8-K
Thryv Holdings, Inc. (THRY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 11, 2021
THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35895 | 13-2740040 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2200 West Airfield Drive, P.O. Box 619810<br><br> <br>D/FW Airport, TX | 75261 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 453-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br><br> <br>registered |
|---|---|---|
| Common Stock, $0.01 par value | THRY | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On August 11, 2021, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the second quarter ended June 30, 2021. This press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
|---|
The Company will hold a conference call on August 11, 2021. A copy of the slide materials to be discussed at the conference call is being furnished as Exhibit 99.2, and is incorporated herein by reference and available on the Company’s website.
The information in Item 2.02 and Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits. The following exhibits are filed with this document:
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release, dated August 11, 2021, issued by Thryv Holdings, Inc. |
| 99.2 | Investor Supplement. |
SIGNATURE
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 hereunto duly authorized.
| THRYV HOLDINGS, INC. | ||
|---|---|---|
| Date: August 11, 2021 | By: | /s/ Paul D. Rouse |
| Name: Paul D. Rouse | ||
| Title: Chief Financial Officer, Executive Vice<br><br> <br>President and Treasurer |
Exhibit 99.1
Thryv Raises SaaS Revenue Guidance and Reports Second Quarter 2021 Financial Results
SaaS Revenue Grows 32% Year-Over-Year
DALLAS, August 11, 2021 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of Thryv^®^ software, the end-to-end client experience platform for growing small businesses, announced financial results for the second quarter 2021. The Company has also raised its 2021 outlook for its SaaS segment.
“During Q2, we saw strong and continued growth in our SaaS business,” said Joe Walsh, CEO and president of Thryv. “Small businesses are moving to the cloud and we are providing them the tools they need to automate and modernize their businesses. As a result of our efforts, we are seeing accelerated growth and we are raising our SaaS revenue guidance for 2021.”
“We see clients putting their faith in us as they take that leap to manage and grow their business using modern small business software. Small businesses need an end-to-end solution, not several different point solutions. Multiple solutions are expensive and are difficult to manage. Thryv provides the frictionless and simplified experience small businesses need.”
Second Quarter 2021 Financial Highlights:
| • | U.S. SaaS revenue was $41.4 million, a 32.3% increase year-over-year |
|---|---|
| • | U.S. Marketing Services revenue was $202.8 million |
| --- | --- |
| • | Thryv International Marketing Services revenue was $46.9 million, net of a $27.8 million deferred revenue purchase price accounting adjustment |
| --- | --- |
| • | Consolidated total revenue was $291.0 million |
| --- | --- |
| • | Consolidated net income was $24.4 million |
| --- | --- |
| • | Consolidated adjusted EBITDA was $96.8 million, representing an adjusted EBITDA margin of 33.2% |
| --- | --- |
| • | Consolidated gross profit was $178.4 million |
| --- | --- |
| • | Consolidated adjusted gross profit was $195.3 million |
| --- | --- |
Additional US Business Highlights
| • | SaaS ARPU increased to $323 for the second quarter of 2021, compared to $232 in the second quarter of 2020 |
|---|---|
| • | Total SaaS clients increased sequentially to 45 thousand for the second quarter of 2021 |
| --- | --- |
| • | SaaS monthly churn was 2.1% for the second quarter of 2021, compared to 3.0% for the second quarter of 2020 |
| --- | --- |
| • | Net Dollar Retention improved 18 percentage points to 92% at end of the second quarter of 2021, when compared to the second quarter of 2020 |
| --- | --- |
| • | SaaS active users and usage frequency reached new all-time high as daily and weekly active users increased 27% year-over-year |
|---|---|
| • | Thryv added to Russell 2000 Index |
| --- | --- |
Outlook:
The Company is updating guidance for fiscal year 2021 as indicated below.
