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What changed in Thryv Holdings, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Thryv Holdings, Inc.'s 2023 and 2024 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 2024 report.

+437 added−361 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-22)

Top changes in Thryv Holdings, Inc.'s 2024 10-K

437 paragraphs added · 361 removed · 299 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

75 edited+26 added−17 removed21 unchanged
Biggest changeVertical 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.
Biggest changeThese 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. Several are priced above our price point or target larger companies with more employees.
By combing their pre-existing email accounts, Facebook and Instagram accounts, along with installing Command Center’s WebChat client on their website, and using VoIP in-platform telephony services along with SMS and video calls, Command Center provides a centralized inbox for all customer communication, vastly improving the customer communication experience.
By combing their pre-existing email, Facebook and Instagram accounts, along with installing Command Center’s WebChat client on their website, and using VoIP in-platform telephony services along with SMS and video calls, Command Center provides a centralized inbox for all customer communication, vastly improving the customer communication experience.
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.
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.
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.
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.
Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios. From time to time, third parties have asserted copyright, trademark, and other intellectual property rights against us or our clients.
The SaaS industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios. From time to time, third parties have asserted copyright, trademark, and other intellectual property rights against us or our clients.
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.
This program aims to set up newly promoted people managers for success while developing a network of colleagues to draw support and counsel. 10 • 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; • 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: 11 • 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.
Marketing Center users can run paid advertising campaigns across Google, Facebook, Instagram, Yahoo Display, Connected TV, and Yelp all from a single interface. The user is able to allocate budget to their desire and increase, decrease, pause, or continue a campaign at anytime for any reason with full flexibility.
Marketing Center users can run paid advertising campaigns across Google, Facebook, Instagram, Yahoo Display, Connected TV, and Yelp all from a single interface. The user is able to allocate budget to their desire and increase, decrease, pause, or continue a campaign at any time for any reason with full flexibility.
Marketing Center includes paid profiles on YP.com and Yelp.com, as well as a robust Google Business Profile Optimization service to ensure that the most viewed online profiles for the Marketing Center user stand out from the competition, get noticed, and drive results; ◦ Omni-Channel Paid Campaigns .
Marketing Center includes paid profiles on YP.com, Yelp.com, and other partners, as well as a robust Google Business Profile Optimization service to ensure that the most viewed online profiles for the Marketing Center user stand out from the competition, get noticed, and drive results; ◦ Omni-Channel Paid Campaigns .
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.
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.
Leverage Our Nationwide Scale and Extensive Sales Force We have one of the largest SMB-focused sales forces in the country within the marketing solutions and SaaS space, which we utilize to attract and manage our clients.
Leverage Our Nationwide Scale and Extensive Sales Force We have one of the largest SMB-focused sales forces in the country within the SaaS and marketing solutions space, which we utilize to attract, up sale and manage our clients.
See “ Risk Factors — Legal, Tax, Regulatory and Compliance Risks ” for additional information. 11
See “ Risk Factors — Legal, Tax, Regulatory and Compliance Risks ” for additional information.
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.
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, 2024, traffic to the U.S. sites averaged over 11 million visits per month across the three properties.
To ensure we provide learning opportunities that enable us to adapt, belong and connect, we launched monthly “Lunch and Learn” sessions featuring a wide variety of employee-centric topics such as building one’s personal brand, communication skills, and other specific skill-building subjects. • Culture Clubs are designed to purposefully drive connection and relationship-building across diverse work teams and individuals.
To ensure we provide learning opportunities that enable us to adapt, belong and connect, we launched monthly “ Lunch and Learn ” sessions featuring a wide variety of employee-centric topics such as building one’s personal brand, communication skills, and other specific skill-building subjects. • Culture Clubs are designed to purposefully drive connection and relationship-building across diverse work teams and individuals.
Some examples of our key programs and initiatives intended to attract, develop and retain our diverse workforce include: • Diversity and Inclusion (“ D&I ”). The Company’s Diversity Council provides a voice for our employees to leadership – to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity and inclusion at Thryv.
Some examples of our key programs and initiatives intended to attract, develop and retain our diverse workforce include: • Diversity and Inclusion ( “DEI” ) . The Company’s Diversity Council provides a voice for our employees to leadership – to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity and inclusion at Thryv.
Enable SMBs to Deliver Customer Experiences That We View as Best-in-Class and Optimize Advertising Budgets and Business Leads Generation within One Platform Command Center enables SMBs to centralize all their communication through a modular, easily expandable, and customizable platform.
Enable SMBs to Deliver Customer Experiences That We View as Best-in-Class and Optimize Advertising Budgets and Business Leads Generation within One Platform Command Center enables SMBs to centralize all their internal and external communications through a modular, easily expandable, and customizable platform.
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.
With 83% of employees enrolled on the platform and 63% 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.
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.
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 when run in conjunction with paid campaigns. 4 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.
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.
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 18 to 24-month publication cycle, with the majority on an 18-month publication cycle.
Business Center is designed to allow a SMB everything necessary to streamline their day-to-day business, including customer relationship management (“ CRM ”), appointment scheduling, estimate and invoice creation, payments, document management, social media content, and online review management.
Our Business Center is designed to allow an SMB everything necessary to streamline day-to-day business operations, including customer relationship management (“ CRM ”), appointment scheduling, estimate and invoice creation, payments, document management, social media content, and online review management.
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.
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. As of December 31, 2024, we had 3,016 employees.
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 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.
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.
Our workforce is comprised of approximately 99% full-time and 1% part-time employees. The majority of our employees are in Outside and Inside Sales, Inbound Sales and Sales Operations, Client Experience, Operations, Information Technology, Client Care and Billing and Print Directories departments.
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.
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 business operations. It automatically updates and maintains client listings, across the web, ensuring our SMBs’ online information is always correct.
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.
Command Center allows an SMB to perform the following tasks to provide a centralized inbox for all customer communication: ◦ connect their pre-existing email, Facebook and Instagram accounts; ◦ install Command Center’s WebChat client on their website; and ◦ use Voice over Internet Protocol (“ VoIP ”) in-platform telephony services, Short Message Service (“ SMS ”) and video calls.
We believe that our cash flow generation and strategic capital allocation will enable us to continue to reduce debt and pursue acquisitions to create value for our stockholders. We will continue to employ a disciplined financial policy that maintains our financial strength and favorable cost structure.
We believe that our cash flow generation and strategic capital allocation will enable us to continue to reduce debt and pursue acquisitions to create value for our stockholders. We will continue to employ a disciplined financial policy that maintains our financial strength and favorable cost structure. Opportunistic Acquisitions to Drive Synergy The Company has experience executing accretive acquisitions.
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 .
In addition, on January 21, 2022, we acquired Vivial Media Holdings, Inc., a marketing and advertising company with operations in the United States .
Thryv clients enjoy additional revenue by enabling larger purchases with additional convenience. • Thryv Add-Ons. Thryv Add-Ons include AI-assisted website development, SEO tools, Google Business Profile optimization, and Hub by Thryv. 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.
Thryv Add-Ons include AI-assisted website development, SEO tools, Google Business Profile optimization, and Hub by Thryv SM , and Thryv Leads. These optional platform subscription-based add-ons provide a seamless user experience for our end-users and drive higher engagement within the Thryv Platform while also producing incremental revenue growth. • Keap Automations.
Courses are focused on elevated employee matters such as Leading with Emotional Intelligence, Mastering the Art of Listening, and Navigating Cross-Cultural Differences. Following completion of the coursework, leaders are invited to attend a Leadership Roundtable to discuss the assigned content and share learnings. • The Tuition Assistance Program (“ TAP ”) supports the lifelong learning of all employees.
Courses are focused on elevated employee matters such as Leading with Emotional Intelligence, Mastering the Art of Listening, and Navigating Cross-Cultural Differences. Following completion of the coursework, leaders are invited to attend a Leadership Roundtable to discuss the assigned content and share learnings. • The Career Development Employee Investment Program ( “CDEIP” ).
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.
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 .
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.
