thryv-20230223
0001556739FALSE00015567392023-02-232023-02-23

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): February 23, 2023

THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3589513-2740040
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2200 West Airfield Drive, P.O. Box 619810
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)
Name of each exchange on which
registered
Common Stock, $0.01 par valueTHRY
The Nasdaq Stock Market LLC

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 February 23, 2023, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2022. 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 February 23, 2023. A copy of the investor presentation 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.

Exhibit NumberDescription
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: February 23, 2023
By:/s/ Paul D. Rouse
Name: Paul D. Rouse
Title: Chief Financial Officer, Executive Vice President and Treasurer



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Exhibit 99.1


Thryv Grows SaaS Revenue 25% Year-Over-Year in Fourth Quarter 2022

Company exceeds all guidance metrics
Fourth quarter total SaaS clients increased 13% and SaaS monthly active users increased 37% year-over-year

DALLAS, February 23, 2023 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of the leading small business software platform, Thryv®, announced that it grew its SaaS revenue 25% year-over-year in the fourth quarter of 2022.

“We delivered strong fourth quarter results, closing out a record year at Thryv, said Joe Walsh, Thryv Chairman and CEO. “We exceeded all of our guidance metrics – reporting strong SaaS revenue growth, improving SaaS Adjusted EBITDA and increasing marketing services revenue. Our key SaaS metrics, subscribers and ARPU, grew double digits year-over-year as a result of our focus on innovation and execution. Our software platform is driving time to first value for clients. We hear from clients they want to reduce friction by consolidating their multiple point solutions and logins. With our all-in-one cloud based platform, SMBs have one login and one dashboard to gain greater business efficiency.

“As we begin 2023, we are focused on our strategic initiatives - increasing engagement and usage - because these lead to increased renewal and spend," Walsh continued. "In support of our goal of driving engagement, we recently announced the move to a multiple-center platform. By offering multiple centers, we can solve additional problems small to medium businesses (SMBs) face.”

Marketing Center, Thryv's newest center, delivers the tools an SMB needs to market and grow their business. The solution offers improved online presence, a suite of marketing tools, search, social, display and connected TV advertising. In the future, additional centers will be launching enabling SMBs to address additional problems.

“I am confident that in 2023, we will sustain durable SaaS revenue growth and will continue to generate strong EBITDA margins from a consolidated standpoint,” said Paul Rouse, Chief Financial Officer. “Given the strength of our product offering, size of our customer base and revenue diversification, market demand has remained strong.”

Fourth Quarter 2022 Financial Highlights:

Revenue
Total SaaS1 revenue was $59.3 million, a 24.9% increase year-over-year
Total Marketing Services2 revenue was $220.1 million, an 11.7% increase year-over-year
Consolidated total revenue was $279.4 million, an increase of 14.3% year-over-year
1 Total SaaS revenue in the U.S. and International segments was $57.9 million and $1.4 million for the three months ended December 31, 2022, respectively.
2 Total Marketing Services revenue in the U.S. and International segments was $187.8 million and $32.3 million for the three months ended December 31, 2022, respectively.


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Consolidated net loss was $50.4 million, or $(1.47) per diluted share, which includes a non-cash charge of $102.0 million, or $2.98 per diluted share, related to goodwill impairment; compared to net income of $5.1 million, or $0.13 per diluted share, for the fourth quarter of 2021
Consolidated Adjusted EBITDA was $68.2 million, representing an Adjusted EBITDA margin of 24.4%
Total SaaS Adjusted EBITDA loss was $2.2 million
Total Marketing Services Adjusted EBITDA was $70.4 million, representing an Adjusted EBITDA margin of 32.0%
Consolidated Gross Profit was $178.9 million, an increase of 18.2% year-over-year
Consolidated Adjusted Gross Profit was $188.6 million
SaaS Gross Profit was $35.7 million, representing a Gross Profit Margin of 60.2%
SaaS Adjusted Gross Profit was $37.3 million, representing an Adjusted Gross Profit Margin of 62.8%

