UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
OR
For the transition period from __________ to __________
Commission File Number: 001-35895
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer | ☐ | ☒ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes ☐ No x
As of July 28, 2025, there were 43,936,290 shares of the registrant's common stock outstanding.
THRYV HOLDINGS, INC.
TABLE OF CONTENTS
| Page | |||||||||||
| PART I. FINANCIAL INFORMATION | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II. OTHER INFORMATION | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995 and include, without limitation, statements concerning the conditions of our industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements include all statements that do not relate solely to historical or current facts and generally can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “could,” “estimates,” “expects,” “likely,” “may,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Accordingly, we caution you against relying on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following:
•significant competition for our Marketing Services solutions and Software as a Service (“SaaS”) offerings, including from companies that use components of our SaaS offerings provided by third parties;
•our ability to maintain profitability;
•our ability to manage our growth effectively;
•our ability to transition our Marketing Services clients to our Thryv Platform (as defined below), maintain transitioned clients on that platform and sell them additional or upgraded products, sell our platform into new markets or further penetrate existing markets;
•our ability to maintain our strategic relationships with third-party service providers;
•internet search engines and portals potentially terminating or materially altering their agreements with us;
•our ability to keep pace with rapid technological changes and evolving industry standards;
•our small to medium-sized businesses (“SMBs”) clients potentially opting not to renew their agreements with us or renewing at lower spend;
•potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;
•our potential failure to identify suitable acquisition candidates and consummate such acquisitions;
•our ability to complete acquisitions and the successful integration of such acquisitions, including our acquisition of Infusion Software, Inc. d/b/a Keap (“Keap” and the acquisition of Keap, the “Keap Acquisition”), and any failure of an acquired business to achieve its plans and objectives or realize any expected benefit from any such acquisition;
•the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees;
•our ability to maintain the compatibility of our Thryv Platform with third-party applications;
•our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets;
•our potential failure to provide new or enhanced functionality and features;
•our potential failure to comply with applicable privacy, security and data laws, regulations and standards;
•potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;
•our potential failure to meet service level commitments under our client contracts;
•our potential failure to offer high-quality or technical support services;
•our Thryv Platform and add-ons potentially failing to perform properly;
•our use of artificial intelligence in our business, and challenges with properly managing its use, could result in reputational harm, competitive harm, and legal liability;
•the potential impact of future labor negotiations;
•our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how;
•rising inflation and our ability to control costs, including operating expenses;
•general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally;
•adverse tax laws or regulations or potential changes to existing tax laws or regulations;
•costs, liabilities and reputational harm resulting from regulatory investigations, including the subpoena from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”);
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•volatility and weakness in bank and capital markets; and
•costs, obligations and liabilities incurred as a result of and in connection with being a public company.
For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”), as supplemented by the disclosure in Part II, Item 1A. Risk Factors in subsequent quarterly reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements contained in this report, which speak only as of the date of this report. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements publicly after the date they are made, whether as a result of new information, future events, or otherwise.
In this Quarterly Report on Form 10-Q, the terms “our Company,” “we,” “us,” “our,” “Company” and “Thryv” refer to Thryv Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| (in thousands, except share and per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense, related party | ( | ( | ( | ( | |||||||||||||||||||
| Other components of net periodic pension cost | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense) | ( | ( | |||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
Net income per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
Weighted-average shares used in computing basic and diluted net income per common share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
| (in thousands, except share data) | June 30, 2025 | December 31, 2024 | |||||||||
| Assets | (unaudited) | ||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
Contract assets, net of allowance of $ | |||||||||||
| Taxes receivable | |||||||||||
| Prepaid expenses | |||||||||||
| Deferred costs | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Fixed assets and capitalized software, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current portion of unrecognized tax benefits | |||||||||||
| Contract liabilities | |||||||||||
| Current portion of Term Loan | |||||||||||
| Current portion of Term Loan, related party | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Term Loan, net | |||||||||||
| Term Loan, net, related party | |||||||||||
| ABL Facility | |||||||||||
| Pension obligations, net | |||||||||||
| Other liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Commitments and contingencies (see Note 13) | |||||||||||
| Stockholders' equity | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock - | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
(unaudited)
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except share amounts) | Shares | Amount | Additional Paid-in Capital | Shares | Amount | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of shares related to stock-based compensation | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except share amounts) | Shares | Amount | Additional Paid-in Capital | Shares | Amount | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of shares related to stock-based compensation | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
(unaudited)
Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except share amounts) | Shares | Amount | Additional Paid-in Capital | Shares | Amount | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of shares related to stock-based compensation | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except share amounts) | Shares | Amount | Additional Paid-in Capital | Shares | Amount | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of shares related to stock-based compensation | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Cash Flows from Operating Activities | (unaudited) | (unaudited) | |||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred commissions | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Provision for credit losses and service credits | |||||||||||
| Stock-based compensation expense | |||||||||||
| Other components of net periodic pension cost | |||||||||||
| (Gain) loss on foreign currency exchange rates | ( | ||||||||||
| Loss on early extinguishment of debt | |||||||||||
| Other | ( | ||||||||||
| Changes in working capital items, excluding acquisitions: | |||||||||||
| Accounts receivable | |||||||||||
| Contract assets | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities | |||||||||||
| Additions to fixed assets and capitalized software | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from Term Loan | |||||||||||
| Proceeds from Term Loan, related party | |||||||||||
| Payments of Term Loan | ( | ( | |||||||||
| Payments of Term Loan, related party | ( | ( | |||||||||
| Proceeds from ABL Facility | |||||||||||
| Payments of ABL Facility | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Purchase of treasury stock | ( | ||||||||||
| Other | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental Information | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes, net | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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Thryv Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 Description of Business and Summary of Significant Accounting Policies
General
Thryv Holdings, Inc. (“Thryv” or the “Company”) provides small-to-medium sized businesses (“SMB” or “SMBs”) with print and digital marketing services and Software as a Service (“SaaS”) business management tools. The Company owns and operates Print Yellow Pages (“PYP” or “Print”) and digital marketing services (“Digital”), which includes Internet Yellow Pages, search engine marketing, and other digital media services, including online display advertising, and search engine optimization tools. In addition, through our all-in-one small business management platform (“Thryv Platform”), the Company is a provider of SaaS business management, communication, and marketing tools designed for SMBs.
We are dedicated to supporting local, independent service-based businesses and emerging franchises by providing a cloud-based software platform and innovative marketing solutions to the entrepreneurs who run them. Our company is built upon a rich legacy in the marketing and advertising industry. We are one of the largest providers of SaaS all-in-one small business management software in addition to providing print and digital marketing solutions to SMBs. Our solutions enable our SMB clients to attract and generate new business leads, manage their customer relationships efficiently with artificial intelligence (“AI”) tools and automations, and run their day-to-day operations to save time, compete and win in today's SMB environment.
The Company reports its results based on two reportable segments (see Note 15, Segment Information):
•SaaS, which includes the Company's SaaS flagship all-in-one small business management modular software platform; and
•Marketing Services, which includes the Company's Print and Digital solutions business.
Basis of Presentation
The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the complete financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary for the fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. The consolidated financial statements as of and for the three and six months ended June 30, 2025 and 2024 have been prepared on the same basis as the audited annual financial statements. The consolidated balance sheet as of December 31, 2024 was derived from the audited annual financial statements. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited financial statements and related footnotes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Use of Estimates
The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.
Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts
8
relating to the accounting for income taxes, including the valuation allowance, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets.
Summary of Significant Accounting Policies
The Company describes its significant accounting policies in Note 1 to the consolidated financial statements in Part II, Item 8 of its Annual Report on Form 10-K for the year ended December 31, 2024. There have been no changes to the Company's significant accounting policies during the three and six months ended June 30, 2025.
Cash, Cash Equivalents, and Restricted Cash
| (in thousands) | June 30, 2025 | June 30, 2024 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, included in Other current assets | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
Accounts Receivable, Net of Allowance
Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized, but amounts have not yet been billed to the client.
The following table represents the components of Accounts receivable, net of allowance:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Accounts receivable | $ | $ | |||||||||
Unbilled accounts receivable (1) | |||||||||||
| Total accounts receivable | $ | $ | |||||||||
| Less: allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net of allowance | $ | $ | |||||||||
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires additional disclosures, including more detailed information about segment expenses about a public entity’s reportable segments on an annual and interim basis. The new segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management reviewed the extent of new disclosures necessary, and has implemented the disclosure updates within the Company's consolidated financial statements for all periods presented. See Note 15, Segment Information, for additional information.
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Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires additional disclosures primarily related to the rate reconciliation and income taxes paid information. The new income tax disclosures are effective for the current fiscal year and we will implement the new disclosure updates within the Company's consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ending December 31, 2025. Management is in the process of reviewing the extent and impact of these new disclosures.
In November 2024, the FASB issued ASU No. 2024-03, “Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Management will review the extent and impact of new disclosures necessary in the coming years, prior to implementation in the Company's consolidated financial statements.