The program continues into 2025 as we continue to positively support career growth while building a bench of leadership candidates. • Our New Manager Training Program is provided to newly promoted managers to develop and enhance their soft skills in people management.
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.
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. • ThryvPay .
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.
We generate IYP revenue by charging SMBs for advertisements and priority placement. ◦ During the year ended December 31, 2024, traffic to these international sites averaged approximately 5 million visits per month across the eight properties.
Although we believe many of these solutions lack a comprehensive set of features and offer less onboarding and customer support, SMBs may opt for less expensive solutions or a package of solutions provided by less experienced entrants at a lower cost.
Because the cost of entry into the SaaS space is relatively low, new entrants continue to emerge. Although we believe many of these solutions lack a comprehensive set of features and offer less onboarding and customer support, SMBs may opt for less expensive solutions or a package of solutions provided by less experienced entrants at a lower cost.
Opportunistic Acquisitions to Drive Synergy The Company has experience executing accretive acquisitions in the industry. We believe we are well-positioned to continue this strategy to leverage our platform and scale in our industry. Historically, as a result of our acquisitions, we have realized significant cost synergies and obtained new clients that also bought our SaaS solutions.
We believe we are well-positioned to continue this strategy to leverage our platform and scale in our industry. Historically, as a result of our acquisitions, including the recent acquisition of Keap in the fourth quarter of 2024, we have realized significant cost synergies and obtained new clients that also bought our SaaS solutions.
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.
ThryvPay includes a fully integrated partnership with Wisetack, a consumer lending platform that specializes in 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 Add-Ons.
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.
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 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.
With the introduction of new technologies and market entrants, we expect the competitive environment to remain intense going forward.
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.
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 .
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.
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. Our Strategy Fully Transition into SaaS by 2028 We made the strategic decision to exit the Marketing Services business entirely by the end of 2028.
For example, PYP provides value to SMBs seeking to reach consumers who prefer traditional forms of print media. IYP helps efficiently position a client’s business on well-trafficked online directories, and SEM allows SMBs to generate customer traffic directly with ads on Google and other search engines.
IYP helps efficiently position a client’s business on well-trafficked online directories, and SEM allows SMBs to generate customer traffic directly with ads on Google and other search engines.
Other digital Marketing Services offerings are fulfilled in-house using third-party cloud-based software. Our Thryv platform is comprised of unique integrations and solutions either built by Thryv or built for Thryv, and to Thryv’s specifications. In addition, we integrate with select third-party vendors who are managed by our in-house product and development teams.
Other digital Marketing Services offerings are fulfilled in-house using third-party cloud-based software. Our Thryv Platform is comprised of unique integrations and solutions historically built by Thryv or built for Thryv, and to Thryv’s specifications. Recently, we augmented the Thryv Platform with Keap Automations, which were developed by Keap.
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.
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 2024 and over half the participants were promoted to new roles.
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.
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.
This enables device level attribution so Thryv’s users know when and where a client found them for proper attribution on what works and what doesn’t; ◦ Enhanced Online Presence .
Marketing Center connects prospects’ and customers’ digital interactions with the business and synchronizes these activities with the Thryv CRM records. This enables device-level attribution so Thryv’s users know when and where a client found them for proper attribution on what works and what doesn’t; ◦ Enhanced Online Presence .
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.
ThryvPay offers a flat rate per transaction with no set-up fees. ◦ ACH Payments Processing . Small businesses save money on a per-transaction charge. ◦ Scheduled Payments. Service-based businesses that offer ongoing services or memberships can utilize our scheduled payments feature. ThryvPay also allows customized installment plans for pre-set specific dates. ◦ Convenience Fees, Surcharges and Tipping .
SMB demand for SaaS solutions continues to grow as SMBs increase their remote working capabilities and contact-less customer interactions. Actively Manage Shift in Marketing Services Revenue Mix to Maintain Profitability We continue to manage our Marketing Services offerings, some of which are in secular decline, notably print, to maximize profitability and extend the life of these solutions.
Actively Manage Shift in Marketing Services Revenue Mix to Maintain Profitability We continue to manage our Marketing Services offerings, some of which are in secular decline, notably print, to maximize profitability and extend the life of these solutions through the end of 2028.
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 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.
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.
Thryv SaaS Thryv's SaaS segment is comprised of our SaaS offering Thryv®, our flagship all-in-one small business management platform (or “ Thryv Platform ”), which consists of Business Center, Marketing Center, Command Center, ThryvPay SM , Thryv Add-Ons, and “Keap Automations”, the SaaS email marketing and sales automation platform we acquired in the Keap Acquisition.
Substantially all of our clients subscribe to contracts with a minimum six-month upfront commitment, after which clients continue on a month-to-month basis. Clients can upgrade their service to a more feature-rich solution at any time as their business grows. We offer a variety of tiers, which we believe enables SMBs to choose the optimal features for their business.
Business Center is sold on a monthly auto-subscription basis, which generates a recurring revenue stream. Clients can upgrade their service to a more feature-rich solution at any time as their business grows. We offer a variety of tiers, which we believe enables SMBs to choose the optimal features for their business.
SaaS 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.
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. 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.
Thryv has chosen to utilize best-in-class systems and tools, to integrate them in unique ways that unlock value for the end customer. SaaS order processing and tracking, client engagement, client communications, and many other aspects of running the day-to-day SaaS business are performed using subscription-based third-party tools.
SaaS order processing and tracking, client engagement, client communications, and many other aspects of running the day-to-day SaaS business are performed using subscription-based third-party tools.
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.
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.
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.
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. For example, in 2024, the acquisition of Keap resulted in additional international growth. 8 Our Competition Our industry is highly fragmented, intensely competitive, and constantly evolving.
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.
“ 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.
Some solutions use machine learning to automatically choose the optimal mix of advertising solutions for each SMB to generate a tailored solution for it.
Marketing Center provides robust solutions for SMBs to market and grow their businesses effectively using a variety of automated digital tools and capabilities. Some solutions use machine learning to automatically choose the optimal mix of advertising solutions for each SMB to generate a tailored solution for it.
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.
Marketing Center contains everything a small business owner needs to market and grow their business effectively, including easy to understand, AI driven analytics, and lead attribution, helping them understand what marketing is working for them. Marketing Center offers the following: ◦ AutoID .
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 .
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. • Command Center. Command Center, which launched in the third quarter of 2023, enables SMBs to centralize all their internal and external communications through a modular, easily expandable, and customizable platform.
Our Solutions Comprehensive Marketing Services Offering We have a full portfolio of marketing solutions for SMBs, including PYP, IYP, SEM, and online display and social advertising, online presence and video, and SEO tools. This enables SMBs to craft a comprehensive marketing strategy with us as the one-stop provider.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Business Metrics - Monthly ARPU” for additional information. 6 Our Solutions Comprehensive Marketing Services Offering We have a full portfolio of marketing solutions for SMBs, including PYP, IYP, SEM, and online display and social advertising, online presence and video, and SEO tools.
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.
Formerly known as the Tuition Assistance Program, CDEIP supports the lifelong learning of all employees. 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.
We generate revenue by charging for advertisements placed within these titles. Digital • Internet Yellow Pages.
Internationally, we publish PYP and Print White Page titles on 12-month publication cycles in Australia, and 18-month publication cycles in New Zealand. We generate revenue by charging for advertisements placed within these titles. Digital • Internet Yellow Pages.
Video engagements, networking, a buddy program and social interactions are all included in properly onboarding a virtual employee while weaving core values and key job learnings into the programming. Our Intellectual Property The protection of our technology and intellectual property is an important component of our success.
Video engagements, networking, a buddy program and social interactions are all included in properly onboarding a virtual employee while weaving core values and key job learnings into the programming. • Cheers for Peers is a newly launched app within Thryv Life Channel. It is designed to encourage organic recognition among employees at all levels and across all functions.
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.
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 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 .
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 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. Numerous niche cloud-based tools are available for SMBs to self-provision online, and other providers market competing end-to-end solutions.
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.
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 nationwide field sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from our competitors.