Full-Year 2022 Financial Highlights
Total SaaS revenue was $216.3 million, a 26.5% increase year-over-year
Total Marketing Services revenue was $986.0 million, an 4.6% increase year-over-year
Consolidated total revenue was $1,202.4 million, an increase of 8.0% year-over-year
Consolidated net income was $54.3 million, or $1.49 per diluted share, which includes a non-cash charge of $102.0 million related to goodwill impairment; compared to net income of $101.6 million, or $2.78 per diluted share, for the same period last year
Consolidated Adjusted EBITDA was $333.3 million, representing an Adjusted EBITDA margin of 27.7%
Total SaaS Adjusted EBITDA loss was $13.4 million
Total Marketing Services Adjusted EBITDA was $346.7 million, representing an Adjusted EBITDA margin of 35.2%
Consolidated Gross Profit was $780.4 million, an increase of 11% year-over-year
Consolidated Adjusted Gross Profit was $819.2 million
SaaS Gross Profit was $132.3 million, representing a Gross Profit Margin of 61.2%
SaaS Adjusted Gross Profit was $137.6 million, representing an Adjusted Gross Profit Margin of 63.6%
SaaS Metrics
SaaS monthly Average Revenue per Unit (“ARPU”)3 increased to $387 for the fourth quarter of 2022, compared to $351 in the fourth quarter of 2021
Total SaaS clients increased 13% year-over-year to 52 thousand for the fourth quarter of 2022
Seasoned Net Dollar Retention4 was 91% at the end of the fourth quarter of 2022
SaaS monthly active users5 increased 37% year-over-year to 41 thousand active users for the fourth quarter of 2022
ThryvPay total payment volume increased 114% year-over-year

3 Defined as total client billings by month divided by the number of clients that have revenue-generating solutions during the month.
4 Seasoned Net Dollar Retention is defined as net dollar retention excluding clients acquired over the previous 12 months.
5 Defined as a client with one or more users who log into our SaaS solutions at least once during the calendar month.


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Outlook
Based on information available as of February 23, 2023, Thryv is issuing guidance6 for the full year 2023 as indicated below:

1st QuarterFull Year
(in millions)20232023
SaaS Revenue
$59.5 - $60.0
$257 to $259
SaaS Adjusted EBITDA
($2.0 - $3.0)
Turns Profitable

1st Quarter2nd Quarter3rd Quarter4th QuarterFull Year
(in millions)20232023202320232023
Marketing Services Revenue
$176 - $180
$182 - $186$112 - $115$165 - $168
$635 - $649
Marketing Services Adjusted EBITDA
$185 - $187



Earnings Conference Call Information
Thryv will host a conference call on Thursday, February 23, 2023 at 8:30 a.m. (Eastern Time) to discuss the Company's fourth quarter 2022 results.

For analysts to register for this conference call, please use this link. To listen to the webcast, please use this link or visit Thryv's Investor Relations website at investor.thryv.com. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. We recommend registering a day in advance or at a minimum thirty minutes prior to the start of the call. A live webcast will also be available on the Investor Relations section of the Company's website at investor.thryv.com.

If you are unable to participate in the conference call, a replay will be available. To access the replay, please dial (800) 770-2030 or (647) 362-9199 and enter “87769.”


6 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.