Note 2 Acquisitions
Keap Acquisition
On October 31, 2024 (the “Keap Acquisition Date”), Thryv, Inc. 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), subject to adjustment (the “Keap Acquisition”). The assets acquired as part of this transaction consisted primarily of $3.0 million in current assets, $7.8 million in fixed assets and capitalized software, $33.3 million in intangible assets, consisting primarily of customer relationships and a trade name, along with $11.1 million in deferred tax assets and $34.9 million in goodwill. The Company also assumed liabilities of $17.9 million, consisting primarily of accrued, contract, and deferred liabilities.
The primary purpose of the Keap Acquisition was to further increase Thryv's market share within the SaaS industry. 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. To finance the purchase price, the Company closed an underwritten public offering of 5,715,000 shares of common stock, generating net proceeds of $76.8 million (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its ABL Facility. Transaction costs expensed as part of the acquisition-related costs were recognized in the amount of $3.4 million.
The Company accounted for the Keap Acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations ("ASC 805"). This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets and intangible assets, by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approaches, whereas the trade name was valued using a relief of royalty method. The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation. Specific to non-compete agreements, these agreements were valued using a “with and without” analysis, whereby estimates of the non-compete agreements in place were compared to the value without them, with the difference representing the value of the non-compete agreements themselves.
Factors that led to goodwill being recognized, per ASC 805, included expected synergies from combining operations of Keap and Thryv within the SaaS segment.
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The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Keap Acquisition Date:
| (in thousands) | ||||||||
| Current assets | $ | |||||||
| Fixed assets and capitalized software | ||||||||
| Intangible assets: | ||||||||
| Client relationships | ||||||||
| Trademarks and domain names | ||||||||
| Covenants not to compete | ||||||||
| Deferred tax assets | ||||||||
| Other assets | ||||||||
| Current liabilities | ( | |||||||
| Other liabilities | ( | |||||||
| Goodwill | ||||||||
| Total consideration transferred | $ | |||||||
The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $34.9 million was primarily related to the benefits expected from the Keap Acquisition and was allocated to the SaaS segment. The goodwill recognized is not deductible for income tax purposes.
During the first quarter of 2025, the Company adjusted the purchase price allocation as a result of certain measurement period adjustments to acquired assets. The effect of these measurement period adjustments resulted in a $0.4 million decrease to fixed assets and capitalized software, a $0.1 million increase to the purchase price, and a corresponding $0.5 million increase to goodwill.
The Company has finalized the fair values allocated to the assets acquired and liabilities assumed and the purchase price allocation is considered final.
Pro Forma Results (unaudited)
The pro forma combined financial information presented below was derived from historical financial records of Thryv and Keap and presents the operating results of the combined Company as if the Keap Acquisition had occurred on January 1, 2023. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization expense, and depreciation expense and related tax effects.
The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Keap Acquisition been completed as of January 1, 2023, nor is it meant to be indicative of future results of operations that the combined entity will achieve.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| (in thousands) (unaudited) | 2024 | 2024 | |||||||||
| Revenue | $ | $ | |||||||||
| Net income | |||||||||||
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Note 3 Revenue Recognition
The Company has determined that each of its SaaS business management tools services and Print and Digital marketing services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s Print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market(s). Therefore, revenue associated with Print services is recognized at a point in time upon delivery to the intended market(s). The Company bills clients for Print advertising services monthly over the relative contract term. The difference between the timing of recognition of Print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the clients are invoiced each month. SaaS and Digital marketing services are recognized using the series guidance. Under the series guidance, the Company's obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Revenue associated with SaaS and Digital marketing services is recognized over time using an output method to measure the progress toward satisfying a performance obligation.
Disaggregation of Revenue
The Company presents disaggregated revenue based on the type of service within its segment footnote. See Note 15, Segment Information.
Contract Assets and Liabilities
Note 4 Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3 — Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques.
These valuations require significant judgment.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach.
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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain of the Company’s non-financial assets are measured at fair value on a non-recurring basis. These assets primarily include goodwill, intangible assets, fixed assets, capitalized software, and operating lease right-of-use assets. These assets are subject to fair value adjustments in certain circumstances, such as when the net book value of an asset exceeds its fair value, resulting in an impairment charge.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Benefit Plan Assets
The fair value of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 2 inputs. See Note 9, Pensions.
Fair Value of Financial Instruments
The Company considers the carrying amounts of cash, trade receivables, and accounts payable to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment.
Additionally, the Company considers the carrying amounts of its ABL Facility (as defined in Note 8, Debt Obligations) and financing obligations to approximate their respective fair values due to their short-term nature and approximation of interest rates to market rates. These fair value measurements are considered Level 2. See Note 8, Debt Obligations.
The Term Loan (as defined in Note 8, Debt Obligations) is carried at amortized cost; however, the Company estimates the fair value of the Term Loan for disclosure purposes. The fair value of the Term Loan is determined based on quoted prices that are observable in the marketplace and is classified as a Level 2 measurement. See Note 8, Debt Obligations.
The following table sets forth the carrying amount and fair value of the Term Loan:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
| Term Loan, net | $ | $ | $ | $ | |||||||||||||||||||
Note 5 Goodwill and Intangible Assets
Goodwill
The following table sets forth the changes in the carrying amount of the Company's goodwill for the six months ended June 30, 2025.
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | ||||||||||||||
Measurement period adjustments to Keap Acquisition (1) | |||||||||||||||||
Balance as of June 30, 2025 | $ | $ | $ | ||||||||||||||
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Intangible Assets
The following tables set forth the details of the Company's intangible assets as of June 30, 2025 and December 31, 2024:
| As of June 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Gross | Accumulated Amortization | Net | Weighted Average Remaining Amortization Period in Years | |||||||||||||||||||
| Client relationships | $ | $ | ( | $ | |||||||||||||||||||
| Trademarks and domain names | ( | ||||||||||||||||||||||
| Covenants not to compete | ( | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||
| (in thousands) | Gross | Accumulated Amortization | Net | Weighted Average Remaining Amortization Period in Years | |||||||||||||||||||
| Client relationships | $ | $ | ( | $ | |||||||||||||||||||
| Trademarks and domain names | ( | ||||||||||||||||||||||
| Covenants not to compete | ( | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
Amortization expense for intangible assets for the three and six months ended June 30, 2025 was $2.2 million and $4.6 million, respectively. Amortization expense for intangible assets for the three and six months ended June 30, 2024 was $5.1 million and $10.5 million, respectively.
Estimated aggregate future amortization expense for the Company's intangible assets is as follows:
| (in thousands) | Estimated Future Amortization Expense | |||||||
| 2025 (remaining) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Note 6 Allowance for Credit Losses
The following table sets forth the Company's allowance for credit losses as of June 30, 2025 and 2024:
| (in thousands) | 2025 | 2024 | |||||||||
| Balance as of January 1 | $ | $ | |||||||||
Additions (1) | |||||||||||
Deductions (2) | ( | ( | |||||||||
Balance as of June 30 (3) | $ | $ | |||||||||
(1) For the six months ended June 30, 2025 and 2024, the Company recorded a provision for credit losses of $7.7 million and $9.0 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive income. For the three months ended June 30, 2025 and 2024, the Company
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recorded a provision for credit losses of $3.9 million and $3.0 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive income.
(2) For the six months ended June 30, 2025 and 2024, the deductions represent amounts written off as uncollectible, net of recoveries.
Note 7 Accrued Liabilities
The following table sets forth additional financial information related to the Company's accrued liabilities as of June 30, 2025 and December 31, 2024:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Accrued salaries and related expenses | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Accrued taxes | |||||||||||
| Accrued liabilities | $ | $ | |||||||||
Note 8 Debt Obligations
The following table sets forth the Company's outstanding debt obligations as of June 30, 2025 and December 31, 2024:
| (in thousands) | Maturity | Interest Rate | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Term Loan | May 1, 2029 | $ | $ | |||||||||||||||||||||||
| ABL Facility | May 1, 2028 | |||||||||||||||||||||||||
| Unamortized original issue discount and debt issuance costs | ( | ( | ||||||||||||||||||||||||
| Total debt obligations | $ | $ | ||||||||||||||||||||||||
| Current portion of Term Loan | ( | ( | ||||||||||||||||||||||||
| Total long-term debt obligations | $ | $ | ||||||||||||||||||||||||
Term Loan
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.
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 June 30, 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.
The Term Loan Facility matures on May 1, 2029 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, the secured overnight financing rate (“SOFR”) or base rate, in
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each case, plus an applicable margin per annum equal to (i) 6.75 % (for SOFR loans) and (ii) 5.75 % (for base rate loans). The Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the first two years following the closing date of the Term Loan, and (ii) $35.0 million per year thereafter. As a result of $39.4 million of prepayments made through June 30, 2025, the Company's mandatory amortization payments for the next 12 months total $8.8 million.
The Term Loan, which was incurred by Thryv, Inc., the Company’s operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and the Company, and is guaranteed by the Company and certain of its subsidiaries.
The net proceeds from the Term Loan of $337.5 million (net of original issue discount costs of $6.3 million and third-party fees of $6.2 million) were used to repay the remaining $300.0 million outstanding principal balance of the Prior Term Loan, accrued interest of $3.8 million, and third-party fees of $0.6 million. The Company accounted for this transaction as a modification for lenders that were party to both the Prior Term Loan and Term Loan. The debt of the new lenders that were party to the Term Loan are new issuances, while the other lenders that were party to only the Prior Term Loan were accounted for as an extinguishment.
Accordingly, total third-party fees paid were $6.2 million, of which $2.0 million was immediately charged to General and administrative expense on the Company's consolidated statement of operations and comprehensive income. The remaining third-party fees of $4.2 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the Term Loan, using the effective interest method. Additionally, there were unamortized debt issuance costs which include third-party fees and original issue discount costs of $7.8 million on the Prior Term Loan, of which $5.4 million was written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statement of operations and comprehensive income. The remaining unamortized debt issuance costs of $2.4 million were deferred as debt issuance costs and will be amortized to interest expense, over the term of the Term Loan, using the effective interest method.
The Company has recorded accrued interest of $0.3 million and $0.3 million as of June 30, 2025 and December 31, 2024, respectively. Accrued interest is included in Other current liabilities on the Company's consolidated balance sheets.
Term Loan Covenants
The Term Loan Facility contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the term loans.
Additionally, the Company is required to maintain compliance with (a) a maximum “Total Net Leverage Ratio”, calculated as the ratio of “Consolidated Total Net Indebtedness” to “Consolidated EBITDA” (in each case, as defined in the Term Loan, which shall not be 3.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “SaaS Revenue” (as defined in the Term Loan), which shall not be less than the quarterly thresholds set forth in the Term Loan Agreement as of the last day of each fiscal quarter. As of June 30, 2025, the Company was in compliance with its Term Loan covenants. The Company also expects to be in compliance with these covenants for the next twelve months.
ABL Facility
On May 1, 2024, the Company entered into a new Credit Agreement (the “ABL Credit Agreement”), which established a new $85.0 million asset-based revolving loan facility (the “ABL Facility”). The ABL Facility refinanced the Company’s previous asset-based revolving loan facility (the “Prior ABL Facility”). Proceeds of the ABL Facility may be used by the Company for ongoing general corporate purposes and working capital.
The ABL Facility matures on May 1, 2028 and borrowings under the ABL Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum, depending on the average excess availability under the ABL Facility, equal to (i) 2.50 % to 2.75 % (for SOFR loans) and (ii) 1.50 % to 1.75 % (for base rate loans). The fee for undrawn commitments under the ABL Facility is equal to 0.375 % per annum.
The Company accounted for this transaction as an extinguishment of the Prior ABL Facility. Total third-party fees and lender fees of $1.3 million associated with the ABL Facility, were deferred as debt issuance costs and will be amortized as interest expense, over the term of the ABL Facility. Additionally, the unamortized debt issuance costs associated with the
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Prior ABL Facility of $1.2 million, were written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statement of operations and comprehensive income.
As of June 30, 2025 and December 31, 2024, the Company had debt issuance costs with a remaining balance of $0.9 million and $1.1 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets.
As of June 30, 2025, the Company had borrowing base availability of $22.0 million. As a result of certain restrictions in the Company's debt agreements, as of June 30, 2025, approximately $14.0 million was available to be drawn upon under the ABL Facility.
ABL Facility Covenants
The ABL Credit Agreement contains certain covenants that, subject to exceptions, limit or restrict the Company’s ability to, among others, incur additional indebtedness, guarantees and liens; make investments, loans and advances; dispose of assets and make sale-leaseback transactions; enter into swap agreements; make payments of dividends and other distributions; make payments in respect of certain indebtedness; enter into certain affiliate transactions and restrictive amendments to certain agreements; change its lines of business; amend certain material documents; consummate certain mergers, consolidations and liquidations; and use the proceeds of the revolving loans.
Additionally, the Company is required to maintain compliance with (a) a minimum “Fixed Charge Coverage Ratio”, calculated as the ratio of “Consolidated EBITDA” minus unfinanced capital expenditures to “Fixed Charges” (in each case, as defined in the ABL Credit Agreement), which shall not be less than 1.0 to 1.0 as of the last day of each fiscal quarter and (b) a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. As of June 30, 2025, the Company was in compliance with its ABL Credit Agreement covenants. The Company also expects to be in compliance with these covenants for the next twelve months.
Note 9 Pensions
The Company maintains pension obligations associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.
The Company immediately recognizes actuarial gains and losses in its operating results in the period in which the gains and losses occur. The Company estimates the interest cost component of net periodic pension cost by utilizing a full yield curve approach and applying the specific spot rates along the yield curve used in the determination of the benefit obligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates.
Net Periodic Pension Cost
The following table details the other components of net periodic pension cost for the Company's pension plans:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | |||||||||||||||||||
| Settlement loss | |||||||||||||||||||||||
| Remeasurement loss | |||||||||||||||||||||||
| Net periodic pension cost | $ | $ | $ | $ | |||||||||||||||||||
Since all pension plans are frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted-average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows.
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During the three and six months ended June 30, 2025, the Company recognized a settlement loss of less than $0.1 million, and as a result of an interim actuarial valuation due to the settlement of one of the Company's pension plans, the Company recognized a remeasurement loss of less than $0.1 million.
During the three and six months ended June 30, 2025, the Company made no 0.2 million and $0.3 million to the non-qualified plans. During the three and six months ended June 30, 2024, the Company made no 0.1 million and $0.3 million, respectively, to the non-qualified plans.
For fiscal year 2025, the Company expects to contribute approximately $6.0 million to the qualified plans and approximately $0.5 million to the non-qualified plans.
Note 10 Stock-Based Compensation and Stockholders' Equity
Stock-Based Compensation Expense
The following table sets forth the amounts recognized in the Company's consolidated statements of operations and comprehensive income during the periods presented related to stock-based compensation expense:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of services | $ | $ | $ | $ | |||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
The following table sets forth stock-based compensation expense by award type during the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| RSUs | $ | $ | $ | $ | |||||||||||||||||||
| PSUs | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| ESPP | |||||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Restricted Stock Units
The following table sets forth the Company's restricted stock unit (“RSU”) activity during the six months ended June 30, 2025:
| Number of Restricted Stock Units | Weighted-Average Grant-Date Fair Value | ||||||||||
Nonvested balance as of December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Nonvested balance as of June 30, 2025 | $ | ||||||||||
The Company grants RSUs to employees and non-employee directors under the Company’s 2020 Incentive Award Plan (the “2020 Plan”). Pursuant to the RSU award agreements, each RSU entitles the recipient to one share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements.
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The fair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest and are expensed on a straight-line basis over the requisite service period, which ranges between one year and three years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members.
As of June 30, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was approximately $19.0 million and is expected to be recognized over a weighted-average period of 1.99 years.
During the six months ended June 30, 2025, the Company issued an aggregate of 522,724 shares of common stock to employees and non-employee directors upon the vesting of RSUs previously granted under the 2020 Plan.
Performance-Based Restricted Stock Units
The following table sets forth the Company's performance-based restricted stock unit (“PSU”) activity during the six months ended June 30, 2025:
| Number of Performance-Based Restricted Stock Units | Weighted-Average Grant-Date Fair Value | ||||||||||
Nonvested balance as of December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Nonvested balance as of June 30, 2025 | $ | ||||||||||
The Company also grants PSUs to employees under the Company’s 2020 Plan. Pursuant to the PSU Award Agreement, each PSU entitles the recipient to up to 1.5 shares of the Company’s common stock, subject to certain performance measures set forth in individual agreements.
The PSUs will vest, if at all, following the achievement of certain performance measures or market conditions over a three-year performance period relative to certain performance and market conditions. The grant date fair value of PSUs that vest relative to a performance condition is measured based upon the market closing price of the Company’s common stock on the date of grant and expensed on a straight-line basis when it becomes probable that the performance conditions will be satisfied, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years . Grant date fair value of PSUs that vest relative to a market condition is measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years . As of June 30, 2025, the nonvested balance of PSUs that vest based on performance and market conditions was 594,634 and 891,932 shares, respectively.
As of June 30, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was approximately $14.9 million and is expected to be recognized over a weighted-average period of 1.64 years.
During the six months ended June 30, 2025, the Company issued an aggregate of 165,455 shares of common stock to employees and non-employee directors upon the vesting of PSUs previously granted under the 2020 Plan.
Stock Options
As of June 30, 2025, there was no unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options, as all granted stock options were fully vested on October 15, 2024.
During the six months ended June 30, 2025, the Company issued an aggregate of 286,695 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share.
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During the six months ended June 30, 2024, the Company issued an aggregate of 566,811 shares of common stock to employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan and 2020 Plan at exercise prices ranging from $3.68 to $13.82 per share.
Employee Stock Purchase Plan
During the six months ended June 30, 2025, the Company issued 171,561 shares through the Employee Stock Purchase Plan (“ESPP”). During the six months ended June 30, 2024, the Company issued 149,983 shares through the ESPP.
Share Repurchase Program
On April 30, 2024, the Board authorized a share repurchase program (the “Share Repurchase Program”), under which the Company may repurchase up to $40 million in shares of common stock through April 30, 2029. The repurchase program is subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s Term Loan and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time.
As of June 30, 2025, the Company had repurchased approximately $0.5 million, or 26,495 shares, of the Company's outstanding common stock under the Share Repurchase program and $39.5 million remains available for share repurchases. The acquired shares were recorded as Treasury stock upon repurchase.
Note 11 Earnings per Share
The following table sets forth the calculation of the Company's basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except share and per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Basic net income per share: | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding during the period | |||||||||||||||||||||||
Basic net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except share and per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Diluted net income per share: | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average basic shares outstanding during the period | |||||||||||||||||||||||
| Plus: Common stock equivalents associated with stock-based compensation | |||||||||||||||||||||||
| Weighted-average diluted shares outstanding | |||||||||||||||||||||||
Diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
The computation of weighted-average diluted shares outstanding excluded the following share amounts as their effect would have been anti-dilutive for the three and six months ended June 30, 2025 and 2024:
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Outstanding RSUs | |||||||||||||||||||||||
| Outstanding PSUs | |||||||||||||||||||||||
| Outstanding stock options | |||||||||||||||||||||||
| Outstanding ESPP shares | |||||||||||||||||||||||
Note 12 Income Taxes
The Company’s effective tax rate (“ETR”) was 37.7 % and 56.4 % for the three and six months ended June 30, 2025, respectively, and 54.4 % and 46.2 % for the three and six months ended June 30, 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.
As of June 30, 2025 and December 31, 2024, the amount of unrecognized tax benefits was $18.8 million and $18.1 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of June 30, 2025 and December 31, 2024, the Company had $12.4 million and $11.3 million, respectively, recorded for interest on the Company's consolidated balance sheets. The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. The Company expects to complete resolution of certain tax years with various tax authorities within the next 12 months. The Company believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by up to $15.6 million within the next 12 months, affecting the Company’s ETR if realized. See Note 13, Contingent Liabilities.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes significant changes to federal tax law which may impact the Company. The Company is currently evaluating the provisions of the OBBBA and its potential impact on the Company's financial position, result of operations, and cash flows.
Note 13 Contingent Liabilities
Litigation
The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.
The Company establishes reserves for the estimated losses on specific contingent liabilities for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, losses are considered probable, but the Company is not able to make a reasonable estimate of the liability because of the uncertainties related to the outcome or the amount or range of potential loss. For these matters, disclosure is made when material, but no amount is reserved. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on the Company's consolidated statements of operations and comprehensive income, balance sheets or cash flows.
Regulatory Matter
In October 2024, the Company received a subpoena from the Division of Enforcement of the SEC requesting documents and information related to the Company’s previously publicly announced strategic conversion of its clients from its digital Marketing Services solutions platform to its SaaS solutions platform. The Company is cooperating fully. The SEC noted that the investigation is a fact-finding inquiry and does not mean that it has concluded that anyone has violated the law.
Section 199 and Research and Development Tax Case
Section 199 of the Internal Revenue Code of 1986, as amended (the “Tax Code”), provided for deductions for manufacturing performed in the U.S. The Internal Revenue Service (“IRS”) took the position that directory providers were
21
not entitled to claim the deductions because printing vendors had already claimed the deductions. The Tax Code also grants tax credits related to research and development expenditures. The IRS also took the position that the expenditures had not been sufficiently documented to be eligible for the tax credit. The Company disagreed with the IRS's positions.
The IRS challenged the Company's tax return position on both the Section 199 deduction and the tax credits. With respect to the tax years 2012 through June 2015 for the YP LLC partnership, the IRS sent 90-day notices to DexYP on August 29, 2018. In response, the Company filed three petitions (in the names of various related partners) in U.S. Tax Court challenging the IRS, and the IRS filed answers to those petitions. The three cases were consolidated by the court and were referred back to IRS Administrative Appeals for settlement negotiations, during which time the litigation was suspended. Several appeals conferences were held. The Company settled their claim for a Section 199 deduction on favorable terms. The Company and the IRS also reached an agreement regarding additional research and development tax credits for the tax years at issue whereby the IRS allowed more tax credits than were originally claimed on the tax returns. With respect to the tax year from July to December 2015 for the Print Media LLC partnership, the Company also filed a petition in the U.S. Tax Court to challenge the IRS denial of its Section 199 deductions.
As of June 30, 2025 and December 31, 2024, the Company has reserved $29.3 million and $28.3 million, respectively, in connection with the Section 199 disallowance and less than $0.1
Note 14 Changes in Accumulated Other Comprehensive Loss
The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the six months ended June 30, 2025 and 2024:
| Accumulated Other Comprehensive Loss | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Balance as of January 1 | $ | ( | $ | ( | ||||||||||
Foreign currency translation adjustment, net of tax expense of $ | ( | ( | ||||||||||||
Balance as of June 30 | $ | ( | $ | ( | ||||||||||
Note 15 Segment Information
The Company's chief operating decision maker (“CODM”) is the chief executive officer. The CODM monitors actual versus forecast results for segment adjusted EBITDA on a monthly basis to assess the performance of each segment and make decisions about allocating resources to each segment.
The Company manages its operations using two
The Company does not allocate assets to its segments and the CODM does not evaluate performance or allocate resources based on segment asset data, and therefore, such information is not presented.
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The following tables summarize the operating results of the Company's reportable segments. Segment cost of services, Segment sales and marketing, and Segment general and administrative expenses presented below exclude the allocation of depreciation and amortization expense, stock-based compensation expense, restructuring and integration expenses, transaction costs and other expenses.
| Three Months Ended June 30, 2025 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
| Less: | |||||||||||||||||
| Segment cost of services | |||||||||||||||||
| Segment sales and marketing | |||||||||||||||||
| Segment general and administrative | |||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
| Less: | |||||||||||||||||
| Segment cost of services | |||||||||||||||||
| Segment sales and marketing | |||||||||||||||||
| Segment general and administrative | |||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
| Less: | |||||||||||||||||
| Segment cost of services | |||||||||||||||||
| Segment sales and marketing | |||||||||||||||||
| Segment general and administrative | |||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
| Less: | |||||||||||||||||
| Segment cost of services | |||||||||||||||||
| Segment sales and marketing | |||||||||||||||||
| Segment general and administrative | |||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ||||||||||||||
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A reconciliation of the Company’s Income before income tax expense to total Segment Adjusted EBITDA is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Income before income tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Restructuring and integration expenses | |||||||||||||||||||||||
| Other components of net periodic pension cost | |||||||||||||||||||||||
| Loss on early extinguishment of debt | |||||||||||||||||||||||
| Other | ( | ( | ( | ( | |||||||||||||||||||
| Total Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
The following table sets forth the Company's disaggregation of Revenue based on type of service for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| SaaS | $ | $ | $ | $ | |||||||||||||||||||
| Marketing Services | |||||||||||||||||||||||
| Digital | |||||||||||||||||||||||
| Total Marketing Services | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Revenue by geography is based on the location of the client. The following table sets forth the Company's disaggregation of Revenue based on geographic region for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
International (1) | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
(1) Revenue from customers located in Australia was approximately 15.8 % and 16.9 % of total revenue for the three months ended June 30, 2025 and 2024, respectively, and 15.8 % and 15.9 % for the six months ended June 30, 2025 and 2024, respectively. No other individual country from the International region contributed more than 10% of total revenue for the three and six months ended June 30, 2025 and 2024.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented and should be read in conjunction with our unaudited interim consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report. This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statements. These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” in our 2024 Form 10-K, elsewhere in this Quarterly Report on Form 10-Q, particularly Part II, Item 1A. "Risk Factors," and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.
Overview
We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. We are one of the largest providers of SaaS end-to-end customer experience tools and digital marketing solutions to small-to-medium sized businesses (“SMBs”). Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations.
Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. In 2025, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions.
We serve approximately 261,000 SMB clients globally through two business segments: SaaS and Marketing Services.
SaaS. Our SaaS segment generated $115.0 million and $77.8 million of consolidated revenue for the three months ended June 30, 2025 and 2024, respectively, and $226.1 million and $152.1 million of consolidated revenue for the six months ended June 30, 2025 and 2024, respectively. Our primary SaaS offerings are comprised of Thryv®, our flagship all-in-one small business management platform, which includes Thryv Marketing Center, Thryv Business Center, Keap®, Command Center, ThryvPay®, and Thryv Add-Ons (collectively referred to as our “Thryv Platform”). 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. 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. Keap is Thryv's sales and marketing automation engine that helps SMBs to efficiently grow by automating repetitive tasks, campaigns, and processes, including customer relationship management, using automation tools and AI. Thryv Command Center enables SMBs to centralize all their internal and external communications through a modular, easily expandable, and customizable platform. 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 ThryvSM, Thryv Leads®, growth packages, and social media services. These optional platform subscription-based add-ons provide a seamless user experience for our end-users and drive higher engagement within the Thryv Platform while also producing incremental revenue growth.
Marketing Services. Our Marketing Services segment provides both print and digital solutions and generated $95.5 million and $146.3 million of consolidated revenues for the three months ended June 30, 2025 and 2024, respectively, and $165.7 million and $305.6 million of consolidated revenue for the six months ended June 30, 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”). During the third quarter of 2024, we made a strategic decision to terminate our Marketing Services solutions by the end of 2028.
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Factors Affecting Our Performance
Our operations can be impacted by, among other factors, general economic conditions and increased competition with the introduction of new technologies and market entrants. We believe that our performance and future success depend on several factors that present significant opportunities for us, but also pose risks and challenges, including those listed below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements.”
Ability to Attract and Retain Clients
Our revenue growth is driven by our ability to attract, convert, retain and expand the spend of SMB clients. To do so, we must deliver solutions that address the challenges currently faced by SMBs at a value-based price point that SMBs can afford.
Our strategy is to expand the use of our SaaS solutions by introducing our SaaS solutions to new SMB clients, as well as converting our current Marketing Services clients to our Thryv Platform and offering our SaaS client base 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 as well as capital to support conversions. 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.
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 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.
During the twelve months ended June 30, 2025, we converted approximately 29,000 clients with digital Marketing Services products to our Thryv Platform who were not already SaaS clients at the time of conversion. As of June 30, 2025, approximately 22,000 of these clients remained as SaaS clients. The conversion of these Marketing Services clients increased SaaS revenue by $9.1 million and $17.9 million during the three and six months ended June 30, 2025, respectively.
Additionally, during the twelve months ended June 30, 2025, we converted digital Marketing Services products to our Thryv Platform for approximately 12,000 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 $7.4 million and $13.4 million during the three and six months ended June 30, 2025, respectively.
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 2024 and the six months ended June 30, 2025, 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.
Macroeconomic Factors
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.
Investment in Growth
We intend to continue to develop and grow a profitable SaaS segment to better help SMBs manage their businesses, while maintaining strong profitability within our Marketing Services segment, which we expect to continue to serve as an efficient customer acquisition channel for our SaaS platform until its termination in 2028. As a result, SaaS has been able to
26
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.
Ability to Grow Through Expansion and Acquisition
Our growth prospects depend upon our ability to successfully develop new markets. We currently primarily serve the United States, Australia, New Zealand, Canada, and Europe SMB markets and plan to leverage strategic acquisitions or initiatives to expand our client base domestically and enter new markets internationally. 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.
Print Publication Cycle
We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market. 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.
Key Business Metrics
We review several operating metrics, including the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be used by investors to help analyze the health of our business.
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Total Clients
We define total clients as the number of SMB accounts with one or more revenue-generating solutions in a particular period. For quarter- and year-ending periods, total clients from the last month in the period are reported. A single client may have separate revenue-generating accounts for multiple Marketing Services solutions or SaaS offerings, but we count these as one client when the accounts are managed by the same business entity or individual. Although infrequent, where a single organization has multiple subsidiaries, divisions, or segments, each business entity that is invoiced by us is treated as a separate client. We believe that the number of total clients is an indicator of our market penetration and potential future business opportunities. We view the mix between Marketing Services clients and SaaS clients as an indicator of potential future opportunities to offer our SaaS solutions to our Marketing Services clients.
| As of June 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Clients | |||||||||||
Marketing Services (1) | 199 | 271 | |||||||||
SaaS (2) | 106 | 85 | |||||||||
Total (3) | 261 | 307 | |||||||||
(1) Clients that purchase one or more of our Marketing Services solutions are included in this metric. These clients may or may not also purchase subscriptions to our SaaS offerings.
(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.
(3) Total clients is less than the sum of the Marketing Services and SaaS, since clients that purchase both Marketing Services and SaaS products are counted in each category, but only counted once in the Total.
Marketing Services clients decreased by 72 thousand, or 46%, as of June 30, 2025 as compared to June 30, 2024. This decrease was primarily related to the secular decline in the print media industry, significant competition in the digital media space, and from our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS offerings.
SaaS clients increased by 21 thousand, or 25%, as of June 30, 2025 as compared to June 30, 2024, primarily due to the conversion of clients from digital Marketing Services solutions to the Thryv Platform during 2024 and continuing into 2025. In addition, during the fourth quarter of 2024, we added 15 thousand clients from the Keap Acquisition.
Total clients decreased by 46 thousand, or 15%, as of June 30, 2025 as compared to June 30, 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.
Monthly ARPU
We define monthly average revenue per unit (“ARPU”) as our total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. For each reporting period, the weighted-average monthly ARPU from all the months in the period are reported. ARPU varies based on product mix, product volumes, and the amounts we charge for our services. We believe that ARPU is an important measure of client spend and growth in ARPU is an indicator of client satisfaction with our services.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| ARPU (Monthly) | |||||||||||||||||||||||
| Marketing Services | $ | 111 | $ | 139 | $ | 111 | $ | 142 | |||||||||||||||
| SaaS | 352 | 333 | 343 | 350 | |||||||||||||||||||
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Monthly ARPU for Marketing Services decreased by $28, or 20%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, and decreased by $31, or 22%, for the six months ended June 30, 2025 compared to the six months ended June 30, 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.
Monthly ARPU for SaaS increased by $19, or 6%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, and decreased by $7, or 2%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in ARPU for the three months ended June 30, 2025 was 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 fewer conversions of clients from digital Marketing Services solutions to our SaaS offerings during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Client conversions reduce ARPU as clients are frequently converted at a lower initial ARPU than the SaaS base. The decrease in ARPU for the six months ended June 30, 2025, was driven by our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to our SaaS offerings at no additional cost to the client at the time of upgrade. A large number of these clients were converted throughout 2024 and into 2025, which negatively impacted overall ARPU for subsequent periods, including the six months ended June 30, 2025.
Seasoned Net Revenue Retention for SaaS
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 previous 12 months, including clients acquired in the Keap Acquisition. Revenue added to the SaaS segment as a result of the conversion of a Marketing Services product to a SaaS product is included in the calculation of Seasoned NRR for any client who, at the time Thryv converted a Marketing Services product to a SaaS product for that client, already had at least one SaaS product for at least one year. The revenue associated with the products upgraded by Thryv to SaaS for these clients increases SaaS revenue and Seasoned NRR at the time of conversion.
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Seasoned NRR | 103 | % | 94 | % | |||||||
Seasoned NRR increased by 900 basis points from 94% as of June 30, 2024 to 103% as of June 30, 2025. The increase in Seasoned NRR resulted from selling additional SaaS products to existing SaaS clients, a price increase for SaaS clients in the third quarter of 2024 and in the second quarter of 2025, and our strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to our SaaS offerings that included instances where SaaS revenue increased for converted clients that already had at least one of our SaaS offerings and SaaS revenue increased for those clients at the time of conversion.
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Key Components of Our Results of Operations
Revenue
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.
Cost of Services
Cost of services consists of expenses related to delivering our solutions, such as publishing, printing, and distribution of our Print directories and fulfillment of our Digital and SaaS offerings, including traffic acquisition, managed hosting, and other third-party service providers. Additionally, Cost of services includes personnel-related expenses such as salaries, benefits, and stock-based compensation for our operations team, information technology expenses, non-capitalizable software and hardware purchases, and allocated overhead costs, which includes depreciation of fixed assets, and amortization associated with capitalized software and intangible assets.
Operating Expenses
Sales and Marketing
Sales and marketing expense consists primarily of base salaries, stock-based compensation, sales commissions paid to our inside and outside sales force and other expenses incurred by personnel within the sales, marketing, sales training, and client care departments. Additionally, Sales and marketing expense includes advertising costs such as media, promotional material, branding, online advertising, information technology expenses and allocated overhead costs which includes depreciation of fixed assets, and amortization associated with capitalized software and intangible assets.
General and Administrative
General and administrative expense primarily consists of salaries, benefits and stock-based compensation incurred by corporate management and administrative functions such as information technology, finance and accounting, legal, internal audit, human resources, billing and receivables, and management personnel. In addition, General and administrative expense includes bad debt expense, non-recurring charges, and other corporate expenses such as professional fees, operating taxes, and insurance. General and administrative expense also includes allocated overhead costs which include depreciation of fixed assets and amortization associated with capitalized software and intangible assets.
Other Income (Expense)
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.
