Thryv Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
THRY$1.18-1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001556739-25-000015
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001556739-26-000013
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 174 previous paragraphs and 186 current paragraphs.
80 unchanged; 67 reworded; 33 added; 25 removed; 2 previous and 6 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 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 (33)
Current report
We are a software-led platform company focused on enabling small and medium-sized businesses (“SMBs”) to run and grow their businesses more efficiently. Our strategy is centered on delivering a unified, extensible SaaS platform that supports customer acquisition, engagement, operations, and retention across the SMB lifecycle.
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SaaS
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Our SaaS segment generated $461.0 million, $343.5 million, and $263.7 million of consolidated revenues for the years ended December 31, 2025, 2024, and 2023, respectively.
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Core Platform Offerings. The core offerings of our Thryv Platform include Thryv Marketing Center and Keap®. Thryv Marketing Center contains everything an SMB owner needs to effectively market and grow their business, including easy to understand, artificial intelligence (“AI”) driven analytics and lead attribution that help them understand which marketing efforts are delivering results. Keap® is our customer relationship management (“CRM”) and automation engine that helps SMBs efficiently grow by automating repetitive tasks, campaigns, and processes, using automation tools and AI.
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Supporting Software Solutions. We offer supporting software solutions, including Thryv Business Center, that seamlessly integrate with our core platform offerings, providing customers with enhanced functionality and additional features.
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Professional Services. We offer implementation, training, and consulting services to help customers maximize value from our platform, including onboarding and implementation, a year-one Customer Success Manager, and Thryv Success Services, which includes listing refresh services, strategic content creation, and ongoing strategic consulting.
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Acquisitions
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During the year ended December 31, 2025, we converted approximately 12,000 clients with Digital marketing services products to our Thryv Platform who were not already SaaS clients at the time of conversion. As of December 31, 2025, approximately 9,000 of these clients remained as SaaS clients. The conversion of these Marketing Services clients increased SaaS revenue by $9.4 million during the year ended December 31, 2025.
Current report
Additionally, during the year ended December 31, 2025, we converted Digital marketing services products to our Thryv Platform for approximately 10,000 clients who already had at least one SaaS product in our Thryv Platform at the time of conversion. The conversion of these Marketing Services clients increased SaaS revenue by $11.0 million during the year ended December 31, 2025.
Current report
We recorded non-cash goodwill impairment charges of$83.1 million and $268.8 million during theyears ended December 31, 2024 and 2023, respectively, related to our Marketing Services reporting unit, which no longer has goodwill remaining. No goodwill impairment charges were recorded during the year ended December 31, 2025.
Current report
Our most recent quantitative goodwill impairment test, performed in the third quarter of 2024, indicated that the SaaS reporting unit's fair value exceeded its carrying value by more than 250%. As a result of this significant cushion, we performed a qualitative goodwill impairment assessment at our annual test date of October 1, 2025, which indicated that it was not more likely than not that the fair value of the SaaS reporting unit was less than its carrying value. Subsequent to December 31, 2025, the Company experienced continued declines in its stock price that resulted in the Company's market capitalization declining below the Company's book value. We are in the process of evaluating whether an interim goodwill impairment assessment is needed for the SaaS reporting unit in the first quarter of 2026. At this time, the likelihood of goodwill impairment and the potential amount of any related charge is unknown.
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Research and Development
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Research and development expense consists primarily of base salaries, stock-based compensation, and other expenses incurred by personnel within the product development and product management departments. Additionally, Research and development expense includes third-party contractor expenses and allocated overhead costs which includes depreciation of fixed assets and amortization associated with intangible assets.
