Delaware
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001-35895
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13-2740040
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas
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75261
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(Address of Principal Executive Offices)
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(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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THRY
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Nasdaq Capital Market
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Item 2.02.
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Results of Operations and Financial Condition.
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Item 7.01.
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Regulation FD Disclosure.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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Press release, dated February 22, 2021, issued by Thryv Holdings, Inc.
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THRYV HOLDINGS, INC.
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||||
Date: February 22, 2021
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By:
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/s/ Paul D. Rouse
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Name:
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Paul D. Rouse | ||
Title:
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Chief Financial Officer, Executive Vice
President and Treasurer
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• |
SaaS revenue was $34.9 million, an 8% increase year-over-year. Our guidance was $33 million
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• |
Marketing Services revenue was $212.1 million. Our guidance range was $190-$200 million
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Total revenue was $246.9 million. Our guidance range was $223-$233 million
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Net income was $109.8 million
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Adjusted EBITDA was $71.6 million. Our guidance range was $58-$63 million
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SaaS revenue was $129.8 million. Our guidance was $128 million
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Marketing Services revenue was $979.6 million. Our guidance range was $955-$965 million
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Total revenue was $1,109.4 million. Our guidance range was $1,083-$1,093 million
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Net income was $149.2 million
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Adjusted EBITDA was $371.8 million. Our guidance range was $358-$363 million
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SaaS ARPU increased to $293 in the fourth quarter, up from $260 in the third quarter of 2020
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Total SaaS clients ending the fourth quarter of 2020 was 44.0 thousand, flat when compared to the third quarter of 2020
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SaaS monthly churn improved to 2.4% in the fourth quarter, down from 2.7% in the third quarter of 2020
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Leverage Ratio was 1.3x in the fourth quarter, as defined in the Thryv, Inc. credit agreement
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Total Debt repayment was $186.1 million for fiscal year 2020. Term loan and ABL ending balances for the fourth quarter of 2020 were $449.6 million and $79.2 million, respectively
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SaaS revenue between $139 – $143 million
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Marketing Services revenue between $740 - $760 million
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Three Months Ended December 31,
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Year Ended December 31,
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|||||||||||||||
Unaudited; in thousands
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2020
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2019
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2020
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2019
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||||||||||||
Total Revenue
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$
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246,928
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$
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345,130
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$
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1,109,435
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$
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1,421,374
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||||||||
SaaS Revenue
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34,870
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32,407
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129,824
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128,579
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||||||||||||
Marketing Services Revenue
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212,058
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312,723
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979,611
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1,292,795
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Net income (loss)
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109,800
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(2,053
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)
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149,221
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35,504
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Adjusted EBITDA (1)
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71,631
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122,505
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371,839
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481,633
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(1) |
Refer to “Non-GAAP Measures” below for the reconciliation to the most comparable GAAP measure
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Three Months Ended December 31,
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Year Ended December 31,
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|||||||||||||||
2020
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2019
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2020
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2019
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Reconciliation of Adjusted EBITDA
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||||||||||||||||
Net income (loss)
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$
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109,800
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$
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(2,053
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)
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$
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149,221
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$
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35,504
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|||||||
Interest expense
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14,988
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21,883
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68,539
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92,951
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(Benefit) provision for income taxes (1)
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(118,306
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)
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(798
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)
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(107,983
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)
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18,062
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|||||||||
Depreciation and amortization expense
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35,640
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50,985
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146,523
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206,270
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||||||||||||
Loss on early extinguishment of debt
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—
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—
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—
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6,375
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Restructuring and integration expenses (2)
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4,557
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9,098
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28,459
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40,290
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Transaction costs (3)
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6,320
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5,938
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20,999
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6,081
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Stock-based compensation expense (benefit) (4)
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1,300
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4,583
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(2,895
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)
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14,119
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|||||||||||
Other components of net periodic pension cost (5)
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10,924
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33,364
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42,236
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53,161
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Non-cash loss (gain) from remeasurement of indemnification asset (6)
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1,565
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(553
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)
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5,443
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4,093
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|||||||||||
Impairment charges (7)
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5,497
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611
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24,911
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5,670
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Other (8)
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(654
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)
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(553
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)
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(3,614
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)
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(943
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)
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Adjusted EBITDA
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$
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71,631
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$
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122,505
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$
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371,839
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$
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481,633
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(1) |
Income tax benefit of $118.3 million and $108.0 million recorded during the three months and year ended December 31, 2020, respectively, is primarily attributable to a partial release of the Company’s valuation allowance on the basis of
management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized.
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(2) |
For the three months and year ended December 31, 2020, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, loss on disposal of fixed assets and capitalized software, and costs
associated with abandoned facilities and system consolidation. A portion of the severance benefits, amounting to $5.0 million, resulted from COVID-19. For the three months and year ended December 31, 2019, restructuring and integration
charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs related to the YP Acquisition.
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(3) |
Expenses related to the Company's direct listing and other transaction costs.
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(4) |
The Company records stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards. Prior to October 1, 2020, stock-based compensation expense includes the
remeasurement of these awards at each period end.
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(5) |
Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of other components of net periodic
pension cost relates to the mark to market pension remeasurement.
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(6) |
In connection with the YP Acquisition, the seller provided the Company indemnity for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the Acquisition Date.
The indemnity covers potential losses in excess of $8.0 million and is capped at an amount equal to the lesser of the uncertain tax position liability or the current fair value of the 1,804,715 shares of the Company's common stock issued to
the seller as part of the purchase consideration.
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(7) |
Impairment charges of $5.5 million and $24.9 million recorded during the three months and year ended December 31, 2020, respectively, are primarily due to the Company closing certain office buildings as part of becoming a “Remote First”
company and consolidating operations at certain locations. Impairment charges of $0.6 million and $5.7 million recorded during the three months and year ended December 31, 2019, respectively, are due to consolidating operations at certain
locations and are included in Restructuring and integration charges in the consolidated statements of operations.
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(8) |
Other primarily includes expenses related to potential non-income based tax liabilities.
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