The Diversity Council plans and sponsors events to celebrate diversity and inclusion, educate and raise awareness, and create opportunities for networking and mentorship within diverse groups. • Connecting the Dots Program: This is a new hire program where the Company shares information about Thryv’s culture, Company programs and discounts, communication tips within the Company, and more.
The Diversity Council plans and sponsors events to celebrate diversity and 9 inclusion, educate and raise awareness, and create opportunities for networking and mentorship within diverse groups. • Ready.Set.Thryv! ( “RST” ) .
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.
We report our results based on two reportable segments (see Note 17, Segment Information) : • Thryv Marketing Services, which includes our print and digital solutions business; and • Thryv SaaS, which includes our SaaS flagship all-in-one small business management platform. Thryv Marketing Services Thryv's Marketing Services segment provides both print and digital solutions.
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.
Our Thryv Marketing Services segment generated $480.7 million of revenue for the year ended December 31, 2024. During the third quarter of 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028. Our primary Thryv Marketing Services offerings include: Print • Print Yellow and White Pages.
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 we are the only provider to offer this broad network of online directory sites with a single purchase. 3 • Search Engine Marketing. Search engine marketing (“ SEM ”) solutions that deliver business leads from Google, Yahoo!, Bing, Yelp, and other major engines and directories.
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.
We leverage our sales force to introduce and expand our SaaS solutions to new prospects and existing Marketing Services clients and converted SaaS clients through in-person, local as well as virtual, and online meetings. SMB demand for SaaS solutions continues to grow as SMBs increase their remote working capabilities and contact-less customer interactions.
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.
We are one of the largest providers of SaaS all-in-one small business management software in addition to providing print and digital marketing solutions to SMBs.
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.
With strong feedback from the participants and high scores for effectiveness and value, we will roll it out globally in the first quarter of 2025. • 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.
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.
We generate IYP revenue by charging SMBs for advertisements and priority placement. ◦ 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 ESS network provides SMB clients expanded access to high-converting traffic at a low cost.
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 ”).
As of December 31, 2024 , we serve approximately 300,000 SMB clients through our two business segments: Thryv SaaS and Thryv Marketing Services. On October 31, 2024, we acquired Keap, a SaaS email marketing and sales platform for small businesses. On April 3, 2023, we acquired Yellow Holdings Limited, a New Zealand marketing services company (the “ Yellow Acquisition ”).
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.
In addition, we integrate with select third-party vendors who are managed by our in-house product and development teams. Thryv has chosen to utilize best-in-class systems and tools, to integrate them in unique ways that unlock value for the end customer.
Removed
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.
Added
Our solutions enable our SMB clients to attract and generate new business leads, manage their customer relationships efficiently with artificial intelligence (“ AI ”) tools and automations, and run their day-to-day operations to save time, compete and win in today's SMB environment.
Removed
Marketing Services, which includes the Company's print and digital solutions business in the United States; • Thryv U.S.
Added
Other digital media solutions include online display and social advertising, online presence and video, and search engine optimization (“ SEO ”) tools.
Removed
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.

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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; • 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.
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, maintain transitioned clients on that platform and sell them additional or upgraded products, sell our platform into new markets or further penetrate existing markets; 12 • 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; • challenges with properly managing artificial intelligence; • 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 cybersecurity 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, including the Subpoena (defined below), 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 ability to successfully integrate some or all of the Keap business into our business efficiently and without disruption; • our ability to retain Keap’s key employees and customers; • obligations and liabilities of the Keap business, including those that are unanticipated or unknown, being greater than anticipated; • business uncertainties as a result of the Keap Acquisition; • the potential impact of write-downs or write-offs and impairment or other charges from the Keap Acquisition; • significant transaction costs in connection with the Keap Acquisition; • the potential impact of the Keap Acquisition to the market price of our stock; • the potential impact of write-downs or write-offs and impairment or other charges from the Keap Acquisition; • 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.
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.
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; • 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.
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.
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; 38 • 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 factors include: • difficulties in converting the clients of the acquired business onto our Thryv platform; • difficulties in converting the clients of the acquired business to our Marketing Services offerings or to our contract terms; • diversion of management’s attention; • incurrence of significant amounts of additional debt; • creation of significant contingent earn out obligations or other financial liabilities; • increased expenses, including, but not limited to, legal, administrative and compensation expenses; • difficulties in the integration of acquired operations, including the integration of data and information solutions or other technologies; • entry into unfamiliar segments; • adverse effects to our existing business relationships with business partners and clients as a result of the acquisition; • difficulties retaining key employees and maintaining the key business and client relationships of the businesses we acquire; • cultural challenges associated with integrating employees from the acquired company into our organization; • unanticipated problems or legal liabilities; and • tax and accounting issues.
These factors include: • difficulties in converting the clients of the acquired business onto our Thryv Platform; 19 • difficulties in converting the clients of the acquired business to our Marketing Services offerings or to our contract terms; • diversion of management’s attention; • incurrence of significant amounts of additional debt; • creation of significant contingent earn out obligations or other financial liabilities; • increased expenses, including, but not limited to, legal, administrative and compensation expenses; • difficulties in the integration of acquired operations, including the integration of data and information solutions or other technologies; • entry into unfamiliar segments; • adverse effects to our existing business relationships with business partners and clients as a result of the acquisition; • difficulties retaining key employees and maintaining the key business and client relationships of the businesses we acquire; • cultural challenges associated with integrating employees from the acquired company into our organization; • unanticipated problems or legal liabilities; and • tax and accounting issues.
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.
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.
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.
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.
For example, because our clients access our Thryv platform and add-ons through their internet service providers, if a service provider fails to provide sufficient capacity to support our platform and add-ons or otherwise experiences service outages, such failure could interrupt our clients’ access to or experience with our platform, which could adversely affect our reputation or our clients’ perception of our platform’s reliability or otherwise have a material adverse effect on our business, financial condition and results of operations.
For example, because our clients access our Thryv Platform and add-ons through their internet service providers, if a service provider fails to provide sufficient capacity to support our platform and add-ons or otherwise 35 experiences service outages, such failure could interrupt our clients’ access to or experience with our platform, which could adversely affect our reputation or our clients’ perception of our platform’s reliability or otherwise have a material adverse effect on our business, financial condition and results of operations.
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.
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. 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.
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.
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.
During periods of volatile credit markets, there is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum amount permitted by the ABL Facility.
During periods of volatile credit markets, there is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum amount permitted by the New ABL Facility.
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 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 addition, several of our agreements with local telephone service providers require their consent to any assignment by us of our rights and obligations under the agreements. We may from time to time enter into new contracts that contain change of control provisions that limit the value of, or even terminate, the contract upon a change of control.
In addition, several of our agreements with local telephone service providers require their consent to any assignment by us of our rights and obligations under the agreements. We may from time to time enter into new contracts that contain change 42 of control provisions that limit the value of, or even terminate, the contract upon a change of control.
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.
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.
While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all.
While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have no obligation to 22 renew their agreements with us on commercially reasonable terms, or at all.
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.
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.
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.
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.
If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline. Item 1B. Unresolved Staff Comments None.
If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline. Item 1B. Unresolved Staff Comments None. 43
Utilization of these net operating losses depends on many factors, including our future income, which cannot be assured. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could have a material adverse effect on our financial condition and results of operations.
Utilization of these net operating losses depends on many factors, including our future income, 33 which cannot be assured. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could have a material adverse effect on our financial condition and results of operations.
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.
These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, increased resource consumption from expansion or modification to our code, spikes in client usage and denial of service issues.
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.
Furthermore, the conversion of these clients could have an adverse effect on certain of our 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.
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.
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. 16 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.
In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, iOS and other software and communication, browser and database technologies.
In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, iOS, AI and other software and communication, browser and database technologies.
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.
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; • 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 cybersecurity 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.
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.
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. 28 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.
In particular, Section 404 requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.
In 32 particular, Section 404 requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.
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.
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.
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.
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.
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.
Additionally, while the majority of our revenue in fiscal years 2024, 2023 and 2022 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.
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.
For a discussion of these and other risks you should consider before making an investment in our common stock, review the below Risk Factors. 13 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.