Current report
SaaS Revenue
Current report
SaaS revenue increased by $117.6 million, or 34.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily attributable to the acquisition of Keap, new sales, client expansion, and the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of clients from its Digital marketing services solutions to its SaaS offerings. Of the$117.6 million SaaS revenue increase, (i) revenue from Keap contributed $56.2 million, (ii) the conversion of Digital marketing services products for clients to SaaS products during 2025 contributed $20.4 million, and (iii) new sales and client expansion during 2025 contributed $48.0 million. Finally, SaaS revenue decreased $7.0 million due to net revenue changes associated with products sold or converted prior to January 1, 2025.
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Marketing Services Revenue
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Marketing Services revenue decreased by $156.7 million, or 32.6%, for the year ended December 31, 2025 compared to the year ended December 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 17% per published directory compared to the last time the directory was published. However, when adjusting the published directory’s revenue on a monthly basis, which is the published directory’s revenue divided by the number of months of the published lifecycle, the average revenue per published directory decreased by 33% compared to the last time the directory was published. The net impact on revenue per published directory was a 16% decline for the directories published during the year ended December 31, 2025. This net decline per directory was the result of the secular decline in industry demand for Print services.
Current report
Gross margin increased by 270 basis points to 67.9% for the year ended December 31, 2025 compared to 65.2% for the year ended December 31, 2024. Gross margin from our SaaS and Marketing Services segments increased to 70.7% and 63.9%, respectively, for the year ended December 31, 2025, compared to 69.4% and 62.2%, respectively, for the year ended December 31, 2024. SaaS gross margin increased as a result of an increase in revenue and strategic cost savings initiatives. Marketing Services gross margin increased as a result of cost savings initiatives offsetting decreases in revenue.
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Research and Development
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Research and development expense increased by $23.4 million, or 148.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to an increase in employee-related expenses of $17.7 million as a result of employees retained following the Keap Acquisition who were focused on integration and product development for Keap products, an increase in stock-based compensation of $1.8 million as a result of forfeitures during the year ended December 31, 2024, and an increase in depreciation and amortization expense of $1.5 million.
Current report
General and administrative expense decreased by $6.1 million, or 2.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily attributable to a decrease in non-recurring restructuring and integration expenses of $4.5 million, primarily due to $4.2 million of accelerated lease amortization expenses that were incurred during the year ended December 31, 2024 related to the acquired Keap headquarters, a decrease in bad debt expense of $1.9 million, a decrease in employee-related expenses of $1.5 million, and a decrease in depreciation and amortization expense of $3.0 million as a result of the accelerated amortization method used by the Company. These decreases were partially offset by the absence of a $3.1 million gain on disposal of certain intangible assets that was recorded during year ended December 31, 2024.
Current report
Impairment charges decreased by $83.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. Noimpairment charges were recognized during theyear ended December 31, 2025, while impairment charges of$83.1 million were recognized during the year ended December 31, 2024 as a result of impairment in our Marketing Services reporting unit.
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Net Periodic Pension (Cost) Benefit
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Income Tax Expense
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Material Cash Requirements
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We have various payment obligations as part of our ordinary course of business. Our material cash requirements include: (1) operating lease obligations (see Note 9, Leases, to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information); (2) debt repayments (see Note 10, Debt Obligations, to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information); and (3) employee wages, benefits, and incentives. The expected timing of payments is estimated based on current information. In addition, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions (see Note 14, Income Taxes, to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information), pensions (see Note 11, Pensions, to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information) and other matters.
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For the year ending December 31, 2026, we expect total capital expenditures to be approximately $30.0 million. Our capital expenditure budget is an estimate and is subject to change.
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Term Loan
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ABL Facility
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As of December 31, 2025, the Company had repurchased approximately $5.5 million, or 404,495 shares, of the Company's outstanding common stock under the Share Repurchase Program and $34.5 million remains available for share repurchases. The Company's ability to repurchase shares in the future is limited by certain conditions set forth in the ABL Credit Agreement.