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Results of Operations
Consolidated Results of Operations
The following table sets forth certain consolidated financial data for each of the periods indicated:
| Three Months Ended June 30, | |||||||||||||||||||||||
2025 (1) | 2024 | ||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| (in thousands of $) | Amount | % of Revenue | Amount | % of Revenue | |||||||||||||||||||
| Revenue | $ | 210,470 | 100 | % | $ | 224,084 | 100 | % | |||||||||||||||
| Cost of services | 63,850 | 30.3 | % | 75,496 | 33.7 | % | |||||||||||||||||
| Gross profit | 146,620 | 69.7 | % | 148,588 | 66.3 | % | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 64,724 | 30.8 | % | 65,409 | 29.2 | % | |||||||||||||||||
| General and administrative | 52,356 | 24.9 | % | 51,841 | 23.1 | % | |||||||||||||||||
| Total operating expenses | 117,080 | 55.6 | % | 117,250 | 52.3 | % | |||||||||||||||||
| Operating income | 29,540 | 14.0 | % | 31,338 | 14.0 | % | |||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (8,952) | 4.3 | % | (12,175) | 5.4 | % | |||||||||||||||||
| Other components of net periodic pension cost | (778) | 0.4 | % | (1,581) | 0.7 | % | |||||||||||||||||
| Other income (expense) | 2,557 | 1.2 | % | (5,416) | 2.4 | % | |||||||||||||||||
| Income before income tax expense | 22,367 | 10.6 | % | 12,166 | 5.4 | % | |||||||||||||||||
| Income tax expense | (8,436) | 4.0 | % | (6,618) | 3.0 | % | |||||||||||||||||
| Net income | $ | 13,931 | 6.6 | % | $ | 5,548 | 2.5 | % | |||||||||||||||
| Other financial data: | |||||||||||||||||||||||
Adjusted EBITDA(2) | $ | 51,232 | 24.3 | % | $ | 59,314 | 26.5 | % | |||||||||||||||
Adjusted Gross Profit(3) | $ | 150,658 | $ | 154,628 | |||||||||||||||||||
Adjusted Gross Margin(4) | 71.6 | % | 69.0 | % | |||||||||||||||||||
(1) Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.
(2) See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income, the most directly comparable measure presented in accordance with GAAP.
(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.
(4) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.
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Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024
Revenue
The following table summarizes Revenue by business segment for the periods indicated:
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
2025 | 2024 | Amount | % | ||||||||||||||||||||
| (in thousands of $) | (unaudited) | ||||||||||||||||||||||
| SaaS | $ | 115,005 | $ | 77,794 | $ | 37,211 | 47.8 | % | |||||||||||||||
| Marketing Services | 95,465 | 146,290 | (50,825) | (34.7) | % | ||||||||||||||||||
| Revenue | $ | 210,470 | $ | 224,084 | $ | (13,614) | (6.1) | % | |||||||||||||||
Revenue decreased by $13.6 million, or 6.1%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was driven by a decrease in Marketing Services revenue of $50.8 million, partially offset by an increase in SaaS revenue of $37.2 million.
SaaS Revenue
SaaS revenue increased by $37.2 million, or 47.8%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily attributable to the acquisition of Keap 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 $37.2 million SaaS revenue increase, Keap contributed $17.7 million and the conversion of digital Marketing Services products for clients to SaaS products during the first six months of 2025 contributed $4.6 million. In addition, SaaS revenue increased $9.5 million due to new sales, client expansion, and product price increases during the first six months of 2025. Finally, SaaS revenue increased $5.4 million due to net revenue changes associated with products sold or converted prior to January 1, 2025, including net expanded revenue from converted products.
For the three months ended March 31, 2025, compared to the three months ended March 31, 2024, SaaS revenue increased by $36.8 million. Of the $36.8 million revenue increase, Keap contributed $18.9 million and the conversion of digital Marketing Services products for clients to SaaS products during the first three months of 2025 contributed $1.9 million. In addition, SaaS revenue increased $3.0 million due to new sales and client expansion during the first three months of 2025. Finally, net SaaS revenue increased $13.0 million due to net revenue from SaaS products converted for clients prior to January 1, 2025, including net expanded revenue from those converted clients.
Marketing Services Revenue
Marketing Services revenue decreased by $50.8 million, or 34.7%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Print revenue decreased by $15.6 million, or 18.9%, for the three months ended June 30, 2025 compared to the three months ended June 30, 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.
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 the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
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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 7% 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 33% compared to the last time the directory was published. The net impact on revenue per published directory was a 26% decline for the directories published during the three months ended June 30, 2025. This net decline per directory was the result of the secular decline in industry demand for Print services.
Digital revenue decreased by $35.2 million, or 55.3%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was driven in large part by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of digital Marketing Services products for clients to SaaS offerings. For the three months ended June 30, 2025, Thryv's conversion of digital Marketing Services products for clients to SaaS offerings prior to January 1, 2025, reduced Marketing Services revenue by $11.9 million and Thryv's conversion of digital Marketing Services products to SaaS products since January 1, 2025 reduced Marketing Services revenues by an additional $4.6 million. 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 three months ended June 30, 2025, the continued trending decline and significant competition resulted in a $18.7 million decrease in digital revenue.
Cost of Services
Cost of services decreased by $11.6 million, or 15.4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 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 $7.8 million, contract services expense by $0.9 million and employee-related expenses by $1.0 million. Additionally, depreciation and amortization expense decreased by $2.0 million due to the accelerated amortization method used by the Company.
Gross Profit
Gross profit decreased by $2.0 million, or 1.3%, for the three months ended June 30, 2025 compared to the three months ended June 30, 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 strategic cost saving initiatives.
Our gross margin increased to 69.7% for the three months ended June 30, 2025 compared to 66.3% for the three months ended June 30, 2024. Gross margin from our SaaS segment increased to 72.1% for the three months ended June 30, 2025, compared to 67.2% for the three months ended June 30, 2024 as a result of an increase in revenue and strategic cost savings initiatives. Gross margin from our Marketing Services segment increased to 66.7% for the three months ended June 30, 2025, compared to 65.8% for the three months ended June 30, 2024 as a result of strategic cost savings initiatives.
Operating Expenses
Sales and Marketing
Sales and marketing expense decreased by $0.7 million, or 1.1%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This decrease was primarily driven by a decrease in sales commissions of $3.8 million, a decrease in depreciation and amortization expense of $1.2 million due to the accelerated amortization method used by the Company, and a decrease in stock-based compensation expense of $0.6 million. These decreases were primarily offset by an increase in marketing and advertising expenses of $2.0 million, and an increase in employee-related expenses of $2.5 million.
General and Administrative
General and administrative expense increased by $0.5 million, or 1.0%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily attributable to an increase in contract services expense of $1.9 million and an increase in bad debt expense of $0.9 million. These increases were partially offset by a decrease in employee related-expenses of $1.1 million, a decrease in severance expense of $0.5 million, and a decrease in depreciation and amortization expense of $0.7 million due to the accelerated amortization method used by the Company.
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Other Income (Expense)
Interest Expense
Interest expense decreased by $3.2 million, or 26.5%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, driven primarily by lower outstanding debt balances.
Other Components of Net Periodic Pension Cost
Other components of net periodic pension cost decreased by $0.8 million for the three months ended June 30, 2025. This decrease was primarily due to an increase in expected return on assets of $0.7 million.
Other Income (Expense)
Other income (expense) increased by $8.0 million for the three months ended June 30, 2025. This increase was primarily due to an increase in foreign-currency related gain of $1.3 million and the absence of a $6.6 million loss on early extinguishment of debt which occurred during the three months ended June 30, 2024.
Income Tax Expense
The Company's effective tax rate (“ETR”) was 37.7% and 54.4% for the three months ended June 30, 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.
Adjusted EBITDA
Adjusted EBITDA decreased by $8.1 million, or 13.6%, for the three months ended June 30, 2025 compared to the three months ended June 30, 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 SaaS segment. See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income, the most directly comparable measure presented in accordance with GAAP.
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Results of Operations
Consolidated Results of Operations
The following table sets forth certain consolidated financial data for each of the periods indicated:
| Six Months Ended June 30, | |||||||||||||||||||||||
2025 (1) | 2024 | ||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| (in thousands of $) | Amount | % of Revenue | Amount | % of Revenue | |||||||||||||||||||
| Revenue | $ | 391,841 | 100 | % | $ | 457,708 | 100 | % | |||||||||||||||
| Cost of services | 125,933 | 32.1 | % | 155,479 | 34.0 | % | |||||||||||||||||
| Gross profit | 265,908 | 67.9 | % | 302,229 | 66.0 | % | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 134,775 | 34.4 | % | 135,500 | 29.6 | % | |||||||||||||||||
| General and administrative | 104,627 | 26.7 | % | 104,257 | 22.8 | % | |||||||||||||||||
| Total operating expenses | 239,402 | 61.1 | % | 239,757 | 52.4 | % | |||||||||||||||||
| Operating income | 26,506 | 6.8 | % | 62,472 | 13.6 | % | |||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (18,025) | 4.6 | % | (25,534) | 5.6 | % | |||||||||||||||||
| Other components of net periodic pension cost | (1,546) | 0.4 | % | (3,162) | 0.7 | % | |||||||||||||||||
| Other income (expense) | 2,949 | 0.8 | % | (7,789) | 1.7 | % | |||||||||||||||||
| Income before income tax expense | 9,884 | 2.5 | % | 25,987 | 5.7 | % | |||||||||||||||||
| Income tax expense | (5,571) | 1.4 | % | (12,015) | 2.6 | % | |||||||||||||||||
| Net income | $ | 4,313 | 1.1 | % | $ | 13,972 | 3.1 | % | |||||||||||||||
| Other financial data: | |||||||||||||||||||||||
Adjusted EBITDA(2) | $ | 72,133 | 18.4 | % | $ | 113,428 | 24.8 | % | |||||||||||||||
Adjusted Gross Profit(3) | $ | 274,324 | $ | 314,218 | |||||||||||||||||||
Adjusted Gross Margin(4) | 70.0 | % | 68.7 | % | |||||||||||||||||||
(1) Consolidated results of operations includes Keap's results of operations subsequent to the October 31, 2024 acquisition date.