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.
If a union decides to strike and others choose to honor its picket line, it could have a material adverse effect on our business. 26 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.
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.
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, 2024, we had state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2025.
In addition, an inability to satisfy the standards of certain voluntary third-party certification bodies that our clients may expect, such as an attestation of compliance with the New York SHIELD Law, CCPA, Payment Card Industry (“ PCI ”) Data Security Standards, may have an adverse impact on our business and results.
In addition, an inability to satisfy the standards of certain voluntary third-party certification bodies that our clients may expect, such as an attestation of compliance with the New York SHIELD Law, CCPA, Payment Card Industry Data Security Standards, may have an adverse impact on our business and results.
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.
Furthermore, if the processing of PII were to be curtailed in this manner, our 27 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 addition, a significant cyber-security breach could prevent or delay our ability to process payment transactions. Any information security breach in our business processes or of our processing systems has the potential to impact our client information and our financial reporting capabilities, which could result in the potential loss of business and our ability to accurately report financial results.
In addition, a significant cybersecurity breach could prevent or delay our ability to process payment transactions. Any information security breach in our business processes or of our processing systems has the potential to impact our client information and our financial reporting capabilities, which could result in the potential loss of business and our ability to accurately report financial results.
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.
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 29 access to client data, our reputation may be damaged, our business may suffer, and we could incur significant liability.
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.
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, 18-month publication cycles in New Zealand and 18 to 24-month publication cycles in the U.S.
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.
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 2025 and beyond.
In addition, our sales process is highly dependent on our business reputation and on positive recommendations from our existing clients.
In addition, our sales 34 process is highly dependent on our business reputation and on positive recommendations from our existing clients.
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.
As a result, we may not be able to maintain profitability in the future. 17 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.
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.
Our competitors may also establish or strengthen cooperative relationships 14 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.
Moreover, even if we ultimately prevail in or settle any litigation, regulatory action, or investigation, we could suffer significant harm to our reputation, which could materially affect our ability to attract new clients, to retain current clients and to recruit and to retain employees, which could have a material adverse effect on our business, financial condition and results of operations.
Moreover, even if we ultimately prevail in or settle any regulatory investigation, including the Subpoena, litigation, or regulatory action, we could suffer significant harm to our reputation, which could materially affect our ability to attract new clients, to retain current clients and to recruit and to retain employees, which could have a material adverse effect on our business, financial condition and results of operations.
Our competitors include: • other print media companies; • cloud-based business automation providers; • email marketing software vendors; • sales force automation and CRM software vendors; • website builders and providers of other digital tools, including low cost, less experienced do-it-yourself providers; • marketing agencies and other providers of SEM, online display and social advertising, online presence and video, and other digital marketing services including SEO tools; and • large-scale SaaS enterprise suites who are moving down market and targeting SMBs.
Our competitors include: • other print media companies; • cloud-based business automation providers; • email marketing software vendors; • sales force automation and customer relationship management (“ CRM ”) software vendors; • website builders and providers of other digital tools, including low cost, less experienced do-it-yourself providers; • marketing agencies and other providers of SEM, online display and social advertising, online presence and video, and other digital marketing services including SEO tools; and • large-scale SaaS enterprise suites who are moving down market and targeting SMBs.
We may be also subject to various regulatory inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate.
We may 31 be also subject to various regulatory investigations and inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate.
Also, if we are not able to successfully convert a sufficient number of our Marketing Services clients to our SaaS offerings, or if the decline in our Marketing Services revenue continues to outpace our SaaS revenue growth, this could have a material adverse effect on our business, financial condition and results of operations.
Also, if we are not able to successfully convert a sufficient number of our Marketing Services clients to our SaaS offerings, and maintain them as clients, or if the decline in our Marketing Services revenue continues to outpace our SaaS revenue growth, this could have a material adverse effect on our business, financial condition and results of operations.
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.
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 expanding our SaaS segment, which has experienced recent revenue growth.
If our cross-selling efforts are unsuccessful or if our existing clients fail to expand their use of our Thryv platform or adopt additional offerings and features, our operating results may be materially adversely affected. Our subscription renewals may decrease, and any decrease in our number of clients could harm our future revenue and operating results.
If these efforts are unsuccessful or if our existing clients fail to expand their use of our Thryv Platform or adopt additional offerings and features, our operating results may be materially adversely affected. Our subscription renewals may decrease, and any decrease in our number of clients could harm our future revenue and operating results.
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.
As a result, we typically record revenue for each publication only once every 12 to 24 months, depending on the publication cycle of the directory.
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 cybersecurity, it will present such exposure to the Board to assess our risk identification, risk management and mitigation strategies.
A substantial liability arising from a lawsuit judgment or settlement or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers, or employees could have a material adverse effect on our business, financial condition and results or operations.
A substantial liability arising from regulatory investigation, including the Subpoena, a lawsuit judgment or settlement or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers, or employees could have a material adverse effect on our business, financial condition and results or operations.
In addition, our growth strategy involves cross-selling to existing U.S. and international Marketing Services clients to increase the value of our client relationships over time as we expand their use of our services, onboard other parts of their organizations and upsell additional offerings and features.
In addition, our growth strategy involves transitioning digital Marketing Services clients to our Thryv Platform and cross-selling SaaS products to existing U.S. and international clients to increase the value of our client relationships over time as we expand their use of our services, onboard other parts of their organizations and upsell additional offerings and features.
We rely upon a combination of patent, trademark, copyright and trade secret laws as well as contractual arrangements, including confidentiality or license agreements, to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be ineffective or inadequate.
Various trademarks and other intellectual property rights are key to our business. We rely upon a combination of patent, trademark, copyright and trade secret laws as well as contractual arrangements, including confidentiality or license agreements, to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be ineffective or inadequate.
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.
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, 2024, we generated a net loss of $74.2 million.
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.
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, 2024, 217 employees, or 7% of our employees and 25% of our sales force, were represented by unions.
In our U.S. and international Marketing Services segments, we depend upon third parties to print, publish and distribute our directories. Identifying partners and negotiating and documenting relationships with them requires significant time and resources.
In our Marketing Services segment, we depend upon third parties to print, publish and distribute our directories. Identifying partners and negotiating and documenting relationships with them requires significant time and resources.
The Company’s strategic decision to convert clients from its digital Marketing Services to its Marketing Center platform could result in higher levels of client churn and have an adverse effect on the Company’s results of operations and key business metrics.
The Company’s strategic decision to transition clients from its digital Marketing Services solutions to its Thryv Platform products could result in higher levels of client churn and have an adverse effect on the Company’s results of operations and key business metrics.
We have historically undertaken cost reduction programs, and we continue to evaluate our operations and may initiate further rationalization, depending on market conditions. The key components of our cost reduction program include reducing staff, restructuring our contracts and realizing savings in procurement and logistics.
Operational Risks Cost reduction efforts may be time-consuming and the associated savings may not be realized. We have historically undertaken cost reduction programs, and we continue to evaluate our operations and may initiate further rationalization, depending on market conditions. The key components of our cost reduction program include reducing staff, restructuring our contracts and realizing savings in procurement and logistics.
Printing of directories In our U.S. and international Marketing Services segments, we depend on third parties to supply paper and to print, publish and distribute our directories.
Printing of directories In our Marketing Services segment, we depend on third parties to supply paper and to print, publish and distribute our directories.
In addition, search engines frequently change the criteria that determine the order in which their search results are displayed, and our SEO efforts on behalf of our own sites and our clients’ sites will be unsuccessful if we do not effectively respond to those changes on a timely basis, or if the algorithm changes made by Google and other search engines make it harder for our IYPs or our clients’ websites to rank, reducing traffic flow.
AI usage by the primary search engines, and by consumers for basic queries, may decrease effectiveness of our existing SEO efforts for ourselves and our clients In addition, search engines frequently change the criteria that determine the order in which their search results are displayed, including now with the use of AI, and our SEO efforts on behalf of our own sites and our clients’ sites will be unsuccessful if we do not effectively respond to those changes on a timely basis, or if the algorithm changes made by Google 15 and other search engines make it harder for our IYPs or our clients’ websites to rank, reducing traffic flow.