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Final Results

Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months EndedYears Ended
December 31,December 31,
(in thousands, except share and per share data)2022202120222021
Revenue$279,368 $244,439 $1,202,388 $1,113,382 
Cost of services 100,463 93,109 422,006 408,043 
Gross profit178,905 151,330 780,382 705,339 
Operating expenses:
Sales and marketing86,773 99,536 362,432 357,813 
General and administrative56,892 46,540 216,406 153,902 
Impairment charges102,000 — 102,222 3,611 
Total operating expenses245,665 146,076 681,060 515,326 
Operating (loss) income(66,760)5,254 99,322 190,013 
Other income (expense):
Interest expense(16,318)(10,708)(56,902)(48,867)
Interest expense, related party— (4,278)(3,505)(17,507)
Other components of net periodic pension benefit39,317 13,831 44,612 14,829 
Other income (expense)(119)15,448 (4,154)
(Loss) income before income tax (expense) benefit(43,880)4,102 98,975 134,314 
Income tax (expense) benefit(6,565)986 (44,627)(32,737)
Net (loss) income$(50,445)$5,088 $54,348 $101,577 
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax4,397 498 (8,214)(8,047)
Comprehensive (loss) income$(46,048)$5,586 $46,134 $93,530 
Net (loss) income per common share:
Basic$(1.47)$0.15 $1.58 $3.02 
Diluted$(1.47)$0.13 $1.49 $2.78 
Weighted-average shares used in computing basic and diluted net (loss) income per common share:
Basic34,270,520 34,006,358 34,336,493 33,607,446 
Diluted34,270,520 37,983,847 36,506,095 36,495,746 




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Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)December 31, 2022December 31, 2021
Assets
Current assets
Cash and cash equivalents$16,031 $11,262 
Accounts receivable, net of allowance of $14,766 in 2022 and $17,387 in 2021
284,698 279,053 
Contract assets, net of allowance of $33 in 2022 and $88 in 2021
2,583 5,259 
Taxes receivable11,553 14,711 
Prepaid expenses25,092 22,418 
Indemnification asset26,495 24,346 
Other current assets11,864 13,596 
Total current assets378,316 370,645 
Fixed assets and capitalized software, net42,334 50,938 
Goodwill566,004 671,886 
Intangible assets, net34,715 82,577 
Deferred tax assets113,859 90,565 
Other assets42,649 33,891 
Total assets$1,177,877 $1,300,502 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable$18,972 $8,610 
Accrued liabilities126,810 131,813 
Current portion of unrecognized tax benefits31,919 29,771 
Contract liabilities41,854 51,726 
Current portion of long-term debt70,000 70,000 
Other current liabilities10,937 15,214 
Total current liabilities300,492 307,134 
Term Loan, net345,256 309,672 
Term Loan, related party— 142,875 
ABL Facility54,554 39,929 
Pension obligations, net72,590 140,167 
Deferred tax liabilities513 10,798 
Other liabilities22,205 35,212 
Total long-term liabilities495,118 678,653 
Commitments and contingencies
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 61,279,379 shares issued and 34,593,837 shares outstanding at December 31, 2022; and 60,830,853 shares issued and 34,145,311 shares outstanding at December 31, 2021
613 608 
Additional paid-in capital1,105,701 1,084,288 
Treasury stock - 26,685,542 shares at December 31, 2022 and December 31, 2021
(468,879)(468,879)
Accumulated other comprehensive income (loss)(16,261)(8,047)
Accumulated deficit(238,907)(293,255)
Total stockholders' equity382,267 314,715 
Total liabilities and stockholders' equity$1,177,877 $1,300,502 


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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31,
(in thousands)20222021
Cash Flows from Operating Activities
Net income$54,348 $101,577 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization88,392 105,473 
Amortization of debt issuance costs5,749 4,919 
Deferred income taxes(15,119)(20,438)
Provision for credit losses and service credits25,971 19,394 
Stock-based compensation expense14,628 8,094 
Other components of net periodic pension (benefit)(44,612)(14,829)
Impairment charges102,222 3,611 
(Gain) loss on foreign currency exchange rates(1,591)745 
Bargain purchase gain(10,883)— 
Other(2,866)(2,569)
Changes in working capital items, excluding acquisitions:
Accounts receivable(5,242)74,368 
Contract assets2,764 5,628 
Prepaid expenses and other assets2,518 6,084 
Accounts payable and accrued liabilities(41,105)(125,883)
Other liabilities(26,601)4,397 
Net cash provided by operating activities148,573 170,571 
Cash Flows from Investing Activities
Additions to fixed assets and capitalized software(29,233)(26,849)
Proceeds from the sale of fixed assets— 6,836 
Acquisition of a business, net of cash acquired(22,793)(175,370)
Other— (1,192)
Net cash (used in) investing activities(52,026)(196,575)
Cash Flows from Financing Activities
Proceeds from Term Loan— 418,070 
Proceeds from Term Loan, related party— 260,930 
Payments of Term Loan(104,165)(110,215)
Payments of Term Loan, related party(8,347)(47,785)
Payments of Senior Term Loan— (335,821)
Payments of Senior Term Loan, related party— (113,789)
Proceeds from ABL Facility976,296 1,046,249 
Payments of ABL Facility(961,670)(1,085,558)
Proceeds from exercises of stock options and stock warrants6,789 20,967 
Other— (13,960)
Net cash (used in) provided by financing activities(91,097)39,088 
Effect of exchange rate changes on cash and cash equivalents(827)(1,933)
Increase in cash and cash equivalents and restricted cash4,623 11,151 
Cash and cash equivalents and restricted cash, beginning of period13,557 2,406 
Cash and cash equivalents and restricted cash, end of period$18,180 $13,557 
Supplemental Information
Cash paid for interest$57,084 $66,737 
Cash paid for income taxes, net$58,259 $63,893 


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The following tables summarize the operating results of the Company's reportable segments:

Three Months Ended December 31,Change
(in thousands of $)20222021Amount%
Revenue
Thryv U.S. (1)
Marketing Services$187,755 $153,555 $34,200 22.3 %
SaaS57,938 47,061 10,877 23.1 %
Thryv International (2)
Marketing Services32,295 43,409 (11,114)(25.6)%
SaaS1,380 414 966 NM
Consolidated Revenue$279,368 $244,439 $34,929 14.3 %
Segment Gross Profit
Thryv U.S. (1)
Marketing Services$124,413 $97,622 $26,791 27.4 %
SaaS34,944 28,710 6,234 21.7 %
Thryv International (2)
Marketing Services18,802 25,006 (6,204)(24.8)%
SaaS746 (8)754 NM
Consolidated Segment Gross Profit$178,905 $151,330 $27,575 18.2 %
Segment EBITDA
Thryv U.S. (1)
Marketing Services$59,758 $40,684 $19,074 46.9 %
SaaS83 (6,693)6,776 101.2 %
Thryv International (2)
Marketing Services10,657 16,968 (6,311)(37.2)%
SaaS(2,305)(4,481)2,176 (48.6)%
Consolidated Adjusted EBITDA$68,193 $46,478 $21,715 46.7 %

(1)    Thryv U.S. includes Vivial results of operations subsequent to the January 21, 2022 acquisition date.
(2)    Thryv International includes Thryv Australia results of operations subsequent to the March 1, 2021 acquisition date.


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Years Ended December 31,Change
(in thousands of $)20222021Amount%
Revenue
Thryv U.S. (1)
Marketing Services$820,032 $797,493 $22,539 2.8 %
SaaS211,801 170,498 41,303 24.2 %
Thryv International (2)
Marketing Services166,010 144,837 21,173 14.6 %
SaaS4,545 554 3,991 NM
Consolidated Revenue$1,202,388 $1,113,382 $89,006 8.0 %
Segment Gross Profit
Thryv U.S. (1)
Marketing Services$539,543 $539,866 $(323)(0.1)%
SaaS130,272 104,944 25,328 24.1 %
Thryv International (2)
Marketing Services108,496 60,761 47,735 78.6 %
SaaS2,071 (232)2,303 NM
Consolidated Segment Gross Profit$780,382 $705,339 $75,043 10.6 %
Segment EBITDA
Thryv U.S. (1)
Marketing Services$271,629 $318,230 $(46,601)(14.6)%
SaaS(3,686)(14,004)10,318 73.7 %
Thryv International (2)
Marketing Services75,106 53,150 21,956 41.3 %
SaaS(9,707)(6,853)(2,854)41.6 %
Consolidated Adjusted EBITDA$333,342 $350,523 $(17,181)(4.9)%

(1)    Thryv U.S. includes Vivial results subsequent to the January 21, 2022 acquisition date.
(2)    Thryv International includes Thryv Australia results subsequent to the March 1, 2021 acquisition date.



