Financial Analysis

Debt Obligations The following table sets forth the Company's outstanding debt obligations as of March 31, 2026 and December 31, 2025: (in thousands) Maturity Interest Rate March 31, 2026 December 31, 2025 Term Loan May 1, 2029 SOFR + 6.75% $ 236,250 $ 236,250 ABL Facility May 1, 2028 SOFR + 2.50% - 2.75% 29,534 25,120 Unamortized original issue discount and debt issuance costs (7,221) (7,883) Total debt obligations $ 258,563 $ 253,487 Current portion of Term Loan (26,250) (17,500) Total long-term debt obligations $ 232,313 $ 235,987 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 Companys 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 March 31, 2026, 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 Companys option, the secured o …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table summarizes the Company's Revenue based on type of service for the periods indicated: Three Months Ended March 31, (in thousands) 2026 2025 SaaS $ 116,738 $ 111,129 Marketing Services Print 33,586 37,711 Digital 17,360 32,531 Total Marketing Services 50,946 70,242 Revenue $ 167,684 $ 181,371 The following table summarizes the Company's Revenue by geographic region, based on the location of the customer, for the periods indicated: Three Months Ended March 31, (in thousands) 2026 2025 United States $ 136,706 $ 146,113 International 30,978 35,258 Revenue $ 167,684 $ 181,371

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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 app …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets Goodwill Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. During the three months ended March 31, 2026, the Company determined that a triggering event occurred as a result of sustained declines in the Company's market capitalization due to a decrease in its stock price. As a result, the Company performed a quantitative goodwill impairment test of the SaaS reporting unit as of March 1, 2026. The goodwill impairment test requires measurement of the fair value of a reporting unit, which is compared to the carrying value of the reporting unit, including goodwill. The Company engaged a third-party valuation firm to assist in the Companys determination of the fair value of its SaaS reporting unit as of March 1, 2026. Fair value was determined using a combination of the income approach and the market approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate, as well as a terminal value. Under the market approach, fair value is determined based on valuation multiples of comparable publicly traded companies. In order to corroborate the concluded fair value of the SaaS reporting unit, the Company compared the aggregate estimated fair values of both reporting units to the Companys market capitalization to calculate an implied co …

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Income Taxes The Companys effective tax rate ( ETR ) was 410.8% for the three months ended March 31, 2026 and 23.0% for the three months ended March 31, 2025. 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, changes in valuation allowance due to expiring net operating losses, and the discrete impact of interest accrual on uncertain tax positions. As of March 31, 2026 and December 31, 2025, the amount of unrecognized tax benefits was $4.4 million and $18.8 million, respectively, excluding interest and penalties, that if recognized, would impact the effective tax rate. As of March 31, 2026 and December 31, 2025, the Company had $1.4 million and $13.6 million, respectively, recorded for interest on the Consolidated Balance Sheets. The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. During the three months ended March 31, 2026, the Company received notices of tax due and/or notices of intent to levy for tax years 2012 through 2015. The Company sent a response to the IRS requesting a Collection Due Process or Equivalent Hearing in order to review the amounts assessed and request a payment plan. Due to the receipt of these notices, $29.1 million that was previously recognized as an uncertain tax position liability has been r …

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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, 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 our results of operations, financial condition, or cash flows. Legal costs, including expenses and fees related to outside counsel, are expensed as incurred. 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 Companys previously publicly announced strategic conversion of its clients from its Digital marketing services solutions platform to its SaaS so …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( 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 Company adopted ASU 2023-09 for the annual period ended December 31, 2025, and implemented the new disclosure updates within the Company's consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on a retrospective basis. Because the ASU affects disclosures only, the adoption did not impact the Company's results of operations, financial condition, or cash flows. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive IncomeExpense 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 …

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Pensions The Company sponsors one non-contributory qualified defined benefit pension plan and two non-qualified 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 components of net periodic pension cost for the Company's pension plans: Three Months Ended March 31, (in thousands) 2026 2025 Interest cost $ 3,736 $ 4,732 Expected return on assets (3,391) (3,964) Net periodic pension cost $ 345 $ 768 The three months ended March 31, 2025 includes activity related to the YP Holdings LLC Pension Plan, a frozen qualified defined benefit pension plan that was terminated during the quarter ended December 31, 2025. 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 …

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Revenue Recognition The Company has determined that each of its SaaS business management tools and services, and each of its 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. SaaS Revenue in the SaaS segment is generated through subscription plans, platform extensions, payment solutions, and professional services. Our subscription offerings are sold on a recurring basis. Revenues associated with substantially all SaaS offerings 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. Associated revenues are recognized over time using an output method to measure the progress toward satisfying a performance obligation. Marketing Services Our primary Marketing Services offerings include our Print and Digital solutions. Print Control over the Companys 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 ov …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information The Company's chief operating decision maker ( CODM ) is the Chief Executive Officer. The CODM evaluates performance of the reportable segments based on Segment Adjusted EBITDA, which is the primary measure of segment profitability. The CODM monitors actual versus forecasted 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 operating segments, which are also its reportable segments: (1) SaaS and (2) Marketing Services. Asset information by segment is not regularly provided to the CODM and, therefore, such information is not presented. The following tables summarize the operating results of the Company's reportable segments. The segment expense categories shown align with the segment-level information that is regularly provided to the CODM. Segment cost of services, Segment sales and marketing, Segment research and development, 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, since these amounts are not reflected in the primary measure of segment profitability. Three Months Ended March 31, 2026 (in thousands) SaaS Marketing Services Total Segment revenue $ 116,738 $ 50,946 $ 167,684 Less: Segment cost of services 38, …

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Stock-Based Compensation and Stockholders' Equity Stock-Based Compensation Expense The following table summarizes the amounts recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) during the periods presented related to stock-based compensation expense: Three Months Ended March 31, (in thousands) 2026 2025 Cost of services $ 68 $ 154 Sales and marketing 624 1,809 Research and development 627 467 General and administrative 3,431 5,307 Stock-based compensation expense $ 4,750 $ 7,737 The following table summarizes stock-based compensation expense by award type during the periods presented: Three Months Ended March 31, (in thousands) 2026 2025 RSUs $ 2,813 $ 2,983 PSUs 1,711 4,516 ESPP 226 238 Stock-based compensation expense $ 4,750 $ 7,737 Restricted Stock Units The following table summarizes the Company's restricted stock unit ( RSU ) activity during the three months ended March 31, 2026: Number of Restricted Stock Units Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2025 1,385,455 $ 16.03 Granted 1,635,707 $ 5.81 Vested (560,560) $ 16.97 Forfeited (62,542) $ 12.55 Nonvested balance as of March 31, 2026 2,398,060 $ 8.93 The Company grants RSUs to employees and non-employee directors under the Companys 2020 Incentive Award Plan (the 2020 Plan ). Pursuant to the RSU award agreements, each RSU entitles the recipient to one share of the Companys common stock, subject to time-based vesting conditions set forth in indiv …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing