Thryv Holdings (THRY) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01We face significant competition for our Marketing Services solutions and SaaS offerings, which may harm our ability to add new clients, retain existing clients and grow our business. Competitors include companies who use components of our SaaS offerings provided by third parties
2. 02The Company’s strategic decision to transition clients from its Digital marketing services solutions to its Thryv Platform products could result in higher levels of client churn and have an adverse effect on the Company’s results of operations and key business metrics
3. 03If we are not able to provide new or enhanced functionality and features, including robust artificial intelligence solutions, it could have a material adverse effect on our business, financial condition and results of operations
4. 04We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations
5. 05We recognize revenue for our print services upon delivery of the print directories to the intended market, which can result in variability in the amount of revenue recognized each quarter due to the publication cycle of each print directory
6. 06If our SEO strategies fail to help our IYPs get discovered or our clients’ websites to get discovered in unpaid search results, our business could be adversely affected
7. 07We have recently experienced growth in our operations related to our SaaS segment. While we have been successful in transitioning Marketing Services clients to our SaaS product offerings in the past, this success may not continue
8. 08Our reliance on, and extension of credit to, small and medium-sized local businesses could adversely affect our business
9. 09If we are unable to develop or to sell our Thryv Platform into new markets or to further penetrate existing markets, our revenue may not grow as expected
10. 10We are dependent upon client renewals, the addition of new clients, increased revenue from existing clients and the continued growth of the market for our Thryv Platform and any adverse impact on these factors could materially adversely affect our operating results
11. 11Our subscription renewals may decrease, and any decrease in our number of clients could harm our future revenue and operating results
12. 12If we fail to further enhance our brand or maintain our existing strong brand awareness, our ability to expand our client base may be impaired and our financial condition may suffer26% rewritten
13. 13We may not be able to maintain profitability in the future, and our past performance may not be indicative of our future performance65% rewritten
14. 14The continuing decline in the use of print directories continues to adversely affect our business
15. 15We may be unsuccessful in identifying and acquiring suitable acquisition candidates or in integrating any businesses that are or have been acquired. This could have a material adverse effect on our business, financial condition and results of operations
16. 16A failure to integrate acquisitions efficiently may be disruptive to our operations and adversely impact our revenues or increase our expenses
17. 17Expansion of our operations to, and offering our services in, markets outside of the U.S. subjects us to political, economic, legal, operational and other risks that could have a material adverse effect on our business, results of operations, financial condition, cash flows and reputation
18. 18Issues relating to the failure to comply with applicable non-U.S. laws, requirements or restrictions may also impact our domestic business and/or raise scrutiny on our domestic practices
19. 19We have recorded impairment charges in the past and may record impairment charges in the future64% rewritten

Risks Related to Strategic Relationships and Third Parties

1. 20We have agreements with several major internet search engines and search sites. The termination or material alteration of one or more of these agreements could adversely affect our business100% rewritten
2. 21Our growth depends in part on the success of our strategic relationships with third parties
3. 22If we are unsuccessful in establishing or maintaining our relationships with third-party service providers, our ability to compete in the marketplace or to grow our revenues could be impaired, which could have a material adverse effect on our business, financial condition and results of operations
4. 23Development and delivery of Thryv modules
5. 24Monitoring of changes to applicable laws
6. 25If we, or our third-party providers, do not keep pace with rapid technological changes and evolving industry standards, we may not be able to remain competitive, and the demand for our services may decline
7. 26If we do not maintain the compatibility of our Thryv Platform with third-party applications that our clients use in their businesses, our revenue will decline
8. 27We rely on data provided by third parties, the loss of which could limit the functionality of our platform and disrupt our business

Risks Related to the Economy, Disasters, Epidemics, and Other External Factors

1. 28Adverse economic conditions may have a material adverse effect on our business, financial condition and results of operations69% rewritten
2. 29Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability

Risks Related to Human Capital

1. 30We depend on our senior management team, and the loss of one or more key employees or an inability to attract and to retain highly skilled employees could have a material adverse effect on our business, financial condition and results of operations
2. 31A portion of our employees are represented by unions. Our business could be adversely affected by future labor negotiations and our ability to maintain good relations with our unionized employees27% rewritten

Legal, Tax, Regulatory and Compliance Risks

1. 32solutions would be less effective, which may reduce demand for our Thryv Platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations
2. 33Industry-specific regulation and other requirements and standards are evolving and unfavorable industry-specific laws, regulations, interpretive positions or standards could harm our business
3. 34An information security breach of our systems or our data centers operated by third-party providers, the loss of, or unauthorized access to, client information, or a system disruption could have a material adverse effect on our business, market brand, financial condition and results of operations
4. 35Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand
5. 36Some of our solutions utilize open source software and any failure to comply with the terms of one or more of these open source licenses could have a material adverse effect on our business, financial condition and results of operations
6. 37Litigation and regulatory investigations, including the Subpoena, aimed at us or resulting from our actions or the actions of our predecessors may result in significant financial losses and harm to our reputation73% rewritten
7. 38We may be sued by third parties for alleged infringement of their proprietary rights
8. 39Laws and regulations directed at limiting or restricting the distribution of our print directories or shifting the costs and responsibilities of waste management related to our print directories could adversely affect our business
9. 40Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition and results of operations63% rewritten

Risks Related to Taxes

1. 41We may not be able to utilize a significant portion of our net operating loss carryforwards, which could have a material adverse effect on our financial condition and results of operations87% rewritten
2. 42The international tax landscape is highly uncertain and complex, and our international taxes might increase as a result of Pillar Two rules37% rewritten

Operational Risks

1. 43Cost reduction efforts may be time-consuming and the associated savings may not be realized
2. 44Any failure to offer high-quality or technical support services may adversely affect our relationships with our clients and could have a material adverse effect on our business, financial condition and results of operations
3. 45Aging software and hardware infrastructure may lead to increased costs and disruptions in operations that could adversely impact our financial results
4. 46If our Thryv Platform and add-ons fail to perform properly, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims, which could have a material adverse effect on our business, financial condition and results of operations
5. 47The occurrence of any of these issues could have a material adverse effect on our business, financial condition and results of operations. In addition, the costs incurred in correcting any material defects or errors might be substantial
6. 48Our results of operations and key business metrics may fluctuate significantly and may not fully reflect the underlying performance of our business38% rewritten

Risks Related to Our Indebtedness

1. 49Thryv Holdings, Inc. is a holding company and relies on transfers of funds and other payments from its subsidiaries to meet its obligations
2. 50Our outstanding indebtedness could have a material adverse effect on our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations
3. 51Despite our substantial indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage24% rewritten
4. 52Restrictive covenants in the agreements governing our Senior Credit Facilities may restrict our future operations, including our ability to pursue our business strategies or respond to changes
5. 53We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful
6. 54Our debt may be downgraded, which could have a material adverse effect on our business, financial condition and results of operations
7. 55Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs for us
8. 56Changes in key assumptions could result in additional underfunded pension obligations, resulting in the need for additional plan funding by us and increased pension expenses

Risks Related to Ownership of Our Common Stock

1. 57The market price of our shares of common stock may be volatile
2. 58Because we do not intend to pay cash dividends in the foreseeable future, you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price
3. 59If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline

Risks Related to Governance and Ownership Structure

1. 60Anti-takeover provisions in our fourth amended and restated certificate of incorporation and second amended and restated bylaws and certain provisions of Delaware law could delay or prevent a change of control that may be favored by some stockholders47% rewritten
2. 61Forecasts of market growth may prove to be inaccurate and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, if at all