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What changed in Thryv Holdings, Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Thryv Holdings, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+310 added−418 removedSource: 10-K (2024-02-22) vs 10-K (2023-02-23)

Top changes in Thryv Holdings, Inc.'s 2023 10-K

310 paragraphs added · 418 removed · 255 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

62 edited+13 added−37 removed38 unchanged
Biggest changeWe compete with single-point solution providers across many features. Many of these products are low-cost and some have been in the market longer than Thryv. • Vertical Solutions. Vertical solutions exist in many categories, including Home Services, Health & Wellness, Animal Services, Professional Services and Educational Services. Competitors have studied these categories and customized their products for the applicable category.
Biggest changeSaaS Competitors In our SaaS business, we believe we compete with three general categories of competitors: • Point Solution Providers. We compete with single-point solution providers across many features. Many of these products are low-cost and some have been in the market longer than Thryv. • Vertical Solutions.
Our nationwide field sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from our competitors. We derive a competitive advantage from our industry experience, sizable sales force, and Thryv platform. Existing and potential SMBs have choices when selecting SaaS solutions.
Our nationwide field sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from our competitors. We derive a competitive advantage from our industry experience, sizable sales force, and our Thryv platform. Existing and potential SMBs have choices when selecting SaaS solutions.
We possess certain intellectual property relating to Thryv®, Thryv Leads®, and our Marketing Services offerings, including but not limited to the following: • trademark protection on brands, taglines, and products; • proprietary roadmap and product stack with proprietary code; • machine-learning algorithms and techniques; • notice of allowance on a patent related to systems and methods underlying Thryv Leads, which processes include the coordination among our lead estimator tool, lead scoring systems, budget allocation systems, and the SMB’s CRM system; • strategic alliances; • branding via proprietary print and online assets; and • copyright protections on work product.
We possess certain intellectual property relating to Thryv®, Thryv Leads®, and our Marketing Services offerings, including but not limited to the following: 10 • trademark protection on brands, taglines, and products; • proprietary roadmap and product stack with proprietary code; • machine-learning algorithms and techniques; • notice of allowance on a patent related to systems and methods underlying Thryv Leads, which processes include the coordination among our lead estimator tool, lead scoring systems, budget allocation systems, and the SMB’s CRM system; • strategic alliances; • branding via proprietary print and online assets; and • copyright protections on work product.
Among our benefit offerings, Virgin Pulse wellness programming has become a key motivator to good health and well-being. It is a user-friendly platform that encourages well-being, safety and performance, by providing friendly team-based competition, self-directed wellness journeys and incentives to build healthy habits and drive collaboration across Thryv.
Among our benefit offerings, Virgin Pulse wellness programming has become a key motivator to good health and well-being. It is a user-friendly platform that encourages well-being, safety and performance, by 9 providing friendly team-based competition, self-directed wellness journeys and incentives to build healthy habits and drive collaboration across Thryv.
This program aims to set up newly promoted people managers for success while developing a network of colleagues to draw support and counsel. 12 • The Mindful Manager Program is designed to provide people leaders the opportunity to invest in their own development through quarterly online coursework.
This program aims to set up newly promoted people managers for success while developing a network of colleagues to draw support and counsel. • The Mindful Manager Program is designed to provide people leaders the opportunity to invest in their own development through quarterly online coursework.
We maintain a library of high-quality, proprietary communications, including: • product features; • customer FAQ's; • our ideal client profile; • website images and content; • vertical industry templates and taxonomy; 13 • how-to-videos; and • articles, blogs, and guides on using and competing with digital marketing.
We maintain a library of high-quality, proprietary communications, including: • product features; • customer FAQ's; • our ideal client profile; • website images and content; • vertical industry templates and taxonomy; • how-to-videos; and • articles, blogs, and guides on using and competing with digital marketing.
Through a generous reimbursement program, we encourage employees to seek continuous education and personal development to support their career aspirations while contributing to Thryv’s collective growth and success. Eligible coursework may be aimed at the achievement of an Associate’s, Bachelor or Master’s degree or may be specialized in various certificate/certification programs. • Culture Team.
Through a generous reimbursement program, we encourage employees to seek continuous education and personal development to support their career aspirations while contributing to Thryv’s collective growth and success. Eligible coursework may be aimed at the achievement of an Associate’s, Bachelor or Master’s degree or may be specialized in various certificate/certification programs.
The goal is to easy the new hire’s integration into the Thryv culture, right from the start, and make them immediately feel included in Thryv’s mission and programs. • Accelerators Recognition Program. This program is designed to grow the connection and recognition of top performers who demonstrate our core values in their excellent performance.
The goal is to ease the new hire’s integration into the Thryv culture, right from the start, and make them immediately feel included in Thryv’s mission and programs. • Accelerators Recognition Program. This program is designed to grow the connection and recognition of top performers who demonstrate our core values in their excellent performance.
Additionally, o n March 1, 2021, the Company completed the acquisition of Sensis Holding Limited (“ Thryv Australia ”), a provider of marketing solutions serving SMBs in Australia . The Company reports its results based on four reportable segments (see Note 17, Segment Information) : • Thryv U.S.
Further, o n March 1, 2021, the Company completed the acquisition of Sensis Holding Limited (“ Thryv Australia ”), a provider of marketing solutions serving SMBs in Australia (the “ Thryv Australia Acquisition ” ) . The Company reports its results based on four reportable segments (see Note 17, Segment Information) : • Thryv U.S.
With 78% of employees enrolled on the platform and 58% of those enrolled actively engaged, the digital well-being platform has contributed meaningfully to our Work From Anywhere approach while creating connections and supporting a healthy lifestyle among our employees. • Talent Development.
With 78% of employees enrolled on the platform and 61% of those enrolled actively engaged, the digital well-being platform has contributed meaningfully to our Work From Anywhere approach while creating connections and supporting a healthy lifestyle among our employees. • Talent Development.
IYPs deliver leads at an attractive cost because consumers who search on IYPs are deep in the “purchase funnel” and are ready to buy. 7 We also offer ESS enabling SMBs to buy advertising on our network of owned and third-party directory websites, including Yelp, Nextdoor, and other popular sites. Our network delivers approximately 78 million visits per month.
IYPs deliver leads at an attractive cost because consumers who search on IYPs are deep in the “purchase funnel” and are ready to buy. ◦ We also offer ESS enabling SMBs to buy advertising on our network of owned and third-party directory websites, including Yelp, Nextdoor, and other popular sites. Our network delivers approximately 55 million visits per month.
The program continues into 2023 as we continue to positively support and grow leadership bench strength. • Our New Manager Training Program is provided to newly promoted managers to develop and enhance their soft skills in people management.
The program continues into 2024 as we continue to positively support and grow leadership bench strength. • Our New Manager Training Program is provided to newly promoted managers to develop and enhance their soft skills in people management.
Item 1. Business Overview We are dedicated to supporting local, independent service-based businesses and emerging franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. Our Company is built upon a rich legacy in the marketing and advertising industry.
Item 1. Business Overview We are dedicated to supporting local, independent service-based businesses and emerging franchises by providing a cloud-based software platform, and innovative marketing solutions to the entrepreneurs who run them. Our company is built upon a rich legacy in the marketing and advertising industry.
In 2022, domestically, we delivered approximately 39 million PYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions. We reach our clients utilizing a multi-channel sales approach that allows us to meet market demand through an extensive inside and outside sales force, channel partners, and targeted digital campaigns.
In 2023, domestically, we delivered approximately 26 million PYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions. We reach our clients utilizing a multi-channel sales approach that allows us to meet market demand through an extensive inside and outside sales force, channel partners, and targeted digital campaigns.
Our cost management strategy includes using third-party printers and cost-effective long-term paper, printing, and directory distribution contracts. 6 Continued Cash Flow Generation and Selected Capital Allocation We remain highly focused on methodically managing our assets, maintaining a highly variable cost structure, and building our SaaS business in a way to continue to position us to generate significant cash flow.
Our cost management strategy includes using third-party printers and cost-effective long-term paper, printing, and directory distribution contracts. Continued Cash Flow Generation and Selected Capital Allocation We remain highly focused on methodically managing our assets, maintaining a highly variable cost structure, and building our SaaS business in a way to generate significant cash flow.
Our Thryv platform’s feature set mirrors the journey of a typical consumer, who begins on a search engine, reads business reviews, finds a company’s website and/or social media profiles, and clicks to set up an appointment or request information.
Our Business Center feature set mirrors the journey of a typical consumer, who begins on a search engine, reads business reviews, finds a company’s website and/or social media profiles, and clicks to set up an appointment or request information.
International Growth We are looking to expand into international markets, which we view as a large opportunity for growth. We intend to penetrate international markets through acquisition, re-seller agreements, or other commercial arrangements.
International Growth We continue to expand into international markets, which we view as a large opportunity for growth. We intend to penetrate international markets through acquisition, re-seller agreements, or other commercial arrangements.
We leverage our sales force to introduce our SaaS solutions to new prospects and existing Marketing Services clients through in-person, local as well as virtual, and online meetings to a dedicated SaaS demonstration and sales team. As of December 31, 2022 , our efforts led to approximately 39% of our new SaaS clients originating from our Marketing Services segment.
We leverage our sales force to introduce our SaaS solutions to new prospects and existing Marketing Services clients through in-person, local as well as virtual, and online meetings to a 7 dedicated SaaS demonstration and sales team. As of December 31, 2023 , our efforts led to approximately 62% of our new SaaS clients originating from our Marketing Services segment.
Our workforce is comprised of approximately 99% full-time and 1% part-time employees. The majority of our employees are employed in our Outside and Inside Sales, Inbound Sales and Sales Operations, Client Experience, Operations, Information Technology, Billing and Print Directories departments.
Our workforce is comprised of approximately 98% full-time and 2% part-time employees. The majority of our employees are employed in our Outside and Inside Sales, Inbound Sales and Sales Operations, Client Experience, Operations, Information Technology, Billing and Print Directories departments.
We support these objectives with employee experience and culture initiatives aimed at making the workplace diverse, engaging and inclusive, while providing growth opportunities, internal leadership programs and diversity programs. In addition, we consistently monitor employee engagement through employee engagement studies and monthly surveys. We employed 2,955 people as of December 31, 2022.
We support these objectives with employee experience and culture initiatives aimed at making the workplace diverse, engaging and inclusive, while providing growth opportunities, internal leadership programs and diversity programs. In addition, we consistently monitor employee engagement through employee engagement studies and monthly surveys. We employed 3,049 people as of December 31, 2023.
See “ Risk Factors — Legal, Tax, Regulatory and Compliance Risks ” for additional information. 14
See “ Risk Factors — Legal, Tax, Regulatory and Compliance Risks ” for additional information. 11
Applications and/or features developed by our third-party developers specifically for our platform are not available outside of our platform on a stand-alone basis in the U.S. and Canada. Our Thryv platform is sold on a monthly auto-subscription basis, which generates a recurring revenue stream.
Applications and/or features developed by our third-party developers specifically for our platform are not available outside of our platform on a stand-alone basis in the U.S., Canada, Australia, or New Zealand. Business Center is sold on a monthly auto-subscription basis, which generates a recurring revenue stream.
Marketing Center and Thryv Leads then automatically injects resulting leads and prospects into the SMB’s Thryv CRM system while enriching the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers.
Marketing Center then automatically injects resulting leads and prospects into Business Center while enriching the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers.
Thryv provides SMBs with a real-time 360-degree view of their customers and every interaction that each customer has with their business throughout their lifecycle. Optimize Advertising Budgets and Business Leads Generation Our Marketing Center and Thryv Leads solutions provide robust solutions for SMBs to market and grow their businesses using a variety of automated digital tools and capabilities.
Thryv provides SMBs with a real-time 360-degree view of their customers and every interaction that each customer has with their business throughout their lifecycle. Marketing Center provides robust solutions for SMBs to market and grow their businesses using a variety of automated digital tools and capabilities.
Once identified, Emerging Leaders are provided focused leadership and management skill development programs – instructor-led, online and on-the-job. 65 employees successfully completed the Emerging Leader program in 2022, resulting in 5 promotions into management – representing 8% of participants.
Once identified, Emerging Leaders are provided focused leadership and management skill development programs – instructor-led, online and on-the-job. 42 employees successfully completed the Emerging Leader program in 2023, resulting in 2 promotions into management – representing 5% of participants.
We believe we compete favorably with respect to all these factors and that we are well-positioned as a leading provider of marketing solutions and cloud-based end-to-end customer experience tools to SMBs across the United States. We face competition from other companies that provide marketing solutions and cloud-based SaaS tools to SMBs.
We believe we compete favorably with respect to all these factors and that we are well-positioned as a leading provider of marketing solutions and cloud-based end-to-end customer experience tools to SMBs across the United States.
Several are priced above our price point or target larger companies with more employees. 11 Human Capital Our key human capital management objectives are to attract the right talent, develop potential future and current talent for leadership positions, retain high performers and reward employees through competitive pay and employee benefits.
Our most direct competitors are other all-in-one solutions. Several are priced above our price point or target larger companies with more employees. Human Capital Our key human capital management objectives are to attract the right talent, develop potential future and current talent for leadership positions, retain high performers and reward employees through competitive pay and employee benefits.
Thryv Leads uses machine learning to automatically choose the optimal mix of advertising solutions for each SMB to generate a tailored solution for it.
Some solutions use machine learning to automatically choose the optimal mix of advertising solutions for each SMB to generate a tailored solution for it.
Built on a customizable CRM database where businesses store customer information and then utilize a host of customer communication tools, our Thryv platform helps SMBs communicate with their customers and manage day-to-day operations. It automatically updates and maintains client listings across the web so our SMBs’ online information is always correct.
Built on a customizable CRM database where businesses store customer information and then utilize a host of customer communication tools, Business Center helps SMBs communicate with their customers and manage day-to-day operations. It automatically updates and maintains client listings across the web so our SMBs’ online information is always correct. We have a new, low cost and innovative engineering methodology.
Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS. On January 21, 2022, Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial Media Holdings, Inc. (“ Vivial ”), a marketing and advertising company with operations in the United States .
In addition, on January 21, 2022, Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial Media Holdings, Inc., a marketing and advertising company with operations in the United States .
We are one of the largest domestic providers of print and digital marketing solutions to SMBs and SaaS end-to-end customer experience tools. Our solutions enable our SMB clients to generate new business leads, manage SMB customer relationships, and run their day-to-day operations. As of December 31, 2022 , we serve approximately 390,000 SMB clients through four business segments: Thryv U.S.