Current report
During the years ended December 31, 2024 and 2023, the Company recognized goodwill impairment charges of $83.1 million and $268.8 million, respectively, which were recorded to the Marketing Services reporting unit. As a result of the impairment charge recorded during the year ended December 31, 2024, the goodwill in the Marketing Services reporting unit was reduced to zero, and only the SaaS reporting unit had goodwill remaining.
Current report
As part of the annual impairment test at October 1, 2025, the Company performed a qualitative assessment of the SaaS reporting unit. The qualitative evaluation is an assessment of factors, including recent and projected financial performance of the reporting unit, as well as macroeconomic, industry, and market conditions, to determine whether it is more likely than not (more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The results of the qualitative assessment indicated that it was not more likely than not that the fair value of the SaaS reporting unit was less than its carrying value. As a result, no goodwill impairment charge was recorded for the year ended December 31, 2025.
Removed paragraphs (25)
Previous report
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. Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations.
Previous report
Thryv SaaS. Our Thryv SaaS segment generated $343.5 million, $263.7 million, and $216.3 million of consolidated revenues for the years ended December 31, 2024, 2023, and 2022, 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 SM, Thryv Add-Ons, and Keap Automations. 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:
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•connect their pre-existing email, Facebook and Instagram accounts;
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•install Command Center’s WebChat client on their website; and
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•use Voice over Internet Protocol in-platform telephony services, Short Message Service and video calls.
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Our impairment tests resulted in non-cash impairments of our goodwill of$83.1 million,$268.8 million and $102.2 million during theyears ended December 31, 2024, 2023 and 2022, respectively, to reduce goodwill in our Thryv Marketing Services reporting unit. The impairment charge during the year ended December 31, 2024 was primarily driven by the Company’s strategic decision during the third quarter of 2024 to terminate its Marketing Services solutions by the end of 2028. This strategic decision resulted in an additional accelerated decline in estimated future cash flows, partially offset by operating cost savings from terminating our Marketing Services solutions.
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Other Income (Expense)
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(5)See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.
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Thryv Marketing Services Revenue
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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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During the year ended December 31, 2024 the Company recognized more revenue on certain U.S. publications as a result of the increased publication cycles compared to the year ended December 31, 2023. Additionally, due to publication timing differences, the Company recognized revenue for more published directories during the year ended December 31, 2024 compared to the year ended December 31, 2023. However, as a result of the secular decline in industry demand for Print services, the overall impact on revenue on a publication-by-publication basis was a 32% decline for the year ended December 31, 2024.
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Thryv SaaS Revenue
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Thryv SaaS revenue increased by $79.8 million, or 30.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. 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 resulted in a $37.1 million increase in SaaS revenue for theyear ended December 31, 2024. SaaS revenue also increased $29.3 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 $13.4 million of SaaS revenue since the acquisition closed on October 31, 2024.
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General and administrative expense increased by $8.4 million, or 4.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily attributable to an increase in stock-based compensation expense of $5.6 million, an increase in third-party fees associated with our debt refinancing of $2.0 million, an increase in transaction and integration costs of $6.6 million related to the Keap Acquisition, and an increase in accelerated lease amortization of $4.2 million due to the Company's plans to vacate the acquired Keap office buildings. The increase was partially offset by the absence of a $10.7 million loss on settlement of indemnification asset that was recorded during the year ended December 31, 2023.
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Impairment charges decreased by $185.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. Impairment charges of $83.1 million were recognized as a result of a goodwill impairment in our Thryv Marketing Services reporting unit as a result of ourstrategic decision during the year ended December 31, 2024 to terminate our Marketing Services solutions by the end of 2028, while $268.8 million of impairment charges were recognizedin our Thryv Marketing Services reporting unit during theyear ended December 31, 2023 as a result of the continued secular decline in the Thryv Marketing Services reporting unit and the strategic decision to accelerate the conversion of additional clients and services from our digital Marketing Services solutions to our SaaS offerings.
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Other Income (Expense)
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Other Components of Net Periodic Pension Benefit
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Other Expense
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Income Tax (Expense) Benefit
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(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. 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.
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In addition, our Board authorizes us to undertake share repurchases from time to time. The amount and timing of any share repurchases that we make will depend on a variety of factors, including available liquidity, cash flows, our capacity to make repurchases under our debt agreements and market conditions.
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New Term Loan
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New ABL Facility
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During the third quarter of 2024, the Company made a strategic decision to terminate its Marketing Services solutions by the end of 2028. This strategic decision resulted in an additional accelerated decline in estimated future cash flows from the Thryv Marketing Services reporting unit, partially offset by operating cost savings from terminating our Marketing Services solutions, and the Company concluded that a triggering event had occurred in the Thryv Marketing Services reporting unit during the third quarter of 2024. As a result, the Company recorded a non-cash impairment charge of$83.1 million during the third quarter of 2024, reducing the goodwill in its Thryv Marketing Services reporting unit to zero.
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On October 1, 2024, we performed a qualitative impairment assessment in accordance with ASC 350-30-35, Intangibles-Goodwill and Other and determined that it was not more likely than not that the fair value of the SaaS reporting unit was less than its carrying value and that no impairment existed. Additionally, the Company concluded that an impairment triggering event did not occur during the three months ended December 31, 2024. During the year ended December 31, 2023, the Company recognized a non-cash impairment charge of $268.8 million to reduce goodwill in its Thryv Marketing Services reporting unit. During the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $102.0 million in its Thryv Marketing Services reporting unit.
Reworded paragraphs (67)
Previous wording
We serve approximately 300,000 SMB clients globally through two business segments: Thryv SaaS and Thryv Marketing Services.
Current wording
We serve approximately 230,000 SMB clients globally through two business segments: SaaS and Marketing Services.
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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.
Current wording
Extensions. The Thryv Platform supports extensions and integrations that allow customers to tailor the platform to their specific business needs. Our extension offerings include Thryv Leads®, growth packages, SEO tools, and website creation and management tools. These optional platform 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.
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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 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
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Payment Solutions. ThryvPay® and KeapPay are our own branded payment solutions that allow users to get paid via credit card and ACH and are tailored to service-based businesses that want to provide consumers with safe, contactless, and fast online payment options.
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Thryv Marketing Services. 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. Our Marketing Services offerings include our owned and operated Print Yellow Pages, 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. 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”). 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. During the third quarter of 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028.
Current wording
Our Marketing Services segment provides both print and digital solutions and generated $324.0 million, $480.7 million, and $653.2 million of consolidated revenues for the years ended December 31, 2025, 2024, and 2023, respectively.
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Keap Acquisition. On October 31, 2024, we acquired all of the outstanding capital stock of Keap for$76.9 million in cash (net of$7.6 million of cash acquired), 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 December 31, 2024, Keap's customer base consisted of approximately 15,000 subscribers. Keap results are included in the Thryv SaaS segment.
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On October 31, 2024, we acquired all of the outstanding capital stock of Infusion Software, Inc. d/b/a Keap (“Keap”) for$77.0 million in cash (net of$7.6 million of cash acquired). Keap was founded in 2001 and operates a SaaS email marketing and sales platform for small businesses, including products to enable customer relationship management, marketing and e-commerce. As of December 31, 2025, Keap's customer base consisted of approximately 12,000 subscribers. Keap results are included in the SaaS segment.
Previous wording
Transition of Digital Marketing Services Clients to the Thryv Platform. 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 2024, we converted approximately 46,000 clients from our digital Marketing Services to our Thryv Platform, generating a$37.1 million increase in SaaS revenue during 2024. As of December 31, 2024, approximately 38,000 of these clients remained as active SaaS clients.
Current wording
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 certain Marketing Services products to the Thryv Platform through upgrades initiated for clients by Thryv outside of the sales process at no additional base cost to these clients at the time of upgrade.
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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, 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 wording
The conversion of Marketing Services products for clients who were not already SaaS clients at the time of conversion decreases the number of clients in the Marketing Services segment and increases the number of clients in the SaaS segment. The conversion of products for Marketing Services clients (whether or not those clients had SaaS solutions prior to the conversion) decreases the revenue of the Marketing Services segment and increases the revenue of the SaaS segment. While we believe the conversions initiated for clients by Thryv provides valuable upgrades from Digital marketing services to our Thryv Platform and that converted clients will be more likely to subscribe for additional features of the Thryv Platform in the future, Thryv's conversion of products for these clients outside of the traditional 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 years ended December 31, 2025 and 2024, the churn of clients converted by Thryv from our Digital marketing services solutions to our Thryv Platform was in line with the churn from the other clients in our SaaS segment.
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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.
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 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.
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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.
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,
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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.
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, with the majority on a 24-month publication cycle. 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.
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Marketing Services clients decreased by 81 thousand, or 26%, as of December 31, 2024 as compared to December 31, 2023. Marketing Services clients decreased by 48 thousand, or 13%, as of December 31, 2023 as compared to December 31, 2022. 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.
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Marketing Services clients decreased by 62 thousand, or 27%, as of December 31, 2025 as compared to December 31, 2024. Marketing Services clients decreased by 81 thousand, or 26%, as of December 31, 2024 as compared to December 31, 2023. 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.
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SaaS clients increased by 48 thousand, or 73%, as of December 31, 2024 as compared to December 31, 2023, primarily due to the conversion of clients from digital Marketing Services solutions to the Thryv Platform during 2024. In addition, during the fourth quarter of 2024, we added 15 thousand clients from the Keap Acquisition. 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.
Current wording
SaaS clients decreased by 14 thousand, or 12%, as of December 31, 2025 as compared to December 31, 2024 as the Company's sales strategy shifted to focus on growing the spend of existing clients with less emphasis on client acquisition. SaaS clients increased by 48 thousand, or 73%, as of December 31, 2024 as compared to December 31, 2023 due to our focus in 2024 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. During the fourth quarter of 2024, we added 15 thousand clients from the Keap Acquisition, of which 12 thousand remain as of December 31, 2025.
Previous wording
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. The primary driver of these decreases 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.
Current wording
Total clients decreased by 65 thousand, or 22%, as of December 31, 2025 as compared to December 31, 2024 and decreased by 50 thousand, or 14%, as of December 31, 2024 as compared to December 31, 2023. The primary drivers of these decreases were the secular decline in the print media business combined with increasing competition in the digital media and SaaS space and the more recent focus on growing SaaS client spend and reduced emphasis on client acquisition.
Previous wording
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. 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.
Current wording
Monthly ARPU for Marketing Services decreased by $25, or 19%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, and $25, or 16%, for the year ended December 31, 2024 compared to the year ended December 31, 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, 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 $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. The decrease in SaaS ARPU during the year ended December 31, 2024 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 at the time of upgrade. The sale of our newer Marketing Center product to our SaaS clients offset a portion of the SaaS decline. The increase in SaaS ARPU during theyear 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. In addition, the sale of add-on features to our Thryv Platform, such as Thryv Leads and Thryv Pay contributed to Monthly SaaS ARPU growth.
Current wording
Monthly ARPU for SaaS increased by $26, or 8%, during the year ended December 31, 2025 compared to the year ended December 31, 2024, driven by the sale of additional SaaS offerings to existing SaaS clients, the growth of the average spend of new SaaS clients, price increases implemented in the third quarter of 2024 and the second quarter of 2025, and the Keap Acquisition during the fourth quarter of 2024 which added clients with a higher average ARPU. This was partially offset by Thryv's conversion of clients from lower ARPU Digital marketing services solutions to our SaaS offerings at no additional cost to the client at the time of upgrade. Monthly ARPU for SaaS decreased by $42, or 11%, during the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulting from our strategic decision to accelerate the conversion of clients from Digital marketing services solutions to our SaaS offerings at no additional base cost at the time of upgrade. The sale of our newer Marketing Center product to our SaaS clients offset a portion of the SaaS decline.
