common stock from the sellers back to the Company, which were returned to treasury and reduced the number of outstanding shares of the Company’s common stock. Furthermore, the sellers would be entitled to retain 1,190,761 currently outstanding shares of the Company’s common stock that previously secured the sellers' tax indemnity obligations under the YP Acquisition agreement.

As of December 31, 2024 and December 31, 2023, the Company no longer recorded a Level 1 indemnification asset because it was settled on June 22, 2023. A loss of $10.7 million from the change in fair value of the Company’s Level 1 indemnification asset during the year ended December 31, 2023 was recorded in General and administrative expense on the Company's consolidated statements of operations and comprehensive (loss) income. The $15.8 million Indemnity Amount, which is the fair value of the shares returned to treasury, was recorded in Treasury stock on the Company's consolidated balance sheets, along with the 613,954 shares that the Company received from the sellers, as of December 31, 2023.

Benefit Plan Assets

The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 1 and 2 inputs. See Note 11, 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 New ABL Facility and Prior ABL Facility (as defined in Note 10, 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 10, Debt Obligations.

The New Term Loan and Prior Term Loan (as defined in Note 10, Debt Obligations) is carried at amortized cost; however, the Company estimates the fair value of the New Term Loan and Prior Term Loan for disclosure purposes. The fair values of the New Term Loan and Prior Term Loan are determined based on quoted prices that are observable in the marketplace and are classified as Level 2 measurements. See Note 10, Debt Obligations.

The following table sets forth the carrying amounts and fair values of the New Term Loan and Prior Term Loan:


	December 31, 2024				December 31, 2023
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
New Term Loan, net	$	260,446	$	264,353	$	—	$	—
Prior Term Loan, net	$	—	$	—	$	300,052	$	300,052

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The Company had goodwill of $253.3 million, net of accumulated impairment loss of $1,166.7 million as of December 31, 2024, and goodwill of $302.4 million, net of accumulated impairment loss of $1,083.6 million as of December 31, 2023. Accumulated impairment loss is only related to the Thryv Marketing Services reporting unit. As of December 31, 2024, the Company had $28.7 million of tax deductible goodwill.

The Company currently has two reporting units. Accordingly, the Company assessed its goodwill for impairment under a two reporting unit structure as of October 1, 2024.

Goodwill Impairment

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 goodwill impairment test requires measurement of the fair value of the Company's reporting units, which is compared to the carrying value of the reporting units, including goodwill. Each reporting unit is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. Assessing the recoverability of goodwill requires estimates and assumptions about revenue, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors.

In the first quarter of 2024, the Company changed its reporting structure from four to two reporting units. Accordingly, the Company assessed its goodwill for impairment under a four reporting unit structure prior to the assessment. Upon completion of this assessment, the Company determined that no impairment existed. Subsequent to this review and after allocating goodwill to the new reporting units based on relative fair value, the Company reassessed goodwill for impairment at the new reporting unit level (i.e., the Marketing Services and SaaS reporting units). Based upon each of these assessments, the Company determined no impairment existed for either of the Company's reporting units.

Based on the initial success of client conversions from digital Marketing Services solutions to SaaS offerings, the Company made a strategic decision during the third quarter of 2024 to terminate its Marketing Services solutions by the end of 2028. This strategic decision resulted in an additional accelerated decline in estimated future cash flows from Marketing Services, partially offset by operating cost savings from terminating our Marketing Services solutions, and the Company concluded a triggering event had occurred in the Thryv Marketing Services reporting unit during the third quarter of 2024. As a result, the Company recorded a non-cash impairment charge of $83.1 million during the third quarter of 2024, reducing the goodwill in its Thryv Marketing Services reporting unit to zero.

The Company engaged a third-party valuation firm to assist it in the development of the assumptions and the Company’s determination of the fair value of its reporting units for this interim impairment test. The estimated fair value of Thryv’s Marketing Services reporting unit was below its carrying value, including goodwill. The historical secular decline in industry demand for Print services, the historical trending decline in the Company’s Marketing Services client base, continued competition in the consumer search and display space and the projected decline in cash flows from an estimated conversion of certain clients from digital Marketing Services solutions to SaaS offerings impacted the assumptions used to estimate the discounted future cash flows of the Thryv’s Marketing Services reporting unit for purposes of performing the goodwill impairment test.

The fair value of the Company's SaaS reporting unit significantly exceeded its carrying value.

The Company performed a qualitative assessment as of October 1, 2024 and determined that it was not more likely than not that the fair value of the SaaS reporting unit was less than its carrying value and that no impairment existed. Additionally, the Company concluded that an impairment triggering event did not occur during the three months ended December 31, 2024.

During the year ended December 31, 2023, the Company recorded goodwill impairment charges of $268.8 million in its Thryv Marketing Services reporting unit. During the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $102.0 million in its Thryv Marketing Services reporting unit.

The following table sets forth the changes in the carrying amount of goodwill for each of the Company's reporting units for the years ended December 31, 2024 and 2023:


(in thousands)	Thryv Marketing Services		Thryv SaaS		Total
Balance as of December 31, 2022	$	347,120	$	218,884	$	566,004
Yellow Acquisition (1)	5,129		—		5,129
Impairments	(268,800)		—		(268,800)
Effects of foreign currency translation	67		—		67
Balance as of December 31, 2023	$	83,516	$	218,884	$	302,400
Keap Acquisition (2)	—		34,434		34,434
Impairments	(83,094)		—		(83,094)
Effects of foreign currency translation	(422)		—		(422)
Balance as of December 31, 2024	$	—	$	253,318	$	253,318

(1) Yellow was included in the Thryv Marketing Services reporting unit.

(2) Keap was included in the Thryv SaaS reporting unit.

Intangible Assets

The Company had definite-lived intangible assets of $34.3 million and $18.8 million as of December 31, 2024 and 2023, respectively.

As a result of our strategic decision to terminate our Marketing Services solutions by the end of 2028, the Company evaluated its intangible assets and other long-lived assets for impairment during the third quarter of 2024, all within the Marketing Services reporting unit. Based on the Company’s analysis, the carrying values of the Company’s definite-lived intangible assets and other long-lived assets were determined to be recoverable, and no impairment was recognized. Accordingly, no impairment charges were recorded during the years ended December 31, 2024 and 2023, respectively.