Non-GAAP Measures
Our results included in this press release include Adjusted EBITDA, Adjusted EBITDA margin 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. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue.



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We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance 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 additional tools 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:
Three Months Ended December 31,Years Ended December 31,
(in thousands)2022202120222021
Reconciliation of Adjusted EBITDA
Net (loss) income$(50,445)$5,088 $54,348 $101,577 
Impairment charges 102,000 — 102,222 3,611 
Depreciation and amortization expense22,438 24,798 88,392 105,473 
Interest expense16,318 14,986 60,407 66,374 
Income tax expense (benefit)6,565 (986)44,627 32,737 
Restructuring and integration expenses (1)
3,365 3,109 17,804 18,145 
Stock-based compensation expense (2)
4,488 1,862 14,628 8,094 
Transaction costs (3)
1,322 5,086 6,119 25,059 
Other components of net periodic pension (benefit) (4)
(39,317)(13,831)(44,612)(14,829)
Non-cash (gain) loss from remeasurement of indemnification asset (5)
(676)1,247 (2,148)(1)
Other (6)
2,135 5,119 (8,445)4,283 
Adjusted EBITDA$68,193 $46,478 $333,342 $350,523 
(1)For the years ended December 31, 2022 and 2021, 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 associated with abandoned facilities and system consolidation.
(2)We record stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards.
(3)Expenses related to the Thryv Australia and Vivial acquisitions and other transaction costs.
(4)Other components of net periodic pension (benefit) 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 pension (benefit) relates to the mark-to-market pension remeasurement.
(5)In connection with the YP Acquisition, the seller indemnified us 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)During the year ended December 31, 2022, Other primarily represents the bargain purchase gain as a result of the Vivial Acquisition, partially offset by foreign exchange-related expense. During the years ended December 31, 2021 and 2020, Other primarily includes expenses related to potential non-income based tax liabilities and foreign exchange-related expense.



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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 December 31, 2022
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$124,413 $34,944 $18,802 $746 $178,905 
Plus:
Depreciation and amortization expense4,419 1,379 3,614 168 9,580 
Stock-based compensation expense 81 26 — — 107 
Adjusted Gross Profit$128,913 $36,349 $22,416 $914 $188,592 
Gross Margin66.3 %60.3 %58.2 %54.1 %64.0 %
Adjusted Gross Margin68.7 %62.7 %69.4 %66.2 %67.5 %
Three Months Ended December 31, 2021
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$97,622 $28,710 $25,006 $(8)$151,330 
Plus:
Depreciation and amortization expense3,493 1,102 5,594 53 10,242 
Stock-based compensation expense 44 16 — — 60 
Adjusted Gross Profit$101,159 $29,828 $30,600 $45 $161,632 
Gross Margin63.6 %61.0 %57.6 %(1.9)%61.9 %
Adjusted Gross Margin65.9 %63.4 %70.5 %10.9 %66.1 %


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Year Ended December 31, 2022
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$539,543 $130,272 $108,496 $2,071 $780,382 
Plus:
Depreciation and amortization expense17,800 4,657 15,385 505 38,347 
Stock-based compensation expense 332 89 — — 421 
Adjusted Gross Profit$557,675 $135,018 $123,881 $2,576 $819,150 
Gross Margin65.8 %61.5 %65.4 %45.6 %64.9 %
Adjusted Gross Margin68.0 %63.7 %74.6 %56.7 %68.1 %

