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Thryv Holdings, Inc.

For the period ended Mar 31, 2025. Filed May 1, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 1, 2025

THRY$1.18-1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001556739-24-000055

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-01.

0001556739-25-000040

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 158 previous paragraphs and 140 current paragraphs.

59 unchanged; 47 reworded; 32 added; 39 removed; 13 previous and 2 current paragraphs rearranged.

Tables are not compared: 12 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (32)

Current report

Transition of Digital Marketing Services Clients to the Thryv Platform

Current report

During the fourth quarter of 2023, we made a strategic decision to accelerate the transition of clients with digital Marketing Services solutions to our Thryv Platform by converting clients with certain Marketing Services products to the Thryv Platform outside of the sales process at no additional base cost to these clients at the time of upgrade. During the trailing twelve months ended March 31, 2025, we converted approximately 44,000 clients from our digital Marketing Services to our Thryv Platform, generating a$11.3 million increase in SaaS revenue during the three months ended March 31, 2025. As of March 31, 2025, approximately 34,000 of these clients remained as active SaaS clients.

Current report

The conversion of these clients decreases the number of clients in and the revenue of the Thryv Marketing Services segment and increases the number of clients in and the revenue of the Thryv SaaS segment. While we believe these clients are receiving a valuable upgrade to our 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 (known as “churn”) at a materially higher rate than the other clients in our SaaS segment. During 2024 and 2025, the churn of clients converted from our digital Marketing Services solutions was in line with the churn from the other clients in our SaaS segment. The conversion of clients to our Thryv Platform at no additional base cost resulted in a decrease to our SaaS monthly ARPU.

Current report

Macroeconomic factors in the U.S. and the global economy, such as recently proposed tariffs, retaliatory tariffs, concerns regarding a trade war or recession and inflation could negatively impact the businesses of our SMB customers and could reduce their demand for our offerings. To date, we do not believe that demand for our offerings has been negatively impacted by these factors.

Current report

SaaS clients increased by 41 thousand, or 59%, as of March 31, 2025 as compared to March 31, 2024, primarily due to the conversion of clients from digital Marketing Services solutions to the Thryv Platform during 2024 and continued into 2025. In addition, during the fourth quarter of 2024, we added 15 thousand clients from the Keap Acquisition.

Current report

We believe that Seasoned Net Revenue Retention (“Seasoned NRR”) is an indicator of our ability to retain and expand revenue for established clients that have had one or more SaaS offerings for at least a year. Seasoned NRR is calculated by dividing the revenue of all SaaS clients as of the last month of the year or quarter, as applicable, by the same clients' revenue one year ago (the “beginning period”), excluding clients acquired over the 12 months subsequent to the beginning period, including clients acquired in the Keap Acquisition.

Current report

Seasoned NRR increased by 900 basis points from 94% for thethree months ended March 31, 2024 to 103% for thethree months ended March 31, 2025. The increase in Seasoned NRR during thethree months ended March 31, 2025 resulted from selling additional SaaS products to existing SaaS clients, a price increase for SaaS clients in the third quarter of 2024, and our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to our SaaS offerings that included instances where Marketing Services clients already had at least one of our SaaS offerings and SaaS revenue increased for those clients.

Current report

Thryv Marketing Services revenue decreased by $89.1 million, or 55.9%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current report

On a publication-by-publication basis, the increase in average publication cycles from 18 months to 24 months results in an average revenue increase of 18% per published directory compared to the last time the directory was published. However, when adjusting the published directory’s revenue on a monthly basis, that is the published directory’s revenue divided by the number of months of the published lifecycle, the average revenue per published directory decreased by 37% compared to the last time the directory was published. The net impact on revenue per published directory was a 19% decline for the directories published during thethree months ended March 31, 2025. This net decline per directory was the result of the secular decline in industry demand for Print services.

Current report

Our gross margin remained flat at 65.8% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Gross margin from our SaaS segment increased to 70.9% for the three months ended March 31, 2025, compared to 66.1% for the three months ended March 31, 2024. This increase was offset by a decrease in gross margin from our Marketing Services segment. Gross margin from our Marketing Services segment decreased to 57.7% for the three months ended March 31, 2025, compared to 65.6% for the three months ended March 31, 2024. SaaS gross margin increased as a result of an increase in revenue and strategic cost savings initiatives. Marketing Services gross margin decreased as a result of a decrease in revenue. Further, the decrease in Marketing Services cost of services did not proportionately decrease with the decline in revenue.