The following tables set forth the details of the Company's intangible assets as of December 31, 2024 and 2023:


	As of December 31, 2024
(in thousands)	Gross		Accumulated Amortization		Net		Weighted Average Remaining Amortization Period in Years
Client relationships	$	818,781	$	(790,891)	$	27,890	7.4
Trademarks and domain names	228,021		(221,936)		6,085		7.4
Covenants not to compete	5,221		(4,937)		284		0.5
Total intangible assets	$	1,052,023	$	(1,017,764)	$	34,259	7.4


	As of December 31, 2023
(in thousands)	Gross		Accumulated Amortization		Net		Weighted Average Remaining Amortization Period in Years
Client relationships	$	799,882	$	(787,736)	$	12,146	1.4
Trademarks and domain names	224,423		(220,886)		3,537		1.9
Covenants not to compete	10,446		(7,341)		3,105		0.8
Total intangible assets	$	1,034,751	$	(1,015,963)	$	18,788	1.4

Amortization expense for intangible assets for the years ended December 31, 2024, 2023, and 2022 was $16.0 million, $25.5 million, and $51.5 million, respectively.

Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows:


(in thousands)	Estimated Future Amortization Expense
2025	$	8,300
2026	5,930
2027	4,583
2028	4,223
2029	3,762
Thereafter	7,461
Total	$	34,259

Allowance for Credit Losses

12 Months Ended

Dec. 31, 2024

Credit Loss [Abstract]

Allowance for Credit Losses

The following table sets forth the Company's allowance for credit losses:


(in thousands)	2024		2023		2022
Balance as of January 1	$	14,961	$	14,799	$	17,475

Additions (1)	16,882		18,664		16,516
Deductions (2)	(18,763)		(18,502)		(19,192)
Balance as of December 31 (3)	$	13,080	$	14,961	$	14,799

(1)For the years ended December 31, 2024, 2023, and 2022, the Company recorded a provision for credit losses of $16.9 million, $18.7 million, and $16.5 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive (loss) income.

(2)For the years ended December 31, 2024, 2023, and 2022, represents amounts written off as uncollectible, net of recoveries.

(3)As of December 31, 2024, and 2023, $13.1 million, and $14.9 million of the allowance is attributable to Accounts receivable, respectively. For both periods, less than $0.1 million is attributable to Contract assets. The Company expects to collect substantially all of its long-term unbilled balance.

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.

Fixed Assets and Capitalized Software

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

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, 2024		December 31, 2023
Capitalized software	$	187,721	$	154,590
Computer and data processing equipment	36,224		39,077
Other	1,268		1,314
Fixed assets and capitalized software	$	225,213	$	194,981
Less: accumulated depreciation and amortization	180,735		156,382
Total fixed assets and capitalized software, net	$	44,478	$	38,599

Depreciation and amortization expense associated with the Company's fixed assets and capitalized software was as follows:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Amortization of capitalized software	$	30,905	$	30,087	$	29,882
Depreciation of fixed assets	5,888		7,709		6,976
Total depreciation and amortization expense	$	36,793	$	37,796	$	36,858

Accrued Liabilities

12 Months Ended

Dec. 31, 2024

Payables and Accruals [Abstract]

Accrued Liabilities

The following table sets forth additional financial information related to the Company's accrued liabilities:


(in thousands)	December 31, 2024		December 31, 2023
Accrued salaries and related expenses	$	52,144	$	57,357
Accrued expenses	38,513		39,714
Accrued taxes	4,805		8,832

Accrued liabilities	$	95,462	$	105,903

The following table sets forth additional information related to severance expense incurred by the Company and recorded to General and administrative expense during the periods presented:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Severance Expense
Thryv Marketing Services	$	7,347	$	4,148	$	2,813
Thryv SaaS	5,321		1,686		678
Total	$	12,668	$	5,834	$	3,491

Severance payments made by the Company during the years ended December 31, 2024, 2023, and 2022 totaled $9.1 million, $4.6 million, and $2.6 million, respectively.

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

The Company has entered into operating lease agreements for certain facilities and equipment, with remaining terms of approximately one to two years and that 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.

During the years ended December 31, 2024 and 2023, the Company recorded no operating lease right-of-use asset impairment charges.

During the year ended December 31, 2022, the Company recorded operating lease right-of-use asset impairment charges of $0.2 million due to the Company's decision to consolidate operations at certain locations. Approximately $0.2 million and less than $0.1 million of the impairment charge was recorded in the Thryv Marketing Services and Thryv SaaS segments, respectively.

During the fourth quarter of 2024, the Company announced its intent to partially abandon the Keap headquarters office building in Chandler, Arizona (“Chandler”) as of December 2024. As a result, during the year ended December 31, 2024, the Company recorded $4.2 million of accelerated amortization costs related to this partial abandonment of the Chandler office building, which currently has a lease end date of December 31, 2026.

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)	2024		2023		2022
Operating lease cost	$	3,023	$	5,201	$	9,087
Short-term lease cost	2,543		154		1,854
Sublease income	—		(1,348)		(2,389)
Total lease cost	$	5,566	$	4,007	$	8,552

The following table sets forth supplemental balance sheet information related to the Company's operating leases:


(in thousands)	December 31, 2024		December 31, 2023
Assets
Operating lease right-of-use assets, net (1)	$	2,423	$	2,716

Liabilities
Current portion of long-term lease liability (2)	7,849		7,299
Long-term lease liability (3)	2,806		5,832
Total operating lease liability	$	10,655	$	13,131

(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)	2024		2023		2022
Cash flows from operating activities
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases	$	9,301	$	11,997	$	15,313

Supplemental lease cash flow disclosure
Right-of-use assets obtained in exchange for new operating lease liabilities	$	5,904	$	—	$	—

The following table sets forth additional information related to the Company's operating leases:


	Years Ended December 31,
	2024		2023		2022
Weighted-average remaining lease term - Operating leases (in years)	1.5		1.7		2.3
Weighted-average discount rate - Operating leases	8.9	%	9.0	%	9.0	%

The following table sets forth, by year, the maturities of operating lease liabilities as of December 31, 2024:


(in thousands)	Operating Leases
2025	$	8,855
2026	2,841
2027	83
2028	—
2029	—
Thereafter	—
Total undiscounted lease payments	$	11,779
Less: imputed interest	1,124
Present value of operating lease liability	$	10,655

Debt Obligations

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt Obligations

The following table sets forth the Company's outstanding debt obligations as of December 31, 2024 and 2023:


(in thousands)	Maturity	Interest Rate		December 31, 2024		December 31, 2023
New Term Loan	May 1, 2029	SOFR +	6.75%	$	271,250	$	—
Prior Term Loan	March 1, 2026	SOFR +	8.5%	—		309,368
New ABL Facility	May 1, 2028	SOFR +	2.50% - 2.75%	23,891		—
Prior ABL Facility	March 1, 2026	SOFR +	3.0%	—		48,845
Unamortized original issue discount and debt issuance costs				(10,804)		(9,316)
Total debt obligations				$	284,337	$	348,897
Current portion of Term Loan				(13,125)		(70,000)
Total long-term debt obligations				$	271,212	$	278,897

New Term Loan

On May 1, 2024, the Company entered into a new Term Loan Credit Agreement (the “New Term Loan”), the proceeds of which were used to refinance and pay off in full the Company’s previous term loan facility (the “Prior Term Loan” and together with the New Term Loan, the “Term Loan”) and to pay fees and expenses related to the refinancing.