Year Ended December 31, 2021
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$539,866 $104,944 $60,761 $(232)$705,339 
Plus:
Depreciation and amortization expense16,978 3,700 32,463 92 53,233 
Stock-based compensation expense 309 71 — — 380 
Adjusted Gross Profit$557,153 $108,715 $93,224 $(140)$758,952 
Gross Margin67.7 %61.6 %42.0 %(41.9)%63.4 %
Adjusted Gross Margin69.9 %63.8 %64.4 %(25.3)%68.2 %


Supplemental Financial Information
The following supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses in the U.S., International and in Total and (ii) SaaS businesses in the U.S., International and in Total. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial 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 these non-GAAP financial measures to the corresponding segment financial measures presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance 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 additional tools for investors to use in comparing our core financial performance over multiple periods.


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Three Months Ended December 31, 2022
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$187,755 $32,295 $220,050 $57,938 $1,380 $59,318 
Adjusted EBITDA59,758 10,657 70,415 83 (2,305)(2,222)
Adjusted EBITDA Margin31.8 %33.0 %32.0 %0.1 %(167.0)%(3.7)%

Three Months Ended December 31, 2021
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$153,555 $43,409 $196,964 $47,061 $414 $47,475 
Adjusted EBITDA40,684 16,968 57,652 (6,693)(4,481)(11,174)
Adjusted EBITDA Margin26.5 %39.1 %29.3 %(14.2)%NM(23.5)%

Year Ended December 31, 2022
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$820,032 $166,010 $986,042 $211,801 $4,545 $216,346 
Adjusted EBITDA271,629 75,106 346,735 (3,686)(9,707)(13,393)
Adjusted EBITDA Margin33.1 %45.2 %35.2 %(1.7)%(213.6)%(6.2)%

Year Ended December 31, 2021
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$797,493 $144,837 $942,330 $170,498 $554 $171,052 
Adjusted EBITDA318,230 53,150 371,380 (14,004)(6,853)(20,857)
Adjusted EBITDA Margin39.9 %36.7 %39.4 %(8.2)%NM(12.2)%


Forward-Looking Statements
Certain statements contained herein are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “target”, “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. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. 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


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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 as well as the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on From 10-Q filed with the Securities and Exchange Commission. 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. (NASDAQ: THRY) is a global software and marketing services company that empowers small- to medium-sized businesses (“SMBs”) to grow and modernize their operations so they can compete and win in today's economy. Over 50,000 businesses use our award-winning SaaS platform, Thryv®, to manage their end-to-end operations, which has helped businesses across the U.S. and overseas grow their bottom line. Thryv also manages digital and print presence for approximately 390,000 businesses, connecting these SMBs to local consumers via proprietary local search portals and print directories. For more information about Thryv Holdings, Inc, visit thryv.com.

Media Contact:
Paige Blankenship
Thryv, Inc.
214-392-9609
[email protected]




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Investor Contact:  
Cameron Lessard 
Thryv, Inc.
214.773.7022 
[email protected]  
  
 


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Exhibit 99.2 4th QUARTER and FY 2022 INVESTOR PRESENTATION


 
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23 Q4 2022


 
24 4th QUARTER and FY HIGHLIGHTS Note: Vivial contributed $89 million in reported revenue for the full year 2022. 4th Quarter Full Year $ in thousands 2022 2021 YoY% 2022 2021 YoY% Total SaaS Revenue $59,318 $47,475 24.9% $216,346 $171,052 26.5% Adjusted EBIDTA (2,222) (11,174) (13,393) (20,857) Adjusted EBIDTA Margin (3.7)% (23.5)% (6.2)% (12.2)% Total Marketing Services Revenue $220,050 $196,964 11.7% $986,042 $942,330 4.6% Adjusted EBIDTA 70,415 57,652 $346,735 $371,380 Adjusted EBIDTA Margin 32.0% 29.3% 35.2% 39.4% Consolidated Revenue $279,368 $244,439 14.3% $1,202,388 $1,113,382 8.0% Adjusted EBIDTA 68,193 46,478 333,342 350,523 Adjusted EBIDTA Margin 24.4% 19.0% 27.7% 31.5%