We are one of the largest providers of print and digital marketing solutions to SMBs and SaaS all-in-one small business management software. Our solutions enable our SMB clients to generate new business leads, manage their customer relationships, and run their day-to-day operations. As of December 31, 2023 , we serve approximately 350,000 SMB clients through four business segments: Thryv U.S.
When Thryv feels functionality is of strategic long-term importance, or it is not readily available in the marketplace, we leverage our internal engineering teams to create technology and innovation on top of the existing interoperable technology stack.
Thryv maintains full control over the user experience, to deliver a modern and consistent user experience. When Thryv feels functionality is of strategic long-term importance, or it is not readily available in the marketplace, we leverage our internal engineering teams to create technology and innovation on top of the existing 4 interoperable technology stack.
Small businesses can pass on optional convenience fees and/or surcharges, where allowed, for consumers who want to pay by credit card when presented with multiple payment options, often driving customers to pay by ACH methods, which generates significant savings for SMBs. ThryvPay also allows consumers to leave a tip. • Credit card and bank account on file.
ThryvPay also allows customized installment plans for pre-set specific dates. ◦ Convenience Fees, Surcharges and Tipping . Small businesses can pass on optional convenience fees and/or surcharges, where allowed, for consumers who want to pay by credit card when presented with multiple payment options, often driving customers to pay by ACH methods, which generates significant savings for SMBs.
We examine operational measures from various sources that help us understand how a client’s marketing services program is working, and we use these to monitor their effectiveness and performance.
We examine operational measures from various sources that help us understand how a client’s marketing services program is working, and we use these to monitor their effectiveness and performance. As a result, we give SMBs actionable insights to attract and retain new customers.
ThryvPay includes a fully integrated partnership with Wisetack, a consumer lending platform that specializes in larger ticket, service based lending. This enables consumers of Thryv’s clients to apply for and pay their service providers utilizing financing. Thryv clients enjoy additional revenue by enabling larger purchases with additional convenience.
Thryv provides dedicated support for dispute and chargeback assistance. ◦ Consumer Financing . ThryvPay includes a fully integrated partnership with Wisetack, a consumer lending platform that specializes in larger ticket, service based lending. This enables consumers of Thryv’s clients to apply for and pay their service providers utilizing financing.
Our ESS network provides SMB clients expanded access to high-converting traffic at a low cost. We believe we are the only provider to offer this broad network of online directory sites with a single purchase. Search Engine Marketing (SEM) SMBs often purchase advertisements in the paid listings section of search engines and online directories to drive business leads.
Our ESS network provides SMB clients expanded access to high-converting traffic at a low cost. We believe we are the only provider to offer this broad network of online directory sites with a single purchase. • Search Engine Marketing.
For example, in 2021, we completed the Thryv Australia Acquisition to enter the Australian market, and in 2022, we began operations in Canada with our own sales force combined with a re-seller agreement. Internationally, there are approximately 36 million SMBs i n our target market. Our Segments We operate through four business segments: Thryv U.S. Marketing Services, Thryv U.S.
For example, in 2023, we completed the Yellow Acquisition to enter the New Zealand market, and in 2022, we began operations in Canada with our own sales force combined with a re-seller agreement. Additionally, in 2021, we completed the Thryv Australia Acquisition to enter the Australian market. Internationally, there are approximately 35 million SMBs i n our target market.
Transition into SaaS Our plan has been, and continues to be, to develop and grow our SaaS segment to better help SMBs manage their businesses, while maintaining strong profitability within our Marketing Services segment, which drives new customer leads to our clients.
Transition into SaaS Our plan has been, and continues to be, to develop and grow a profitable SaaS segment to better help SMBs manage their businesses, while maintaining strong profitability within our Marketing Services segment, which serves as an efficient customer acquisition channel for our SaaS platform.
Digital Internet Yellow Pages (IYP) Domestically, we operate three proprietary IYP sites: Yellowpages.com, Superpages.com, and Dexknows.com. During the year ended December 31, 2022, traffic to these sites averaged over 23 million visits per month across the three properties. We generate IYP revenue by charging SMBs for advertisements and priority placement. Our IYPs are efficient in delivering business leads.
We generate IYP revenue by charging SMBs for advertisements and priority placement. 3 ◦ During the year ended December 31, 2023, traffic to these international sites averaged over 5 million visits per month across the eight properties. We generate IYP revenue by charging SMBs for advertisements and priority placement. ◦ Our IYPs are efficient in delivering business leads.
With the introduction of new technologies and market entrants, we expect the competitive environment to remain intense going forward.
Our Competition Our industry is highly fragmented, intensely competitive, and constantly evolving. With the introduction of new technologies and market entrants, we expect the competitive environment to remain intense going forward.
Consumer information is stored in the small business’s Thryv account for future transactions, reducing friction for repeat business. • Real-time reporting and assistance. Thryv and ThryvPay integrates and auto-syncs with QuickBooks Online, Quickbooks Desktop, MYOB, Freshbooks, and Xero for accounting reconciliation. Thryv provides dedicated support for dispute and chargeback assistance. • Consumer Financing.
ThryvPay also allows consumers to leave a tip. 5 ◦ Credit Card and Bank Account on File . Consumer information is stored in the small business’s Thryv account for future transactions, reducing friction for repeat business. ◦ Real-time Reporting and Assistance . Thryv and ThryvPay integrates and auto-syncs with QuickBooks Online, Quickbooks Desktop, MYOB, Freshbooks, and Xero for accounting reconciliation.
ThryvPay is our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service businesses that want to provide consumers with safe, contactless, fast online payment options.
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. ThryvPay is available to any user of the Thryv Platform, free or paid. ThryvPay offers the following: ◦ Competitive Credit Card Processing Rates .
SaaS, which includes the Company's flagship SMB end-to-end customer experience platform in the United States; • Thryv International Marketing Services, which is comprised of Thryv's print and digital solutions business in Australia; and • Thryv International SaaS, which includes the SaaS business management tools for SMBs in Australia. Thryv U.S. Marketing Services Our Thryv U.S.
SaaS, which includes the Company's SaaS flagship all-in-one small business management platform in the United States; • Thryv International Marketing Services, which is comprised of Thryv's print and digital solutions business outside of the United States; and • Thryv International SaaS, which includes our SaaS flagship all-in-one small business management platform outside of the United States.
Clients can also generate new business via Marketing Center or Thryv Leads and have these business opportunities automatically injected into their CRM system and enriched with additional data. These new business leads populate the client’s CRM database enabling our clients to email, text, call, or otherwise communicate with prospective customers via our Thryv platform.
These new business leads populate the client’s CRM database enabling our clients to email, text, call, or otherwise communicate with prospective customers via our Thryv platform. • ThryvPay .
In the United States, PYP users tend to be over 55 years of age, more affluent and more likely to own a single-family home, resulting in higher sales conversion rates for our SMB clients.
In the United States, PYP users tend to be over 55 years of age, more affluent and more likely to own a single-family home, resulting in higher sales conversion rates for our SMB clients. 6 Dynamic Tracking and Access to Unparalleled SMB Data The effectiveness of each of our solutions can be measured with tracking software that enables SMBs to easily analyze the performance of their ad campaigns.
In our SaaS business, we continue to improve our Thryv platform by analyzing user behavior and client requests to expand the feature set and interoperability with other popular cloud-based tools.
In our SaaS business, we continue to improve our Thryv platform by analyzing user behavior and client requests to expand the feature set and interoperability with other popular cloud-based tools. Annually, our product and engineering teams release over 300 improvements into the Thryv platform that improves usability, adds new functionality, and often creates additional revenue opportunities.
We have worked for decades in our local communities, providing marketing solutions to SMBs. We found that SMBs need technology solutions to communicate with consumers who now do business via their smartphones. We launched our SaaS business in 2015 to provide SMBs with the resources to compete for today’s mobile consumers.
Integration of Marketing Services and SaaS Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. We have worked for decades in our local communities, providing marketing solutions to SMBs. We found that SMBs need technology solutions to communicate with consumers who now do business via their smartphones.
Marketing Services Competitors In our Marketing Services business, we compete with numerous national companies that sell marketing campaigns on major national search engines and social media sites and build and host websites. SaaS Competitors In our SaaS business, we believe we compete with three general categories of competitors: • Point Solution Providers.
We face competition from other companies that provide marketing solutions and cloud-based SaaS tools to SMBs. 8 Marketing Services Competitors In our Marketing Services business, we compete with numerous national companies that sell marketing campaigns on major national search engines and social media sites and build and host websites.
ThryvPay ThryvPay allows users to get paid via credit card and ACH payments. ThryvPay offers: • Competitive credit card processing rates . ThryvPay offers a flat rate per transaction with no set-up fees. • ACH payments processing. Small businesses save money on a per-transaction charge, with the security of knowing immediately if funds are available. • Scheduled payments.
ThryvPay offers a flat rate per transaction with no set-up fees. ◦ ACH Payments Processing . Small businesses save money on a per-transaction charge, with the security of knowing immediately if funds are available. ◦ Scheduled Payments. Service-based businesses that offer ongoing services or memberships can utilize our scheduled payments feature.
Additionally, clients can monitor multiple locations through Thryv add-ons. We have a new, low cost and innovative engineering methodology. This methodology recognizes the large variety of bespoke SaaS solutions and back-end tools that are readily available. Thryv has chosen to utilize best-in-class systems and tools, to integrate them in unique ways that unlock value for the end customer.
This methodology recognizes the large variety of bespoke SaaS solutions and back-end tools that are readily available. Thryv has chosen to utilize best-in-class systems and tools, to integrate them in unique ways that unlock value for the end customer. It is the combination of functionality from multiple platforms together that delivers value greater than each of the parts individually.
Engagement is high and continues to enhance the promotion of core values and relationship-building as we continually learn and grow in a Work From Anywhere environment. • Learning Opportunities.
The platform provides a vehicle to highlight personal and professional successes, share inspirational stories, publicize social opportunities, run “fun” employee-centric virtual events and generally connect our people. Engagement is high and continues to enhance the promotion of core values and relationship-building as we continually learn and grow in a Work From Anywhere environment. • Learning Opportunities.
We sell SEM placements on multiple search sites, including Google, Yahoo!, and Bing, and online directories including Yelp, CityGrid, and Whitepages, among others. Our SEM offerings leverage a mix of in-house and off-the-shelf technology to design ads, generate bids, and deliver reporting to advertisers.
Search engine marketing (“ SEM ”) solutions that deliver business leads from Google, Yahoo!, Bing, Yelp, and other major engines and directories. Our SEM offerings leverage a mix of in-house and off-the-shelf technology to design ads, generate bids, and deliver reporting to advertisers.
We believe the platform represents an attractive value for our SMB clients as compared to competitor products, such as single solutions or complex enterprise software systems that are suited to larger companies. 8 Hub by Thryv In 2020, we released a franchise management platform, Hub by Thryv, that allows franchisors to manage and launch their franchises on Thryv and to manage their overall franchise network’s day-to-day operations on the platform.
We believe the platform represents an attractive value for our SMB clients as compared to competitor products, such as single solutions or complex enterprise software systems that are suited to larger companies. • Marketing Center. Thryv Marketing Center is a fully integrated next generation marketing and advertising platform operated by the end user.
Marketing Center also includes a robust competitor watch to track the digital advertising activities of competitors to gleam ideas and work to achieve a competitive advantage.
Marketing Center also includes a robust competitor watch to track the digital advertising activities of competitors to gleam ideas and work to achieve a competitive advantage. Clients who also purchase Business Center can generate new business via Marketing Center and have these business opportunities automatically injected into their CRM system and enriched with additional data.
These companies offer a tailored solution with a targeted appeal. Some also have consumer-facing apps that create demand for the SMB. • All-In-One Competitors. Our most direct competitors are other all-in-one solutions.
Vertical solutions exist in many categories, including Home Services, Health & Wellness, Animal Services, Professional Services and Educational Services. Competitors have studied these categories and customized their products for the applicable category. These companies offer a tailored solution with a targeted appeal. Some also have consumer-facing apps that create demand for the SMB. • All-In-One Competitors.
As a result, we give SMBs actionable insights to attract and retain new customers. 5 Enable SMBs to Deliver Customer Experiences That We View as Best-in-Class within One Platform Our Thryv platform delivers many features relevant to SMB needs, including CRM, omnichannel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management, document management and centralized customer communication.
Our Business Center solution delivers many features relevant to SMB needs, including CRM, omnichannel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management, document management and centralized customer communication.
In 2022, SMB demand for integrated technology solutions continued to grow as SMBs adapt their business and service models to facilitate remote working and contactless customer interactions. We have seen this trend accelerate following the outbreak of the COVID-19 pandemic from March 2020 onwards.
We launched our SaaS business in 2015 to provide SMBs with the resources to compete for today’s mobile consumers. In 2023, SMB demand for integrated technology solutions continued to grow as SMBs adapt their business and service models to facilitate remote working and contactless customer interactions.
We track cost-per-click and cost-per-call metrics for our SMB clients, which gives them insights into the effectiveness of their ad campaigns. Thryv U.S. SaaS Segment Our Thryv U.S. SaaS segment is comprised of Thryv®, including Hub by Thryv, Marketing Center and Add-ons, including Thryv Leads, GMB Optimization services, HIPPA protections, and SEO tools, and ThryvPay. Our Thryv U.S.
We track cost-per-click and cost-per-call metrics for our SMB clients, which gives them insights into the effectiveness of their ad campaigns. • Other Digital Media Solutions . Other digital media solutions include online display and social advertising, online presence and video, and search engine optimization (“ SEO ”) tools.
Marketing Center Marketing Center is a robust and fully integrated solution that enables SMB’s to transparently market and grow their business using a variety of built in tools and solutions. Marketing Center offers: • AutoID . Marketing Center connects prospects' and customers' digital interactions with the business and synchronizes these activities with the Thryv CRM records.
Thryv Marketing Center contains everything a small business owner needs to market and grow their business effectively, including easy to understand, artificial intelligence (“ AI ”) driven analytics. Marketing Center offers the following: ◦ AutoID . Marketing Center connects prospects’ and customers’ digital interactions with the business and synchronizes these activities with the Thryv CRM records.
“Invest in Our People” is one of our core values, which we support with various initiatives. • Our Thryv Life Channel (facilitated by Microsoft Teams) serves as our internal social media platform. The platform provides a vehicle to highlight personal and professional successes, share inspirational stories, publicize social opportunities, run “fun” employee-centric virtual events and generally connect our people.