(2) See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income, the most directly comparable measure presented in accordance with GAAP.
(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.
(4) See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.
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Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Revenue
The following table summarizes Revenue by business segment for the periods indicated:
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
2025 | 2024 | Amount | % | ||||||||||||||||||||
| (in thousands of $) | (unaudited) | ||||||||||||||||||||||
| SaaS | $ | 226,134 | $ | 152,116 | $ | 74,018 | 48.7 | % | |||||||||||||||
| Marketing Services | 165,707 | 305,592 | (139,885) | (45.8) | % | ||||||||||||||||||
| Revenue | $ | 391,841 | $ | 457,708 | $ | (65,867) | (14.4) | % | |||||||||||||||
Revenue decreased by $65.9 million, or 14.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was driven by a decrease in Marketing Services revenue of $139.9 million partially offset by an increase in SaaS revenue of $74.0 million.
SaaS Revenue
SaaS revenue increased by $74.0 million, or 48.7%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily attributable to the acquisition of Keap 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 $74.0 million SaaS revenue increase, Keap contributed $36.6 million and the conversion of digital Marketing Services products for clients to SaaS products during the first six months of 2025 contributed $6.5 million. In addition, SaaS revenue increased $12.5 million due to new sales, client expansion, and product price increases during the first six months of 2025. Finally, SaaS revenue increased $18.4 million due to net revenue changes associated with products sold or converted prior to January 1, 2025, including net expanded revenue from converted products.
Marketing Services Revenue
Marketing Services revenue decreased by $139.9 million, or 45.8%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Print revenue decreased by $62.6 million, or 37.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 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.
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 the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
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 10% 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 36% compared to the last time the directory was published. The net impact on revenue per published directory was a 26% decline for the directories published during the six months ended June 30, 2025. This net decline per directory was the result of the secular decline in industry demand for Print services.
Digital Marketing Services revenue decreased by $77.3 million, or 55.9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was driven in large part by the Company’s strategic decision during the fourth quarter of 2023 to accelerate the conversion of digital Marketing Services products for its clients to SaaS
36
offerings. For the six months ended June 30, 2025, Thryv's conversion of digital Marketing Services products for clients to SaaS offerings prior to January 1, 2025 reduced Marketing Services revenue by $24.8 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 $6.5 million. 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 six months ended June 30, 2025, the continued trending decline and significant competition resulted in a $46.0 million decrease in digital revenue.
Cost of Services
Cost of services decreased by $29.5 million, or 19.0%, for the six months ended June 30, 2025 compared to the six months ended June 30, 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 $22.3 million and employee-related expenses by $1.9 million. Additionally, depreciation and amortization expense decreased $3.5 million due to the accelerated amortization method used by the Company.
Gross Profit
Gross profit decreased by $36.3 million, or 12.0%, for the six months ended June 30, 2025 compared to the six months ended June 30, 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.
Our gross margin increased by 190 basis points to 67.9% for the six months ended June 30, 2025 compared to 66.0% for the six months ended June 30, 2024. Gross margin from our SaaS segment increased to 71.5% for the six months ended June 30, 2025, compared to 66.6% for the six months ended June 30, 2024. This increase was partially offset by a decrease in gross margin from our Marketing Services segment. Gross margin from our Marketing Services segment decreased to 62.9% for the six months ended June 30, 2025, compared to 65.7% for the six months ended June 30, 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 decreased demand for our marketing services solutions.
Operating Expenses
Sales and Marketing
Sales and marketing expense decreased by $0.7 million, or 0.5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily attributable to a decrease in sales commissions of $6.6 million due to new sales commissions plans and revised targets and a decrease in depreciation and amortization of $1.9 million due to the accelerated amortization method used by the Company. These decreases were partially offset by an increase in employee-related expenses of $3.0 million, an increase in marketing and advertising expenses of $3.0 million, and an increase in contract services expense of $1.3 million.
General and Administrative
General and administrative expense increased by $0.4 million, or 0.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily attributable to the absence of a $3.2 million gain on disposal of certain intangible assets recorded during the six months ended June 30, 2024. Additionally, stock-based compensation expense increased $1.5 million and contract services expense increased $1.8 million. These increases were partially offset by a decrease in severance expense of $1.7 million, a decrease in bad debt expense of $1.3 million, and a decrease in employee-related expenses of $1.2 million. Additionally, depreciation and amortization expense decreased $1.5 million as a result of the accelerated amortization method used by the Company.
Other Income (Expense)
Interest Expense
Interest expense decreased by $7.5 million, or 29.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven primarily by lower outstanding debt balances.
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Other Components of Net Periodic Pension Cost
Other components of net periodic pension cost decreased by $1.6 million for the six months ended June 30, 2025. This decrease was primarily due to a higher return on plan assets of $1.4 million.
Other Income (Expense)
Other income (expense) increased by $10.7 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily due to a foreign-currency related gain of $2.9 million recorded during the six months ended June 30, 2025, compared to a foreign-currency related loss of $1.2 million during the six months ended June 30, 2024. Additionally, there was a $6.6 million loss on early extinguishment of debt which occurred during the six months ended June 30, 2024.
Income Tax Expense
The Company's effective tax rate (“ETR”) was 56.4% and 46.2% for the six months ended June 30, 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.
Adjusted EBITDA
Adjusted EBITDA decreased by $41.3 million, or 36.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease 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, the most directly comparable measure presented in accordance with GAAP.
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Non-GAAP Financial Measures
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States. We also present Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin, as defined below, as non-GAAP financial measures in this Quarterly Report.
We have included Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin in this report because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA provides useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin provide investors with the financial measures that closely align with our internal processes.
We define Adjusted EBITDA (“Adjusted EBITDA”) as Net 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 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.
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.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Reconciliation of Adjusted EBITDA | |||||||||||||||||||||||
Net income | $ | 13,931 | $ | 5,548 | $ | 4,313 | $ | 13,972 | |||||||||||||||
| Interest expense | 8,952 | 12,175 | 18,025 | 25,534 | |||||||||||||||||||
| Depreciation and amortization expense | 10,191 | 14,072 | 21,707 | 28,625 | |||||||||||||||||||
Stock-based compensation expense (1) | 6,008 | 6,353 | 13,745 | 11,642 | |||||||||||||||||||
Restructuring and integration expenses (2) | 5,493 | 7,553 | 10,175 | 12,818 | |||||||||||||||||||
| Income tax expense | 8,436 | 6,618 | 5,571 | 12,015 | |||||||||||||||||||
Other components of net periodic pension cost (3) | 778 | 1,581 | 1,546 | 3,162 | |||||||||||||||||||
Loss on early extinguishment of debt (4) | — | 6,638 | — | 6,638 | |||||||||||||||||||
Other (5) | (2,557) | (1,224) | (2,949) | (978) | |||||||||||||||||||
| Adjusted EBITDA | $ | 51,232 | $ | 59,314 | $ | 72,133 | $ | 113,428 | |||||||||||||||
(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 10, Stock-Based Compensation and Stockholders' Equity, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report for more information.
(2)See the table below for detail of Restructuring and integration expenses for the three and six months ended June 30, 2025 and 2024.
(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.
(4)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.
(5)Other primarily includes foreign exchange-related (income) expense.
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The following is a reconciliation of Restructuring and integration expenses that are included in the Adjusted EBITDA to Net income reconciliation above:
| (in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||
| Reconciliation of Restructuring and integration expenses | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Abandoned facility costs (a) | $ | 1,128 | $ | 957 | $ | 2,264 | $ | 1,930 | |||||||||||||||
Severance charges (b) | 1,431 | 1,965 | 3,335 | 5,021 | |||||||||||||||||||
Post-acquisition and integration expenses (c) | 1,458 | 1,807 | 2,494 | 2,726 | |||||||||||||||||||
Tax, accounting, and legal fees (d) | 1,476 | 2,824 | 2,082 | 3,141 | |||||||||||||||||||
| Total Restructuring and integration expenses | $ | 5,493 | $ | 7,553 | $ | 10,175 | $ | 12,818 | |||||||||||||||
(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.
(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 and six months ended June 30, 2025 and 2024 related to our legacy Marketing Services employees and our shift from Marketing Services activities.
(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.
(d)These costs consist of legal expenses related to legal cases inherited from acquisitions and accounting fees related to acquisitions.