Current report

Sales and marketing expense decreased by less than $0.1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was primarily driven by a decrease in sales commissions of $2.8 million and a decrease in depreciation and amortization expense of $0.7 million due to the accelerated amortization method used by the Company. These decreases were offset by an increase in stock-based compensation expense of $1.2 million, an increase in marketing and advertising expenses of $0.9 million, an increase in employee-related expenses of $0.5 million, and an increase in software expense of $0.5 million.

Current report

General and administrative expense decreased by $0.1 million, or 0.3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily attributable to a decrease in bad debt expense of $2.2 million, a decrease in severance expense of $1.2 million, and a decrease in depreciation and amortization expense of $0.8 million due to the accelerated amortization method used by the Company. These decreases were offset by the absence of a$3.2 million gain on disposal of certain intangible assets recorded during the three months ended March 31, 2024, and an increase in stock-based compensation expense of $1.2 million.

Current report

(2)See the table below for detail of Restructuring and integration expenses for the three months ended March 31, 2025 and 2024.

Current report

The following is a reconciliation of Restructuring and integration expenses that are included in the Adjusted EBITDA to Net (loss) income reconciliation above:

Current report

(a)Represents expenses related to maintenance, utilities, and general upkeep at the Company’s leased buildings. During the COVID-19 pandemic, the Company decided to operate in a Remote First working environment. Because we did not terminate existing lease agreements at any of our facilities, we continue to incur these costs until the lease agreements end. The most significant lease agreements are for our Corporate headquarters, which ends on December 31, 2025 and will not be renewed, and the Keap headquarters, which ends on December 31, 2026 and will not be renewed.

Current report

(b)We incur severance charges related to certain reduction in force actions taken by our management. These reduction in force actions are designed to streamline the Company’s operations and drive lower operating expenses as we continue to shift from our Marketing Services activities and drive continued focus on our SaaS business. All of the severance charges incurred during the three months ended March 31, 2025 and 2024 related to our legacy Marketing Services employees and our shift from Marketing Services activities.

Current report

(c)We incur professional services, system integration costs and other fees related to each of our acquisitions. Such costs vary in nature and amount due to factors specific to each acquisition and create a lack of comparability between periods.

Current report

(d)These costs consist of legal expenses related to legal cases inherited from acquisitions and accounting fees related to acquisitions.

Current report

Net cash used in operating activities increased by $15.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to an overall decline in our sales as well as changes in working capital, particularly accounts payable and accrued liabilities, and accounts receivable, which were primarily impacted by the timing of payments and collections. These decreases were partially offset by a $3.7 million decrease in interest payments and a $0.7 million decrease in income tax payments.

Current report

Net cash from financing activities increased by $13.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was related to a $7.0 million increase in net proceeds on the Company's ABL Facility and a $9.4 million decrease in payments made on the Company's Term Loan. The Company made no payments on the Company's Term Loan during the three months ended March 31, 2025 as a result of prepayments made during the prior year. During the three months ended March 31, 2024, the Company made $9.4 million of payments on the Company's prior Term Loan.
Removed paragraphs (39)

Previous report

On October 31, 2024, the Company acquired all of the outstanding capital stock of Infusion Software, Inc. (“Keap”) for $80.0 million of cash, subject to adjustment. Keap was founded in 2001 and operates a SaaS e-mail marketing and sales platform for small businesses, including products to manage customers, customer relationship management, marketing and e-commerce. As of June 30, 2024, Keap's customer base consisted of approximately 17,000 subscribers.

Previous report

To finance the purchase price, the Company closed an underwritten public offering of 5,715,000 shares of common stock, generating proceeds before expenses of $76.0 million and borrowed $5.5 million under its New ABL Facility.

Previous report

(1) Clients include total clients from both of our business segments: Thryv Marketing Services and Thryv SaaS.

Previous report

SaaS clients increased by 30 thousand, or 45%, as of September 30, 2024 as compared to September 30, 2023. The increase in SaaS clients 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, 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.

Previous report

Thryv Marketing Services revenue decreased by $23.7 million, or 20.3%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Previous report

Additionally, depreciation and amortization expense decreased by $2.1 million due to the accelerated amortization method used by the Company.

Previous report

Gross profit increased by $8.3 million, or 8.0%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Our gross margin also increased by 590 basis points to 62.3% for the three months ended September 30, 2024 compared to 56.4% for the three months ended September 30, 2023. 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. Additionally, the increase was due to a decrease in cost of services as a result of the decline in revenue and strategic cost saving initiatives.

Previous report

Sales and marketing expense decreased by $8.3 million, or 11.1%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily attributable to a decrease in employee-related costs of $1.8 million and a decrease in contract services expense of $1.8 million due to strategic cost-saving initiatives, a decrease in advertising expenses of $1.7 million, a decrease in stock-based compensation expense of $0.8 million, and a decrease in sales commissions of $0.7 million due to new sales commissions plans and revised targets. Additionally, depreciation and amortization expense decreased $1.2 million due to the accelerated amortization method used by the Company.