In 2023, we added language learning resources through Berlitz which have been well-received by employees globally. • Culture Team. “Invest in Our People” is one of our core values, which we support with various initiatives. • Our Thryv Life Channel (facilitated by Microsoft Teams) serves as our internal social media platform.
We have selectively utilized a portion of the cash generated from our profitable Marketing Services segment to support initiatives in our evolving SaaS segment, which for the year ended December 31, 2022 generated 18.0% of our total revenue.
As a result, SaaS has been able to achieve profitable growth, and for the year ended December 31, 2023, generated 28.8% of our total revenue. In 2023, we made a strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS solutions.
Marketing Services segment provides both print and digital solutions. Our primary Thryv U.S. Marketing Services offerings include: Print • Print Yellow Pages. Print marketing solutions through our owned and operated Print Yellow Pages (“ PYPs ”), which carry “ The Real Yellow Pages ” tagline; Digital • Internet Yellow Pages.
Thryv U.S. and International Marketing Services Thryv's Marketing Services segments provides both print and digital solutions. The U.S. and International segments generated $510.5 million and $142.7 million of revenue for the year ended December 31, 2023, respectively. Our primary Thryv Marketing Services offerings include: Print • Print Yellow and White Pages.
Removed
Digital marketing solutions through our proprietary Internet Yellow Pages (“ IYPs ”), including Yellowpages.com, Superpages.com, Dexknows.com, and Extended Search Solutions (“ ESS ”); • Search Engine Marketing. Search engine marketing (“ SEM ”) solutions that deliver business leads from Google, Yahoo!, Bing, Yelp, and other major engines and directories; and • Other Digital Media Solutions .
Added
Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS. On April 3, 2023, Thryv New Zealand Limited, the Company’s wholly-owned subsidiary, acquired Yellow Holdings Limited, a New Zealand marketing services company (the “ Yellow Acquisition ”).
Removed
Other digital media solutions include online display and social advertising, online presence and video, and search engine optimization (“ SEO ”) tools. Thryv U.S. SaaS Our Thryv U.S. SaaS segment is comprised of Thryv, Hub By Thryv, Marketing Center, Thryv Add-ons, and ThryvPay. • Thryv ® . Our Thryv platform , is our flagship SMB end-to-end customer experience platform.
Added
Print marketing solutions through our owned and operated Print Yellow Pages (“ PYPs ”), which carry “ The Real Yellow Pages ” tagline in the U.S. Domestically, we primarily publish PYP titles on a 15 to 18-month publication cycle, with the majority on an 18-month cycle. Internationally, we publish PYP and Print White Page titles on a 12-month publication cycle.
Removed
It helps small businesses and emerging franchises “get the job, manage the job, and get credit” for their jobs. It includes capabilities such as customer relationship management (“ CRM ”), omnichannel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management, document management and centralized customer communication.
Added
We generate revenue by charging for advertisements placed within these titles. Digital • Internet Yellow Pages.
Removed
Thryv provides SMBs with a real- 3 time 360-degree view of their customers and every interaction that each customer has with their business throughout their lifecycle. • Hub by Thryv , is a solution that empowers a franchisor with real-time oversight and day-to-day management of multiple locations.
Added
Digital marketing solutions through our proprietary Internet Yellow Pages (“ IYPs ”), including Yellowpages.com, Superpages.com, Dexknows.com, and Extended Search Solutions (“ ESS ”) in the U.S. and 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. ◦ During the year ended December 31, 2023, traffic to the U.S. sites averaged over 19 million visits per month across the three properties.
Removed
The solution enables emerging franchises to scale repeatable processes and success as their locations and geographical footprint expands. This ensures a high franchisee success rate, a crucial metric within the franchise industry. • Marketing Center. Marketing Center, launched in the fourth quarter of 2022, is a fully integrated next generation marketing and advertising platform operated by the end user.
Added
Thryv U.S. and International SaaS Thryv's SaaS segments are comprised of our SaaS offering Thryv®, our flagship all-in-one small business management platform (“ Thryv Platform ”), which consists of Command Center, Business Center, Marketing Center, ThryvPay SM , and Thryv Add-Ons. • Command Center.
Removed
Marketing Center contains everything a small business owner needs to market and grow their business effectively.
Added
Thryv Command Center, which launched in the third quarter of 2023, is an industry-first freemium offering that will be a core driver in the Company's product led growth initiative. Command Center enables SMBs to centralize all their communication through a modular, easily expandable, and customizable platform.
Removed
Inclusive of premium placement on a number of popular sites on the internet, a robust marketing tool kit, AutoID to track marketing conversions via the Thryv CRM, and the ability to run paid advertising campaigns with fully automated recommendations, tagging, and landing page creation. • Thryv Add-ons.
Added
Command Center allows an SMB to connect their pre-existing email accounts, Facebook and Instagram accounts along with installing Command Center’s WebChat client on their website, and using Voice over Internet Protocol (“ VoIP ”) in-platform telephony services along with Short Message Service (“ SMS ”) and video calls to provide a centralized inbox for all customer communication.
Removed
We offer a range of add-ons that can be purchased in conjunction with our Thryv platform, including, but not limited to, Thryv Leads, our integrated local marketing and lead generation solution, GMB Optimization services, HIPPA protections, and SEO tools. • ThryvPay .
Added
Command Center uniquely not only combines all of these channels into a single inbox, but, through proprietary technology, stitches each of these channels into a single linear conversation per customer.
Removed
Complete with highly competitive rates, ThryvPay also supports future scheduled payments, pass-through convenience fees, surcharges, tips, and other highly sought-after features specifically targeting service-oriented businesses. Thryv International Marketing Services Our Thryv International Marketing Services segment provides both print and digital solutions. Our primary Thryv International Marketing Services offerings include: Print • Print Yellow and White Pages.
Added
So as a customer sends email, calls, and SMS to the business, utilization of Command Center means that the SMB sees all of these messages in a single conversation. • Business Center. Thryv Business Center, formerly known as Thryv, is our flagship SMB end-to-end customer experience platform.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisk Factors Risk Factor Summary Our business and owning our common stock are subject to numerous risks and uncertainties, including those highlighted in “Risk Factors. ” As a summary, these risks include, but are not limited to, the following: • significant competition for our Marketing Services solutions and SaaS offerings, which include companies who use components of our SaaS offerings provided by third parties; • our ability to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets; • our ability to manage our growth effectively; • our potential failure to successfully expand our current offerings into new markets or further penetrate existing markets; • our clients potentially opting not to renew their agreements with us or renewing at lower spend; • our ability to maintain profitability; • our potential failure to provide new or enhanced functionality and features; • our potential failure to identify and acquire suitable acquisition candidates; • internet search engines and portals potentially terminating or materially altering their agreements with us; • our reliance on third-party service providers for many aspects of our business and our potential inability to maintain our strategic relationships with such third-party service providers; • our, or our third-party providers', potential inability to keep pace with rapid technological changes and evolving industry standards; • our potential failure to maintain the compatibility of our Thryv platform with third-party applications; • our inability to recover should we experience a disaster or other business-continuity problems; • the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; • the potential impact of future labor negotiations; • our potential failure to comply with applicable privacy, security and data laws, regulations and standards; • potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations; • potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information or our client information; • our potential failure to protect our intellectual property rights, proprietary technology, information, processes, and know-how; • litigation and regulatory investigations aimed at us or resulting from our actions or the actions of our predecessors; • adverse tax laws or regulations or potential changes to existing tax laws or regulations; • our potential failure to meet service level commitments under our client contracts; • our potential failure to offer high-quality or technical support services; • aging software and hardware infrastructure; • our, or our third-party service providers', failure to manage our technical operations infrastructure; • our Thryv platform and add-ons potential failure to perform properly; • our outstanding indebtedness and our potential inability to generate sufficient cash flows to meet our debt service obligations; • the potential restriction of our future operations by restrictive covenants in the agreements governing our Senior Credit Facilities (as defined below); • volatility and weakness in bank and capital markets; • potential volatility in the public price of our shares of common stock or the failure of an active, liquid, and orderly market for our shares of common stock to be sustained; • that none of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer, potentially resulting in sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, which could cause the market price of our common stock to decline; and • costs, obligations and liabilities incurred as a result of, and in connection with, being a public company.
Biggest changeRisk Factors Risk Factor Summary Our business and owning our common stock are subject to numerous risks and uncertainties, including those highlighted in “Risk Factors. ” As a summary, these risks include, but are not limited to, the following: • significant competition for our Marketing Services solutions and SaaS offerings, which include companies who use components of our SaaS offerings provided by third parties; • our ability to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets; • variability in our operating results due to directory publication cycles; • our ability to manage our growth effectively; • our potential failure to successfully expand our current offerings into new markets or further penetrate existing markets; • our clients potentially opting not to renew their agreements with us or renewing at lower spend; • our ability to maintain profitability; • our potential failure to provide new or enhanced functionality and features; • our potential failure to identify and acquire suitable acquisition candidates; • recognition of impairment losses; • internet search engines and portals potentially terminating or materially altering their agreements with us; • our reliance on third-party service providers for many aspects of our business and our potential inability to maintain our strategic relationships with such third-party service providers; • our, or our third-party providers', potential inability to keep pace with rapid technological changes and evolving industry standards; • our potential failure to maintain the compatibility of our Thryv platform with third-party applications; • our inability to recover should we experience a disaster or other business-continuity problems; • the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; • the potential impact of future labor negotiations; • our potential failure to comply with applicable privacy, security and data laws, regulations and standards; • potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations; • potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information or our client information; • our potential failure to protect our intellectual property rights, proprietary technology, information, processes, and know-how; • reduced demand for our products due to epidemics or other public health emergencies; • litigation and regulatory investigations aimed at us or resulting from our actions or the actions of our predecessors; • adverse tax laws or regulations or potential changes to existing tax laws or regulations; • our potential failure to meet service level commitments under our client contracts; • our potential failure to offer high-quality or technical support services; • aging software and hardware infrastructure; • our, or our third-party service providers', failure to manage our technical operations infrastructure; • our Thryv platform and add-ons potential failure to perform properly; • our outstanding indebtedness and our potential inability to generate sufficient cash flows to meet our debt service obligations; • the potential restriction of our future operations by restrictive covenants in the agreements governing our Senior Credit Facilities (as defined below); • volatility and weakness in bank and capital markets; • potential volatility in the public price of our shares of common stock; and • anti-takeover provisions in our governing documents may prevent a change or control.
Our outstanding indebtedness and any additional indebtedness we incur may have important consequences for us, including, without limitation, that: • increase our vulnerability to adverse changes in general economic and industry conditions and competitive pressures; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from pursuing business opportunities as they arise or from successfully carrying out plans to expand our business; • make it more difficult to satisfy our financial obligations, including payments on our indebtedness; 37 • place us at a disadvantage compared to our competitors that have less debt; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
Our outstanding indebtedness and any additional indebtedness we incur may have important consequences for us, including, without limitation, that: • increase our vulnerability to adverse changes in general economic and industry conditions and competitive pressures; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from pursuing business opportunities as they arise or from successfully carrying out plans to expand our business; • make it more difficult to satisfy our financial obligations, including payments on our indebtedness; • place us at a disadvantage compared to our competitors that have less debt; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
These include covenants restricting, among other things, our (and our subsidiaries’) ability to: • incur additional indebtedness; • create, incur, assume or permit liens; • consolidate, merge, liquidate, wind up or dissolve; • make, purchase, hold or acquire investments, including acquisitions, loans and advances; • pay dividends or make other distributions in respect of equity; • make payments in respect of junior lien or subordinated debt; • sell, transfer, lease, license or sublease or otherwise dispose of assets; • enter into any sale and leaseback transactions; • engage in transactions with affiliates; • enter into any restrictive agreement; • materially alter the business that we conduct; • change our fiscal year for accounting and financial reporting purposes; and • amend or otherwise change the terms of the documentation governing certain restricted debt.
These include covenants restricting, among other things, our (and our subsidiaries’) ability to: 34 • incur additional indebtedness; • create, incur, assume or permit liens; • consolidate, merge, liquidate, wind up or dissolve; • make, purchase, hold or acquire investments, including acquisitions, loans and advances; • pay dividends or make other distributions in respect of equity; • make payments in respect of junior lien or subordinated debt; • sell, transfer, lease, license or sublease or otherwise dispose of assets; • enter into any sale and leaseback transactions; • engage in transactions with affiliates; • enter into any restrictive agreement; • materially alter the business that we conduct; • change our fiscal year for accounting and financial reporting purposes; and • amend or otherwise change the terms of the documentation governing certain restricted debt.
Among other things, these provisions: • provide for a classified Board with staggered three-year terms; • do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; • delegate the sole power to fix the number of directors to a majority of the Board; • provide the power of our Board to fill any vacancy on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; • generally eliminate the ability of stockholders to call special meetings of stockholders and generally prohibit stockholder action to be taken by written consent; and • establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.
Among other things, these provisions: • provide for a classified Board with staggered three-year terms; • do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; • delegate the sole power to fix the number of directors to a majority of the Board; • provide the power of our Board to fill any vacancy on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; 37 • generally eliminate the ability of stockholders to call special meetings of stockholders and generally prohibit stockholder action to be taken by written consent; and • establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.
Depending on the market, these risks include those relating to: • changes in local economic environment; • political instability; • trade regulations; • intellectual property legal protections; • procedures and actions affecting pricing, reimbursement and marketing of our products and services; • fluctuations in foreign currency rates; • additional U.S. and foreign taxes; • changes in local laws or regulations, or interpretation or enforcement thereof; • potentially longer ramp-up times for offering our services; and • data and privacy regulations.
Depending on the market, these risks include those relating to: 18 • changes in local economic environment; • political instability; • trade regulations; • intellectual property legal protections; • procedures and actions affecting pricing, reimbursement and marketing of our products and services; • fluctuations in foreign currency rates; • additional U.S. and foreign taxes; • changes in local laws or regulations, or interpretation or enforcement thereof; • potentially longer ramp-up times for offering our services; and • data and privacy regulations.
Typically, our license agreements with third-party service providers are not exclusive and/or do not extend to all territories in which we may wish to do business in the future, and in certain cases, our third-party service providers have the right to distribute features developed for our Thryv platform in their own software offerings, which could adversely impact select functionality of our platform as well as adversely affect our business, our ability to compete with our competitors, and our 23 ability to generate revenue.