| • | U.S. SaaS year over year revenue guidance is raised to 21 to 23%, from the prior increase in the mid to upper teens. |
|---|---|
| ◦ | In dollars, the guidance was raised to $157 – $160 million, up from the previously announced $151 - $158 million |
| --- | --- |
| • | U.S Marketing Services revenue range raised to $750 - $770 million, up from the previously announced $740 - $760 million |
| --- | --- |
| • | Thryv International, which reflects the acquisition of Sensis Holdings, is maintaining guidance for the remainder of the year.^(1^^)^ |
| --- | --- |
(1) Thryv International includes Sensis Pty Ltd (“Sensis”) results subsequent to the March 1, 2021 acquisition date.
These statements are forward-looking and actual results may materially differ. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause our actual results to materially differ from these forward-looking statements.
Earnings Conference Call Information
Thryv will host a conference call on Wednesday, August 11, 2021 at 8:30 a.m. (Eastern Time) to discuss the Company's second quarter 2021 results. The conference call will be available via the Internet at www.thryv.com. There will be several slides accompanying the webcast. Please go to the website at least 15 minutes prior to the call to register, download and install any necessary software. The recorded webcast will also be available on the Company's website.
If you are unable to participate in the conference call, a replay will be available. To access the replay, please dial (800) 585-8367 or (416) 621-4642 and enter “5092525.”
Final Results
Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended<br><br> <br>June 30, | Six Months Ended<br><br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenue | $ | 291,047 | $ | 303,612 | $ | 571,653 | $ | 622,182 | ||||
| Cost of services | 112,607 | 110,605 | 210,767 | 228,581 | ||||||||
| Gross profit | 178,440 | 193,007 | 360,886 | 393,601 | ||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 87,394 | 79,105 | 163,934 | 168,397 | ||||||||
| General and administrative | 33,100 | 44,194 | 74,379 | 93,756 | ||||||||
| Impairment charges | 3,611 | 18,132 | 3,611 | 18,230 | ||||||||
| Total operating expenses | 124,105 | 141,431 | 241,924 | 280,383 | ||||||||
| Operating income | 54,335 | 51,576 | 118,962 | 113,218 | ||||||||
| Other income (expense): | ||||||||||||
| Interest expense | (14,502 | ) | (13,426 | ) | (26,109 | ) | (28,206 | ) | ||||
| Interest expense, related party | (4,668 | ) | (4,586 | ) | (8,733 | ) | (9,736 | ) | ||||
| Other components of net periodic pension benefit (cost) | 272 | (936 | ) | 725 | (1,137 | ) | ||||||
| Other expense | (2,966 | ) | — | (4,059 | ) | — | ||||||
| Income before (provision) for income taxes | 32,471 | 32,628 | 80,786 | 74,139 | ||||||||
| (Provision) for income taxes | (8,112 | ) | (21,164 | ) | (19,921 | ) | (34,573 | ) | ||||
| Net income | $ | 24,359 | $ | 11,464 | $ | 60,865 | $ | 39,566 | ||||
| Net income per common share: | ||||||||||||
| Basic | $ | 0.72 | $ | 0.36 | $ | 1.82 | $ | 1.24 | ||||
| Diluted | $ | 0.66 | $ | 0.34 | $ | 1.72 | $ | 1.15 | ||||
| Weighted-average shares used in computing basic and diluted net income per common share: | ||||||||||||
| Basic | 33,622,666 | 31,435,941 | 33,367,734 | 32,007,114 | ||||||||
| Diluted | 36,687,030 | 33,803,465 | 35,352,445 | 34,414,996 |
Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 15,785 | $ | 2,406 | ||
| Accounts receivable, net of allowance of 21,450 and 33,030 | 312,457 | 296,570 | |||
| Contract assets, net of allowance of 157 and 338 | 8,415 | 10,975 | |||
| Taxes receivable | 1,890 | 9,229 | |||
| Prepaid expenses and other current assets | 36,370 | 26,172 | |||
| Indemnification asset | 25,190 | 24,346 | |||
| Total current assets | 400,107 | 369,698 | |||
| Fixed assets and capitalized software, net | 76,315 | 89,044 | |||
| Goodwill | 678,793 | 609,457 | |||
| Intangible assets, net | 123,907 | 31,777 | |||
| Deferred tax assets | 106,069 | 93,099 | |||
| Other assets | 26,944 | 21,902 | |||
| Total assets | 1,412,135 | $ | 1,214,977 | ||
| Liabilities and Stockholders' Equity | |||||
| Current liabilities | |||||
| Accounts payable | 30,024 | $ | 8,927 | ||
| Accrued liabilities | 168,602 | 139,613 | |||
| Current portion of unrecognized tax benefits | 30,615 | 30,022 | |||
| Contract liabilities | 32,233 | 18,942 | |||
| New Term Loan, current | 70,000 | — | |||
| Other current liabilities | 12,898 | 9,896 | |||
| Total current liabilities | 344,372 | 207,400 | |||
| New Term Loan, net | 365,189 | — | |||
| New Term Loan, related party | 154,697 | — | |||
| Senior Term Loan, net | — | 335,683 | |||
| Senior Term Loan, related party | — | 113,482 | |||
| ABL Facility | 58,022 | 79,238 | |||
| Leaseback obligations | — | 54,798 | |||
| Pension obligations, net | 174,217 | 190,827 | |||
| Deferred tax liabilities | 1,179 | 508 | |||
| Other liabilities | 44,756 | 36,266 | |||
| Total long-term liabilities | 798,060 | 810,802 | |||
| Commitments and contingencies | |||||
| Stockholders' equity | |||||
| Common stock - 0.01 par value, 250,000,000 shares authorized; 60,391,597, shares issued and 33,713,187 shares outstanding at June 30, 2021; and 59,590,422 shares issued and 32,912,012 shares<br> outstanding at December 31, 2020 | 604 | 596 | |||
| Additional paid-in capital | 1,076,124 | 1,059,624 | |||
| Treasury stock - 26,678,410 shares at June 30, 2021 and December 31, 2020 | (468,613 | ) | (468,613 | ) | |
| Accumulated other comprehensive income (loss) | (4,445 | ) | — | ||
| Accumulated deficit | (333,967 | ) | (394,832 | ) | |
| Total stockholders' equity | 269,703 | 196,775 | |||
| Total liabilities and stockholders' equity | 1,412,135 | $ | 1,214,977 |
All values are in US Dollars.
Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Cash Flows from Operating Activities | ||||||
| Net income | $ | 60,865 | $ | 39,566 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 49,626 | 75,429 | ||||
| Amortization of debt issuance costs | 1,930 | 534 | ||||
| Deferred income taxes | (51,439 | ) | (42,150 | ) | ||
| Provision for credit losses | 292 | 22,436 | ||||
| Provision for service credits | 8,719 | 17,197 | ||||
| Stock-based compensation expense (benefit) | 3,892 | (5,484 | ) | |||
| Other components of net periodic pension (benefit) cost | (725 | ) | 1,137 | |||
| Loss on termination of leaseback obligations | 3,409 | — | ||||
| (Gain) loss on disposal/write-off of fixed assets and capitalized software | (44 | ) | 3,491 | |||
| Impairment charges | 3,611 | 18,230 | ||||
| Non-cash (gain) loss from remeasurement of indemnification asset | (844 | ) | 4,418 | |||
| Loss on foreign currency exchange rates | 640 | — | ||||
| Other, net | (17 | ) | — | |||
| Changes in working capital items, excluding acquisitions: | ||||||
| Accounts receivable | 70,491 | (28,791 | ) | |||
| Contract assets | 2,402 | (2,050 | ) | |||
| Prepaid expenses and other assets | (7,567 | ) | 3,177 | |||
| Accounts payable and accrued liabilities | (51,133 | ) | (67,064 | ) | ||
| Accrued income taxes, net | 3,258 | 64,821 | ||||
| Operating lease liability | (2,407 | ) | (3,482 | ) | ||
| Contract liabilities | (13,157 | ) | (3,544 | ) | ||
| Net cash provided by operating activities | 81,802 | 97,871 | ||||
| Cash Flows from Investing Activities | ||||||
| Additions to fixed assets and capitalized software | (14,315 | ) | (12,975 | ) | ||
| Proceeds from the sale of building and fixed assets | 63 | 1,502 | ||||
| Acquisition of a business, net of cash acquired | (174,190 | ) | — | |||
| Net cash (used in) investing activities | (188,442 | ) | (11,473 | ) | ||
| Cash Flows from Financing Activities | ||||||
| Proceeds from New Term Loan | 418,070 | — | ||||
| Proceeds from New Term Loan, related party | 260,930 | — | ||||
| Payments of New Tern Loan | (62,089 | ) | — | |||
| Payments of New Term Loan, related party | (25,911 | ) | — | |||
| Payments of Senior Term Loan | (335,821 | ) | (45,090 | ) | ||
| Payments of Senior Term Loan, related party | (113,789 | ) | (20,300 | ) | ||
| Proceeds from ABL Facility | 545,809 | 606,455 | ||||
| Payments of ABL Facility | (567,025 | ) | (596,969 | ) | ||
| Purchase of treasury stock | — | (30,626 | ) | |||
| Other | 3,305 | (191 | ) | |||
| Net cash provided by (used in) financing activities | 123,479 | (86,721 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | (819 | ) | — | |||
| Increase (decrease) in cash and cash equivalents and restricted cash | 16,020 | (323 | ) | |||
| Cash and cash equivalents and restricted cash, beginning of period | 2,406 | 1,912 | ||||
| Cash and cash equivalents and restricted cash, end of period | $ | 18,426 | $ | 1,589 | ||
| Supplemental Information | ||||||
| Cash paid for interest | $ | 37,608 | $ | 39,671 | ||
| Cash paid for income taxes, net | $ | 38,411 | $ | 11,902 |
| Three Months Ended June 30, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Marketing<br><br> <br>Services | SaaS | Thryv<br><br> <br>International | Total | ||||||
| Revenue | $ | 202,795 | $ | 41,386 | $ | 46,866 | $ | 291,047 | |
| Segment EBITDA | 82,684 | (2,119 | ) | 16,188 | 96,753 | ||||
| Six Months Ended June 30, 2021 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Marketing<br><br> <br>Services | SaaS | Thryv<br><br> <br>International | Total | ||||||
| Revenue | $ | 430,728 | $ | 78,637 | $ | 62,288 | $ | 571,653 | |
| Segment EBITDA | 181,315 | (1,803 | ) | 22,174 | 201,686 |
Non-GAAP Measures
Our results included in this press release include Adjusted EBITDA and Adjusted Gross Profit, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables below for a reconciliation of Adjusted EBITDA to Net income, and Adjusted Gross Profit to gross profit. Both Net income and Gross profit are the most comparable GAAP financial measure to Adjusted EBITDA and Adjusted Gross Profit, respectively.