Previous wording
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 recurring revenue of all SaaS clients as of the last month of the year or quarter, as applicable, (net of expansions, downsell, and churns) by the same client's recurring revenue one year ago, removing clients acquired over the last 12 months, including clients acquired in the Keap Acquisition.
Current wording
We believe that Seasoned Net Revenue Retention (“Seasoned NRR”) is an indicator of our ability to retain and expand revenue for established clients. Seasoned NRR is calculated by dividing the revenue of all clients that have had one or more SaaS offerings for at least two years as of the last month of the year or quarter, as applicable, by the same clients' revenue one year ago. The Seasoned NRR calculation excludes clients acquired in the Keap Acquisition.
Previous wording
Seasoned NRR increased by 2% for the year ended December 31, 2024 compared to the year ended December 31, 2023, and increased by 5% during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase in Seasoned NRR during the year ended December 31, 2024 resulted from selling other 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 solutions and SaaS revenue increased for those clients. The increase in Seasoned NRR during the year ended December 31, 2023 resulted from selling other SaaS products to existing SaaS clients, a price increase for SaaS clients in the third quarter of 2023, 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 solutions and SaaS revenue increased for those clients.
Current wording
Seasoned NRR decreased by 4% for the year ended December 31, 2025 compared to the year ended December 31, 2024, and increased by 2% during the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in Seasoned NRR during the year ended December 31, 2025 resulted primarily from a decrease in revenue associated with downgrades and cancellations by clients of SaaS products held for at least two years outpacing the combination of Thryv up-selling clients who had a SaaS product for at least two years and Thryv's conversion of marketing services products for clients who, at the time of conversion, already had at least one SaaS product for at least two years. The increase in Seasoned NRR during the year ended December 31, 2024 resulted from selling other 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 solutions for at least two years and SaaS revenue increased for those clients.
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 is our SaaS solutions.
Current wording
We generate revenue from our two business segments: SaaS and Marketing Services. Our primary source of revenue in our SaaS segment is our SaaS solutions. Our primary sources of revenue in our Marketing Services segment are Print and Digital services.
Previous wording
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.
Current wording
Other income (expense) consists of interest expense, net periodic pension (cost) benefit, and other income (expense), which includes foreign currency-related income and expense.
Previous wording
The following table sets forth certain consolidated financial data for each of the periods indicated:
Current wording
The following table presents certain consolidated financial data for each of the periods indicated:
Previous wording
(1)Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.
Current wording
(1)Consolidated results of operations include Keap's results of operations subsequent to the October 31, 2024 acquisition date.
Previous wording
(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.
Current wording
(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 wording
(4)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.
Current wording
(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 wording
Total Revenue decreased by$92.8 million, or 10.1%, for the year ended December 31, 2024 compared to theyear ended December 31, 2023. Thedecrease in total Revenue was driven primarily by a decrease in Thryv Marketing Services Revenue of$172.6 million, partially offset byan increase in Thryv SaaS Revenue of$79.8 million.
Current wording
Total Revenue decreased by$39.1 million, or 4.7%, for the year ended December 31, 2025 compared to theyear ended December 31, 2024. Thedecrease in total Revenue was driven primarily by a decrease in Marketing Services Revenue of$156.7 million, partially offset byan increase in SaaS Revenue of$117.6 million.
Previous wording
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. 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.
Current wording
Print revenue decreased by $30.4 million, or 12.0%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. 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, 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 in 2024. During the fourth quarter of 2024, we began to transition 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 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.
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. The Company recognized revenue for approximately the same number of published directories during the year ended December 31, 2025 compared to the year ended December 31, 2024 as a result of publication cycles.