Typically, our license agreements with third-party service providers are not exclusive and/or do not extend to all territories in which we may wish to do business in the future, and in certain cases, our third-party service providers have the right to distribute features developed for our Thryv platform in their own software offerings, which could adversely impact select functionality of our platform as well as adversely affect our business, our ability to compete with our competitors, and our ability to generate revenue.
In addition, our Board has the authority to cause us to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting 43 rights, rights and terms of redemption, redemption price, or prices and liquidation preferences of such series.
In addition, our Board has the authority to cause us to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price, or prices and liquidation preferences of such series.
If any of these systems fail to operate properly or become disabled even for a brief period of time, we could potentially miss a critical filing period, resulting in potential fees and penalties, or lose control of client data, all of which could result in financial loss, a disruption of our businesses, liability to clients, regulatory 30 intervention, or damage to our reputation.
If any of these systems fail to operate properly or become disabled even for a brief period of time, we could potentially miss a critical filing period, resulting in potential fees and penalties, or lose control of client data, all of which could result in financial loss, a disruption of our businesses, liability to clients, regulatory intervention, or damage to our reputation.
Any decline in the quality of, or delay in delivery of, modules or other software produced by such third-party service providers could result in reduced revenue, cause an increase in operational costs to switch providers, subject us to liability, or cause clients to fail or be unable to renew their subscriptions, any of which could materially adversely affect our business.
Any decline in the quality of, or delay in delivery of, modules or other software produced by such third-party service 20 providers could result in reduced revenue, cause an increase in operational costs to switch providers, subject us to liability, or cause clients to fail or be unable to renew their subscriptions, any of which could materially adversely affect our business.
In the event we were required to perform any of the services that we currently outsource, it is unlikely that we would be able to perform them without incurring additional 24 costs. A failure on the part of any of our third-party service providers could result in a material adverse effect on our business, financial condition and results of operations.
In the event we were required to perform any of the services that we currently outsource, it is unlikely that we would be able to perform them without incurring additional costs. A failure on the part of any of our third-party service providers could result in a material adverse effect on our business, financial condition and results of operations.
In the future, any of these third parties could change its data-sharing policies, including making them more restrictive, or alter its algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect and provide useful data to our clients.
In the future, any of these third parties could 22 change its data-sharing policies, including making them more restrictive, or alter its algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect and provide useful data to our clients.
In such an event, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel that could have a material adverse effect on our business. We regularly assess and take steps to improve our existing business continuity plans and key management succession.
In such an event, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel that could have a material adverse effect on our business. 23 We regularly assess and take steps to improve our existing business continuity plans and key management succession.
A failure in the systems of one of our key third-party service providers, or their inability to perform in accordance with the terms of our contracts or to retain sufficient qualified personnel, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.
A failure in the systems of one of our key third-party service providers, or their inability to perform in accordance with the terms of our contracts or to retain sufficient 21 qualified personnel, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.
This may lead to a decrease in the perceived value of our products, which could result in our inability to acquire new clients, the loss of existing clients, a decrease in revenues and a material adverse effect on our results of operations. Our growth strategy has focused on developing our SaaS segment, which has experienced recent revenue growth.
This may lead to a decrease in the perceived value of our products, which could result in our inability to acquire new clients, the loss of existing clients, a decrease in revenues and a material adverse effect on our results of operations. 14 Our growth strategy has focused on developing our SaaS segment, which has experienced recent revenue growth.
Furthermore, if the processing of PII were to be curtailed in this manner, our solutions would be less effective, which may reduce demand for our Thryv platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, if the processing of PII were to be curtailed in this manner, our 25 solutions would be less effective, which may reduce demand for our Thryv platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.
In the past, we have received claims of material infringement of intellectual property rights. For example, we have had to defend against copyright violation claims on licensed images included in our print and internet directories and websites and patent infringement claims on various technologies and functionalities included in our digital products, services, and internet sites.
In the past, we have received claims of material infringement of intellectual property rights. For example, we have had to defend against copyright violation claims on licensed images included in our print and internet directories and websites and patent 28 infringement claims on various technologies and functionalities included in our digital products, services, and internet sites.
If our security measures are breached as a result of third-party action, employee or subcontractor error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to client data, our reputation may be damaged, our business may suffer, and we could incur significant liability.
If our security measures are breached as a result of third-party action, employee or subcontractor error, malfeasance or otherwise, and, as a result, someone obtains unauthorized 27 access to client data, our reputation may be damaged, our business may suffer, and we could incur significant liability.
In the future, if our acquisitions do not yield expected returns, we may be required to record charges based on 21 this impairment assessment process, which could have a material adverse effect on our financial condition and results of operations.
In the future, if our acquisitions do not yield expected returns, we may be required to record charges based on this impairment assessment process, which could have a material adverse effect on our financial condition and results of operations.
Furthermore, the success of any geographic expansion depends on our ability to customize products to integrate with third-party applications in that region and other market specific customizations, translate products for non-English speaking markets and provide customer service and training in local languages, which we may be unable to do successfully. 18 We are dependent upon client renewals, the addition of new clients, increased revenue from existing clients and the continued growth of the market for our Thryv platform and any impact on these factors could materially adversely affect our operating results.
Furthermore, the success of any geographic expansion depends on our ability to customize products to integrate with third-party applications in that region and other market specific customizations, translate products for non-English speaking markets and provide customer service and training in local languages, which we may be unable to do successfully. 15 We are dependent upon client renewals, the addition of new clients, increased revenue from existing clients and the continued growth of the market for our Thryv platform and any impact on these factors could materially adversely affect our operating results.
The public price of our common stock also could be subject to wide fluctuations in response to the risk factors described herein and others beyond our control, including: • the number of shares of our common stock publicly owned and available for trading; • overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions; • actual or anticipated fluctuations in our revenue or other operating metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors; • any major change in our Board, management, or key personnel; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; 40 • new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber-security in the U.S. or globally; • lawsuits threatened or filed against us; • other events or factors, including those resulting from war, incidents of terrorism, civil unrest, or responses to these events; and • sales or expected sales of our common stock by us and our officers, directors and principal stockholders.
The public price of our common stock could be subject to wide fluctuations in response to the risk factors described herein and others beyond our control, including: • the number of shares of our common stock publicly owned and available for trading; • overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions; • actual or anticipated fluctuations in our revenue or other operating metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors; 36 • any major change in our Board, management, or key personnel; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber-security in the U.S. or globally; • lawsuits threatened or filed against us; • other events or factors, including those resulting from war, incidents of terrorism, civil unrest, or responses to these events; and • sales or expected sales of our common stock by us and our officers, directors and principal stockholders.
Any such changes could impair our ability to deliver data to our 25 clients and could adversely impact select functionality of our platform, impairing the return on investment that our clients derive from using our solution, as well as adversely affecting our business and our ability to generate revenue.
Any such changes could impair our ability to deliver data to our clients and could adversely impact select functionality of our platform, impairing the return on investment that our clients derive from using our solution, as well as adversely affecting our business and our ability to generate revenue.
Therefore, if we are unable to respond effectively 17 to changes made by search engine providers in their algorithms and other processes, our clients may experience substantial decreases in traffic to their profile pages on our IYPs and to their own websites.
Therefore, if we are unable to respond effectively to changes made by search engine providers in their algorithms and other processes, our clients may experience substantial decreases in traffic to their profile pages on our IYPs and to their own websites.
We may not be able to identify appropriate acquisition candidates or, if we do, we may not be able to negotiate successfully the terms of an acquisition, finance the acquisition or integrate the acquired business effectively and profitably into our existing operations.
We may not be able to identify appropriate acquisition candidates or, if we do, we may not be able to negotiate 17 successfully the terms of an acquisition, finance the acquisition or integrate the acquired business effectively and profitably into our existing operations.
Our clients and users of client data collected and processed by us could also file claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated 32 by unauthorized persons.
Our clients and users of client data collected and processed by us could also file claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated by unauthorized persons.
Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our forecasts of market growth should not be taken as necessarily indicative of our future growth.
Our growth is subject to many factors, including our success in implementing our business strategy, which is 38 subject to many risks and uncertainties. Accordingly, our forecasts of market growth should not be taken as necessarily indicative of our future growth.
We recognize revenue for our print services upon delivery of the PYP directories to the intended market, which can result in variability in the amount of revenue recognized each quarter due to the publication cycle of each PYP directory.
We recognize revenue for our print services upon delivery of the print directories to the intended market, which can result in variability in the amount of revenue recognized each quarter due to the publication cycle of each print directory.
There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, which could cause the price of our common stock to decline and have a material adverse effect on our business, financial condition and results of operations. 33 If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to liability for past sales, and our future sales may decrease.
There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, which could cause the price of our common stock to decline and have a material adverse effect on our business, financial condition and results of operations. 30 If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to liability for past sales, and our future sales may decrease.
Additionally, while the majority of our revenue in fiscal years 2022, 2021 and 2020 came from advertising services provided in local classified print directories and digital marketing solutions, such as search, display and social media, future development of new services may initially have a lower profit margin than our existing services, which could have a material adverse effect on our business, financial condition and results of operations.
Additionally, while the majority of our revenue in fiscal years 2023, 2022 and 2021 came from advertising services provided in local classified print directories and digital marketing solutions, such as search, display and social media, future development of new services may initially have a lower profit margin than our existing services, which could have a material adverse effect on our business, financial condition and results of operations.
Evolving and changing definitions of what constitutes PII within the United States, Canada, Australia, the European Union and elsewhere, especially relating to the classification of internet protocol, or IP addresses, machine or device identification numbers, location data and other information, as well as the use of PII for machine learning process or algorithm movement may limit or inhibit our ability to operate or to expand our business.
Evolving and changing definitions of what constitutes PII within the United States, Canada, Australia, New Zealand, the European Union and elsewhere, especially relating to the classification of internet protocol, or IP addresses, machine or device identification numbers, location data and other information, as well as the use of PII for machine learning process or algorithm movement may limit or inhibit our ability to operate or to expand our business.
For a discussion of these and other risks you should consider before making an investment in our common stock, review the below Risk Factors. 15 Risks Related to Our Business and Industry Strategic, Market and Competition Risks We face significant competition for our Marketing Services solutions and SaaS offerings, which may harm our ability to add new clients, retain existing clients and grow our business.
For a discussion of these and other risks you should consider before making an investment in our common stock, review the below Risk Factors. 12 Risks Related to Our Business and Industry Strategic, Market and Competition Risks We face significant competition for our Marketing Services solutions and SaaS offerings, which may harm our ability to add new clients, retain existing clients and grow our business.
Future issuances of our stock could cause an “ ownership change. ” It is possible that an ownership change could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability. 34 Operational Risks Cost reduction efforts may be time-consuming and the associated savings may not be realized.
Future issuances of our stock could cause an “ ownership change. ” It is possible that an ownership change could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability. 31 Operational Risks Cost reduction efforts may be time-consuming and the associated savings may not be realized.
These potential future claims could have a material adverse effect on our consolidated statements of operations and comprehensive income, consolidated balance sheets or consolidated statements of cash flows. We may be sued by third parties for alleged infringement of their proprietary rights. There is considerable patent and other intellectual property development activity in our industry.
These potential future claims could have a material adverse effect on our consolidated statements of operations and comprehensive (loss) income, consolidated balance sheets or consolidated statements of cash flows. 29 We may be sued by third parties for alleged infringement of their proprietary rights. There is considerable patent and other intellectual property development activity in our industry.
We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, Canada, the European Union (the “ E.U ”) a nd other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.
We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, Canada, Australia, New Zealand, the European Union (the “ E.U ”), a nd other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.
The timing of our PYP publication cycles may result in increased variability in the amount of revenue recognized each quarter, which could have a material adverse effect on our results of operations. If our SEO strategies fail to help our IYPs get discovered or our clients’ websites to get discovered in unpaid search results, our business could be adversely affected.
The timing of our print publication cycles may result in increased variability in the amount of revenue recognized each quarter, which could have a material adverse effect on our results of operations. If our SEO strategies fail to help our IYPs get discovered or our clients’ websites to get discovered in unpaid search results, our business could be adversely affected.
We may not be able to utilize a significant portion of our net operating loss carryforwards, which could have a material adverse effect on our financial condition and results of operations. As of December 31, 2022, we had state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2023.
We may not be able to utilize a significant portion of our net operating loss carryforwards, which could have a material adverse effect on our financial condition and results of operations. As of December 31, 2023, we had state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2024.
These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, increased resource 35 consumption from expansion or modification to our code, spikes in client usage and denial of service issues.
These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, increased resource 32 consumption from expansion or modification to our code, spikes in client usage and denial of service issues.
Factors that may cause fluctuations in our financial results include, without limitation: • our ability to attract new clients; • our ability to manage our declining Marketing Services revenue; • the timing of recognition of revenues; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • network outages or security breaches; 36 • general economic, industry and market conditions; including as a result of war, incidents of terrorism, civil unrest, or responses to these events; • client renewals; • increases or decreases in the number of elements of our services or pricing changes upon any renewals of client agreements; • changes in our pricing policies or those of our competitors; • seasonal variations in our client subscriptions; • fluctuation in market interest rates, which impacts debt interest expense; • any changes in the competitive dynamics of our industry, including consolidation among competitors, clients, or strategic partners; and • the impact of new accounting rules.
Factors that may cause fluctuations in our financial results include, without limitation: • our ability to attract new clients; • our ability to manage our declining Marketing Services revenue; • the timing of recognition of revenues; • directory publication cycles; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • network outages or security breaches; 33 • general economic, industry and market conditions; including as a result of war, incidents of terrorism, civil unrest, or responses to these events; • client renewals; • increases or decreases in the number of elements of our services or pricing changes upon any renewals of client agreements; • changes in our pricing policies or those of our competitors; • seasonal variations in our client subscriptions; • fluctuation in market interest rates, which impacts debt interest expense; • any changes in the competitive dynamics of our industry, including consolidation among competitors, clients, or strategic partners; and • the impact of new accounting rules.
Either or both of these factors could adversely affect our revenue and have a material adverse effect on our business, financial condition, results of operations and prospects. These trends have resulted in declining print advertising sales, and we expect these trends to continue in 2022 and beyond.
Either or both of these factors could adversely affect our revenue and have a material adverse effect on our business, financial condition, results of operations and prospects. These trends have resulted in declining print advertising sales, and we expect these trends to continue in 2024 and beyond.