Previous report

General and administrative expense increased by $2.7 million, or 5.6%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily attributable to a $1.7 million increase in transaction costs related to the Keap acquisition and an increase in stock-based compensation expense of $1.3 million.

Previous report

Impairment charges increased by $83.1 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Impairment charges of $83.1 million were recognized as a result of a goodwill impairment in our Thryv Marketing Services reporting unit during the three months ended September 30, 2024, while noimpairment charges were recognizedin our Thryv Marketing Services reporting unit during thethree months ended September 30, 2023.

Previous report

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Previous report

Revenue decreased by $43.2 million, or 6.4%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was driven by a decrease in Thryv Marketing Services revenue of $92.7 million partially offset by an increase in Thryv U.S. SaaS revenue of $49.4 million.

Previous report

Thryv Marketing Services revenue decreased by $92.7 million, or 18.9%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Previous report

Sales and marketing expense decreased by $24.8 million, or 10.9%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to a decrease in employee-related costs and contract services expense of $11.7 million due to strategic cost-saving initiatives, a decrease in sales commissions of $5.3 million due to new sales commissions plans and revised targets, a decrease in stock based compensation expense of $3.0 million, and a decrease in advertising expenses of $2.7 million. Additionally, depreciation and amortization expense decreased $1.9 million due to the accelerated amortization method used by the Company.

Previous report

General and administrative expense increased by $5.6 million, or 3.7%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily attributable to an increase in stock-based compensation expense of $4.0 million, an increase in employee-related costs of $3.0 million, an increase in severance expense of $3.5 million, an increase in third-party fees associated with our debt refinancing of $2.0 million, an increase in bad debt expense of $1.9 million, an increase in transaction costs of $1.3 million related to the Keap acquisition, and an increase in contract services expense of $0.9 million. The increase was partially offset by the absence of a $10.7 million loss on settlement of indemnification asset that was recorded during the nine months ended September 30, 2023.

Previous report

Impairment charges increased by $83.1 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Impairment charges of $83.1 million were recognized as a result of a goodwill impairment in our Thryv Marketing Services reporting unit during the nine months ended September 30, 2024, while noimpairment charges were recognizedin our Thryv Marketing Services reporting unit during thenine months ended September 30, 2023.

Previous report

Interest expense decreased by $10.9 million, or 22.7%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, driven primarily by lower outstanding debt balances, as well as lower interest rates.

Previous report

Other components of net periodic pension cost increasedby$0.9 million for the nine months ended September 30, 2024. This increase was primarily due to the absence of a settlement gain of $0.4 million and a remeasurement gain of $1.4 million that was recorded during the nine months ended September 30, 2023. No settlement gain or remeasurement gain was recorded during thenine months ended September 30, 2024. Additionally, the increase was due to a lower return on plan assets of$0.7 million. These increases were partially offset by lower interest cost of $1.6 million, due to lower interest rates.

Previous report

Other expense increasedby$6.3 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to a loss on extinguishment of debt of$6.6 million recorded during thenine months ended September 30, 2024. This increase was partially offset by a decrease in foreign-currency related loss of$0.3 million during the nine months ended September 30, 2024 compared to thenine months ended September 30, 2023.

Previous report

Adjusted EBITDA decreased by $2.2 million, or 1.6%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. 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.

Previous report

(2)For the three and nine months ended September 30, 2024 and 2023, expenses related to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation.

Previous report

(3)Expenses related to the Keap Acquisition during the three and nine months ended September 30, 2024 and the Yellow Acquisition during the nine months ended September 30, 2023.

Previous report

(5)In connection with the debt refinancing completed on May 1, 2024, the Company recorded a Loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs on the Company's Prior Term Loan and Prior ABL Facility. See Note 8, Debt Obligations, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report for more information.

Previous report

(6)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 4, Fair Value Measurements, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report for more information.

Previous report

Net cash provided by operating activities decreased by $40.0 million, or 38.6%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily due to changes in working capital, particularly accounts receivable, which was primarily impacted by the timing of payments and an overall decline in our sales. Additionally, the Company made income tax payments of $15.0 million for the nine months ended September 30, 2024 compared to income taxes paid of $7.6 million for the nine months ended September 30, 2023. This was offset by lower interest payments of $8.7 million compared to the nine months ended September 30, 2023.