Moreover, if we fail to adequately prevent third parties from accessing PII and/or business information and using that information to commit identity theft, we might face legal liabilities and other losses that could have a material adverse effect on our business, financial condition and results of operations.
Moreover, if we fail to adequately prevent third parties from accessing PII and/or business information and using that information to commit identity theft, we might face legal liabilities and other losses that could have a material adverse effect on our business, financial condition and results of operations. 30 Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
While we have been successful in transitioning and cross-selling our SaaS solutions to our Marketing Services clients in the past, this success may not continue. We plan to continue to invest in the infrastructure and support for our SaaS solutions while maintaining profitability in our U.S. and international Marketing Services segments.
While we have been successful in transitioning Marketing Services clients to our SaaS product offerings in the past, this success may not continue. We plan to continue to invest in the infrastructure and support for our SaaS solutions while maintaining profitability in our Marketing Services segment.
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.
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. 20 Issues relating to the failure to comply with applicable non-U.S. laws, requirements or restrictions may also impact our domestic business and/or raise scrutiny on our domestic practices.
Consequently, the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which investors have purchased their shares.
There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which investors have purchased their shares.
While the Company believes these clients are receiving a valuable, no-cost upgrade to Marketing Center and will be more likely to subscribe for additional features of the Thryv Platform in the future, the accelerated conversion of these clients could result in these clients cancelling their services with the Company at a higher rate than the Company has historically experienced, which could have a materially adverse effect on the Company’s results of operations.
While the Company believes these clients are receiving a valuable upgrade to the Thryv Platform and will be more likely to subscribe for additional features of the Thryv Platform in the future, the conversion of these clients outside of the sales process could result in these clients cancelling their services with us at a materially higher rate than other clients in our SaaS segment, which could have a materially adverse effect on our results of operations.
Under the terms of the agreements with these search providers, we place our clients’ advertisements on major search engines and other third-party search and directory sites and print directories, which give us access to a higher volume of traffic than we could generate on our own, without relinquishing the client relationship.
We have agreements with several internet search engines and search or directory websites providers, which makes our content easier for search engines to access and provides a greater response for our clients to general searches on the internet. 21 Under the terms of the agreements with these search providers, we place our clients’ advertisements on major search engines and other third-party search and directory sites and print directories, which give us access to a higher volume of traffic than we could generate on our own, without relinquishing the client relationship.
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.
Our Board of Directors (the “ Board ”), in coordination with the Audit Committee of the Board (the “ Audit Committee ”), has primary responsibility for overseeing cybersecurity risk management and the effectiveness of security controls. The Audit Committee receives quarterly reports identifying major risk area exposures, such as cybersecurity.
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.
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.
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.
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.
However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. 25 Risks Related to Human Capital We depend on our senior management team, and the loss of one or more key employees or an inability to attract and to retain highly skilled employees 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.
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.
Our future success will depend upon our ability to anticipate and to adapt to changes in technology and industry standards and to effectively develop, introduce, market and gain broad acceptance of new product and service enhancements incorporating the latest technological advancements. Furthermore, we depend on our third-party providers to also keep pace with rapid technological changes and evolving industry standards.
Our future success will depend upon our ability to anticipate and to adapt to changes in technology and industry standards and to effectively develop, introduce, market and gain broad acceptance of new product and service enhancements incorporating the latest technological advancements, including robust AI solutions.
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.
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.
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.
Similar rules may apply under state tax laws. 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.
We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or to pay any dividends in the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or to pay any dividends in the foreseeable future. Additionally, our ability to generate income and pay dividends is dependent on the ability of our subsidiaries to declare and pay dividends or lend funds to us.
Our ability to increase revenue will depend, in large part, on our ability to increase sales from existing clients who do not utilize our Thryv platform and to sell our existing platform into new domestic and international markets.
Our ability to increase revenue will depend, in large part, on our ability to increase sales of Thryv Platform products to existing clients, upgrade existing clients to Thryv products and maintain their business, sell additional products and upgrades on the Thryv Platform to clients, and sell our existing platform into new domestic and international markets.
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.
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. 24 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.
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.
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. 39 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.
If we, or our third-party providers, do not keep pace with rapid technological changes and evolving industry standards, we may not be able to remain competitive, and the demand for our services may decline.
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. 23 If we, or our third-party providers, do not keep pace with rapid technological changes and evolving industry standards, we may not be able to remain competitive, and the demand for our services may decline.
If such Marketing Services clients do not transition, we may lose them in the future, or we may be required to make ongoing investments to serve a smaller pool of clients. If our revenue from our Marketing Services declines at a rate faster than anticipated, our necessary investments in Marketing Services may not be offset by revenue generated.
If such Marketing Services clients do not transition to our Thryv Platform or do not adopt products provided to them on our Thryv Platform, we may lose them in the future, or we may be required to make ongoing investments to serve a smaller pool of clients.
During the fourth quarter of 2023, the Company made a strategic decision to accelerate the conversion of its digital Marketing Services solutions clients to its SaaS Marketing Center platform at no cost to these clients.
During the fourth quarter of 2023, the Company made a strategic decision to accelerate the transition of clients with digital Marketing Services solutions to its Thryv Platform by converting clients with certain Marketing Services products to the Thryv Platform at no additional base cost at the time of upgrade.
If we are not able to provide new or enhanced functionality and features, it could have a material adverse effect on our business, financial condition and results of operations. We may not be able to successfully provide new or enhanced functionality and features for our existing solutions that achieve market acceptance or that keep pace with rapid technological developments.
If we are not able to provide new or enhanced functionality and features, including robust artificial intelligence solutions, it could have a material adverse effect on our business, financial condition and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity Corporate Governance Our information security program is managed by a dedicated Vice President of Information Technology, whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes. The Vice President of Information Technology also provides quarterly reports to the Audit Committee of our Board of Directors (the “ Audit Committee ”).
Biggest changeItem 1C. Cybersecurity Corporate Governance Our information security program is managed by a dedicated Vice President of Information Technology (“ VP of IT ”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
For a discussion of risks from cybersecurity threats that could be reasonably likely to materially affect us, please see “Risk Factors - An information security breach of our systems or our data centers operated by third-party providers, the loss of, or unauthorized access to, client information, or a system disruption could have a material adverse effect on our business, market brand, financial condition and results of operations.” 39
For a discussion of risks from cybersecurity threats that could be reasonably likely to materially affect us, please see “Risk Factors - An information security breach of our systems or our data centers operated by third-party providers, the loss of, or unauthorized access to, client information, or a system disruption could have a material adverse effect on our business, market brand, financial condition and results of operations.”
Risk Management and Strategy We have established processes and policies for assessing, identifying and remediating material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology (“ NIST ”) Cybersecurity Framework.
Risk Management and Strategy We have established processes and policies for assessing, identifying and remediating material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology Cybersecurity Framework.
As of December 31, 2023 , we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition.
As of December 31, 2024 , we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations or our financial condition.
The Vice President of Information Technology also provides reports to our Chief Executive Officer and other members of our senior management as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape.
The VP of IT provides quarterly reports to the Audit Committee as well as our Chief Executive Officer and other members of our senior management, as appropriate. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the current threat landscape.
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The VP of IT has the relevant expertise in understanding risks from cybersecurity threats and has extensive experience managing cybersecurity risk management programs. Additionally, the VP of IT has served in various leadership roles in information technology and information security for over 20 years.

Item 2. Properties

Properties — owned and leased real estate

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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.