The New Term Loan established a senior secured term loan facility (the “New Term Loan Facility”) in an aggregate principal amount equal to $350.0 million, of which 40.0% was held by a related party who was an equity holder of the Company as of May 1, 2024. The Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of December 31, 2024, 40.0% of the New Term Loan was held by a related party who was an equity holder of the Company as of that date.

The New Term Loan Facility matures on May 1, 2029 and borrowings under the New Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum equal to (i) 6.75% (for SOFR loans) and (ii) 5.75% (for base rate loans). The New Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the first two years following the closing date of the New Term Loan, and (ii) $35.0 million per year thereafter. As a result of $39.4 million of prepayments made during the year ended December 31, 2024, the Company's mandatory amortization payments for the next 12 months total $13.1 million.

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.

The net proceeds from the New Term Loan of $337.5 million (net of original issue discount costs of $6.3 million and third-party fees of $6.2 million) were used to repay the remaining $300.0 million outstanding principal balance of the Prior Term Loan, accrued interest of $3.8 million, and third-party fees of $0.6 million. The Company accounted for this transaction as a modification for lenders that were party to both the Prior Term Loan and New Term Loan. The debt of the new lenders that were party to the New Term Loan are new issuances, while the other lenders that were party to only the Prior Term Loan were accounted for as an extinguishment.

Accordingly, total third-party fees paid were $6.2 million, of which $2.0 million was immediately charged to General and administrative expense on the Company's consolidated statement of operations and comprehensive (loss) income. The remaining third-party fees of $4.2 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the New Term Loan, using the effective interest method. Additionally, there were unamortized debt issuance costs which includes third-party fees and original issue discount costs of $7.8 million on the Prior Term Loan, of which $5.4 million was written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statement of operations and comprehensive (loss) income. The remaining unamortized debt issuance costs of $2.4 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the New Term Loan, using the effective interest method.

The Company has recorded accrued interest of $0.3 million and $1.1 million as of December 31, 2024 and December 31, 2023, respectively. Accrued interest is included in Other current liabilities on the Company's consolidated balance sheets.

New Term Loan Covenants

The New Term Loan Facility contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the term loans.

Additionally, the Company is required to maintain compliance with (a) a maximum “Total Net Leverage Ratio”, calculated as the ratio of “Consolidated Total Net Indebtedness” to “Consolidated EBITDA” (in each case, as defined in the New Term Loan), which shall not be 3.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “SaaS Revenue” (as defined in the New Term Loan), which shall not be less than the quarterly thresholds set forth in the New Term Loan Agreement as of the last day of each fiscal quarter. As of December 31, 2024, the Company was in compliance with its New Term Loan covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

New ABL Facility

On May 1, 2024, the Company entered into a new Credit Agreement (the “ABL Credit Agreement”), which established a new $85.0 million asset-based revolving loan facility (the “New ABL Facility”). The New ABL Facility refinanced the Company’s previous asset-based revolving loan facility (the “Prior ABL Facility” and together with the New ABL Facility, the “ABL Facility”). Proceeds of the New ABL Facility may be used by the Company for ongoing general corporate purposes and working capital.

The New ABL Facility matures on May 1, 2028 and borrowings under the New ABL Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum, depending on the average excess availability under the New ABL Facility, equal to (i) 2.50% to 2.75% (for SOFR loans) and (ii) 1.50% to 1.75% (for base rate loans). The fee for undrawn commitments under the New ABL Facility is equal to 0.375% per annum.

The Company accounted for this transaction as an extinguishment of the Prior ABL Facility. Total third-party fees and lender fees of $1.3 million associated with the New ABL Facility, were deferred as debt issuance costs and will be amortized as interest expense, over the term of the New ABL Facility. Additionally, the unamortized debt issuance costs associated with the Prior ABL Facility of $1.2 million, were written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statement of operations and comprehensive (loss) income.

As of December 31, 2024 and December 31, 2023, the Company had debt issuance costs with a remaining balance of $1.1 million and $1.4 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets.

As of December 31, 2024, the Company had borrowing base availability of $56.9 million. As a result of certain restrictions in the Company's debt agreements, as of December 31, 2024, approximately $46.5 million was available to be drawn upon under the New ABL Facility.

New ABL Facility Covenants

The ABL Credit Agreement contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the revolving loans.

Additionally, the Company is required to maintain compliance with (a) a minimum “Fixed Charge Coverage Ratio”, calculated as the ratio of “Consolidated EBITDA” minus unfinanced capital expenditures to “Fixed Charges” (in each case, as defined in the ABL Credit Agreement), which shall not be less than 1.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. As of December 31, 2024, the Company was in compliance with its ABL Credit Agreement covenants. The Company also expects to be in compliance with these covenants for the next twelve months.

Future Cash Commitments

The following table sets forth future cash commitments associated with the Company's New Term Loan and New ABL Facility:


(in thousands)	Debt Obligations
2025	$	13,125
2026	39,375
2027	35,000
2028	58,891
2029	148,750
Total future cash commitments	$	295,141

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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-Subparagraph (a)(1)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Pensions

12 Months Ended

Dec. 31, 2024

Retirement Benefits [Abstract]

Pensions

The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

The Company immediately recognizes actuarial gains and losses in its operating results in the 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 Benefit

The following table details the Other components of net periodic pension benefit for the Company's pension plans:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Interest cost	$	19,295	$	21,386	$	14,017
Expected return on assets	(12,971)		(13,752)		(13,534)
Settlement gain	—		(407)		(1,492)
Remeasurement gain	(31,130)		(9,946)		(43,603)
Net periodic pension benefit	$	(24,806)	$	(2,719)	$	(44,612)

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 benefit:


	Years Ended December 31,
	2024		2023		2022
Pension benefit obligations discount rate	4.95	%	5.14	%	2.77	%
Interest cost discount rate	4.90	%	5.10	%	2.37	%
Expected return on plan assets, net of administrative expenses	4.08	%	4.04	%	3.18	%
Interest crediting rate	3.51	%	3.02	%	3.02	%
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,
	2024		2023
Pension benefit obligations discount rate	5.52	%	4.95	%
Interest crediting rate	3.76	%	3.51	%
Rate of compensation increase	N/A		N/A

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)	2024		2023
Change in Benefit Obligations
Balance as of January 1	$	408,950	$	444,899
Interest cost	19,295		21,386
Actuarial (gain) loss, net	(28,103)		501
Benefits paid	(33,306)		(57,836)
Balance as of December 31	$	366,836	$	408,950

Change in Plan Assets
Balance as of January 1	$	339,046	$	371,498
Plan contributions	6,545		778
Actual return on plan assets, net of administrative expenses	15,998		24,605
Benefits paid	(33,306)		(57,835)
Balance as of December 31	$	328,283	$	339,046

Funded Status as of December 31 (plan assets less benefit obligations)	$	(38,553)	$	(69,904)

The accumulated obligations for all defined pension plans was $366.8 million and $409.0 million as of December 31, 2024 and 2023, 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, 2024, 2023 and 2022:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Qualified plans	$	6,000	$	—	$	22,500
Non-qualified plans	515		778		742

For fiscal year 2025, the Company expects to contribute approximately $6.0 million to the qualified plans and approximately $0.5 million to the non-qualified plans.