We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Reconciliation of Adjusted EBITDA | ||||||||||||
| Net income | $ | 24,359 | $ | 11,464 | $ | 60,865 | $ | 39,566 | ||||
| Interest expense | 19,170 | 18,012 | 34,842 | 37,942 | ||||||||
| Provision for income taxes | 8,112 | 21,164 | 19,921 | 34,573 | ||||||||
| Depreciation and amortization expense | 29,908 | 37,606 | 49,626 | 75,429 | ||||||||
| Loss on termination of leaseback obligations | 3,110 | — | 3,409 | — | ||||||||
| Restructuring and integration expenses ^(1)^ | 3,489 | 7,347 | 12,723 | 17,192 | ||||||||
| Transaction costs ^(2)^ | 5,440 | 3,232 | 15,986 | 9,766 | ||||||||
| Stock-based compensation expense (benefit) ^(3)^ | 1,921 | 580 | 3,892 | (5,484 | ) | |||||||
| Other components of net periodic pension (benefit) cost ^(4)^ | (272 | ) | 936 | (725 | ) | 1,137 | ||||||
| Non-cash (gain) loss from remeasurement of indemnification asset ^(5)^ | (844 | ) | 617 | (844 | ) | 4,418 | ||||||
| Impairment charges | 3,611 | 18,132 | 3,611 | 18,230 | ||||||||
| Other ^(6)^ | (1,251 | ) | (955 | ) | (1,620 | ) | (1,855 | ) | ||||
| Adjusted EBITDA | $ | 96,753 | $ | 118,135 | $ | 201,686 | $ | 230,914 | ||||
| ^(1)^ | For the three and six months ended June 30, 2021 and 2020, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, loss on disposal of fixed assets and capitalized software, and costs<br> associated with abandoned facilities and system consolidation. | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | Expenses related to the Company's direct listing, Sensis acquisition and other transaction costs. | |||||||||||
| --- | --- | |||||||||||
| ^(3)^ | Company records stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards. Additionally, stock-based compensation expense includes the remeasurement of these<br> awards at each period end, prior to October 1, 2020. | |||||||||||
| --- | --- | |||||||||||
| ^(4)^ | 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. The most significant component of other components of net periodic<br> pension cost relates to the mark to market pension remeasurement. | |||||||||||
| --- | --- | |||||||||||
| ^(5)^ | In connection with the YP Acquisition, the seller provided the Company indemnity for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the Acquisition Date. | |||||||||||
| --- | --- |
| ^(6)^ | Other primarily includes expenses related to potential non income-based tax liabilities. Additionally, during the three and six months ended June 30, 2021, other includes foreign exchange related expense. |
|---|
The following is a reconciliation of Adjusted Gross Profit, to its most directly comparable GAAP measure, Gross profit (in thousands):
| Three Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Reconciliation of Adjusted Gross Profit | ||||||
| Gross profit | $ | 178,440 | $ | 193,007 | ||
| Plus: | ||||||
| Depreciation and amortization expense | 16,817 | 18,632 | ||||
| Stock-based compensation expense | 83 | 70 | ||||
| Adjusted gross profit | $ | 195,340 | $ | 211,709 | ||
| Gross margin | 61.3 | % | 63.6 | % | ||
| Adjusted gross margin | 67.1 | % | 69.7 | % | ||
| Six Months Ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | |||||
| Reconciliation of Adjusted Gross Profit | ||||||
| Gross profit | $ | 360,886 | $ | 393,601 | ||
| Plus: | ||||||
| Depreciation and amortization expense | 28,061 | 36,987 | ||||
| Stock-based compensation expense (benefit) | 164 | (246 | ) | |||
| Adjusted gross profit | $ | 389,111 | $ | 430,342 | ||
| Gross margin | 63.1 | % | 63.3 | % | ||
| Adjusted gross margin | 68.1 | % | 69.2 | % |
Forward-Looking Statements
Some statements included in this release constitute forward-looking statements. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “project”, “outlook”, “future”, “forward”, “guidance” and similar statements of a future or forward-looking nature identify forward-looking statements. These statements are not guarantees of future performance. Forward-looking statements provide current expectations with respect to our financial performance and future events with respect to our business and industry in general. Forward-looking statements are based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: risks related to the ongoing COVID-19 pandemic, the Company’s ability to maintain adequate liquidity to fund operations; the Company’s future operating and financial performance; the Company’s ability to consummate acquisitions, or, if consummated, to successfully integrate acquired businesses into the Company’s operations, the Company’s ability to recognize the benefits of acquisitions, or the failure of an acquired company to achieve its plans and objectives; limitations on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit facilities; our ability to retain existing business and obtain and retain new business; general economic or business conditions affecting the markets we serve; declining use of print yellow page directories by consumers; our ability to collect trade receivables from clients to whom we extend credit; credit risk associated with our reliance on small and medium sized businesses as clients; our ability to attract and retain key managers; increased competition in our markets; our ability to obtain future financing due to changes in the lending markets or our financial position; our ability to maintain agreements with major Internet search and local media companies; reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue; and our ability to anticipate or respond effectively to changes in technology and consumer preferences. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such cautionary statements.