As a result, we may not be able to maintain profitability in the future. 19 The continuing decline in the use of print directories and in our ability to attain new or renewed print agreements continues to adversely affect our business.
As a result, we may not be able to maintain profitability in the future. 16 The continuing decline in the use of print directories and in our ability to attain new or renewed print agreements continues to adversely affect our business.
We are continuing to expand our operations by offering our products and services in Australia and Canada, and may expand to additional markets outside of the U.S. in the future, which increases our exposure to the inherent risks of doing business in international markets.
We are continuing to expand our operations by offering our products and services in Australia, New Zealand and Canada, and may expand to additional markets outside of the U.S. in the future, which increases our exposure to the inherent risks of doing business in international markets.
Our competitors may also establish or strengthen cooperative relationships 16 with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our Thryv platform.
Our competitors may also establish or strengthen cooperative relationships 13 with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our Thryv platform.
The amount of revenue we recognize each quarter from our PYP directories is therefore directly related to the number of PYP directories we deliver to the intended market each quarter, which can vary dramatically based on the timing of the publication cycles.
The amount of revenue we recognize each quarter from our print directories is therefore directly related to the number of print directories we deliver to the intended market each quarter, which can vary dramatically based on the timing of the publication cycles.
We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market. Our PYP directories typically have 12-month publication cycles in Australia and 15 to 18-month publication cycles in the U.S.
We recognize revenue for print services at a point in time upon delivery of the published print directories containing customer advertisements to the intended market. Our print directories typically have 12-month publication cycles in Australia and New Zealand and 15 to 18-month publication cycles in the U.S.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline. The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us and/or our business.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline. The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us and/or our business.
Risks Related to the Economy, Disasters, COVID-19 Pandemic and Other External Factors Adverse economic conditions may have a material adverse effect on our business, financial condition and results of operations. Our business depends on the overall demand for marketing solutions, especially business management software by SMBs, and on the economic health of our current and prospective clients.
Risks Related to the Economy, Disasters, Epidemics, and Other External Factors Adverse economic conditions may have a material adverse effect on our business, financial condition and results of operations. Our business depends on the overall demand for marketing solutions, especially business management software by SMBs, and on the economic health of our current and prospective clients.
Our outstanding indebtedness could have a material adverse effect on our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations. We have a substantial amount of debt and significant debt service obligations.
Our outstanding indebtedness could have a material adverse effect on our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations.
In order to protect our trade names, including Thryv®, Thryv Leads®, Thryv Complete SM , Thryv Your Business Smarter®, The Real Yellow Pages®, Yellowpages.com®, Dexknows.com® and Superpages.com®, from domain name infringement or to prevent others from using internet domain names that associate their businesses with ours, Thryv seeks formal registrations from the USPTO, participates in a tracking service for all Thryv domestic and internal trademarks and 31 works with specialized outside counsel.
In order to protect our trade names, including Thryv®, Thryv Leads®, Thryv Complete SM , Thryv Your Business Smarter®, The Real Yellow Pages®, Yellowpages.com®, Dexknows.com®, Superpages.com®, Yellow.co.nz, Whitepages.co.nz, Finda.co.nz and Tourism.net.nz from domain name infringement or to prevent others from using internet domain names that associate their businesses with ours, Thryv seeks formal registrations from the USPTO, participates in a tracking service for all Thry v domestic and internal trademarks and works with specialized outside counsel.
SaaS segment and $58.5 million related to the Thryv International Marketing Services segment. The expected continued secular decline in industry demand for print services, increased 22 competition, changes in valuation assumptions or other factors could result in impairment charges in the future, which could have a material adverse effect on our results of operations.
SaaS segment and $63.7 million r elated to the Thryv International Marketing Services segment. The expected continued secular decline in industry demand for print services, increased competition, changes in valuation assumptions or other factors could result in impairment charges in the future, which could have a material adverse effect on our results of operations.
Our growth strategy is focused on the growth and expansion of our SaaS offerings; however, during 2022, 82.0% of our revenue was derived from our Marketing Services offerings. Maintenance of our Marketing Services business requires investment, specifically with respect to compliance updates and security controls.
Our growth strategy is focused on the growth and expansion of our SaaS offerings; however, during 2023, 71.2% of our revenue was derived from our Marketing Services offerings. Maintenance of our Marketing Services business requires investment, specifically with respect to compliance updates and security controls.
Anti-takeover provisions in our fourth amended and restated certificate of incorporation and second amended and restated bylaws and certain provisions of Delaware law could delay or prevent a change of control that may be favored by some stockholders.
Risks Related to Governance and Ownership Structure Anti-takeover provisions in our fourth amended and restated certificate of incorporation and second amended and restated bylaws and certain provisions of Delaware law could delay or prevent a change of control that may be favored by some stockholders.
A portion of our employees are represented by unions. Our business could be adversely affected by future labor negotiations and our ability to maintain good relations with our unionized employees. As of December 31, 2022, 294 employees, or 10% of our employees and 26% of our sales force, were represented by unions.
A portion of our employees are represented by unions. Our business could be adversely affected by future labor negotiations and our ability to maintain good relations with our unionized employees. As of December 31, 2023, 269 employees, or 9% of our employees and 25% of our sales force, were represented by unions.
The audit committee of the Board receives quarterly reports identifying major risk area exposures, such as cyber-security. In the event that the audit committee identifies significant risk exposures, including with respect to cyber-security, it will present such exposure to the Board to assess our risk identification, risk management and mitigation strategies.
In the event that the Audit Committee identifies significant risk exposures, including with respect to cyber-security, it will present such exposure to the Board to assess our risk identification, risk management and mitigation strategies.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition. We have outstanding warrants that are exercisable for our common stock.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.
This environment demands that we continuously improve our design and coordination of security controls throughout the Company. Our Board of Directors (the “ Board ”), in coordination with the audit committee thereof, has primary responsibility for overseeing cyber-security risk management and the effectiveness of security controls.
This environment demands that we continuously improve our design and coordination of security controls throughout the Company. Our Board of Directors (the “ Board ”), in coordination with the Audit Committee, has primary responsibility for overseeing cyber-security risk management and the effectiveness of security controls. The Audit Committee receives quarterly reports identifying major risk area exposures, such as cyber-security.
During the year ended December 31, 2022, the secular decline in industry demand for print services along with the trending decline in our Marketing Services client base and competition in the consumer search and display space adversely impacted certain of the assumptions used to estimate the discounted future cash flows of some of our reporting units for purposes of performing our interim goodwill impairment test.
During the year ended December 31, 2023, the secular decline in industry demand for print services, the trending decline in our Marketing Services client base, competition in the consumer search and display space, and the Company's strategic decision during the fourth quarter of 2023 to accelerate the conversion of clients from its digital Marketing Services solutions to its SaaS solutions adversely impacted certain of the assumptions used to estimate the discounted future cash flows of some of our reporting units for purposes of performing our goodwill impairment test.
This could have a material adverse effect on our business, financial condition and results of operations. One of our key growth strategies is to acquire other businesses or to invest in complementary companies, channels, platforms or technologies that we believe could expand our client base or otherwise offer growth opportunities into new markets.
One of our key growth strategies is to acquire other businesses or to invest in complementary companies, channels, platforms or technologies that we believe could expand our client base or otherwise offer growth opportunities into new markets.
Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern.
Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern. 35 In the future, we may be dependent upon our lenders for financing to execute our business strategy and to meet our liquidity needs.
If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.
If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be adversely affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.
Any failure of our Thryv platform and add-ons to operate effectively with future network platforms and technologies could reduce the demand for our Thryv platform and add-ons, result in client dissatisfaction and have a material adverse effect on our business, financial condition and results of operations. 20 We may be unsuccessful in identifying and acquiring suitable acquisition candidates or in integrating any businesses that are or have been acquired.
Any failure of our Thryv platform and add-ons to operate effectively with future network platforms and technologies could reduce the demand for our Thryv platform and add-ons, result in client dissatisfaction and have a material adverse effect on our business, financial condition and results of operations.
In the future, we may be dependent upon our lenders for financing to execute our business strategy and to meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a material adverse effect on our business, financial condition and results of operations.
If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a material adverse effect on our business, financial condition and results of operations.
As a result, we recognized a non-cash impairment charge of $102.0 million in the fourth quarter of 2022 to reduce goodwill for our Thryv U.S. Marketing Services segment. As of December 31, 2022, we had $566.0 million of goodwill, with $288.6 million related to the Thryv U.S. Marketing Services segment, $218.9 million related to the Thryv U.S.
As a result, we recognized total non-cash impairment charges of $268.8 million in the fourth quarter of 2023 to reduce goodwill for our Thryv U.S. Marketing Services segment. As of December 31, 2023, we had $302.4 million of goodwill, with $19.8 million related to the Thryv U.S. Marketing Services segment, $218.9 million related to the Thryv U.S.
As a consequence of these limitations and restrictions, we may not be able to make the payment of dividends on our common stock. Risks Related to Governance and Ownership Structure We incur increased costs and obligations as a result of being a public company.
As a consequence of these limitations and restrictions, we may not be able to make the payment of dividends on our common stock.
Our failure to comply with applicable laws, directives and regulations may result in enforcement action against us, including fines and imprisonment, or actions against our clients who may not fully understand the impact of these laws on their businesses and damage to our reputation, any of which may have an adverse effect on our business and operating results. 28 The costs of compliance with and other burdens imposed by, such laws and regulations that are applicable to us or to the businesses of our clients, may limit the use and adoption of our Thryv platform and add-ons and reduce overall demand, or lead to significant fines, penalties, or liabilities for any non-compliance with such privacy laws.
Our failure to comply with applicable laws, directives and regulations may result in enforcement action against us, including fines and imprisonment, or actions against our clients who may not fully understand the impact of these laws on their businesses and damage to our reputation, any of which may have an adverse effect on our business and operating results.
Furthermore, if we were unable to repay the amounts due and payable under the agreements governing our indebtedness, those lenders could proceed against the collateral granted to them to secure that indebtedness. 38 We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.
Furthermore, if we were unable to repay the amounts due and payable under the agreements governing our indebtedness, those lenders could proceed against the collateral granted to them to secure that indebtedness.
We may in the future be subject to one or more lawsuits, containing allegations that one of our platforms or clients using our platform violated industry-specific regulations and any 29 determination that we or our clients violated such regulations could expose us to significant damage awards that could, individually or in the aggregate, materially adversely affect our business.
We may in the future be subject to one or more lawsuits, containing allegations that one of our platforms or clients using our platform violated industry-specific regulations and any determination that we or our clients violated such regulations could expose us to significant damage awards that could, individually or in the aggregate, materially adversely affect our business. 26 Clients may depend on our solutions to enable them to comply with applicable laws, or may not fully comprehend the applicable laws’ impact on them when using our solutions, which requires us and our third-party providers to constantly monitor applicable laws and to make applicable changes to our solutions.
If we fail to successfully promote and maintain our brand, our business could suffer. We may not be able to maintain profitability in the future, and our past performance may not be indicative of our future performance. As of December 31, 2022 , we had an accumulated deficit of $238.9 million .
If we fail to successfully promote and maintain our brand, our business could suffer. We may not be able to maintain profitability in the future, and our past performance may not be indicative of our future performance. During the year ended December 31, 2023, we generated a net loss of $259.3 million.
Legal, Tax, Regulatory and Compliance Risks Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security.
If a union decides to strike and others choose to honor its picket line, it could have a material adverse effect on our business. 24 Legal, Tax, Regulatory and Compliance Risks Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security.
Work stoppages or slowdowns involving our union-represented employees, or those of our suppliers, could significantly disrupt our operations and increase operating costs, which would have a material adverse effect on our business. 27 The inability to negotiate acceptable terms with the unions could also result in increased operating costs from higher wages or benefits paid to union employees or replacement workers.
In addition, the employees of some of our key suppliers are represented by unions. Work stoppages or slowdowns involving our union-represented employees, or those of our suppliers, could significantly disrupt our operations and increase operating costs, which would have a material adverse effect on our business.
The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.
The extent to which a public health epidemic or outbreak impacts our operations will depend on future developments, including the duration of the outbreak, the severity of the outbreak and the actions to contain the outbreak or treat its impact, among others.
If the pandemic has a continued and substantial impact on the ability of our clients to purchase our solutions, our results of operations and overall financial performance may be harmed. In response to the pandemic, we implemented a work from home policy, with the majority of our employees conducting their work outside of our physical offices.
If an outbreak has a continued and substantial impact on the ability of our clients to purchase our solutions, our results of operations and overall financial performance may be harmed.
Any of these results could have a material adverse effect on our business, financial condition and results of operations. 39 Changes in key assumptions could result in additional underfunded pension obligations, resulting in the need for additional plan funding by us and increased pension expenses .
Changes in key assumptions could result in additional underfunded pension obligations, resulting in the need for additional plan funding by us and increased pension expenses . We have material pension liabilities, some of which represent underfunded liabilities under our frozen pension plans.
We have material pension liabilities, some of which represent underfunded liabilities under our frozen pension plans. Changes in the interest rate environment, inflation, mortality rate assumptions or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding.
Changes in the interest rate environment, inflation, mortality rate assumptions or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding. Additionally, a material deterioration in the funded status of the plans could significantly increase our pension expenses, potentially impacting our cash flow and profitability in the future.
Disruptions in the financial markets can also adversely affect our lenders, insurers, clients and other counterparties.
Disruptions in the financial markets can also adversely affect our lenders, insurers, clients and other counterparties. Any of these results could have a material adverse effect on our business, financial condition and results of operations.
Even after the COVID-19 pandemic has subsided, we may experience significant impacts to our business as a result of the economic impact of the COVID-19 pandemic, including any economic downturn or recession or other long-term effects that have occurred or may occur in the future. 26 Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
Risks Related to Ownership of Our Common Stock The trading market of our shares of common stock may not continue to be active or liquid and the market price of our shares of common stock may be volatile. Our common stock is listed and traded on the Nasdaq Capital Market (“ Nasdaq ”).
Risks Related to Ownership of Our Common Stock The market price of our shares of common stock may be volatile.
Despite quarantining and adjustments of work schemes, our employees or staff have been, and may continue to be affected by the coronavirus epidemic, and we may experience significant future disruptions to our business operations, which may adversely affect our service quality and thereby our business reputation.
Depending on the severity of the outbreak, we may experience significant future disruptions to our business operations, which may adversely affect our service quality and thereby our business reputation. In addition, the spread and impact of an outbreak could adversely impact demand for our clients’ services or the level of business conducted by our clients.