The net actuarial gain in the benefit obligations of $31.1 million for the year ended December 31, 2024 was a result of gains attributable to increasing discount rates due to changes in corporate bond markets, actuarial assumption updates to reflect recent plan experience and current market conditions, plan experience different than expected, and actual asset performance exceeding expectations.

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, 2024		December 31, 2023
Current liabilities	$	(539)	$	(516)
Long-term liabilities	(38,014)		(69,388)
Total pension liability as of December 31	$	(38,553)	$	(69,904)

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, 2024		December 31, 2023
Accumulated benefit obligations	$	320,242	$	408,950
Projected benefit obligations	320,242		408,950
Plan assets	280,325		339,046

Expected Cash Flows

The following table sets forth the Company's expected future pension benefit payments:


(in thousands)	Expected Future Pension Benefit Payments
2025	$	41,217
2026	37,762
2027	36,220
2028	35,129
2029	33,433
2030 to 2034	148,846

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, 2024
(in thousands)	Total		Level 1 (Quoted Market Prices in Active Markets)		Level 2 (Significant Observable Input)		Level 3 (Unobservable Inputs)
Cash and cash equivalents	$	8,833	$	8,833	$	—	$	—
Equity funds	77,614		77,614		—		—
U.S. treasuries and agencies	18,044		—		18,044		—
Corporate bond funds	138,680		138,680		—		—
Total	$	243,171	$	225,127	$	18,044	$	—
Hedge funds-investments measured at net asset value (“NAV”) as a practical expedient	85,112
Total plan assets	$	328,283


	December 31, 2023
	Total		Level 1 (Quoted Market Prices in Active Markets)		Level 2 (Significant Observable Input)		Level 3 (Unobservable Inputs)
Cash and cash equivalents	$	3,475	$	3,475	$	—	$	—
Equity funds	32,540		32,540		—		—
U.S. treasuries and agencies	31,229		—		31,229		—
Corporate bond funds	189,697		189,697		—		—
Total	$	256,941	$	225,712	$	31,229	$	—
Hedge funds-investments measured at NAV as a practical expedient	82,105
Total plan assets	$	339,046

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.

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, 2024 and 2023, 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,
	2024		2023
Cash and cash equivalents	2.7	%	1.0	%
U.S. treasuries and agencies, corporate bond funds, and other fixed income	47.7	%	65.2	%
Equity funds	23.6	%	9.6	%
Hedge funds	25.9	%	24.2	%
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 2025, the expected rates of return, net of administrative expenses, for the Dex Pension Plan and the YP Holdings LLC Pension Plan are 5.0% and 5.9%, respectively, with a weighted-average expected rate of return of 5.2%. In 2024, the actual rates of return on assets for the Dex Pension Plan and the YP Holdings LLC Pension Plan were 6.0% and (1.0)%, respectively. In 2023, the actual rates of return on assets for the Dex Pension Plan and the YP Holdings LLC Pension Plan were 7.2% and 6.9%, 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, 2024, 2023 and 2022, the Company recorded total savings plan expense of $7.7 million, $9.0 million, and $9.2 million, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 715
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-Name Accounting Standards Codification
-Section S99
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation and Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

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. Any shares reserved for issuance, but unissued, forfeited or lapse unexercised under the 2016 Plan will be made available under the 2020 Plan for issuance. On May 18, 2021, the Company’s stockholders approved an amendment to the 2020 Plan to provide that commencing on January 1, 2022 and ending on (and including) January 1, 2030, there will be an 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, pending approval by the Compensation Committee of the Board. On January 1, 2022, the 2020 Plan share pool increased by 1,703,584 shares, 5% of the outstanding common stock of 34,071,684 shares on December 31, 2021. On January 1, 2023, the 2020 Plan share pool increased by 1,723,944 shares, 5% of the outstanding common stock of 34,478,892 shares on December 31, 2022. On January 1, 2024, the 2020 Plan share pool increased by 1,759,429 shares, 5% of the outstanding common stock of 35,188,599 shares on December 31, 2023. As of December 31, 2024, the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan was 5,627,647.

The following table sets forth stock-based compensation expense recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive (loss) income during the periods presented:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Cost of services	$	662	$	613	$	421
Sales and marketing	7,351		11,089		6,634
General and administrative	16,105		10,499		7,573
Stock-based compensation expense	$	24,118	$	22,201	$	14,628

The following table sets forth the Company's stock-based compensation expense by award type during the periods presented:


	Years Ended December 31,
(in thousands)	2024		2023		2022
RSUs	$	12,765	$	9,637	$	3,569
PSUs	9,747		9,372		3,141
Stock Options	459		1,674		6,156
ESPP	1,147		1,518		1,762
Stock-based compensation expense	$	24,118	$	22,201	$	14,628

Restricted Stock Units

The following table sets forth the Company's RSU activity during the years ended December 31, 2024, 2023 and 2022:


	Number of Restricted Stock Units	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021	—	—
Granted	525,735	$	25.93
Vested	(890)	—
Forfeited	(7,710)	26.09
Nonvested balance as of December 31, 2022	517,135	$	25.93
Granted	709,175	19.58
Vested	(208,345)	25.66
Forfeited	(25,501)	23.20
Nonvested balance as of December 31, 2023	992,464	$	21.52
Granted	891,598	18.42
Vested	(455,517)	22.10
Forfeited	(241,119)	19.31
Nonvested balance as of December 31, 2024	1,187,426	$	19.42

The total fair value of RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $10.1 million, $5.3 million, and less than $0.1 million, respectively.

The Company grants RSUs to the Company's employees and non-employee directors under the 2020 Plan. Pursuant to the RSU award agreements, each RSU entitles the recipient to one share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements.

The fair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest and are expensed on a straight-line basis over the requisite service period, which ranges between one year and three years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members.

As of December 31, 2024, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was $12.5 million and is expected to be recognized over a weighted-average period of 1.49 years.

During the year ended December 31, 2024, the Company issued an aggregate of 455,309 shares of common stock to employees and non-employee directors upon the vesting of RSUs previously granted under the 2020 Plan.