Biggest changeItem 2. Properties As of December 31, 2024 , we have seven 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 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings Information in response to this item is provided in “Part II - Item 8. Note 15, Contingent Liabilities ” and is incorporated by reference into Part I of this Annual Report. Item 4. Mine Safety Disclosures None. PART II
Biggest changeItem 3. Legal Proceedings Information in response to this item is provided in “Part II - Item 8. Note 15, Contingent Liabilities ” and is incorporated by reference into Part I of this Annual Report. Item 4. Mine Safety Disclosures None. 44 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
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 loss on early extinguishment of debt during the year ended December 31, 2024, 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. 52 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, 2024 (1) 2023 (2) (in thousands of $) Amount % of Revenue Amount % of Revenue Revenue $ 824,156 100 % $ 916,961 100 % Cost of services 286,919 34.8 % 338,714 36.9 % Gross profit 537,237 65.2 % 578,247 63.1 % Operating expenses: Sales and marketing 270,146 32.8 % 300,538 32.8 % General and administrative 217,296 26.4 % 208,880 22.8 % Impairment charges 83,094 10.1 % 268,846 29.3 % Total operating expenses 570,536 69.2 % 778,264 84.9 % Operating (loss) (33,299) 4.0 % (200,017) 21.8 % Other income (expense): Interest expense (46,771) 5.7 % (61,728) 6.7 % Other components of net periodic pension benefit 24,806 3.0 % 2,719 0.3 % Other expense (10,734) 1.3 % (1,518) 0.2 % (Loss) before income tax (expense) benefit (65,998) 8.0 % (260,544) 28.4 % Income tax (expense) benefit (8,218) 1.0 % 1,249 0.1 % Net (loss) $ (74,216) 9.0 % $ (259,295) 28.3 % Other financial data: Adjusted EBITDA (3) $ 162,431 19.7 % $ 187,515 20.4 % Adjusted Gross Profit (4) $ 558,906 $ 605,849 Adjusted Gross Margin (5) 67.8 % 66.1 % (1) Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.
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.
We believe that strategic acquisitions of SaaS and 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.
For additional information related to goodwill, see Note 5, Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 in this Annual Report. Pension Obligations The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
For additional information related to goodwill, see Note 5, Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 in this Annual Report. 63 Pension Obligations The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
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.
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.
(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.
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.
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).
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.
We allocate the purchase price, which is the sum of the consideration paid and may consist of cash, equity, or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values.
We allocate the purchase price, which is the sum of the consideration paid and may 62 consist of cash, equity, or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values.
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 .
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, Hub by 47 Thryv SM , and Thryv Leads.
We recognized immaterial amounts of foreign currency gains and losses in each of the periods presented. We have not hedged our foreign currency transactions to date.
We recognized immaterial amounts of foreign 64 currency gains and losses in each of the periods presented. We have not hedged our foreign currency transactions to date.
Recent Accounting Pronouncements See Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements as of and for the years ended December 31, 2023, 2022, and 2021, included in Part II, Item 8 in this Annual Report, for a discussion of recent accounting pronouncements. I tem 7A.
Recent Accounting Pronouncements See Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements as of and for the years ended December 31, 2024, 2023, and 2022, included in Part II, Item 8 in this Annual Report, for a discussion of recent accounting pronouncements. I tem 7A.
We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our ABL Facility will be sufficient to meet our liquidity requirements, such as working capital requirements for our operations, business development and investment activities, and debt payment obligations, for the following 12 months.
We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our 59 New ABL Facility will be sufficient to meet our liquidity requirements, such as working capital requirements for our operations, business development and investment activities, and debt payment obligations, for the following 12 months.
Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with U.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
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.
Performance Graph The following graph shows a comparison from October 1, 2020 (the date our common stock commenced trading on Nasdaq) through December 31, 2024, of the cumulative total return for our common stock, the Nasdaq Composite Index and the Russell 2000 Index, calculated on a dividend-reinvested basis.
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 PYP directories typically have 12-month publication cycles in Australia, 18-month publication cycles in New Zealand, and 18 to 24-month publication cycles in the U.S. As a result, we typically record revenue for each publication only once every 12 to 24 months, depending on the publication cycle of the directory.
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
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 believe that our performance and future success depend on several factors that present significant opportunities for us, but also pose risks and challenges, including those listed below and those discussed in the section titled “Risk Factors.” Ability to Attract and Retain Clients Our revenue growth is driven by our ability to attract and retain SMB clients.
We believe that our performance and future success depend on several factors that present significant opportunities for us, but also pose risks and challenges, including those listed below and those discussed in the section titled “Risk Factors.” Ability to Attract and Retain Clients Our revenue growth is driven by our ability to attract, retain and expand the spend of SMB clients.
The decrease was primarily due to a decrease in Marketing Services revenue, partially offset by an increase in SaaS revenue and a decrease in cost of services as a result of the decline in revenue and strategic cost saving initiatives.
The decrease in Gross profit was primarily due to a decrease in Marketing Services revenue, partially offset by an increase in SaaS revenue and a decrease in cost of services as a result of decline in revenue and strategic cost saving initiatives.
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.
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, Loss on early extinguishment of debt, Transaction costs, Stock-based compensation expense, Impairment charges and non-operating expenses, such as, Other components of net periodic pension cost (benefit), Non-cash loss (gain) from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred.
We continue to monitor our capital requirements to ensure our needs are in line with available capital resources. In addition, our Board of Directors authorizes us to undertake share repurchases from time to time.
We continue to monitor our capital requirements to ensure our needs are in line with available capital resources. In addition, our Board authorizes us to undertake share repurchases from time to time.
This decrease in Print revenue was primarily driven by the impact of publication timing differences, as a result of our Print agreements having greater than 12 month terms, and the continued secular decline in industry demand for Print services, which was partially offset by increasing the terms of our new Print publications from 15 months to 18 months.
This decrease in Print revenue was primarily driven by the continued secular decline in industry demand for Print services, which was partially offset by the impact of publication timing differences, as a result of our Print agreements having greater than 12 month terms, and increasing the terms of our new Print publications from 18 months to 24 months in the fourth quarter.
Years Ended December 31, 2022 and 2021 For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021 , refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K year ended December 31, 2022 . 50 Non-GAAP Financial Measures We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States.
Years Ended December 31, 2023 and 2022 For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 , refer to Part II, Item 7, “ Management's Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K year ended December 31, 2023 . 56 Non-GAAP Financial Measures We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“ GAAP ”).
We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv Inc., which in turn generates cash flow from its own operations and operations of its subsidiaries, and has cash and cash equivalents on hand, funds provided under the Term Loan and funds available under the ABL Facility.
We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv Inc., which in turn generates cash flow from its own operations and operations of its subsidiaries, and has cash and cash equivalents on hand, funds provided under the New Term Loan (as defined below) and funds available under the New ABL Facility (as defined below).
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.
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 $3.0 million annually bas ed on the debt outstanding at December 31, 2024.
See Note 4, Fair Value Measurements , to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information. (4) Expenses related to the Yellow Acquisition, the Vivial Acquisition, the Thryv Australia Acquisition and other transaction costs.
See Note 4, Fair Value Measurements , to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information. (5) Expenses related to the Keap Acquisition, Yellow Acquisition, Vivial Acquisition and other transaction costs.
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.
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 12/29/2023 12/31/2024 Thryv Holdings, Inc. $ 100.00 $ 96.43 $ 293.79 $ 135.71 $ 145.36 $ 105.71 Nasdaq Composite Index $ 100.00 $ 114.14 $ 138.55 $ 92.69 $ 132.94 $ 171.01 Russell 2000 Index $ 100.00 $ 128.97 $ 146.64 $ 115.02 $ 132.38 $ 145.65 I tem 6. [Reserved] 46 I tem 7.
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.
Per the terms of the New Term Loan Facility, payments of the New Term Loan balance are determined by the Company's Excess Cash Flow (as defined in the New Term Loan Facility). We are in compliance with all covenants under the New Term Loan and New ABL Facility as of December 31, 2024.
Thryv Business Center is designed to allow a small business owner everything necessary to streamline day-to-day business, including customer relationship management, appointment scheduling, estimate and invoice creation, and online review management. Thryv Marketing Center is a fully integrated next generation marketing and advertising platform operated by the end user.
Thryv Business Center is designed to allow an SMB everything necessary to streamline day-to-day business operations, including customer relationship management, appointment scheduling, estimate and invoice creation, and online review management. Thryv Marketing Center is a fully integrated next generation marketing and advertising platform operated by the end user.
