Thryv Holdings, Inc.

Previous report

We have recorded impairment charges in the past and may record impairment charges in the future.

Previous report

We are required, at least annually, or as facts and circumstances warrant, to test goodwill to determine if impairment has occurred. We are also required to test certain other assets for impairment as facts and circumstances warrant. Impairment may result from any number of factors, including adverse changes in assumptions used for valuation purposes, such as sales, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data or other factors. If the testing indicates that impairment has occurred, we are required to record a non-cash impairment charge.

Previous report

During the three months ended March 31, 2026, we determined that a triggering event occurred as a result of sustained declines in our market capitalization due to a decrease in our stock price. As a result, we performed a quantitative goodwill impairment test of the SaaS reporting unit as of March 1, 2026, which indicated that the estimated fair value of the SaaS reporting unit exceeded its carrying value. As a result, no goodwill impairment charges were recorded for the three months ended March 31, 2026. As of March 31, 2026, we had $253.8 million of goodwill remaining, all of which related to the SaaS reporting unit. Future declines in our stock price or negative macroeconomic or industry trends could result in additional goodwill impairment charges in future periods which could have a material adverse effect on our results of operations and stock price.

Previous report

The amount of borrowings permitted under our ABL Facility may fluctuate, which may adversely affect our liquidity, results of operations and financial position.

Previous report

The amount of borrowings permitted at any time under our ABL Facility is limited to a periodic borrowing base valuation of, among other things, our accounts receivables. In addition, we are required to maintain a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. Furthermore, the assets comprising our borrowing base consist exclusively of assets of our Marketing Services segment, which is in secular decline and is expected to be terminated by the end of 2028.

Previous report

As a result, our access to borrowings under our ABL Facility is potentially subject to fluctuations depending on the value of the borrowing base eligible assets as of any measurement date, subject to a customary discretionary right of the administrative agent under our ABL Facility to establish reserves in respect of such borrowing base value under certain circumstances. Our inability to borrow at current advance rates or at all under, or the early termination of, our ABL Facility may adversely affect our liquidity, results of operations and financial position.