As of December 31, 2024, there were 1,187,426 RSUs expected to vest with a weighted-average grant date fair value of 19.42 per unit. As of December 31, 2023, there were 992,464 RSUs expected to vest with a weighted-average grant date fair value of 21.52 per unit.

Performance-Based Restricted Stock Units

The following table sets forth the Company's PSU activity during the years ended December 31, 2024, 2023 and 2022:


	Number of Performance-Based Restricted Stock Units	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021	—	—
Granted	473,371	$	26.76
Vested	—	—
Forfeited	—	—
Nonvested balance as of December 31, 2022	473,371	$	26.76
Granted	657,408	21.46
Vested	—	—
Forfeited	—	—
Nonvested balance as of December 31, 2023	1,130,779	$	23.68
Granted	693,936	18.89
Vested	(122,241)	26.33
Forfeited	(352,116)	22.31
Nonvested balance as of December 31, 2024	1,350,358	$	22.01

The total fair value of PSUs vested during the year ended December 31, 2024 was $3.2 million. No PSUs were vested during the years ended December 31, 2023 or 2022.

The Company grants PSUs to employees under the Company’s 2020 Plan. Pursuant to the PSU Award Agreement, each PSU entitles the recipient to up to 1.5 shares of the Company’s common stock, subject to certain performance measures set forth in individual agreements.

The PSUs will vest, if at all, following the achievement of certain performance measures over a three year performance period, relative to certain performance and market conditions. Grant date fair value of PSUs that vest relative to a performance condition are measured based upon the market closing price of the Company’s common stock on the date of grant and expensed on a straight-line basis when it becomes probable that the performance conditions will be satisfied, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. Grant date fair value of PSUs that vest relative to a market condition are measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. As of December 31, 2024, the nonvested balance of PSUs that vest based on performance and market conditions were 540,149 and 810,209, respectively.

As of December 31, 2024, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was $10.2 million and is expected to be recognized over a weighted average period of 1.14 years.

The following table sets forth the PSUs weighted-average fair values and assumptions used in the Monte Carlo simulation model during the periods presented:


	Years Ended December 31,
	2024			2023			2022
Weighted-average fair value	$	18.80		$	21.46		$	27.21
Dividend yield	—			—			—
Volatility	51.13		%	75.80		%	77.12		%
Risk-free interest rate	4.13		%	4.14		%	2.87		%
Expected life (in years)	2.99			2.99			2.66

Stock Options

No stock options were issued during the years ended December 31, 2024 or 2023.

In 2020, the Company granted stock options to certain employees and non-management directors that vest over the service period, which is a three-year to four-year period ending on October 15, 2024 and have a 10-year term from the date of grant.

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 following table sets forth the Company's stock options activity during the year ended December 31, 2024:


	Number of Stock Option Awards	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2023	401,075	$	12.62
Granted	—	—
Vested	(401,075)	12.62
Forfeited	—	—
Outstanding stock option awards expected to vest as of December 31, 2024	—	N/A

The following table reflects changes in the Company's outstanding stock option awards for the year ended December 31, 2024:


	2024
	Number of Stock Option Awards	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding stock option awards at January 1	3,309,222	$	11.65	5.52	$	28,781
Granted	—	—		—	—
Exercises (issuance of shares)	(604,360)	10.04		4.13	90
Forfeitures/expirations	—	—		—	—
Outstanding stock option awards as of December 31	2,704,862	$	12.01	4.60	$	7,540

Options exercisable as of December 31	2,704,862	$	12.01	4.60	$	7,540

As of December 31, 2024, there was no unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options, as all granted stock options were fully vested on October 15, 2024.

The following table reflects changes in the Company's outstanding stock option awards for the year ended December 31, 2023:


	2023
	Number of Stock Option Awards	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding stock option awards at January 1	3,533,507	$	11.62	6.52	$	26,070
Granted	—	—		—	—
Exercises (issuance of shares)	(216,549)	11.22		5.56	173
Forfeitures/expirations	(7,736)	10.35		6.95	91
Outstanding stock option awards at December 31	3,309,222	$	11.65	5.52	$	28,781

Options exercisable as of December 31	2,908,147	$	11.52	5.39	$	25,682

As of December 31, 2023, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was $0.5 million and was expected to be recognized over a weighted-average period of 0.1 years.

Proceeds from Exercises of Stock Options

Cash proceeds received from exercises of stock options during the years ended December 31, 2024, 2023 and 2022 were $8.9 million, $3.1 million and $2.8 million, respectively. The associated tax benefit from options exercised and RSUs issued were $3.8 million, $1.7 million and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Employee Stock Purchase Plan

The 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 149,983 shares were issued on June 30, 2024, and 114,055 shares were issued on December 31, 2024, for a total of 264,038 shares issued through the ESPP during the year ended December 31, 2024.

A total of 189,837 shares were issued on June 30, 2023, and 114,147 shares were issued on December 31, 2023, for a total of 303,984 shares issued through the ESPP during the year ended December 31, 2023.

A total of 157,250 shares were issued on June 30, 2022, and 114,945 shares were issued on December 31, 2022, for a total of 272,195 shares issued through the ESPP during the year ended December 31, 2022.

Share Repurchase Program

On April 30, 2024, the Board authorized a new share repurchase program (the “Share Repurchase Program”), under which the Company may repurchase up to $40.0 million in shares of common stock through April 30, 2029. The repurchase program will be subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s New Term Loan and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time.

On June 20, 2024, the Company repurchased approximately 26,495 shares of its outstanding common stock. The total purchase price of this transaction was approximately $0.5 million. The acquired shares were recorded as Treasury stock upon repurchase. As of December 31, 2024, $39.5 million remains available for common stock share repurchases.

Common Stock Offering

To finance the Keap Acquisition, the Company entered into an underwriting agreement (the “Underwriting Agreement”), dated October 29, 2024 with RBC Capital Markets, LLC (the “Underwriter”). The Company closed an underwritten public offering of 5,715,000 shares of common stock. The Company raised approximately $76.8 million in proceeds (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its New ABL Facility.

The Company granted the Underwriter an option to purchase up to an additional 857,250 shares of the Company’s common stock. On November 12, 2024, the Company sold 857,250 shares of its common stock to the Underwriter pursuant to the Underwriter’s exercise in full of such option to purchase additional shares. The Company raised approximately $11.5 million in proceeds (after deducting underwriting discounts and commissions) from the sale of these additional shares of its common stock. The Company also incurred approximately $0.9 million of offering expenses related to the public offering and the underwriter's option, which brought the total net proceeds of the offering to approximately $87.4 million (after deducting underwriting discounts and commissions and offering expenses).

Stock Warrants

As of December 31, 2022, the Company had fully vested outstanding warrants of 9,427,343 and the holders of such warrants were entitled to purchase, in the aggregate, up to 5,237,413 shares of common stock at an exercise price of $24.39 per common share. The warrants were issued in 2016 upon the Company's emergence from its pre-packaged bankruptcy.