If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. For these reasons, we caution you against relying on forward-looking statements. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. These forward-looking statements speak only as of the date hereof and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Thryv Holdings, Inc.
Thryv Holdings, Inc. owns the easy-to-use Thryv® end-to-end customer experience software built for growing small to medium sized businesses (SMBs) that helps over 40,000 SaaS clients with the daily demands of running a business. With Thryv®, SMBs can get the job, manage the job and get credit. Thryv’s award-winning platform provides modernized business functions, allowing SMBs to reach more customers, stay organized, get paid faster and generate reviews. These functions include building a digital customer database, automated marketing through email and text, updating business listings across the internet, scheduling online appointments, sending notifications and reminders, managing ratings and reviews, generating estimates and invoices, and processing payments.
Thryv supports franchise operators and multi-location business owners with Hub by Thryv™, a software console that enables businesses managers to oversee their operations using the Thryv® software.
Thryv also connects local businesses to consumer services through our search, display and social media management products, our print directories featuring The Real Yellow Pages® tagline, and our local search portals, which operate under the DexKnows.com®, Superpages.com® and Yellowpages.com URLs and reach some 35 million monthly visitors. For more information about the company, visit thryv.com.
Thryv delivers business services to more than 400,000 SMBs worldwide that enable these SMBs to compete and win in today’s economy.
On March 1, 2021, Thryv announced it closed the acquisition of Sensis, Australia’s leading digital, marketing and directory services provider, which helps Australians connect and engage through its leading platforms, digital consumer businesses (Yellow, White Pages, True Local and Whereis), search engine marketing and optimization services, website products, social, data and mapping solutions, and through its digital agency Found. Sensis is also Australia’s largest print directory publisher including the Yellow and White Pages.
Headquartered in Melbourne, Sensis has a sales presence in all states and territories across Australia.
Media Contact:
Paige Blankenship
Thryv, Inc.
972.453.3012
paige.blankenship@thryv.com
Investor Contacts:
Cameron Lessard
Thryv, Inc.
214.773.7022
cameron.lessard@thryv.com
KJ Christopher
Thryv, Inc.