Previous report

Net cash used in financing activities decreased by $26.7 million, or 37.0%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This decrease was primarily due to $18.2 million of net payments on the Company's Prior Term Loan and New Term Loan agreements during the nine months ended September 30, 2024, compared to $95.0 million of net payments on the Company's Prior Term Loan during the nine months ended September 30, 2023. The decrease in payments on the Term Loan was partially offset by $26.9 million of net payments on the Company's Prior ABL Facility and New ABL Facility during the nine months ended September 30, 2024, compared to $2.8 million of net proceeds on the Company's Prior ABL Facility during the nine months ended September 30, 2023. Additionally, the decrease in payments on the Term Loan was partially offset by $15.9 million of cash received as a result of the exercise of stock warrants during the nine months ended September 30, 2023. The Company also paid $5.5 million of debt issuance costs during the nine months ended September 30, 2024 related to the New Term Loan.
Reworded paragraphs (47)

Previous wording

We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. We are one of the largest providers of SaaS end-to-end customer experience tools and digital marketing solutions (“Digital”) to small-to-medium sized businesses (“SMBs”). Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations. We serve approximately 300,000 SMB clients globally through two business segments: Thryv Marketing Services and Thryv SaaS.

Current wording

We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. We are one of the largest providers of SaaS end-to-end customer experience tools and digital marketing solutions to small-to-medium sized businesses (“SMBs”). Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations.

Previous wording

Our Thryv SaaS segment generated$87.1 million and$67.4 million of consolidated revenue for the three months ended September 30, 2024 and 2023, respectively and$239.2 million and$189.7 million of consolidated revenue for the nine months ended September 30, 2024 and 2023, respectively. Our primary SaaS offerings are comprised of Thryv®, our flagship all-in-one small business management platform (“Thryv Platform”), which includes Command Center, Business Center, Marketing Center, ThryvPay SM, and Thryv Add-Ons. Thryv Command Center enables SMBs to centralize all their internal and external communications through a modular, easily expandable, and customizable platform. Command Center allows an SMB to do the following to provide a centralized inbox for all customer communication:

Current wording

Thryv SaaS. Our Thryv SaaS segment generated$111.1 million and$74.3 million of consolidated revenues for the three months ended March 31, 2025 and 2024, respectively. Our primary SaaS offerings are comprised of Thryv®, our flagship all-in-one small business management platform, which includes Command Center, Business Center, Marketing Center, ThryvPay®, Thryv Add-Ons, and Keap Automations (collectively referred to as our“Thryv Platform”). Thryv Command Center enables SMBs to centralize all their internal and external communications through a modular, easily expandable, and customizable platform. Command Center allows an SMB to perform the following tasks to provide a centralized inbox for all customer communication:

Previous wording

•Use Voice over Internet Protocol (“VoIP”) in-platform telephony services, Short Message Service (“SMS”) and video calls.

Current wording

•use Voice over Internet Protocol in-platform telephony services, Short Message Service and video calls.

Previous wording

Thryv Business Center is designed to allow a 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. 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, and lead attribution, helping them understand what marketing is working for them. 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 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.

Current wording

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. 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. ThryvPay®, is our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service focused businesses that want to provide consumers safe, contactless, and fast-online payment options. Thryv Add-Ons include AI-assisted website development, search engine optimization tools, Google Business Profile optimization, 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 is Thryv's sales and marketing automation engine that helps SMBs efficiently grow, allowing automation of repetitive tasks, campaigns, processes, and tools.

Previous wording

Our Thryv Marketing Services segment provides both print and digital solutions and generated$92.8 million and$116.5 million of consolidated revenue for the three months ended September 30, 2024 and 2023, respectively, and$398.4 million and$491.1 million of consolidated revenue for the nine months ended September 30, 2024 and 2023, respectively. Our Marketing Services offerings include our owned and operated Print Yellow Pages (“Print”), which carry the “The Real Yellow Pages” tagline, our proprietary Internet Yellow Pages, known by the Yellowpages.com, Superpages.com, and Dexknows.com URLs, search engine marketing solutions and other digital media solutions, which include online display advertising, online presence, and search engine optimization tools. 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”), subject to certain adjustments. Thryv Australia and Yellow serve approximately 81,000 and 16,000 Marketing Services SMBs, respectively, many of which we believe are ideal candidates for the Thryv platform.

Current wording

Our Thryv Marketing Services segment provides both print and digital solutions and generated$70.2 million and$159.3 million of consolidated revenues for the three months ended March 31, 2025 and 2024, respectively. Our Marketing Services offerings include our owned and operated Print Yellow Pages (“Print”), which carry the “The Real Yellow Pages” tagline, our proprietary Internet Yellow Pages, known by the Yellowpages.com, Superpages.com, and Dexknows.com URLs, search engine marketing solutions and other digital media solutions, which include online display and social advertising, online presence, and video and search engine optimization tools (collectively referred to as“Digital”). Our Thryv Marketing Services segment includes Thryv Australia Pty Ltd (“Thryv Australia”), and Yellow Holdings Limited (“Yellow”), a New Zealand marketing services company. Thryv Australia and Yellow serve approximately 75,000 and 15,000 Marketing Services SMBs, respectively, many of which we believe are ideal candidates for the Thryv Platform. During the third quarter of 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028.

Previous wording

Our strategy is to expand the use of our solutions by introducing our SaaS solutions to new SMB clients, as well as our current Thryv Marketing Services clients and our existing SaaS client base - offering them additional SaaS solutions. This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital. This strategy poses a risk if our Marketing Services clients do not fully embrace the transition to SaaS solutions by increasing their spend.

Current wording

Our strategy is to expand the use of our SaaS solutions by introducing our SaaS solutions to new SMB clients, as well as our current Thryv Marketing Services clients and our existing SaaS client base, offering them additional SaaS solutions. This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital. This strategy poses a risk if our Marketing Services clients do not fully embrace the transition to SaaS offerings by purchasing additional SaaS offerings or if they have higher churn rates.

Previous wording

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. 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.

Current wording

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. 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

Previous wording

Our growth prospects depend upon our ability to successfully develop new markets. We currently serve SMB markets in the United States, Australia, New Zealand and Canada and plan to leverage strategic acquisitions or initiatives to expand our client base domestically and enter new markets internationally. Identifying proper targets and executing strategic acquisitions may take substantial time and capital. On October 31, 2024, we completed the acquisition of Keap. On April 3, 2023, we completed the acquisition of Yellow, a New Zealand marketing services company. We believe that strategic acquisitions of marketing services companies globally will expand our client base and provide additional opportunities to offer our SaaS solutions.

Current wording

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. 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. On April 3, 2023, we completed the acquisition of Yellow, a New Zealand marketing services company. Additionally, on October 31, 2024, we completed the acquisition of Keap, a prominent player in customer relationship management and marketing automation for SMBs. Keap primarily serves SMBs in North America, Australia, New Zealand and Europe. 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.

Previous wording

We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market. Our PYP directories typically have 12-month publication cycles in Australia, 18-month publication cycles in New Zealand, and 15 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. 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.

Current wording

We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market. Our PYP directories typically have 12-month publication cycles in Australia, 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. 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.

Previous wording

(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.

Current wording

(2) Clients that purchase subscriptions to our SaaS offerings are included in this metric, as well as clients 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.

Previous wording

Marketing Services clients decreased by 84 thousand, or 25%, as of September 30, 2024 as compared to September 30, 2023. The decrease in Marketing Services clients was related to the secular decline in the print media industry, significant competition in the digital media space, and from focusing on offering our SaaS solutions to our current Marketing Services clients.

Current wording

Marketing Services clients decreased by 76 thousand, or 26%, as of March 31, 2025 as compared to March 31, 2024. This decrease was 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.

Previous wording

Total clients decreased by 69 thousand, or 19%, as of September 30, 2024 as compared to September 30, 2023. The primary driver of the decrease in total clients was the secular decline in the print media business combined with increasing competition in the digital media space, partially offset by an increase in SaaS clients.

Current wording

Total clients decreased by 47 thousand, or 14%, as of March 31, 2025 as compared to March 31, 2024. The primary driver of this decrease was the secular decline in the print media business combined with increasing competition in the digital media and SaaS space, partially offset by an increase in SaaS clients.

Previous wording

Monthly ARPU for Marketing Services decreased by $29, or 19%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, anddecreased by $24, or 15%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. 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. This decrease in ARPU was further driven by an ongoing 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.

Current wording

Monthly ARPU for Marketing Services decreased by $34, or 23%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. 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.

Previous wording

Monthly ARPU for SaaS decreased by $58, or 16%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, anddecreased by$40, or 11%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease in SaaS ARPU during the three months ended September 30, 2024 resulted from our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS solutions at a price lower than some of our SaaS products. The sale of our newer Marketing Center product to our SaaS clients offset a portion of the SaaS decline.

Current wording

Monthly ARPU for SaaS decreased by $34, or 9%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease in SaaS ARPU during thethree months ended March 31, 2025 primarily resulted from our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to our SaaS offerings at no additional base cost to the client at the time of upgrade. The sale of our other SaaS offerings to new and existing SaaS clients offset a portion of the SaaS decline.

Previous wording

We generate revenue from our two business segments: Thryv Marketing Services and Thryv SaaS. 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 are our SaaS solutions.