During the year ended December 31, 2023, 1,173,348 warrants were exercised. Cash proceeds from exercises of stock warrants during the year ended December 31, 2023 was $15.9 million and is recorded in Proceeds from exercises of stock warrants in Cash flows from financing activities on the Company's consolidated statements of cash flows.

On August 15, 2023, 8,253,997 warrants expired unexercised. As of August 16, 2023, the Company did not have any warrants outstanding.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 14
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Earnings per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Earnings per Share

The following tables set forth the calculation of basic and diluted earnings per share for the years ended December 31, 2024, 2023 and 2022:


	Years Ended December 31,
(in thousands, except share and per share amounts)	2024		2023		2022
Basic net (loss) income per share:
Net (loss) income	$	(74,216)	$	(259,295)	$	54,348
Weighted-average common shares outstanding during the period	37,142,271		34,723,491		34,336,493
Basic net (loss) income per share	$	(2.00)	$	(7.47)	$	1.58


	Years Ended December 31,
(in thousands, except share and per share amounts)	2024		2023		2022
Diluted net (loss) income per share:
Net (loss) income	$	(74,216)	$	(259,295)	$	54,348


Basic shares outstanding during the period	37,142,271		34,723,491		34,336,493
Plus: Common stock equivalents associated with stock option awards	—		—		2,169,602
Diluted shares outstanding	37,142,271		34,723,491		36,506,095
Diluted net (loss) income per share	$	(2.00)	$	(7.47)	$	1.49

The computation of diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the years ended December 31, 2024, 2023, and 2022:


	Years Ended December 31,
	2024	2023	2022
Outstanding stock options	2,704,862	3,309,222	—
Outstanding RSUs	1,187,634	992,464	254,780
Outstanding PSUs	1,472,599	1,130,779	272,189
Outstanding ESPP shares	121,097	122,799	27,827
Outstanding stock warrants	—	3,489,662	2,618,707

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

The following table sets forth the components of the Company's (loss) income before income tax (expense) benefit:


	Years Ended December 31,
(in thousands)	2024		2023		2022
United States	$	(31,483)	$	(278,741)	$	68,706
Foreign	(34,515)		18,197		30,269
Total (loss) income before income tax (expense) benefit	$	(65,998)	$	(260,544)	$	98,975

The following table sets forth the components of the Company's income tax (expense) benefit:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Current tax (expense):
Federal	$	(5,316)	$	(1,870)	$	(42,065)
State and local	(1,800)		(1,542)		(6,579)
Foreign	(6,498)		(8,238)		(11,096)
Total current tax (expense)	(13,614)		(11,650)		(59,740)
Deferred tax benefit (expense):
Federal	5,748		7,789		9,096
State and local	(1,677)		(826)		(3,439)
Foreign	1,325		5,936		9,456
Total deferred tax benefit	5,396		12,899		15,113
Total income tax (expense) benefit	$	(8,218)	$	1,249	$	(44,627)

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,
	2024		2023		2022
Statutory federal tax rate	21.0	%	21.0	%	21.0	%
Foreign rate differential	5.7	%	0.3	%	0.1	%
State and local taxes, net of federal tax benefit	(10.1)	%	(0.8)	%	9.1	%
Change in value of indemnification asset	—	%	(0.9)	%	(0.4)	%
Non-deductible executive compensation	(3.7)	%	(1.0)	%	1.8	%
Stock compensation	0.2	%	—	%	—	%
Non-deductible transaction costs	(1.8)	%	(0.2)	%	0.1	%
Change in federal and state valuation allowance	5.2	%	0.1	%	(0.7)	%
Change in unrecognized tax benefits (including FBOS)	(3.8)	%	2.4	%	1.9	%
Bargain purchase gain	—	%	—	%	(2.2)	%
Non-deductible goodwill impairment	(32.8)	%	(21.7)	%	21.6	%
Federal research and development credit	3.2	%	0.6	%	(1.4)	%
Foreign exchange	2.2	%	(0.1)	%	(0.4)	%
Other, net	2.3	%	0.8	%	(5.4)	%
Effective tax rate	(12.4)	%	0.5	%	45.1	%

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)	2024		2023
Deferred tax assets
Allowance for doubtful accounts	$	3,887	$	4,405
Deferred and other compensation	15,184		16,662
Capital investments	—		3,790
Interest expense limitation	21,677		9,680
Fixed assets and capitalized software	27,781		14,786
Pension and other post-employment benefits	10,578		18,805
Operating lease liability	2,627		3,474
Reserve for facility exit costs	4,719		4,812
Net operating loss and credit carryforwards (1)	35,325		27,593
Non-compete and other agreements	24,375		37,615
Goodwill and other intangible assets	13,319		15,567
Other, net	13,436		8,361
Total deferred tax assets	$	172,908	$	165,550
Valuation allowance	(15,662)		(18,810)
Net deferred tax assets	$	157,246	$	146,740

Deferred tax liabilities
Goodwill and other intangible assets	$	—	$	(2,587)
Deferred costs	(1,754)		(3,368)
Investment in subsidiaries	(4,193)		(4,489)
Operating lease right-of-use assets	(5,323)		(5,582)
Fixed assets and capitalized software	(2,889)		(1,099)
Other, net	—		(2,676)
Total deferred tax (liabilities)	$	(14,159)	$	(19,801)
Net deferred tax asset	$	143,087	$	126,939

(1) For the year ended December 31, 2024, the Company had gross federal net operating loss carryforwards of $83.8 million, subject to an annual Section 382 limitation of $0.4 million. The Company also had net operating loss and credit carryforward deferred tax assets of $17.8 million and $20.9 million for the years ended December 31, 2024 and 2023, respectively, for state income tax purposes, which will begin to expire in 2025. Additionally, $1.1 million of the state net operating loss carryforward deferred tax asset is subject to a Section 382 limitation of $0.4 million.

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, 2024, 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 $15.7 million. For the year ended December 31, 2024, the Company recorded a net valuation allowance decrease of $3.1 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.