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 .
As of February 25, 2025 , there were 35 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 .
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.
Ability to Grow Through Expansion and Acquisition Our growth prospects depend upon our ability to successfully develop new markets. We currently primarily serve the United States, Australia, New Zealand, Canada, and Europe SMB markets and plan to leverage strategic acquisitions or initiatives to expand our client base domestically and enter new markets internationally.
(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.
(2) Consolidated results of operations includes Yellow's results of operations subsequent to the April 3, 2023 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.
We will continue to improve our SaaS solutions by analyzing user behavior, expanding features, improving usability, enhancing our onboarding services and customer support and making version updates available to SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also increase our operating expenses.
As a result, SaaS has been able to achieve profitable growth. We will continue to improve our SaaS solutions by analyzing user behavior, expanding features, improving usability, enhancing our onboarding services and customer support and making version updates available to SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also increase our operating expenses.
As a result of certain restrictions in the Company's debt agreements, as of December 31, 2023, approximately $37.5 million was available to be drawn upon under the ABL Facility.
As a result of certain restrictions in the Company's debt agreements, as of December 31, 2024, approximately $46.5 million was available to be drawn upon under the New ABL Facility.
The Company determines the amount of revenue to be recognized through application of the five-step model as described in Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report. We derive revenue from our four business segments: Thryv U.S.
The Company determines the amount of revenue to be recognized through application of the five-step model as described in Note 1, Description of Business and Summary of Significant Accounting Policies , to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report.
(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.
(3) 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 81 thousand, or 26%, as of December 31, 2024 as compared to December 31, 2023.
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.
Monthly ARPU for SaaS decreased by $42, or 11%, during the year ended December 31, 2024 compared to the year ended December 31, 2023, and increased by $3, or 1%, during the year ended December 31, 2023 compared to the year ended December 31, 2022.
As a result of recognizing revenue upon delivery, we typically record revenue for each published directory only once every 15 to 18 months, depending on the publication cycle of the individual published directory, which does not make comparing revenue year-over-year fully representative of actual demand trends due to timing of publication cycles.
As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 18 to 24 months, which does not make comparing revenue year-over-year fully representative of actual demand trends due to timing of publication cycles.
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 .
Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk As of December 31, 2024, we had total recorded debt outstanding of $284.3 million (net of $10.8 million of unamortized original issue discount and debt issuance costs), which was comprised of amounts outstanding under our New Term Loan of $271.3 million and New ABL Facility of $23.9 million .
(2) Clients that purchase one or more of our Marketing Services solutions are included in this metric. These clients may or may not also purchase subscriptions to our SaaS offerings. (3) Clients that purchase subscriptions to our SaaS offerings are included in this metric. These clients may or may not also purchase one or more of our Marketing Services solutions.
(2) Clients that purchase subscriptions to our SaaS offerings are included in this metric, as well as clients who are converted from our digital Marketing Services solutions to our SaaS offerings. These clients may or may not also purchase one or more of our Marketing Services solutions.
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.
Command Center allows an SMB to perform the following tasks to provide a centralized inbox for all customer communication: • connect their pre-existing email, Facebook and Instagram accounts; • install Command Center’s WebChat client on their website; and • use Voice over Internet Protocol in-platform telephony services, Short Message Service and video calls.
Investment in Growth We intend to continue 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. As a result, SaaS has been able to achieve profitable growth.
Investment in Growth We intend to continue 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 we expect to continue to serve as an efficient customer acquisition channel for our SaaS platform until its termination in 2028.
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.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net (loss) income : Years Ended December 31, (in thousands) 2024 2023 2022 Reconciliation of Adjusted EBITDA Net (loss) income $ (74,216) $ (259,295) $ 54,348 Impairment charges 83,094 268,846 102,222 Depreciation and amortization expense 52,789 63,251 88,392 Interest expense 46,771 61,728 60,407 Stock-based compensation expense (1) 24,118 22,201 14,628 Restructuring and integration expenses (2) 32,697 14,612 17,804 Loss on early extinguishment of debt (3) 6,638 — — Non-cash loss (gain) from remeasurement of indemnification asset (4) — 10,734 (2,148) Transaction costs (5) 5,145 373 6,119 Income tax expense (benefit) 8,218 (1,249) 44,627 Other components of net periodic pension benefit (6) (24,806) (2,719) (44,612) Other (7) 1,983 9,033 (8,445) Adjusted EBITDA $ 162,431 $ 187,515 $ 333,342 (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.
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.
Total clients decreased by 50 thousand, or 14%, as of December 31, 2024 as compared to December 31, 2023. Total clients decreased by 41 thousand, or 11%, as of December 31, 2023 as compared to December 31, 2022.
Our primary sources of revenue in our Thryv U.S. Marketing Services and Thryv International Marketing Services segments are Print and Digital services. Our primary source of revenue in our Thryv U.S. SaaS and Thryv International SaaS segments are our SaaS solutions.
Our primary sources of revenue in our Thryv Marketing Services segment are Print and Digital services. Our primary source of revenue in our Thryv SaaS segment is our SaaS solutions.
ARPU varies based on product mix, product volumes, and the amounts we charge for our services. We believe that ARPU is an important measure of client spend and that growth in ARPU is an indicator of client satisfaction with our services.
For each reporting period, the weighted-average monthly ARPU from all the months in the period are reported. ARPU varies based on product mix, product volumes, and the amounts we charge for our services. We believe that ARPU is an important measure of client spend and that growth in ARPU is an indicator of client satisfaction with our services.
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.
Income Tax (Expense) Benefit Income tax expense increased by $9.5 million, or 758.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The effective tax rate was (12.4%) and 0.5% for the year ended December 31, 2024 and 2023, respectively. The effective tax rate differs from the 21.0% U.S.
For further detail on severance benefits, see Note 8, Accrued Liabilities , to our consolidated financial statements included in Part II, Item 8 in this Annual Report. 51 (3) In connection with the YP Acquisition, the seller indemnified the Company for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the acquisition date.
See Note 10, Debt Obligations , to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information. 57 (4) In connection with the YP Acquisition, the seller indemnified the Company for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the acquisition date.
The impairment during the year ended December 31, 2023 was primarily driven by 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.
The decrease was primarily driven by 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 offerings. For the year ended December 31, 2024, clients converted to SaaS offerings reduced Marketing Services revenue by $37.1 million .
Specifically, we reduced printing, distribution, digital and fulfillment support costs by $66.7 million and contract services costs by $6.0 million. Additionally, depreciation and amortization expense decreased $11.4 million, driven by the accelerated amortization method used by the Company.
Specifically, we reduced printing, distribution and digital fulfillment support costs by $25.2 million, contract services by $11.7 million, and employee-related expenses by $6.8 million. Additionally, depreciation and amortization expense decreased $6.0 million due to the accelerated amortization method used by the Company.
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.
SaaS revenue also increased $29.3 million as a result of increased demand for our Thryv SaaS 54 solutions 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.
Operating Expenses Sales and Marketing Sales and marketing expense decreased by $61.9 million, or 17.1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Operating Expenses Sales and Marketing Sales and marketing expense decreased by $30.4 million, or 10.1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
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.
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 Thryv International Marketing Services segment is comprised of Thryv Australia Pty Ltd, which we acquired on March 1, 2021, and Yellow Holdings Limited ( “Yellow” ), a New Zealand marketing services company, which we acquired on April 3, 2023 for $8.9 million in cash (the “ Yellow Acquisition ”) , subject to certain adjustments .
Our Thryv Marketing Services segment includes Thryv Australia Pty Ltd ( “Thryv Australia” ), and Yellow Holdings Limited ( “Yellow” ), a New Zealand marketing services company, which we acquired on April 3, 2023 for $8.9 million in cash (the “ Yellow Acquisition ”).
Impairment Charges Our annual impairment tests resulted in non-cash impairments of our goodwill of $268.8 million and $102.0 million during the years ended December 31, 2023 and 2022, respectively, to reduce goodwill in our Thryv U.S.