972.453.7068
kj.christopher@thryv.com
Exhibit 99.2
Investor SupplementSecond Quarter 2021
Safe Harbor This Presentation may include certain forward-looking statements, including, 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 can be identified by words such as ‘‘anticipates,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘seeks,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘expects,’’ and similar references to future periods, or by the inclusion of forecasts or projections. 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 and risks (some of which are beyond our control) and changes in circumstances or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of any such changes, new information, subsequent events or otherwise.Market data and industry information used throughout this Presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources. All of the market data and industry information used in this Presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation to take (or refrain from taking) any particular action. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein.In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release and the accompanying tables contain, and the conference call will contain, non-GAAP financial measures. We present non-GAAP measures including: adjusted EBITDA, and adjusted EBITDA margin. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables for reconciliations of the non-GAAP financial measures used in this press release to the most comparable GAAP financial measures.We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. 2
2nd Quarter SaaS Highlights 3 Accelerating GrowthRevenue +32% YoY Thryv Added to Russell 2000Annual Reconstitution June 2021 Record Low Monthly Churn2.1% (-90bps YoY) Customer Value IncreasingARPU +39% YoY Net Dollar Retention+18 percentage point improvement YoY Note: Results U.S. Only RecognitionG2 & Capterra AccoladesSaaS Awards FinalistSelling Power’s Best Companies to Sell For
2nd Quarter Financial Highlights 4 Key Highlights:Q2 SaaS revenue accelerated to +32% YoY Results continue to build on our market leadership and the momentum we’re experiencing from SMBs prioritizing digital transformationAccelerating penetration within new customer acquisition channelsClient retention at record levels due to deepening engagement Net of $27.8 million deferred revenue purchase price accounting adjustment for Q2’21
SaaS 2nd Quarter Financial Highlights 5 Thryv SaaS continues to operate from a position of strength with revenue acceleration SMBs continue to realize the advantage of managing their business on one end-to-end platform Inevitably for SMBs to move to the cloud is clear. Thryv well positioned to meet the moment Note: Results reflect U.S. SaaS segment only
Marketing Services 2nd Quarter Financial Highlights 6 Gradual structural change in market driving predictable declines Current industry has significant runway left with sales canvass process allowing for strong visibility into future revenuesPrint remains strong within target demo (55+, suburban, homeowners)7+ billion references to directories representing over 90% of industry total (3.3b print, 4.4b online)Highly variable cost structure to maintain strong EBITDA margins for many years Source of low CAC for conversion into Thryv SaaS platform Note: Results reflect U.S. Marketing Services segment only
Historical Segment Billings 7 Marketing Services billings rate of decline has stayed very consistent over time and has shown improvementMost print directories are published on a 15-month cycle and billed ratably ensuring a predictable stream of cash inflowManagement considers billings a useful operational metric for the business Note: Results reflect U.S. Marketing Services and SaaS segments only
SaaS Metrics 8 Note: Results reflect U.S. SaaS segment only
Engagement 9 30.2 +27% YoY Highlights:SaaS active users and usage frequency reached new all-time high as daily and weekly active users increased 27% year-over-yearIncrease in user frequency a strong demonstration of the improved onboarding process and breadth of the Thryv platformEngagement efforts are built on a perpetually improving, award winning software platform Note: Results reflect U.S. SaaS segment only 26.6
10 Thryv Continues to Receive Recognition Within Industry
ThryvPay Update 11 Continued Strength in Adoption~$30M TPV YTDLifetime Avg Transaction Size mid-$400 Requesting payments with Thryv digital invoices reduces frictionClients paid faster;Next day funds Minimizes late or missed paymentsThru scheduled pay, installment, and membership plans Now most popular payment option within the ThryvCustomers use ThrvyPay >50% of the time Note: Results reflect U.S. SaaS segment only
Updated FY 2021 Outlook 12 FY 2021 Management Commentary U.S. SaaS Revenue $157 to $160 million Raising previous annual guidance of $151 to $153 million U.S. Marketing Services Revenue $750 to $770 million Raising previous annual guidance of $740 to $760 million Q3: $190 to $195 millionQ4: $139 to $146 million Thryv International1 All amounts in AUD Q1: A$20 million actual (1 month of ownership)Q2: A$61 million actualQ3: A$35 to $40 million rangeQ4: A$50 to $57 million range Net of A$13 million and A$36 million deferred revenue purchase price accounting adjustment for Q1’21 and Q2’21, respectively.
13 Engagement Continue to educate clients on features and how to leverage capabilities within platform.Expand app marketplace and drive time in-app. Drive Cloud Adoption In SMB MarketAggressively sell Thryv via new channels as business environment recovers.Convert “unclouded”.Efficiently and effectively onboard clients. Sensis Integration & SaaS Launch Connect businessesPenetrate existing Sensis clients Sign-up new clients Capital AllocationProactively and thoughtfully pay down debt. 2021 Priorities On Track
14 Appendix
Appendix: Non-GAAP Financial Reconciliation 15