Previous wording
Digital revenue decreased by $161.7 million, or 41.6%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. 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. 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. For the year ended December 31, 2024, the continued trending decline and significant competition resulted in a$124.6 million decrease in digital revenue.
Current wording
Digital revenue decreased by $126.3 million, or 55.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Digital revenue primarily 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 December 31, 2025, the continued trending decline and significant competition resulted in a $94.1 million decrease in digital revenue. In addition, the decrease was driven in part 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 SaaS offerings. For the year ended December 31, 2025, Thryv's conversion of Digital marketing services products for clients to SaaS offerings prior to January 1, 2025 reduced Marketing Services revenue by $11.8 million, and Thryv's conversion of Digital marketing services products for clients to SaaS products since January 1, 2025 reduced Marketing Services revenue by an additional $20.4 million.
Previous wording
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. 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.
Current wording
Cost of services decreased by $34.6 million, or 12.1%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. 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 $18.2 million, contract services by $4.8 million, and employee-related expenses by $5.4 million. Additionally, depreciation and amortization expense decreased by $6.1 million due to the accelerated amortization method used by the Company.
Previous wording
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. 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 210 basis points, to 65.2%, for the year ended December 31, 2024 compared to 63.1% for the year ended December 31, 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 $4.5 million for the year ended December 31, 2025 compared to the year ended December 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 a decline in total revenue and strategic cost saving initiatives.
Previous wording
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. The decrease was primarily attributable to a decrease in employee-related costs and contract services expense of $12.3 million due to strategic cost-saving initiatives, a decrease in sales commissions of $7.8 million due to new sales commissions plans and revised targets, a decrease in stock-based compensation expense of $3.7 million, and a decrease in advertising expenses of $4.2 million. Additionally, depreciation and amortization expense decreased $3.3 million due to the accelerated amortization method used by the Company.
Current wording
Sales and marketing expense decreased by $28.7 million, or 11.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to a decrease in sales commissions of $13.8 million due to new sales commissions plans and revised targets, a decrease in employee-related expenses of $10.8 million, a decrease in stock-based compensation of $2.0 million, and a decrease in depreciation and amortization of $5.7 million due to the accelerated amortization method used by the Company. These decreases were partially offset by an increase in advertising and marketing expenses of $3.7 million.
Previous wording
Interest expense decreased by $15.0 million, or 24.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, driven primarily by lower outstanding debt balances, as well as lower interest rates.
Current wording
Interest expense decreased by $12.0 million, or 25.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, driven primarily by lower outstanding debt balances.
Previous wording
Other components of net periodic pension benefit increased by $22.1 million for the year ended December 31, 2024. This increase was primarily due to remeasurement gain of $31.1 million recorded for theyear ended December 31, 2024, compared to a remeasurement gainof $9.9 million that was recorded during theyear ended December 31, 2023. The increase in the remeasurement gain was a resultof increasing discount rates due to changes in corporate bond markets, actuarial assumption updates to reflect recent plan experience and current market conditions, plan experience different than expected, and actual asset performance exceeding expectations. These increases were partially offset by $2.1 million of lower interest cost due to lower interest rates.
Current wording
Net periodic pension cost was $8.8 million for the year ended December 31, 2025 compared to net periodic pension benefit of $24.8 million for the year ended December 31, 2024. This change was primarily due to a remeasurement loss of $2.1 million recorded during the year ended December 31, 2025, compared to a remeasurement gain of $31.1 million recorded during the year ended December 31, 2024. The remeasurement loss during the year ended December 31, 2025 was the result of decreasing discount rates due to changes in corporate bond markets, life expectancy updates, actuarial assumption updates to reflect current market conditions, and plan experience differing from expectations, partially offset by gains attributable to asset performance exceeding expectations. Additionally, during the year ended December 31, 2025, the Company recorded a settlement loss of $3.7 million due to the settlement of the YP Holdings LLC Pension Plan.
