XML 37 R12.htm IDEA: XBRL DOCUMENT v3.25.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets 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 SaaSTotal
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 translation67 — 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)GrossAccumulated
Amortization		NetWeighted
Average
Remaining
Amortization
Period in Years
Client relationships$818,781 $(790,891)$27,890 7.4
Trademarks and domain names228,021 (221,936)6,085 7.4
Covenants not to compete5,221 (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)GrossAccumulated
Amortization		NetWeighted
Average
Remaining
Amortization
Period in Years
Client relationships$799,882 $(787,736)$12,146 1.4
Trademarks and domain names224,423 (220,886)3,537 1.9
Covenants not to compete10,446 (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 
20265,930 
20274,583 
20284,223 
20293,762 
Thereafter7,461 
Total$34,259