Current wording

We generate revenue from our two business segments: Thryv SaaS and Thryv Marketing Services. Our primary source of revenue in our Thryv SaaS segment is our SaaS solutions. Our primary sources of revenue in our Thryv Marketing Services segment are Print and Digital services.

Previous wording

Other income (expense) consists of interest expense, other components of net periodic pension cost, and other expense, which includes loss on early extinguishment of debt, and foreign currency-related income and expense.

Current wording

Other income (expense) consists of interest expense, other components of net periodic pension cost, and other expense, which primarily includes foreign currency-related income and expense.

Previous wording

(1)Consolidated results of operations includes Yellow's results of operations subsequent to the April 3, 2023 acquisition date.

Current wording

(1) Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.

Previous wording

Revenue decreased by $4.0 million, or 2.2%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was driven by a decrease in Thryv Marketing Services revenue of $23.7 million, partially offset by an increase in Thryv SaaS revenue of $19.7 million.

Current wording

Revenue decreased by $52.3 million, or 22.4%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was driven by a decrease in Thryv Marketing Services revenue of $89.1 million, partially offset by an increase in Thryv SaaS revenue of $36.8 million.

Previous wording

Thryv SaaS revenue increased by $19.7 million, or 29.2%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase 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. SaaS revenue also increased as a result of increased demand for our Thryv SaaS 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.

Current wording

Thryv SaaS revenue increased by $36.8 million, or 49.5%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily attributable to 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. Clients converted from digital Marketing Services solutions during the trailing twelve months resulted in an $11.3 million increase in SaaS revenue for the three months ended March 31, 2025. SaaS revenue also increased $6.6 million as a result of increased demand for our Thryv SaaS 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. Finally, Keap contributed $18.9 million of SaaS revenue during the three months ended March 31, 2025.

Previous wording

Print revenue increased by $22.0 million, or 98.8%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase in Print revenue was primarily driven by the impact of publication timing differences of our U.S directories, as a result of our Print agreements having greater than 12 month terms. This increase was partially offset by the continued secular decline in U.S. and international industry demand for Print services.

Current wording

Print revenue decreased by $46.9 million, or 55.4%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease in Print revenue was primarily driven by the impact of publication timing differences of our U.S. directories, as a result of our Print agreements having greater than 12-month terms, as well as the continued secular decline in U.S. and international industry demand for Print services.

Previous wording

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. As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 18 months, depending on the publication cycle of the individual published directory, which does not make comparing quarterly revenue year-over-year fully representative of actual demand trends due to timing of publication cycles. The Company recognized revenue for more published directories during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase in published directories was partially offset by the secular decline in industry demand for Print services, resulting in an overall 24% decline in revenue for the quarter when comparing on a publication-by-publication basis.

Current wording

Print revenue is recognized upon delivery of the published directories. Individual published directories have different publication cycles, with a typical lifecycle of 24 months for U.S. directories in 2025. During the fourth quarter of 2024, we began to transition from 18-month publication cycles to 24-month publication cycles for U.S. directories. As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 24 months, which does not make comparing revenue year-over-year fully representative of actual demand trends due to timing of publication cycles. Due to publication timing differences, the Company recognized revenue for fewer published directories during thethree months ended March 31, 2025 compared to thethree months ended March 31, 2024.

Previous wording

Digital revenue decreased by $45.6 million, or 48.4%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily driven by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the upgrade of clients from its digital Marketing Services solutions to its SaaS solutions. Digital revenue 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.

Current wording

Digital revenue decreased by $42.1 million, or 56.4%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. 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 thethree months ended March 31, 2025, clients converted to SaaS offerings during the trailing twelve months reduced Marketing Services revenue by$11.3 million. However, this resulted in the growth of SaaS revenue as highlighted above 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. For the year ended March 31, 2025, the continued trending decline and significant competition resulted in a$30.8 million decrease in digital revenue.

Previous wording

Cost of services decreased by $38.9 million, or 14.8%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This decrease was primarily driven by the corresponding decline in revenue and strategic cost saving initiatives. Specifically, we reduced printing, distribution and digital fulfillment support costs by $15.8 million, contract services by $8.5 million, employee-related expenses by $4.7 million and software expense by $3.5 million. Additionally, depreciation and amortization expense decreased $5.1 million due to the accelerated amortization method used by the Company.

Current wording

Cost of services decreased by $17.9 million, or 22.4%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was primarily driven by the corresponding decline in revenue and strategic cost saving initiatives. Specifically, we reduced printing, distribution, digital and fulfillment costs by $14.5 million, contract services expense by $1.1 million and employee-related expenses by $0.9 million. Additionally, depreciation and amortization expense decreased by $1.6 million due to the accelerated amortization method used by the Company.