If we are unable to acquire new clients cost effectively, we may incur net losses.
If we are unable to acquire new clients cost effectively, we may incur net losses in the future. Our expenses may increase in the future due to additional investment in product development or expenses related to acquisitions, which could impact our ability to sustain profitability in the future.
These changes require a commitment of additional resources. The commitment of resources required for implementing them could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, the conversion of these clients could have an adverse effect on certain of the Company’s key business metrics, such as a reduction in total clients and reduced SaaS monthly ARPU. Any of these negative effects could have a material adverse effect on our business, results of operations and financial condition.
Removed
For example, during the third quarter of fiscal 2023, due to the timing of publication cycles, we expect to deliver fewer PYP publications than compared to the third quarter of fiscal 2022, resulting in lower year-over-year Marketing Services revenues.
Added
We may be unsuccessful in identifying and acquiring suitable acquisition candidates or in integrating any businesses that are or have been acquired. This could have a material adverse effect on our business, financial condition and results of operations.

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Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeItem 2. Properties As of December 31, 2022 , we have eleven properties, all of which are leased. On June 23, 2020, we announced our plans to become a “Remote First” company, meaning that the majority of our workforce will continue to operate in a remote working environment indefinitely.
Biggest changeItem 2. Properties As of December 31, 2023 , we have eleven properties, all of which are leased. Since June 2020, we have operated as a “Remote First” company, meaning that the majority of our workforce operates in a remote working environment.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

113 edited+33 added−62 removed70 unchanged
Biggest changeAdditionally, we experienced an increase in engagement from existing clients, as SMBs increased virtual interactions with their customers in lieu of in-person interactions as a result of the COVID-19 pandemic. 51 Results of Operations Consolidated Results of Operations The following table sets forth certain consolidated financial data for each of the periods indicated: Years Ended December 31, 2022 (1) 2021 (2) (in thousands of $) Amount % of Revenue Amount % of Revenue Revenue $ 1,202,388 100 % $ 1,113,382 100 % Cost of services 422,006 35.1 % 408,043 36.6 % Gross profit 780,382 64.9 % 705,339 63.4 % Operating expenses: Sales and marketing 362,432 30.1 % 357,813 32.1 % General and administrative 216,406 18.0 % 153,902 13.8 % Impairment charges 102,222 8.5 % 3,611 0.3 % Total operating expenses 681,060 56.6 % 515,326 46.3 % Operating income 99,322 8.3 % 190,013 17.1 % Other income (expense): Interest expense (60,407) 5.0 % (66,374) 6.0 % Other components of net periodic pension benefit (cost) 44,612 3.7 % 14,829 1.3 % Other income (expense) 15,448 1.3 % (4,154) 0.4 % Income before income tax (expense) 98,975 8.2 % 134,314 12.1 % Income tax (expense) (44,627) 3.7 % (32,737) 2.9 % Net income $ 54,348 4.5 % $ 101,577 9.1 % Other financial data: Adjusted EBITDA (3) $ 333,342 27.7 % $ 350,523 31.5 % Adjusted Gross Profit (4) $ 819,150 $ 758,952 Adjusted Gross Margin (5) 68.1 % 68.2 % (1) Consolidated results of operations includes Vivial's results of operations subsequent to the January 21, 2022 acquisition date.
Biggest changeOther Income (Expense) Other income (expense) consists of interest expense, other components of net periodic pension (cost) benefit, and other income (expense), which includes a bargain purchase gain as a result of the Vivial Acquisition during the year ended December 31, 2022, and foreign currency-related income and expense. 46 Results of Operations Consolidated Results of Operations The following table sets forth certain consolidated financial data for each of the periods indicated: Years Ended December 31, 2023 (1) 2022 (2) (in thousands of $) Amount % of Revenue Amount % of Revenue Revenue $ 916,961 100 % $ 1,202,388 100 % Cost of services 338,714 36.9 % 422,006 35.1 % Gross profit 578,247 63.1 % 780,382 64.9 % Operating expenses: Sales and marketing 300,538 32.8 % 362,432 30.1 % General and administrative 208,880 22.8 % 216,406 18.0 % Impairment charges 268,846 29.3 % 102,222 8.5 % Total operating expenses 778,264 84.9 % 681,060 56.6 % Operating (loss) income (200,017) 21.8 % 99,322 8.3 % Other income (expense): Interest expense (61,728) 6.7 % (60,407) 5.0 % Other components of net periodic pension benefit 2,719 0.3 % 44,612 3.7 % Other (expense) income (1,518) 0.2 % 15,448 1.3 % (Loss) income before income tax benefit (expense) (260,544) 28.4 % 98,975 8.2 % Income tax benefit (expense) 1,249 0.1 % (44,627) 3.7 % Net (loss) income $ (259,295) 28.3 % $ 54,348 4.5 % Other financial data: Adjusted EBITDA (3) $ 187,515 20.4 % $ 333,342 27.7 % Adjusted Gross Profit (4) $ 605,849 $ 819,150 Adjusted Gross Margin (5) 66.1 % 68.1 % (1) Consolidated results of operations includes Yellow's results of operations subsequent to the April 3, 2023 acquisition date.
We define Adjusted EBITDA (“ Adjusted EBITDA ”) as Net income plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Transaction costs, Stock-based compensation expense (benefit), Impairment charges and non-operating expenses, such as, Other components of net periodic pension (benefit) cost, Non-cash (gain) loss from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred.
We define Adjusted EBITDA (“ Adjusted EBITDA ”) as Net (loss) income plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Transaction costs, Stock-based compensation expense (benefit), Impairment charges and non-operating expenses, such as, Other components of net periodic pension (benefit) cost, Non-cash (gain) loss from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred.
Adjusted EBITDA should not be considered as an alternative to Net income (loss) as a performance measure. We define Adjusted Gross Profit (“ Adjusted Gross Profit ”) and Adjusted Gross Margin (“ Adjusted Gross Margin ”) as Gross profit and Gross margin, respectively, adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense (benefit).
Adjusted EBITDA should not be considered as an alternative to Net (loss) income as a performance measure. We define Adjusted Gross Profit (“ Adjusted Gross Profit ”) and Adjusted Gross Margin (“ Adjusted Gross Margin ”) as Gross profit and Gross margin, respectively, adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense (benefit).
Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Reconciliation of Adjusted Gross Profit Gross profit $ 539,543 $ 130,272 $ 108,496 $ 2,071 $ 780,382 Plus: Depreciation and amortization expense 17,800 4,657 15,385 505 38,347 Stock-based compensation expense 332 89 — — 421 Adjusted Gross Profit $ 557,675 $ 135,018 $ 123,881 $ 2,576 $ 819,150 Gross Margin 65.8 % 61.5 % 65.4 % 45.6 % 64.9 % Adjusted Gross Margin 68.0 % 63.7 % 74.6 % 56.7 % 68.1 % Year Ended December 31, 2021 Thryv U.S.
Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Reconciliation of Adjusted Gross Profit Gross profit $ 539,543 $ 130,272 $ 108,496 $ 2,071 $ 780,382 Plus: Depreciation and amortization expense 17,800 4,657 15,385 505 38,347 Stock-based compensation expense 332 89 — — 421 Adjusted Gross Profit $ 557,675 $ 135,018 $ 123,881 $ 2,576 $ 819,150 Gross Margin 65.8 % 61.5 % 65.4 % 45.6 % 64.9 % Adjusted Gross Margin 68.0 % 63.7 % 74.6 % 56.7 % 68.1 % 52 Year Ended December 31, 2021 Thryv U.S.
We believe that strategic acquisitions of marketing services companies globally will expand our client base and provide additional opportunities to offer our SaaS solutions. Print Publication Cycle We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market.
We believe that strategic acquisitions of marketing services companies globally will expand our client base and provide additional opportunities to offer our SaaS solutions. 43 Print Publication Cycle We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market.
If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations. 48 Factors Affecting Our Performance Our operations can be impacted by, among other factors, general economic conditions and increased competition with the introduction of new technologies and market entrants.
If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations. Factors Affecting Our Performance Our operations can be impacted by, among other factors, general economic conditions and increased competition with the introduction of new technologies and market entrants.
Ability to Grow Through Expansion and Acquisition Our growth prospects depend upon our ability to successfully develop new markets. We currently serve the United States, Australian, and Canadian SMB markets and plan to leverage strategic acquisitions or initiatives to expand our client base domestically and enter new markets internationally.
Ability to Grow Through Expansion and Acquisition Our growth prospects depend upon our ability to successfully develop new markets. We currently serve the United States, Australian, New Zealand and Canadian SMB markets and plan to leverage strategic acquisitions or initiatives to expand our client base domestically and enter new markets internationally.
Overview We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. We are one of the largest domestic providers of SaaS end-to-end customer experience tools and digital marketing solutions to small-to-medium sized businesses.
Overview We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. We are one of the largest providers of SaaS end-to-end customer experience tools and digital marketing solutions to small-to-medium sized businesses.
On January, 21, 2022, we acquired Vivial Media Holdings, Inc. (“ Vivial ”), a marketing and advertising company, for $22.8 million in cash, subject to certain adjustments. Vivial results are included in the Thryv U.S. Marketing Services segment. Our Thyrv U.S.
On January, 21, 2022, we acquired Vivial Media Holdings, Inc. (“ Vivial ”), a marketing and advertising company, for $22.8 million in cash, subject to certain adjustments. Vivial results are included in the Thryv U.S. Marketing Services segment. Our Thryv U.S.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock The Company completed a direct listing on October 1, 2020. The Company's common stock, par value $0.01 (the “common stock” ) trades on Nasdaq under the symbol “THRY”.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock The Company completed a direct listing on October 1, 2020. The Company's common stock, par value $0.01 (the “common stock” ), trades on the Nasdaq Capital Market (“ Nasdaq ”) under the symbol “THRY”.
The Term Loan Facility requires mandatory amortization payments equal to $17.5 million per fiscal quarter . As of December 31, 2022, no portion of the Term Loan was held by related parties who were equity holders of the Company on that date.
The Term Loan Facility requires mandatory amortization payments equal to $17.5 million per fiscal quarter . As of December 31, 2023 and 2022, no portion of the Term Loan was held by related parties who were equity holders of the Company on that date.
The transaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and may involve the use of estimates. These judgments involve consideration of historical and expected experience with the customer and other similar customers. The Company’s contracts with customers may include multiple performance obligations.
The transaction price of a contract primarily consists of fixed consideration components pursuant to the applicable contractual terms and may involve the use of estimates. These judgments involve consideration of historical and expected experience with the customer and other similar customers. The Company’s contracts with customers may include multiple performance obligations.
Our PYP directories typically have 12-month publication cycles in Australia and 15 to 18-month publication cycles in the U.S. As a result, we typically record revenue for each publication only once every 12 to 18 months, depending on the publication cycle of the directory.
Our PYP directories typically have 12-month publication cycles in Australia and New Zealand and 15 to 18-month publication cycles in the U.S. As a result, we typically record revenue for each publication only once every 12 to 18 months, depending on the publication cycle of the directory.
Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations. We serve approximately 390,000 SMB clients globally through four business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services, and Thryv International SaaS. Our Thryv U.S.
Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations. We serve approximately 350,000 SMB clients globally through four business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services, and Thryv International SaaS. Our Thryv U.S.
We are evaluating the costs and benefits of initiating a hedging program and may in the future hedge selected significant transactions denominated in currencies other than the U.S. dollar as we expand our international operations and our risk grows. 65
We are evaluating the costs and benefits of initiating a hedging program and may in the future hedge selected significant transactions denominated in currencies other than the U.S. dollar as we expand our international operations and our risk grows. 58
Per the terms of the Term Loan Facility, payments of the Term Loan balance are determined by the Company's Excess Cash Flow (as defined within the Term Loan Facility). We are in compliance with all covenants under the Term Loan and ABL Facility as of December 31, 2022.
Per the terms of the Term Loan Facility, payments of the Term Loan balance are determined by the Company's Excess Cash Flow (as defined within the Term Loan Facility). We are in compliance with all covenants under the Term Loan and ABL Facility as of December 31, 2023.
The increase was driven by increased demand for our Thryv SaaS product as SMBs 53 accelerate their move away from manual processes and towards cloud platforms to more efficiently manage and grow their businesses, and by our success in re-focusing our go-to-market and onboarding strategy to target higher value clients.
The increase was driven by increased demand for our Thryv SaaS solution as SMBs accelerate their move away from manual processes and towards cloud platforms to more efficiently manage and grow their businesses, and by our success in re-focusing our go-to-market and onboarding strategy to target higher value clients.
The Term Loan established the Term Loan Facility in an aggregate principal amount equal to $700.0 million, of which 38.4% was held by related parties who were equity holders of the Company, as of March 1, 2021.
The Term Loan established the Term Loan Facility in an aggregate principal amount equal to $700.0 million, of which 38.4% was held by related parties who were equity holders of the Company, as of March 1, 2021. The Term Loan Facility matures on March 1, 2026.
(5) See “ Non-GAAP Financial Measures ” for a definition of Adjusted Gross Margin. 52 Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 Revenue The following table summarizes revenue by business segment for the periods indicated : Years Ended December 31, Change 2022 (1) 2021 (2) Amount % (in thousands of $) (unaudited) Thryv U.S.
(5) See “ Non-GAAP Financial Measures ” for a definition of Adjusted Gross Margin. 47 Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Revenue The following table summarizes revenue by business segment for the periods indicated : Years Ended December 31, Change 2023 (1) 2022 (2) Amount % (in thousands of $) (unaudited) Thryv U.S.
The ABL Amendment was entered into in order to permit the term loan refinancing, the Thryv Australia Acquisition and make certain other changes to the ABL credit agreement, including, among others: • revise the maximum revolver amount to $175.0 million; • reduce the interest rate per annum to (i) 3-month LIBOR plus 3.00% for LIBOR loans and (ii) base rate plus 2.00% for base rate loans; • reduce the commitment fee on undrawn amounts under the ABL Facility to 0.375%; • extend the maturity date of the ABL Facility to the earlier of March 1, 2026 and 91 days prior to the stated maturity date of the Term Loan Facility; • add the Australian subsidiaries acquired pursuant to the Thryv Australia Acquisition as borrowers and guarantors, and establish an Australian borrowing base; and • make certain other conforming changes consistent with the Term Loan Agreement.