Valuation Allowance

The following table sets forth changes in the Company’s valuation allowance:


(in thousands)	2024		2023
Balance at beginning of period	$	18,810	$	21,109
Net change in valuation allowance	(3,148)		(2,299)
Balance at end of period	$	15,662	$	18,810

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. Tax years 2021 through 2023 are subject to examination by the Internal Revenue Service and tax years 2020 through 2023 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 dated August 29, 2018 for IRS adjustments related to the tax years 2012-2015, for which the Company has previously and adequately reserved. See Note 15, Contingent Liabilities. Keap is currently under audit with the IRS for tax year 2022 and is in the initial stages of responding to information requests. The Company is also currently under examination by the Florida Department of Revenue for tax years 2020 through 2022. 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)	2024		2023		2022
Balance at beginning of period	$	17,140	$	21,443	$	20,834
Gross additions for tax positions related to the current year	774		624		423
Gross additions for tax positions related to prior years	150		201		332
Gross reductions for tax positions related to prior years	—		(5,128)		—
Gross reductions for tax positions related to the lapse of applicable statute of limitations	—		—		(146)
Balance at end of period	$	18,064	$	17,140	$	21,443

For the year ended December 31, 2024, the Company's unrecognized tax benefit increased by $0.9 million, while for the year ended December 31, 2023, the Company's unrecognized tax benefit decreased by $4.3 million, and for the year ended December 31, 2022, the Company's unrecognized tax benefit increased by $0.6 million. The increase for the year ended December 31, 2024 was primarily attributable to the tax positions related to research and development credits claimed for tax years 2023 and 2024. The decrease for the year ended December 31, 2023 was primarily attributable to favorable developments with ongoing U.S. federal tax examinations, partially offset by the increase attributable to tax positions related to research and development credits claimed for tax years 2022 and 2023. The increase for the year ended December 31, 2022 was primarily attributable to tax positions related to research and development credits claimed for tax years 2021 and 2022 offset by the reduction for tax positions related to the lapse of applicable statute of limitations.

For the years ended December 31, 2024, 2023 and 2022, the Company had $18.1 million, $17.1 million, and $21.4 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 expense/(benefit) for income taxes in the Company's consolidated statements of operations and comprehensive (loss) income of $2.3 million, $(2.8) million, and $2.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Unrecognized tax benefits include $11.3 million, $9.0 million, and $11.7 million of accrued interest as of December 31, 2024, 2023, and 2022, respectively.

It is reasonably possible that the $18.1 million unrecognized tax benefit liability presented above for the year ended December 31, 2024, could decrease by $15.6 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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+ Details

Contingent Liabilities	12 Months Ended
Contingent Liabilities	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Contingent Liabilities	Contingent Liabilities Litigation The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates. The Company establishes reserves for the estimated losses on specific contingent liabilities for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, losses are considered probable, but the Company is not able to make a reasonable estimate of the liability because of the uncertainties related to the outcome or the amount or range of potential loss. For these matters, disclosure is made, 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 (loss) income, balance sheets or cash flows. Regulatory Matter In October 2024, the Company received a subpoena from the Division of Enforcement of the SEC requesting documents and information related to the Company’s previously publicly announced strategic conversion of its clients from its digital Marketing Services solutions platform to its SaaS solutions platform. The Company is cooperating fully. The SEC noted that the investigation is a fact-finding inquiry and does not mean that it has concluded that anyone has violated the law. Section 199 and Research and Development Tax Case Section 199 of the Internal Revenue Code of 1986, as amended (the “Tax Code”) provides for deductions for manufacturing performed in the U.S. The Internal Revenue Service (“IRS”) has taken the position that directory providers are not entitled to take advantage of the deductions because printing vendors are already taking deductions and only one taxpayer can claim the deduction. The Tax Code also grants tax credits related to research and development expenditures. The IRS also takes the position that the expenditures have not been sufficiently documented to be eligible for the tax credit. The Company disagrees with these positions. The IRS has challenged the Company's positions. With respect to the tax years 2012 through June 2015 for the YP LLC partnership, the IRS sent 90-day notices to DexYP on August 29, 2018. In response, the Company filed three petitions (in the names of various related partners) in U.S. Tax Court, and the IRS filed answers to those petitions. The three cases were consolidated by the court and were referred back to IRS Administrative Appeals for settlement negotiations, during which time the litigation was suspended. Several appeals conferences for YP have been held. The Company is working through ongoing settlement negotiations with the Appeals Officer related to the Section 199 disallowance. The Company and the IRS also reached an agreement regarding additional research and development tax credits for the tax years at issue whereby the IRS will allow more tax credits than were originally claimed on the tax returns. With respect to the tax year from July to December 2015 for the Print Media LLC partnership, the Company has been unsuccessful in its attempt to negotiate a settlement with IRS Appeals, and the IRS issued a 90-day notice to the Company. The Company filed a petition in the U.S. Tax Court to challenge the IRS denial. As of December 31, 2024 and December 31, 2023, the Company has reserved $28.3 million and $26.1 million, respectively, in connection with the Section 199 disallowance and less than $0.1 million related to the research and development tax credit disallowance. See Note 4, Fair Value Measurements, for a discussion of the Company's former indemnification asset related to these matters. On May 22, 2023, the Company received a draft Appeals Settlement document (“Draft Settlement”) from the IRS relating to the Section 199 tax case. Once finalized, the Draft Settlement will result in a decrease in the unrecognized tax benefit recorded for this tax position. During the year ended December 31, 2024, the Company recorded a measurement adjustment to the uncertain tax position liability to account for the new information received in the Draft Settlement. The Company is in continued discussion with the IRS regarding the finalization of this case and final tax impact that will result. As of December 31, 2024, the final resolution has not been issued by the Court. Accordingly, the Company does not consider the matter effectively settled.

Changes in Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Changes in Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the years ended December 31, 2024 and 2023.


(in thousands)	Accumulated Other Comprehensive Loss
	2024		2023
Beginning balance at January 1,	$	(15,191)	$	(16,261)
Foreign currency translation adjustment, net of tax expense of $0.1 million and $4.9 million, respectively	250		1,070
Ending balance at December 31,	$	(14,941)	$	(15,191)

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Information

The Company's chief operating decision maker (“CODM”) is the chief executive officer. The CODM monitors actual versus forecast results for segment adjusted EBITDA on a monthly basis to assess the performance of each segment and make decisions about allocating resources to each segment.

During the first quarter of 2024, the Company changed the internal reporting provided to the CODM. As a result, the Company reevaluated its segment reporting, as discussed in Note 1, Description of Business and Summary of Significant Accounting Policies. The Company manages its operations using two operating segments, which are also its reportable segments: (1) Thryv Marketing Services and (2) Thryv SaaS. Comparative prior periods have been recast to reflect the current presentation.

The Company does not allocate assets to its segments and the CODM does not evaluate performance or allocate resources based on segment asset data, and, therefore, such information is not presented.

The following tables summarize the operating results of the Company's reportable segments. Segment cost of services, Segment sales and marketing, and Segment general and administrative expenses presented below exclude the allocation of depreciation and amortization expense, stock-based compensation expense, restructuring and integration expenses, transactions costs and other expenses.