Previous wording

Gross profit decreased by $4.3 million, or 1.0%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. 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. Our gross margin increased by 350 basis points to 65.0% for the nine months ended September 30, 2024 compared to 61.5% for the nine months ended September 30, 2023. 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.

Current wording

Gross profit decreased by $34.4 million, or 22.4%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. 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.

Previous wording

Interest expense decreased by $3.6 million, or 23.9%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, driven primarily by lower outstanding debt balances as well as lower interest rates.

Current wording

Interest expense decreased by $4.3 million, or 32.1%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, driven primarily by lower outstanding debt balances.

Previous wording

Other components of net periodic pension cost decreased by $0.3 million for the three months ended September 30, 2024. This decrease was primarily due a decrease of$0.3 million in interest cost, due to lower interest rates. No settlement gain or remeasurement gain was recorded during the three months ended September 30, 2024.

Current wording

Other components of net periodic pension cost decreased by $0.8 million for the three months ended March 31, 2025. This decrease was primarily due to an increase in expected return on assets of$0.7 million.

Previous wording

Other income (expense) increased by $1.1 million for the three months ended September 30, 2024. This increase was primarily due to an increase in foreign-currency related gain of $0.2 million during the three months ended September 30, 2024 compared to a foreign-currency related loss of $0.9 million during the three months ended September 30, 2023.

Current wording

Other income (expense) increased by $2.8 million for the three months ended March 31, 2025. This increase was primarily due to an increase in foreign-currency related gain of $0.4 million during the three months ended March 31, 2025 compared to a foreign-currency related loss of $2.4 million during the three months ended March 31, 2024.

Previous wording

The Company's effective tax rate (“ETR”) was 5.3% and 27.5% for the three months ended September 30, 2024 and 2023, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, change in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions, goodwill impairment as further discussed in Note 5, Goodwill and Intangible Assets, and the debt refinancing discussed in Note 8, Debt Obligations.

Current wording

The Company's effective tax rate (“ETR”) was 23.0% and 39.0% for the three months ended March 31, 2025 and 2024, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences, including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, minimum taxes, change in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions.

Previous wording

Adjusted EBITDA increased by $12.3 million, or 167.7%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in Adjusted EBITDA was primarily driven by the increase in sales of our higher margin SaaS solutions. The increase was partially offset by the secular decline in our Thryv Marketing Services 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.

Current wording

Adjusted EBITDA decreased by $33.2 million, or 61.4%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease in Adjusted EBITDA was primarily driven by the decrease in sales of our Marketing Services products. This was partially offset by increased sales of our higher margin SaaS solutions 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.

Previous wording

We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) plus Interest expense, Income tax expense, Depreciation and amortization expense, Restructuring and integration expenses, Transaction costs, Stock-based compensation expense, and non-operating expenses, such as, Other components of net periodic pension cost, Loss on early extinguishment of debt, Non-cash loss from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to Net income (loss) as a performance measure. We define Adjusted Gross Profit (“Adjusted Gross Profit”) and Adjusted Gross Margin (“Adjusted Gross Margin”) as Gross profit and Gross margin, respectively, adjusted to exclude the impact of Depreciation and amortization expense and Stock-based compensation expense.

Current wording

We define Adjusted EBITDA (“Adjusted EBITDA”) as Net (loss) income plus Interest expense, Income tax expense, Depreciation and amortization expense, Restructuring and integration expenses, Stock-based compensation expense, and non-operating expenses, such as, Other components of net periodic pension cost, and certain unusual and non-recurring charges that might have been incurred. 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.

Previous wording

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.

Current wording

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.

Previous wording

The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net (loss):

Current wording

The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net (loss) income:

Previous wording

(4)Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of Other components of net periodic pension cost relates to periodic mark-to-market pension remeasurement.

Current wording

(3)Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of Other components of net periodic pension cost relates to periodic mark-to-market pension remeasurement.

Previous wording

(7)Other primarily includes foreign exchange-related expense (income).

Current wording

(4)Other primarily includes foreign exchange-related (income) expense.

Previous wording

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv, Inc., who 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 and funds available under the New ABL Facility. The agreements governing our debt may restrict the ability of our subsidiaries to make loans or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of our senior credit facilities and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions or the making of loans by such subsidiaries to us. Our and our subsidiaries’ ability to meet our debt service requirements is dependent on our ability to generate sufficient cash flows from operations.

Current wording

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv, Inc., who 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. The agreements governing our debt may restrict the ability of our subsidiaries to make loans or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of our senior credit facilities and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions or the making of loans by such subsidiaries to us. Our and our subsidiaries’ ability to meet our debt service requirements is dependent on our ability to generate sufficient cash flows from operations.

Previous wording

We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our 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. Any projections of future earnings and cash flows are subject to substantial uncertainty. Our future success and capital adequacy will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to address our annual cash obligations and reduce our outstanding debt, all of which are subject to general economic, financial, competitive, and other factors beyond our control. We continue to monitor our capital requirements to ensure our needs are in line with available capital resources.

Current wording

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. Any projections of future earnings and cash flows are subject to substantial uncertainty. Our future success and capital adequacy will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to address our annual cash obligations and reduce our outstanding debt, all of which are subject to general economic, financial, competitive, and other factors beyond our control. We continue to monitor our capital requirements to ensure our needs are in line with available capital resources.

Previous wording

Net cash used in investing activities decreased by $7.3 million, or 22.8%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily due to $8.9 million of cash paid related to the Yellow Acquisition during the nine months ended September 30, 2023. This was partially offset by a $1.8 million increase in capital expenditures related to the development of our SaaS solutions.

Current wording

Net cash used in investing activities was largely unchanged for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous wording

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

Current wording

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

Previous wording

The New Term Loan established a senior secured term loan facility (the “New Term Loan Facility”) in an aggregate principal amount equal to $350.0 million, of which 31.8% was held by a related party who was an equity holder of the Company as of May 1, 2024. The Company defines a related party as any shareholder owning more than 5% of the

Current wording

The Term Loan established a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $350.0 million, of which 40.0% was held by a related party who was an equity holder of the Company as of May 1, 2024. The Company defines a related party as any shareholder owning more than 5% of the Company's voting securities. As of March 31, 2025, 40.0% of the Term Loan was held by a related party who was an equity holder of the Company as of that date.

Showing the first 40 of 47 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We serve approximately 280,000 SMB clients globally through two business segments: Thryv SaaS and Thryv Marketing Services.

Current report — wording carried from elsewhere

SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also increase our operating expenses.
Rearranged previous paragraphs (13)

Previous report — wording carried elsewhere

Cost of services decreased by $12.3 million, or 15.3%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This decrease was primarily driven by the corresponding decline in revenue and strategic cost saving initiatives. Specifically, we reduced printing, distribution, digital and fulfillment costs by $3.6 million, contract services by $2.5 million, employee-related expenses by $2.3 million, and software expense by $1.3 million.

Previous report — wording carried elsewhere

The following table sets forth certain consolidated financial data for each of the periods indicated:

Previous report — wording carried elsewhere

(2) 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.

Previous report — wording carried elsewhere

(3) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Profit and a reconciliation to Gross profit, the most directly comparable measure presented in accordance with GAAP.

Previous report — wording carried elsewhere

(4) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.

Previous report — wording carried elsewhere

The following table summarizes Revenue by business segment for the periods indicated:

Previous report — wording carried elsewhere

Print revenue increased by $25.4 million, or 13.6%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This increase 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. This increase was partially offset by the continued secular decline in U.S. and international industry demand for Print services.

Previous report — wording carried elsewhere

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. As a result of recognizing revenue upon delivery, we typically record revenue for each published U.S. directory only once every 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. The Company recognized revenue for more published directories during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This increase in published directories was partially offset the secular decline in industry demand for Print services, resulting in an overall 30% decline in revenue for the nine months ended September 30, 2024 when comparing on a publication-by-publication basis.

Previous report — wording carried elsewhere

Digital revenue decreased by $118.0 million, or 38.7%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily driven by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the upgrade of clients from its digital Marketing Services solutions to its SaaS solutions. Digital revenue 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.

Previous report — wording carried elsewhere

Thryv SaaS revenue increased by $49.4 million, or 26.0%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase 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. SaaS revenue also increased as a result of increased demand for our Thryv SaaS 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.

Previous report — wording carried elsewhere

Other Components of Net Periodic Pension Cost

Previous report — wording carried elsewhere

The Company's effective tax rate (“ETR”) was(8.8%) and 83.9% for the nine months ended September 30, 2024 and 2023, respectively. The Company's ETR differs from the U.S. Federal statutory rate of 21% primarily due to permanent differences including state taxes, non-deductible executive compensation, non-U.S. taxing jurisdictions, tax credits, change in valuation allowance due to expiring net operating losses, andthe discrete impact of interest accrual on uncertain tax positions, goodwill impairment as further discussed in Note 5, Goodwill and Intangible Assets, and the debt refinancing discussed in Note 8, Debt Obligations.

Previous report — wording carried elsewhere

Company's voting securities. As of September 30, 2024, 31.8% of the New Term Loan was held by a related party who was an equity holder of the Company as of that date.