The ABL Amendment was entered into in order to permit the term loan refinancing, the Thryv Australia Acquisition and make certain other changes to the ABL credit agreement, including, among others: • revise the maximum revolver amount to $175.0 million; • reduce the interest rate per annum to (i) 3-month LIBOR plus 3.00% for LIBOR loans and (ii) base rate plus 2.00% for base rate loans; • reduce the commitment fee on undrawn amounts under the ABL Facility to 0.375%; • extend the maturity date of the ABL Facility to the earlier of March 1, 2026 and 91 days prior to the stated maturity date of the Term Loan Facility; • add the Australian subsidiaries acquired pursuant to the Thryv Australia Acquisition as borrowers and guarantors, and establish an Australian borrowing base; and • make certain other conforming changes consistent with the Term Loan Agreement. 54 As of December 31, 2023, the Company had borrowing base availability of $50.1 million.
Changes in the estimates and assumptions incorporated in our impairment assessment could materially affect the determination of fair value and the associated impairment charge. On October 1, 2022, we performed our annual impairment test in accordance with ASC 350-30-35, Intangibles-Goodwill and Other .
Changes in the estimates and assumptions incorporated in our impairment assessment could materially affect the determination of fair value and the associated impairment charge. On October 1, 2023 and December 31, 2023, we performed our annual impairment test in accordance with ASC 350-30-35, Intangibles-Goodwill and Other .
The graph assumes $100 was invested in each of the Company’s common stock, the Nasdaq Composite Index and the Nasdaq Computer Index as of the market close on October 1, 2020.
The graph assumes $100 was invested in each of the Company’s common stock, the Nasdaq Composite Index and the Russell 2000 Index as of the market close on October 1, 2020.
As of February 21, 2023 , there were 50 stockholders of record of our common stock (including nominee holders such as banks and brokerage firms who hold shares for beneficial owners), although we believe that the number of beneficial owners is much higher. Prior to the direct listing, there was no public trading market for our common stock .
As of February 20, 2024 , there were 41 stockholders of record of our common stock (including nominee holders such as banks and brokerage firms who hold shares for beneficial owners), although we believe that the number of beneficial owners is much higher. Prior to the direct listing, there was no public trading market for our common stock .
Performance Graph The following graph shows a comparison from October 1, 2020 (the date our common stock commenced trading on Nasdaq) through December 31, 2022, of the cumulative total return for our common stock, the Nasdaq Composite Index and the Nasdaq Computer Index, calculated on a dividend-reinvested basis.
Performance Graph The following graph shows a comparison from October 1, 2020 (the date our common stock commenced trading on Nasdaq) through December 31, 2023, of the cumulative total return for our common stock, the Nasdaq Composite Index and the Russell 2000 Index, calculated on a dividend-reinvested basis.
(4) Total clients is less than the sum of the Marketing Services and SaaS, since clients that purchase both Marketing Services and SaaS products are counted in each category, but only counted once in the Total. Marketing Services clients decreased by 28 thousand, or 7%, as of December 31, 2022 as compared to December 31, 2021.
(4) Total clients is less than the sum of the Marketing Services and SaaS, since clients that purchase both Marketing Services and SaaS products are counted in each category, but only counted once in the Total. Marketing Services clients decreased by 48 thousand, or 13%, as of December 31, 2023 as compared to December 31, 2022.
Substantially all this debt bears interest at floating rates. Changes in interest rates affect the interest expense we pay on our floating rate debt. A hypothetical 100 basis point increase in interest rates would increase our interest expense by approxi mately $4.8 million annually bas ed on the debt outstanding at December 31, 2022.
Substantially all this debt bears interest at floating rates. Changes in interest rates affect the interest expense we pay on our floating rate debt. A hypothetical 100 basis point increase in interest rates would increase our interest expense by approxi mately $3.6 million annually bas ed on the debt outstanding at December 31, 2023.
Marketing Services segment provides both print and digital solutions and generated $820.0 million, $797.5 million, and $979.6 million of consolidated revenues for the years ended December 31, 2022, 2021, and 2020, respectively.
Marketing Services segment provides both print and digital solutions and generated $510.5 million, $820.0 million, and $797.5 million of consolidated revenues for the years ended December 31, 2023, 2022, and 2021, respectively.
This increase was partially offset by a continued trending decline in the Company’s Marketing Services client base and significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook. SaaS Revenue Thryv U.S.
The decrease was primarily driven by a continued trending decline in the Company’s Marketing Services client base and significant competition in the consumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook. 48 SaaS Revenue Thryv U.S.
Federal statutory rate primarily due to our geographic mix of taxable income in various tax jurisdictions, and tax permanent differences primarily attributable to the impact of the goodwill impairment allocated to non-deductible goodwill and non-deductible executive compensation.
Federal statutory rate in the current year primarily due to our geographic mix of taxable income in various tax jurisdictions, and tax permanent differences primarily attributable to the impact of the goodwill impairment allocated to non-deductible goodwill and unrecognized tax benefits.
As of December 31, (in thousands) 2022 2021 2020 Clients (1) Marketing Services (2) 362 390 318 SaaS (3) 52 46 44 Total (4) 387 409 334 (1) Clients include total clients from all four of our business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS.
As of December 31, (in thousands) 2023 2022 2021 Clients (1) Marketing Services (2) 314 362 390 SaaS (3) 66 52 46 Total (4) 346 387 409 (1) Clients include total clients from all four of our business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS.
Other Income (Expense) During the year ended December 31, 2022, the Company recognized other income of $15.4 million, which primarily represents the $10.9 million bargain purchase gain as a result of the Vivial Acquisition and foreign currency-related gains.
Other (Expense) Income During the year ended December 31, 2023, the Company incurred other expenses of $1.5 million, which primarily represented foreign currency-related losses. During the year ended December 31, 2022, the Company recognized other income of $15.4 million, which primarily represented a $10.9 million bargain purchase gain as a result of the Vivial Acquisition and foreign currency-related gains.
(2) Consolidated results of operations includes Thryv Australia's results of operations subsequent to the March 1, 2021 acquisition date. (3) See “ Non-GAAP Financial Measures ” for a definition of Adjusted EBITDA and a reconciliation to Net income, the most directly comparable measure presented in accordance with GAAP.
(2) Consolidated results of operations includes Vivial's results of operations subsequent to the January 21, 2022 acquisition date. (3) See “ Non-GAAP Financial Measures ” for a definition of Adjusted EBITDA and a reconciliation to Net (loss) income, the most directly comparable measure presented in accordance with GAAP.
Monthly ARPU for Marketing Services decreased by $35, or 16%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, and $9, or 4%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.
Monthly ARPU for Marketing Services decreased by $20, or 11%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, and $35, or 16%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Monthly ARPU for SaaS increased by $38, or 11%, during the year ended December 31, 2022 compared to the year ended December 31, 2021, and increased by $75, or 29%, during the year ended December 31, 2021 compared to the year ended December 31, 2020.
Monthly ARPU for SaaS increased by $3, or 1%, during the year ended December 31, 2023 compared to the year ended December 31, 2022, and increased by $38, or 11%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.
Adjusted EBITDA Adjusted EBITDA decreased by $17.2 million, or 4.9%, f or the year ended December 31, 2022 compared to the year ended December 31, 2021 . The decrease in Adjusted EBITDA was primarily driven by the secular decline in both our Thryv U.S. and International Marketing Services segments.
Adjusted EBITDA Adjusted EBITDA decreased by $145.8 million, or 43.7%, f or the year ended December 31, 2023 compared to the year ended December 31, 2022 . The decrease was primarily driven by the secular decline in both our Thryv U.S. and International Marketing Services segments.
The Term Loan Facility matures on March 1, 2026 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans).
Prior to June 30, 2023, borrowings under the Term Loan Facility bore interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans).
Cash Flows from Investing Activities Net cash used in investing activities decreased by $144.5 million, or 73.5%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Cash Flows from Investing Activities Net cash used in investing activities decreased by $9.5 million, or 18.3%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Debt Term Loan On March 1, 2021, the Company entered into the Term Loan. The proceeds of the Term Loan were used to finance the Thryv Australia Acquisition, refinance in full the Company's Senior Term Loan and pay fees and expenses related to the Thryv Australia Acquisition and related financing.
The proceeds of the Term Loan were used to finance the Thryv Australia Acquisition, refinance in full the Company's Senior Term Loan and pay fees and expenses related to the Thryv Australia Acquisition and related financing.
Total clients decreased by 22 thousand, or 5%, as of December 31, 2022 as compared to December 31, 2021. Total clients increased by 75 thousand, or 22%, as of December 31, 2021 as compared to December 31, 2020.
Total clients decreased by 41 thousand, or 11%, as of December 31, 2023 as compared to December 31, 2022. Total clients decreased by 22 thousand, or 5%, as of December 31, 2022 as compared to December 31, 2021.
Monthly active users increased by 2 thousand, or 7%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The number of monthly active users increased period-over-period as we continued efforts to increase engagement among our SaaS clients, such as enhancing the initial sales process, the client onboarding experience, and lifecycle management.
The number of monthly active users increased for the year ended December 31, 2022 compared to the year ended December 31, 2021 resulting from our efforts to increase engagement among our SaaS clients, such as enhancing the initial sales process, the client onboarding experience, and lifecycle management.
Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Reconciliation of Adjusted Gross Profit Gross profit $ 539,866 $ 104,944 $ 60,761 $ (232) $ 705,339 Plus: Depreciation and amortization expense 16,978 3,700 32,463 92 53,233 Stock-based compensation expense 309 71 — — 380 Adjusted Gross Profit $ 557,153 $ 108,715 $ 93,224 $ (140) $ 758,952 Gross Margin 67.7 % 61.6 % 42.0 % (41.9) % 63.4 % Adjusted Gross Margin 69.9 % 63.8 % 64.4 % (25.3) % 68.2 % 57 Year Ended December 31, 2020 Thryv U.S.
Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Reconciliation of Adjusted Gross Profit Gross profit $ 539,866 $ 104,944 $ 60,761 $ (232) $ 705,339 Plus: Depreciation and amortization expense 16,978 3,700 32,463 92 53,233 Stock-based compensation expense 309 71 — — 380 Adjusted Gross Profit $ 557,153 $ 108,715 $ 93,224 $ (140) $ 758,952 Gross Margin 67.7 % 61.6 % 42.0 % (41.9) % 63.4 % Adjusted Gross Margin 69.9 % 63.8 % 64.4 % (25.3) % 68.2 % Liquidity and Capital Resources Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own.
As a result, the Company recognized a non-cash impairment charge of $102.0 million in the fourth quarter of 2022 to reduce goodwill for its Thryv U.S. Marketing Services reporting unit. No goodwill impairment charges were recorded on the Company's other reporting units during the year ended December 31, 2022.
As a result, the Company recognized a non-cash impairment charge of $268.8 million in the fourth quarter of 2023 to reduce goodwill in its Thryv U.S. Marketing Services reporting unit. Additionally, the Company recognized a non-cash impairment charge of $102.0 million during the year ended December 31, 2022 to reduce goodwill in its Thryv U.S. Marketing Services reporting unit.
For quarter- and year-ending periods, total clients from the last month in the period are reported. A single client may have separate r evenue-generating accounts for multiple Marketing Services solutions or SaaS offerings, but we count these as one client when the accounts are managed by the same business entity or individual.
A single client may have separate r evenue-generating accounts for multiple Marketing Services solutions or SaaS offerings, but we count these as one client when the accounts are managed by the same business entity or individual.
We had total recorded debt outstanding of $469.8 million (net of $14.1 million of unamortized original issue discount ( “ OID ” ) and debt issuance cost) at December 31, 2022, which was comprised of amounts outstanding under our Term Loan of $429.4 million and ABL Facility of $54.6 million.
We had total recorded debt outstanding of $348.9 million (net of $9.3 million of unamortized original issue discount ( “ OID ” ) and debt issuance cost) at December 31, 2023, which was comprised of amounts outstanding under our Term Loan of $309.4 million and ABL Facility of $48.8 million.
Income Tax (Expense) Benefit Income tax (expense) increased by $11.9 million, or 36.3%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. The effective tax rate was 45.1% and 24.4% for the year ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the 21.0% U.S.
Income Tax Benefit (Expense) Income tax expense decreased by $45.9 million, or 102.8%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The effective tax rate was 0.5% and 45.1% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the 21.0% U.S.
I tem 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk As of December 31, 2022, we had total recorded debt outstanding of $469.8 million (net of $14.1 million of unamortized original issue discount and debt issuance costs), which was comprised of amounts outstanding under our Term Loan of $429.4 million and ABL Facility of $54.6 million.
Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk As of December 31, 2023, we had total recorded debt outstanding of $348.9 million (net of $9.3 million of unamortized original issue discount and debt issuance costs), which was comprised of amounts outstanding under our Term Loan of $309.4 million and ABL Facility of $48.8 million .
As of December 31, (in thousands) 2022 2021 2020 Monthly Active Users - SaaS 41 30 28 Monthly active users increased by 11 thousand, or 37%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
As of December 31, (in thousands) 2023 2022 2021 Monthly Active Users - SaaS 40 41 30 Monthly active users decreased by 1 thousand, or 2%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
We have experienced and will continue to experience fluctuations in our Net income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.
Since we translate foreign currencies into U.S. dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results. 57 We have experienced and will continue to experience fluctuations in our Net (loss) income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.
Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. In 2022, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions. 47 Impact of COVID-19 In March 2020, the World Health Organization categorized COVID-19 as a pandemic.
Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. In 2023, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions.
We believe that the assumptions and estimates associated with revenue recognition, business combinations, goodwill and intangible assets, capitalized software and development, pension obligation, income taxes, including net valuation allowance, and stock-based compensation expense have the greatest potential impact on our audited consolidated financial statements. Therefore, we consider these to be our critical accounting estimates.
We believe that the assumptions and estimates associated with revenue recognition, business combinations, goodwill, pension obligations, and income taxes have the greatest potential impact on our audited consolidated financial statements. Therefore, we consider these to be our critical accounting estimates.
SaaS segment, the Vivial Acquisition and the result of increasing the terms of our print publications from 15 months to 18 months in our Thryv U.S. Marketing Services segment.
The decrease was partially offset by the result of increasing the terms of our Print publications from 15 months to 18 months in our Thryv U.S. Marketing Services segment and growth in our Thryv U.S. and International SaaS segments.
We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be used by investors to help analyze the health of our business. 49 Total Clients We define total clients as the number of SMB accounts with one or more revenue-generating solutions in a particular period.