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The following tables set forth reconciliations of Adjusted Gross Profit and Adjusted Gross Margin, to their most directly comparable GAAP measures, Gross profit and Gross Margin:
| Three Months Ended June 30, 2025 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross profit | $ | 82,911 | $ | 63,709 | $ | 146,620 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 2,118 | 1,754 | 3,872 | ||||||||||||||
| Stock-based compensation expense | 93 | 73 | 166 | ||||||||||||||
| Adjusted Gross Profit | $ | 85,122 | $ | 65,536 | $ | 150,658 | |||||||||||
| Gross Margin | 72.1 | % | 66.7 | % | 69.7 | % | |||||||||||
| Adjusted Gross Margin | 74.0 | % | 68.6 | % | 71.6 | % | |||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross profit | $ | 52,289 | $ | 96,299 | $ | 148,588 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 1,877 | 3,989 | 5,866 | ||||||||||||||
| Stock-based compensation expense | 76 | 98 | 174 | ||||||||||||||
| Adjusted Gross Profit | $ | 54,242 | $ | 100,386 | $ | 154,628 | |||||||||||
| Gross Margin | 67.2 | % | 65.8 | % | 66.3 | % | |||||||||||
| Adjusted Gross Margin | 69.7 | % | 68.6 | % | 69.0 | % | |||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross profit | $ | 161,681 | $ | 104,227 | $ | 265,908 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 4,716 | 3,381 | 8,097 | ||||||||||||||
| Stock-based compensation expense | 177 | 142 | 319 | ||||||||||||||
| Adjusted Gross Profit | $ | 166,574 | $ | 107,750 | $ | 274,324 | |||||||||||
| Gross Margin | 71.5 | % | 62.9 | % | 67.9 | % | |||||||||||
| Adjusted Gross Margin | 73.7 | % | 65.0 | % | 70.0 | % | |||||||||||
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| Six Months Ended June 30, 2024 | |||||||||||||||||
| (in thousands) | SaaS | Marketing Services | Total | ||||||||||||||
| Reconciliation of Adjusted Gross Profit | |||||||||||||||||
| Gross profit | $ | 101,384 | $ | 200,845 | $ | 302,229 | |||||||||||
| Plus: | |||||||||||||||||
| Depreciation and amortization expense | 3,581 | 8,061 | 11,642 | ||||||||||||||
| Stock-based compensation expense | 136 | 211 | 347 | ||||||||||||||
| Adjusted Gross Profit | $ | 105,101 | $ | 209,117 | $ | 314,218 | |||||||||||
| Gross Margin | 66.6 | % | 65.7 | % | 66.0 | % | |||||||||||
| Adjusted Gross Margin | 69.1 | % | 68.4 | % | 68.7 | % | |||||||||||
Liquidity and Capital Resources
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.
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.
In addition, our Board of Directors 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.
For a discussion on contingent obligations, see Note 13, Contingent Liabilities, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report.
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Sources and Uses of Cash
The following table sets forth a summary of our cash flows from operating, investing and financing activities for the periods indicated:
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| (in thousands) | (unaudited) | ||||||||||||||||
| Cash flows provided by (used in): | |||||||||||||||||
| Operating activities | $ | 19,075 | $ | 27,660 | $ | (8,585) | |||||||||||
| Investing activities | (14,998) | (16,230) | 1,232 | ||||||||||||||
| Financing activities | (10,060) | (10,514) | 454 | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 592 | (448) | 1,040 | ||||||||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | $ | (5,391) | $ | 468 | $ | (5,859) | |||||||||||
Cash Flows from Operating Activities
Net cash from operating activities decreased by $8.6 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily due to an overall decline in our sales as well as changes in working capital, particularly accounts payable and accrued liabilities which were primarily impacted by the timing of payments. These decreases were partially offset by lower income tax payments of $10.0 million and lower interest payments of $7.9 million as a result of lower debt balances.
Cash Flows used in Investing Activities
Net cash used in investing activities decreased by $1.2 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This decrease was primarily due to a decline in additions to fixed assets and capitalized software.
Cash Flows used in Financing Activities
Net cash used in financing activities decreased by $0.5 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This decrease primarily related to net proceeds of $16.0 million on the Company's ABL Facility during the six months ended June 30, 2025, compared to net payments of $30.8 million during the six months ended June 30, 2024. This change was partially offset by payments related to our Term Loan. During the six months ended June 30, 2025, the Company made $26.3 million of prepayments on the Company's Term Loan. During the six months ended June 30, 2024, the Company had $20.7 million of net proceeds as we entered into our Term Loan agreement. As a part of the Term Loan agreement, the Company paid debt issuance costs of $5.3 million during the six months ended June 30, 2024.
Debt
Term Loan
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.
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 June 30, 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.
The Term Loan Facility matures on May 1, 2029 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, the secured overnight financing rate (“SOFR”) or base rate, in each case, plus an applicable margin per annum equal to (i) 6.75% (for SOFR loans) and (ii) 5.75% (for base rate loans). The
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Term Loan Facility requires mandatory amortization payments, paid quarterly commencing June 30, 2024, equal to (i) $52.5 million per year for the first two years following the closing date of the Term Loan, and (ii) $35.0 million per year thereafter. As a result of $39.4 million of prepayments made through June 30, 2025, the Company's mandatory amortization payments for the next 12 months total $8.8 million.
ABL Facility
On May 1, 2024, the Company entered into a new Credit Agreement (the “ABL Credit Agreement”), which established a new $85.0 million asset-based revolving loan facility (the “ABL Facility”). The ABL Facility refinanced the Company’s previous asset-based revolving loan facility (the “Prior ABL Facility”). Proceeds of the ABL Facility may be used by the Company for ongoing general corporate purposes and working capital.
The ABL Facility matures on May 1, 2028 and borrowings under the ABL Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, SOFR or base rate, in each case, plus an applicable margin per annum, depending on the average excess availability under the ABL Facility, equal to (i) 2.50% to 2.75% (for SOFR loans) and (ii) 1.50% to 1.75% (for base rate loans). The fee for undrawn commitments under the ABL Facility is equal to 0.375% per annum.
As of June 30, 2025, the Company had borrowing base availability of $22.0 million. As a result of certain restrictions in the Company's debt agreements, as of June 30, 2025, approximately $14.0 million was available to be drawn upon under the ABL Facility.
We maintain debt levels that we consider appropriate after evaluating a number of factors, including cash requirements for ongoing operations, investment and financing plans (including acquisitions and share repurchase activities), and overall cost of capital. Per the terms of the Term Loan Facility, payments of the Term Loan balance are determined by the Company's Excess Cash Flow (as defined in the Term Loan Facility). We are in compliance with all covenants under the Term Loan and ABL Facility as of June 30, 2025. We had total recorded debt outstanding of $275.6 million (net of $9.3 million of unamortized original issue discount (“OID”) and debt issuance cost) at June 30, 2025, which was comprised of amounts outstanding under the Term Loan of $245.0 million and ABL Facility of $39.9 million.
Share Repurchase Program
On April 30, 2024, the Board authorized a new share repurchase program (the “Share Repurchase Program”), under which the Company may repurchase up to $40 million in shares of common stock through April 30, 2029. The repurchase program is subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s Term Loan and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time.
As of June 30, 2025, the Company had repurchased approximately $0.5 million, or 26,495 shares, of the Company's outstanding common stock under the Share Repurchase Program and $39.5 million remains available for share repurchases. The acquired shares were recorded as Treasury stock upon repurchase.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates have not changed from those described in our 2024 Form 10-K, under “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
As of June 30, 2025, we had total recorded debt outstanding of $275.6 million (net of $9.3 million of unamortized OID and debt issuance costs), which was comprised of amounts outstanding under our Term Loan of $245.0 million and ABL Facility of $39.9 million. Substantially all of this debt bears interest at floating rates. Changes in interest rates affect the interest expense we pay on our floating rate debt. A hypothetical 100 basis point increase in interest rates would increase our interest expense by approximately $2.8 million annually, based on the debt outstanding at June 30, 2025.
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Foreign Exchange Currency Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Australian dollar and New Zealand dollar. Since we translate foreign currencies into U.S. dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results.
We have experienced and will continue to experience fluctuations in our Net income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. We recognized immaterial amounts of foreign currency gains and losses in each of the periods presented. We have not hedged our foreign currency transactions to date. We are evaluating the costs and benefits of initiating a hedging program and may in the future hedge selected significant transactions denominated in currencies other than the U.S. dollar as we expand our international operations and our risk grows.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025.
Changes in Internal Control over Financial Reporting
We have completed one acquisition in the past 12 months. As part of our ongoing integration activities, we continue to implement our controls and procedures over the business we acquired and to augment our company-wide controls to reflect the risks inherent in our acquisition. Throughout the integration process, we monitor these efforts and take corrective action as needed to reinforce the application of our controls and procedures. Other than the foregoing, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information in response to this item is provided in “Part I - Item 1. Note 13, Contingent Liabilities” and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by the disclosure in Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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Item 5. Other Information
None of our officers or directors adopted terminated
Item 6. Exhibits
The following documents are filed as an exhibit to this Quarterly Report on Form 10-Q:
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included in Exhibits 101). | |||||||
*Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THRYV HOLDINGS, INC. | ||||||||
| July 30, 2025 | By: | /s/ Joseph A. Walsh | ||||||
| Joseph A. Walsh Chairman of the Board and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| July 30, 2025 | By: | /s/ Paul D. Rouse | ||||||
| Paul D. Rouse Chief Financial Officer, Executive Vice President and Treasurer | ||||||||
| (Principal Financial Officer) | ||||||||
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