	Year Ended December 31, 2024
(in thousands)	Thryv Marketing Services		Thryv SaaS		Segment Totals
Segment revenue	$	480,680	$	343,476	$	824,156
Less:
Segment cost of services	168,932		96,319		265,251
Segment sales and marketing	97,119		146,389		243,508
Segment general and administrative	93,388		59,578		152,966
Segment Adjusted EBITDA	$	121,241	$	41,190	$	162,431


	Year Ended December 31, 2023
(in thousands)	Thryv Marketing Services		Thryv SaaS		Segment Totals
Segment revenue	$	653,244	$	263,717	$	916,961
Less:
Segment cost of services	222,977		88,135		311,112
Segment sales and marketing	149,982		117,023		267,005
Segment general and administrative	104,795		46,534		151,329
Segment Adjusted EBITDA	$	175,490	$	12,025	$	187,515


	Year Ended December 31, 2022
(in thousands)	Thryv Marketing Services		Thryv SaaS		Segment Totals
Segment revenue	$	986,042	$	216,346	$	1,202,388
Less:
Segment cost of services	304,487		78,752		383,239
Segment sales and marketing	202,774		120,771		323,545
Segment general and administrative	132,046		30,216		162,262
Segment Adjusted EBITDA	$	346,735	$	(13,393)	$	333,342

A reconciliation of the Company’s Income before income tax benefit (expense) to total Segment Adjusted EBITDA is as follows:


	Years Ended December 31,
(in thousands)	2024		2023		2022
(Loss) income before income tax benefit (expense)	$	(65,998)	$	(260,544)	$	98,975
Impairment charges	83,094		268,846		102,222
Depreciation and amortization expense	52,789		63,251		88,392
Interest expense	46,771		61,728		60,407
Stock-based compensation expense	24,118		22,201		14,628
Restructuring and integration expenses (1)	32,697		14,612		17,804
Loss on early extinguishment of debt	6,638		—		—
Non-cash loss (gain) from remeasurement of indemnification asset	—		10,734		(2,148)
Transaction costs (2)	5,145		373		6,119
Other components of net periodic pension benefit	(24,806)		(2,719)		(44,612)
Other	1,983		9,033		(8,445)
Total Segment Adjusted EBITDA	$	162,431	$	187,515	$	333,342

(1)Consists of expenses related to abandoned facilities costs, severance charges, integration expenses, and tax, accounting, and legal fees.

(2)Consists of expenses related to the Keap Acquisition, Yellow Acquisition, and Vivial Acquisition.

The following table sets forth the Company's disaggregation of Revenue based on services for the periods indicated:


	Years Ended December 31,
(in thousands)	2024		2023		2022
Thryv Marketing Services
Print	$	253,998	$	264,834	$	459,974
Digital	226,682		388,410		526,068
Total Thryv Marketing Services	480,680		653,244		986,042
Thryv SaaS	343,476		263,717		216,346
Revenue	$	824,156	$	916,961	$	1,202,388

Revenue by geography is based on the location of the customer. The following table sets forth the Company's disaggregation of Revenue based on geographic region for the periods indicated:


	Years Ended December 31,
(in thousands)	2024		2023		2022
United States	$	686,341	$	764,112	$	1,031,833
International	137,815		152,849		170,555
Revenue	$	824,156	$	916,961	$	1,202,388

Revenue from customers located in Australia that was attributed to the International region was approximately 14.4%, 15.3%, and 14.2% for the years ended December 31, 2024, 2023, and 2022, respectively. No other individual country from the International region contributed more than 10% of total revenue for the years ended December 31, 2024, 2023, or 2022.

The following table sets forth the Company's total long-lived assets by geographical region:


(in thousands)	December 31, 2024			December 31, 2023
United States	$	9,008		$	12,711
International	226			611
Total long-lived assets	$	9,234		$	13,322
Percentage of long-lived assets held outside of the United States	2		%	5		%

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (74,216)	$ (259,295)	$ 54,348

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We have established processes and policies for assessing, identifying and remediating material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology Cybersecurity Framework. Our processes are focused on: (i) effecting organizational education on how to manage cybersecurity risks, (ii) implementing safeguards to protect our systems, (iii) detecting the occurrence of a cybersecurity incident, (iv) responding to a cybersecurity incident and (v) recovering from a cybersecurity incident. Additionally, we have a cybersecurity incident response plan including specific responsive protocols administered by an incident response team, led by our Vice President of Information Technology and comprised of other members of management. As a part of our organizational education on risk management, we require that employees annually complete information and privacy training. We also administer employee awareness training around phishing, malware, and other cyber risks on an ad hoc basis as necessary to enhance our protection efforts. We actively engage with key vendors and industry participants as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures. For example, our incident response team conducts periodic tabletop exercises with outside consultants to ensure adherence to our cybersecurity incident response plan. Additionally, we maintain insurance coverage for cybersecurity insurance as part of our overall insurance portfolio. As of December 31, 2024, we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition. For a discussion of risks from cybersecurity threats that could be reasonably likely to materially affect us, please see “Risk Factors - An information security breach of our systems or our data centers operated by third-party providers, the loss of, or unauthorized access to, client information, or a system disruption could have a material adverse effect on our business, market brand, financial condition and results of operations.”
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have established processes and policies for assessing, identifying and remediating material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology Cybersecurity Framework. Our processes are focused on: (i) effecting organizational education on how to manage cybersecurity risks, (ii) implementing safeguards to protect our systems, (iii) detecting the occurrence of a cybersecurity incident, (iv) responding to a cybersecurity incident and (v) recovering from a cybersecurity incident. Additionally, we have a cybersecurity incident response plan including specific responsive protocols administered by an incident response team, led by our Vice President of Information Technology and comprised of other members of management.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our information security program is managed by a dedicated Vice President of Information Technology (“VP of IT”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes. The VP of IT has the relevant expertise in understanding risks from cybersecurity threats and has extensive experience managing cybersecurity risk management programs. Additionally, the VP of IT has served in various leadership roles in information technology and information security for over 20 years. The VP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and senior management. We also actively engage with key vendors and industry participants as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and senior management.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The VP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and senior management. We also actively engage with key vendors and industry participants as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.
Cybersecurity Risk Role of Management [Text Block]	The VP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and senior management.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our information security program is managed by a dedicated Vice President of Information Technology (“VP of IT”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes. The VP of IT has the relevant expertise in understanding risks from cybersecurity threats and has extensive experience managing cybersecurity risk management programs. Additionally, the VP of IT has served in various leadership roles in information technology and information security for over 20 years. The VP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and senior management. We also actively engage with key vendors and industry participants as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The VP of IT has the relevant expertise in understanding risks from cybersecurity threats and has extensive experience managing cybersecurity risk management programs. Additionally, the VP of IT has served in various leadership roles in information technology and information security for over 20 years.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The VP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape. Our program is regularly evaluated by internal and external experts, with the results of those reviews reported quarterly to the Audit Committee and senior management.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Description of Business and Summary of Significant Accounting Policies (Policies)