Impairment Charges Our impairment tests resulted in non-cash impairments of our goodwill of $83.1 million, $268.8 million and $102.2 million during the years ended December 31, 2024, 2023 and 2022, respectively, to reduce goodwill in our Thryv Marketing Services reporting unit.
(5) Other components of net periodic pension benefit is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of other components of net periodic pension benefit relates to the mark-to-market pension remeasurement.
(6) Other components of net periodic pension benefit is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of other components of net periodic pension benefit relates to the mark-to-market pension remeasurement. (7) During the year ended December 31, 2024, Other primarily includes foreign exchange-related expense.
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 .
Our Thryv Marketing Services segment provides both print and digital solutions and generated $480.7 million, $653.2 million, and $986.0 million of consolidated revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
The decrease in ARPU for these periods was related to reduced spend by clients on our print media offerings due to the secular decline of the industry, caused by the continuing shift of advertising spend to less expensive digital media.
The decrease in ARPU for these periods was related to reduced spend by clients on our print media offerings due to the secular decline of the industry, caused by the continuing shift of advertising spend to larger digital media audiences, and our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS offerings.
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.
We had total recorded debt outstanding of $284.3 million (net of $10.8 million of unamortized original issue discount and debt issuance cost) at December 31, 2024, which was comprised of amounts outstanding under the New Term Loan of $271.3 million and New ABL Facility of $23.9 million.
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.
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. Since we translate foreign currencies into U.S. dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results.
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 contains everything a small business owner needs to market and grow their business effectively, including easy to understand, AI driven analytics and lead attribution, helping them understand what marketing is working for them.
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.
Years Ended December 31, 2024 2023 2022 ARPU (Monthly) Marketing Services $ 133 $ 158 $ 178 SaaS 330 372 369 Monthly ARPU for Marketing Services decreased by $25, or 16%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, and $20, or 11%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
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.
Thryv Australia and Yellow serve approximately 80,000 and 15,000 SMBs, respectively, many of which we believe are ideal candidates for the Thryv Platform. 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 Marketing Services segment.
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.
These decreases were related to the secular decline in the print media industry and significant competition in the digital media space, from focusing on offering our SaaS solutions to our current Marketing Services clients, and from our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS offerings.
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.
The decrease in Adjusted EBITDA was primarily driven by the secular decline in our Thryv Marketing Services segment. The decrease was partially offset by the growth in our Thryv SaaS segment. See “ Non-GAAP Financial Measures ” for a definition of Adjusted EBITDA and a reconciliation to Net income (loss), the most directly comparable measure presented in accordance with GAAP.
Effective June 30, 2023, borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, a Secured Overnight Financing Rate (“ SOFR ”) or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for SOFR loans) and (ii) 7.50% (for base rate loans).
The New Term Loan Facility matures on May 1, 2029 and borrowings under the New Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum equal to (i) 6.75% (for SOFR loans) and (ii) 5.75% (for base rate loans).
This decrease in ARPU was further driven by a reduction of our resale of high-spend, low margin third-party local search and display services that were not hosted on our owned and operated platforms.
This increase was primarily due to an increase in sales of our higher margin SaaS solutions and the reduction of our resale of high-spend, low margin third-party local search and display services that were not hosted on our owned and operated platforms.
See Note 12, Stock-Based Compensation and Stockholders' Equity , to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information.
See Note 12, Stock-Based Compensation and Stockholders' Equity , to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information. (2) See the table below for detail of Restructuring and integration expenses for the years ended December 31, 2024, 2023, and 2022.
Identifying proper targets and executing strategic acquisitions may take substantial time and capital. On March 1, 2021, we completed the acquisition of Thryv Australia, A ustralia’s leading provider of marketing solutions serving SMBs. In July 2022, we began operations in Canada through our own sales force and a re-seller agreement.
Identifying proper targets and executing strategic acquisitions may take substantial time and capital. In July 2022, we began operations in Canada through our own sales force and a re-seller agreement. O n April 3, 2023, we completed the acquisition of Yellow, a New Zealand marketing services company.
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.
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) 2024 2023 Change Cash flows provided by (used in): Operating activities $ 89,783 $ 148,226 $ (58,443) Investing activities (110,424) (42,516) (67,908) Financing activities 19,216 (103,493) 122,709 Effects of exchange rate changes on cash, cash equivalents and restricted cash (1,344) 133 (1,477) (Decrease) increase in cash, cash equivalents and restricted cash $ (2,769) $ 2,350 $ (5,119) Cash Flows from Operating Activities Net cash provided by operating activities decreased by $58.4 million, or 39.4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
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.
However, this resulted in the growth of SaaS revenue as highlighted below in the Thryv SaaS Revenue section. Digital revenue has further decreased due to 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.
Cost of Services Cost of services decreased by $83.3 million, or 19.7%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease was primarily driven by the corresponding decline in revenue and strategic cost saving initiatives.
Finally, Keap contributed $13.4 million of SaaS revenue since the acquisition closed on October 31, 2024. Cost of Services Cost of services decreased by $51.8 million, or 15.3%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This decrease was primarily driven by the corresponding decline in revenue and strategic cost saving initiatives.
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.
Additionally, the Company concluded that an impairment triggering event did not occur during the three months ended December 31, 2024. During the year ended December 31, 2023, the Company recognized a non-cash impairment charge of $268.8 million to reduce goodwill in its Thryv Marketing Services reporting unit.
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. Keap Automations is Thryv's sales and marketing automation engine that helps SMBs efficiently grow, allowing automation of repetitive tasks, campaigns, processes, and tools. Keap Acquisition.
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 based on the timing of the publication cycles.
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 based on the timing of the publication cycles. 49 Key Business Metrics We review several operating metrics, including the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
The increase in ARPU for these periods was attributable to upsell of higher value solutions to existing customers and price increases, offset by the strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS solutions, that initially come in at lower introductory pricing.
The increase in SaaS ARPU during the year ended December 31, 2023 was attributable to upsell of higher value solutions to existing customers and price increases, partially offset by the strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS offerings at no additional base cost at the time of upgrade.
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.
SaaS clients increased by 14 thousand, or 27%, as of December 31, 2023 as compared to December 31, 2022 due to our continuing focus on new SaaS client acquisition through improved identification of prospects, improved selling methods, introduction of new product features, a growing international footprint, and the transition of clients from digital Marketing Services solutions to SaaS offerings.
Print revenue is recognized upon delivery of the published directories. Individual published directories have different publication cycles, with a typical lifecycle of 15 to 18 months for directories published during the year ended December 31, 2022, as compared to 18 months during the year ended December 31, 2023 .
Print revenue is recognized upon delivery of the published directories. Individual published directories have different publication cycles, with a typical lifecycle of 18 months for U.S. directories in 2024. During the fourth quarter of 2024, we began to transition to 24 month publication cycles for U.S. directories.
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).
The New ABL Facility matures on May 1, 2028 and borrowings under the New ABL Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum, depending on the average excess availability under the New ABL Facility, equal to (i) 2.50% to 2.75% (for SOFR loans) and (ii) 1.50% to 1.75% (for base rate loans).
Digital revenue decreased by $124.3 million, or 28.7%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Print revenue decreased by $10.8 million, or 4.1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
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.
Gross Profit Gross profit decreased by $41.0 million, or 7.1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Marketing Services includes Vivial revenue subsequent to the Vivial Acquisition. Total Revenue decreased by $285.4 million , or 23.7% , for the year ended December 31, 2023 compared to the year ended December 31, 2022 . The decrease in total Revenue was driven primarily by a decrease in Thryv U.S.
The decrease in total Revenue was driven primarily by a decrease in Thryv Marketing Services Revenue of $172.6 million, partially offset by an increase in Thryv SaaS Revenue of $79.8 million. Thryv Marketing Services Revenue Thryv Marketing Services revenue decreased by $172.6 million, or 26.4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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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 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
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 64 Item 8. Financial Statements and Supplementary Data 66 Consolidated Statements of Operations and Comprehensive (Loss) Income 69 Consolidated Balance Sheets 70 Consolidated Statements of Changes in Stockholders' Equity 71 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 73

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