Previous wording
Other expense increased by $9.2 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily due to a loss on extinguishment of debt of$6.6 million recorded during the year ended December 31, 2024 and an increase in foreign-currency related loss of $2.6 million.
Current wording
Other income was $3.9 million for the year ended December 31, 2025, compared to Other expense of $10.7 million during the year ended December 31, 2024. The net increase of $14.6 million was primarily the result of a foreign-currency related gain of $3.5 million during the year ended December 31, 2025, compared to a foreign-currency related loss of $4.1 million during the year ended December 31, 2024. Additionally, the Company recorded a loss on extinguishment of debt of$6.6 million during the year ended December 31, 2024.
Previous wording
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. Federal statutory rate in the current year primarily due to the impact of the goodwill impairment allocated to non-deductible goodwill.
Current wording
Income tax expense increased by $8.5 million, or 103.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The effective tax rate was 98.2% and (12.4)% for theyears ended December 31, 2025 and 2024, respectively. The effective tax rate differs from the 21.0% U.S. Federal statutory rate in the current year primarily due to the impact of non-deductible officer compensation, state income taxes, cross-border tax laws, and changes in unrecognized tax benefits.
Previous wording
Adjusted EBITDA decreased by $25.1 million, or 13.4%, for the year ended December 31, 2024 compared to theyear ended December 31, 2023. Thedecrease 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.
Current wording
Adjusted EBITDA decreased by $10.6 million, or 6.5%, for the year ended December 31, 2025 compared to theyear ended December 31, 2024. Thedecrease in Adjusted EBITDA was primarily driven by the secular decline in our Marketing Services segment. The decrease was partially offset by the growth in our 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
For a discussion of theyear ended December 31, 2023 compared to theyear 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-Kyear ended December 31, 2023.
Current wording
For a discussion of theyear ended December 31, 2024 compared to theyear ended December 31, 2023, 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 for theyear ended December 31, 2024.
Previous wording
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. 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.
Current wording
We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Loss on early extinguishment of debt, Stock-based compensation expense, Impairment charges, and other non-operating expenses, such as Net periodic pension cost (benefit), 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.
Previous wording
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net (loss) income:
Current wording
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income (loss):
Previous wording
(2)See the table below for detail of Restructuring and integration expenses for the years ended December 31, 2024, 2023, and 2022.
Current wording
(1)See the table below for detail of Restructuring and integration expenses for the years ended December 31, 2025, 2024, and 2023.
Previous wording
(3)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 10, Debt Obligations, to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information.
Current wording
(2)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 10, Debt Obligations, to our consolidated financial statements included in Part II, Item 8 in this Annual Report for more information.
Showing the first 40 of 67 pairs. Open the source sections for the rest.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Our Marketing Services offerings include our owned and operated Print Yellow Pages, which carry the “The Real Yellow Pages” tagline, our proprietary Internet Yellow Pages, known by the Yellowpages.com, Superpages.com, and Dexknows.com URLs. Our Search Engine Marketing (“SEM”) solutions deliver business leads through increased traffic to clients’ websites from major engines and directories by increasing visibility and search engine results pages through paid advertising. Additionally, we offer other digital media solutions including online display and social advertising and search engine optimization tools.
Current report — wording carried from elsewhere
During the year ended December 31, 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028.
Current report — wording carried from elsewhere
Additionally, our Marketing Services segment includes Thryv Australia Pty Ltd (“Thryv Australia”), 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”). Thryv Australia and Yellow serve approximately 65,000 and 11,000 SMBs, respectively.
Current report — wording carried from elsewhere
Transition of Digital Marketing Services Clients to the Thryv Platform
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
(4)See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
(2)Consolidated results of operations includes Yellow's results of operations subsequent to the April 3, 2023 acquisition date.
Previous report — wording carried elsewhere
We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our