We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be used by investors to help analyze the health of our business.
(6) During the year ended December 31, 2022, Other primarily represents the bargain purchase gain as a result of the Vivial Acquisition, partially offset by foreign exchange-related expense. During the years ended December 31, 2021 and 2020, Other primarily includes expenses related to potential non-income based tax liabilities and foreign exchange-related expense.
(6) During the year ended December 31, 2023, Other includes expenses related to the valuation of certain assets as a result of the acquisition of Thryv Australia and foreign exchange related expense. During the year ended December 31, 2022, Other primarily represents the bargain purchase gain as a result of the Vivial Acquisition, partially offset by foreign exchange-related expense.
SaaS revenue increased by $41.3 million, or 24.2%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
SaaS revenue increased by $41.8 million, or 19.7%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Other Income (Expense) Interest Expense Interest expense decreased by $6.0 million, or 9.0%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, driven primarily by lower outstanding debt balances resulting from payments of $112.5 million made on our Term Loan, partially offset by the impact of higher interest rates during the year ended December 31, 2022, compared to the year ended December 31, 2021, Other Components of Net Periodic Pension Benefit (Cost) Other components of net periodic pension benefit (cost) increased by $29.8 million for the year ended December 31, 2022.
Other Income (Expense) Interest Expense Interest expense increased by $1.3 million, or 2.2%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, driven primarily by the impact of higher interest rates during the year, partially offset by lower outstanding debt balances resulting from payments made on our Term Loan.
ThryvPay SM , 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.
ThryvPay SM , 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 include AI-assisted website development, SEO tools, Google Business Profile optimization, and Hub by Thryv SM .
This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital. Investment in Growth We intend to continue to invest in the growth of our U.S. and international SaaS segments.
This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital.
The primary driver of the decrease in total clients as of December 31, 2022 was the secular decline in the print media business combined with increasing competition in the digital media space, partially offset by an increase in SaaS clients.
The primary driver of 44 these decreases was the secular decline in the print media business combined with increasing competition in the digital media space, partially offset by an increase in SaaS clients and acquisitions of companies with established clients.
Additionally, no goodwill impairment charges were recorded in the Company’s consolidated statements of operations and comprehensive income for the years ended December 31, 2021 and 2020. 62 As of December 31, 2022, goodwill was $566.0 million.
No goodwill impairment charges were recorded in the Company’s consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2021. 56 As of December 31, 2023, goodwill was $302.4 million.
SaaS clients increased by 2 thousand, or 5%, as of December 31, 2021 as compared to December 31, 2020. These increases resulted from our continuing focus on new SaaS client acquisition through improved identification of prospects, improved selling methods, introduction of new product features, and a small but growing international footprint.
These increases resulted from focusing on offering our SaaS solutions to our current Marketing Services clients, as well as continuing to focus on new SaaS client acquisition through improved identification of prospects, improved selling methods, introduction of new product features, and a small but growing international footprint.
Our Thryv International Marketing Services segment is comprised of Thryv Australia Pty Ltd, which we acquired on March 1, 2021. Our Thryv International Marketing Services segment provides both print and digital solutions and generated $166.0 million of consolidated revenues for the year ended December 31, 2022, and $144.8 million of consolidated revenues for the ten months ended December 31, 2021.
Our Thryv International Marketing Services segment provides both print and digital solutions and generated $142.7 million and $166.0 million of consolidated revenues for the years ended December 31, 2023 and 2022, respectively, and $144.8 million for the ten months ended December 31, 2021 .
Note that past stock price performance is not necessarily indicative of future stock price performance. 45 10/01/2020 12/31/2020 12/31/2021 12/30/2022 Thryv Holdings, Inc. $ 100.00 $ 96.43 $ 293.79 $ 135.71 Nasdaq Composite Index $ 100.00 $ 114.14 $ 138.55 $ 92.69 Nasdaq Computer Index $ 100.00 $ 112.08 $ 154.51 $ 99.23 I tem 6. [Reserved] 46 I tem 7.
Note that past stock price performance is not necessarily indicative of future stock price performance. 40 10/01/2020 12/31/2020 12/31/2021 12/30/2022 12/29/2023 Thryv Holdings, Inc. $ 100.00 $ 96.43 $ 293.79 $ 135.71 $ 145.36 Nasdaq Composite Index $ 100.00 $ 114.14 $ 138.55 $ 92.69 $ 132.94 Russell 2000 Index $ 100.00 $ 128.97 $ 146.64 $ 115.02 $ 132.38 I tem 6. [Reserved] 41 I tem 7.
As of December 31, 2022, the Company had borrowing capacity of $91.9 million under the ABL Facility. 60 Critical Accounting Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
This change was primarily due to a remeasurement gain of $43.6 million recognized during the year ended December 31, 2022, compared to a remeasurement gain of $13.4 million recognized during the year ended December 31, 2021.
The change was primarily due to a remeasurement gain of $9.9 million recognized during the year ended December 31, 2023, compared to a remeasurement gain of $43.6 million recognized during the year ended December 31, 2022. Additionally, interest cost increased by $7.4 million, due to rising interest rates, during the year ended December 31, 2023.
Monthly Active Users - SaaS We define a monthly active user for SaaS offerings as a client with one or more users who log into our SaaS solutions at least once during the calendar month.
In addition, the sale of add-on features to our Thryv Platform, such as Thryv Leads and Thryv Pay contributed to Monthly SaaS ARPU growth. Monthly Active Users - SaaS We define a monthly active user for SaaS offerings as a client with one or more users who log into our SaaS solutions at least once during the calendar month.
Impairment charges of $102.2 million were incurred primarily as a result of a goodwill impairment in our U.S. Marketing Services segment during the year ended December 31, 2022 , while $3.6 million of impairment charges were recognized during the year ended December 31, 2021.
Marketing Services reporting unit during the year ended December 31, 2023 , while $102.2 million of impairment charges were recognized in our Thryv U.S. Marketing Services reporting unit during the year ended December 31, 2022.
Foreign Exchange Currency Risk We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Australian dollar. Since we translate foreign currencies into U.S. dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results.
Foreign Exchange Currency Risk We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Australian dollar and New Zealand dollar.
Non-GAAP Financial Measures We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States. We also present Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin, as defined below, as non-GAAP financial measures in this Annual Report.
We also present Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin, as defined below, as non-GAAP financial measures in this Annual Report.
Cash Flows from Financing Activities Net cash used in financing activities increased by $245.2 million, or 119.0%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020.
Cash Flows from Financing Activities Net cash used in financing activities increased by $12.4 million, or 13.6%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Sources and Uses of Cash The following table sets forth a summary of our cash flows from operating, investing and financing activities for the periods indicated: Years Ended December 31, $ (in thousands) 2022 2021 Change Cash flows provided by (used in): Operating activities $ 148,573 $ 170,571 $ (21,998) Investing activities (52,026) (196,575) 144,549 Financing activities (91,097) 39,088 (130,185) Effects of exchange rate changes on cash and cash equivalents (827) (1,933) 1,106 Increase in Cash and cash equivalents $ 4,623 $ 11,151 $ (6,528) 58 Cash Flows from Operating Activities Net cash provided by operating activities decreased by $22.0 million, or 12.9%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Sources and Uses of Cash The following table sets forth a summary of our cash flows from operating, investing and financing activities for the periods indicated: Years Ended December 31, $ (in thousands) 2023 2022 Change Cash flows provided by (used in): Operating activities $ 148,226 $ 148,573 $ (347) Investing activities (42,516) (52,026) 9,510 Financing activities (103,493) (91,097) (12,396) Effects of exchange rate changes on cash, cash equivalents and restricted cash 133 (827) 960 Increase in cash, cash equivalents and restricted cash $ 2,350 $ 4,623 $ (2,273) 53 Cash Flows from Operating Activities Net cash provided by operating activities decreased by $0.3 million, or 0.2%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Gross Profit Gross profit increased by $75.0 million, or 10.6%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. Our gross margin increased by 150 basis points, to 64.9%, for the year ended December 31, 2022 compared to 63.4% for the year ended December 31, 2021.
Gross Profit Gross profit decreased by $202.1 million, or 25.9%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. Our gross margin decreased by 180 basis points, to 63.1%, for the year ended December 31, 2023 compared to 64.9% for the year ended December 31, 2022.
The increase was driven by increased demand for our Thryv platform as we continue to increase sales to SMBs in Australia. Cost of Services Cost of services increased by $14.0 million, or 3.4%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
SaaS Revenue Thryv International SaaS revenue increased $5.6 million, or 123.1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022 . The increase was driven by increased demand for our SaaS solution as we continue to increase sales to SMBs in Australia.
SaaS segment generated $211.8 million, $170.5 million, and $129.8 million of consolidated revenues for the years ended December 31, 2022, 2021, and 2020, respectively. Our primary SaaS offerings include Thryv®, our flagship SMB end-to-end customer experience platform, Marketing Center, ThryvPay SM , and Thryv Add-Ons.
SaaS segment generated $253.6 million, $211.8 million, and $170.5 million of consolidated revenues for the years ended December 31, 2023, 2022, and 2021, respectively. Our primary SaaS offerings are comprised of Thryv ® , our flagship all-in-one small business management platform (“ Thryv Platform ”), which includes Command Center, Business Center, Marketing Center, ThryvPay SM , and Thryv Add-Ons.
Thryv International Revenue Marketing Services Revenue Thryv International Marketing Services revenue increased by $21.2 million, or 14.6%, for the year ended December 31, 2022 compared to t he ten months en ded December 31, 2021 .
Thryv International Revenue Marketing Services Revenue Thryv International Marketing Services revenue decreased by $23.3 million, or 14.0%, for the year ended December 31, 2023 compared to t he year ended December 31, 2022 .
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income : Years Ended December 31, (in thousands) 2022 2021 2020 Reconciliation of Adjusted EBITDA Net income $ 54,348 $ 101,577 $ 149,221 Impairment charges 102,222 3,611 24,911 Depreciation and amortization expense 88,392 105,473 146,523 Interest expense 60,407 66,374 68,539 Income tax expense (benefit) 44,627 32,737 (107,983) Restructuring and integration expenses (1) 17,804 18,145 28,459 Stock-based compensation expense (benefit) (2) 14,628 8,094 (2,895) Transaction costs (3) 6,119 25,059 20,999 Other components of net periodic pension (benefit) cost (4) (44,612) (14,829) 42,236 Non-cash (gain) loss from remeasurement of indemnification asset (5) (2,148) (1) 5,443 Other (6) (8,445) 4,283 (3,614) Adjusted EBITDA $ 333,342 $ 350,523 $ 371,839 (1) For the years ended December 31, 2022 and 2021, expenses related to periodic efforts to enhance efficiencies and reduce costs, and included severance benefits, loss on disposal of fixed assets and capitalized software, and costs associated with abandoned facilities and system consolidation.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net (loss) income : Years Ended December 31, (in thousands) 2023 2022 2021 Reconciliation of Adjusted EBITDA Net (loss) income $ (259,295) $ 54,348 $ 101,577 Impairment charges 268,846 102,222 3,611 Depreciation and amortization expense 63,251 88,392 105,473 Interest expense 61,728 60,407 66,374 Stock-based compensation expense (1) 22,201 14,628 8,094 Restructuring and integration expenses (2) 14,612 17,804 18,145 Non-cash loss (gain) from remeasurement of indemnification asset (3) 10,734 (2,148) (1) Transaction costs (4) 373 6,119 25,059 Income tax (benefit) expense (1,249) 44,627 32,737 Other components of net periodic pension benefit (5) (2,719) (44,612) (14,829) Other (6) 9,033 (8,445) 4,283 Adjusted EBITDA $ 187,515 $ 333,342 $ 350,523 (1) The Company records Stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards.
Years Ended December 31, 2022 2021 2020 ARPU (Monthly) Marketing Services (1) $ 178 $ 213 $ 222 SaaS (1) 369 331 256 (1) Marketing Services and SaaS ARPU include combined results from both our U.S. and Thryv International Marketing Services and SaaS businesses, respectively.
Years Ended December 31, 2023 2022 2021 ARPU (Monthly) Marketing Services (1) $ 158 $ 178 $ 213 SaaS (1) 372 369 331 (1) Monthly ARPU includes results from all four of our business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS.
The following is a reconciliation of Adjusted Gross Profit and Adjusted Gross Margin, to their most directly comparable GAAP measures, Gross profit and Gross margin : Year Ended December 31, 2022 Thryv U.S.
During the year ended December 31, 2021, Other primarily includes expenses related to potential non-income based tax liabilities and foreign exchange-related expense. The following is a reconciliation of Adjusted Gross Profit and Adjusted Gross Margin, to their most directly comparable GAAP measures, Gross profit and Gross margin : Year Ended December 31, 2023 Thryv U.S.
Thryv Add-Ons include an automated lead generation service that fully integrates with our Thryv platform, website development, SEO tools, Google My Business optimization, and Hub by Thryv SM . 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.
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.
Marketing Services clients increased by 72 thousand, or 23%, as of December 31, 2021 as compared to December 31, 2020. The decrease in Marketing Services clients as of December 31, 2022 was related to the secular decline in the print media industry and significant competition in the digital media space.
Marketing Services clients decreased by 28 thousand, or 7%, as of December 31, 2022 as compared to December 31, 2021. These decreases were related to the secular decline in the print media industry and significant competition in the digital media space and from focusing on offering our SaaS solutions to our current Marketing Services clients.
This decrease was primarily du e to the impact of changes in working capital, primarily driven by the timing of accounts receivable collections and cash expenditures.
This decrease was primarily du e to the impact of changes in working capital, primarily driven by the timing of accounts payables disbursements and cash expenditures, in addition to the overall decline of our Marketing Services revenue. This decrease was partially offset by the timing of accounts receivable collections and lower income tax payments of $48.9 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 65 Item 8. Financial Statements and Supplementary Data 66 Consolidated Statements of Operations and Comprehensive Income 70 Consolidated Balance Sheets 71 Consolidated Statements of Changes in Stockholders' Equity 72 Consolidated Statements of Cash Flows 73 Notes to Consolidated Financial Statements 74
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 57 Item 8. Financial Statements and Supplementary Data 59 Consolidated Statements of Operations and Comprehensive (Loss) Income 63 Consolidated Balance Sheets 64 Consolidated Statements of Changes in Stockholders' Equity 65 Consolidated Statements of Cash Flows 66 Notes to Consolidated Financial Statements 67

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