 
25 FINANCIAL REVIEW SAAS HIGHLIGHTS +25% YoY +13% YoY +10% YoY +114% YoY Revenue Growth Growing Subscribers ARPU Expansion ThryvPay TPV


 
26 Q4 2022 SEASONED NET DOLLAR RETENTION (NDR) 41K 91% MONTHLY ACTIVE USER (MAU) +37% YoY


 
27 Note: Excludes Vivial Holdings Q4-22 Q4-21 Marketing Services Billings (millions) $192.8 $230.9 YoY % (17%) (22%) FINANCIAL REVIEW TOTAL MARKETING SERVICES


 
28 $200M FINANCIAL REVIEW TOTAL MARKETING SERVICES High Sustained Adjusted EBITDA Margins 2022 2021 2020 2019 2018 2017 Marketing Services Adjusted EBITDA Margin Marketing Services Revenue $986M $942M $980M $1,293M $1,660M $1,243M 35% 39% 37% 36% 36% 39%


 
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30 Q1 and FY 2023 OUTLOOK Company Provides Guidance For FY23 for SaaS and Marketing Services Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY 2023 MANAGEMENT COMMENTARY TOTAL MARKETING SERVICES REVENUE $176 to $180 $182 to $186 $112 to $115 $165 to $168 $635 to $649 • Transition from 15 to 18 month print cycle creates a revenue recognition gap in Q3-23 according to accounting policy; has no impact on billings and free cash flow Adjusted EBITDA $185 to $187 • FY23 EBITDA margin impacted by timing of print revenue recognition; will normalize in FY24 (in millions, USD) Q1 2023 FY 2023 MANAGEMENT COMMENTARY TOTAL SAAS REVENUE $59.5 to $60.0 $257 to $259 • Company expects growth of 19% to 20% Adjusted EBITDA $(2.0) to $(3.0) Loss Turns Profitable • Company expects continued profitable U.S. SaaS with strategic growth investments in international markets


 
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32 APPENDIX SEGMENT RESULTS Years Ended December 31, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 820,032 $ 211,801 $ 166,010 $ 4,545 $ 1,202,388 Segment Gross Profit 539,543 130,272 108,496 2,071 780,382 Segment Adjusted EBITDA 271,629 (3,686) 75,106 (9,707) 333,342 Years Ended December 31, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 797,493 $ 170,498 $ 144,837 $ 554 $ 1,113,382 Segment Gross Profit 539,866 104,944 60,761 (232) 705,339 Segment Adjusted EBITDA 318,230 (14,004) 53,150 (6,853) 350,523 Three Months Ended December 31, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 153,555 $ 47,061 $ 43,409 $ 414 $ 244,439 Segment Gross Profit 97,622 28,710 25,006 (8) 151,330 Segment Adjusted EBITDA 40,684 (6,693) 16,968 (4,481) 46,478 Three Months Ended December 31, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 187,755 $ 57,938 $ 32,295 $ 1,380 $ 279,368 Segment Gross Profit 124,413 34,944 18,802 746 178,905 Segment Adjusted EBITDA 59,758 83 10,657 (2,305) 68,193


 
33 $ IN THOUSANDS Q1-21 Q2-21 Q3-21 Q4-21 FY21 Q1-22 Q2-22 Q3-22 Q4-22 FY22 Net Income $ 36,506 $ 24,359 $ 35,624 $ 5,088 $ 101,577 $ 33,511 $ 58,002 $ 13,280 $ (50,445) $ 54,348 Income tax expense (benefit) 11,809 8,112 13,802 (986) 32,737 9,621 22,200 6,241 6,565 44,627 Interest expense 15,672 19,170 16,546 14,986 66,374 14,867 14,652 14,570 16,318 60,407 Depreciation and amortization expense 19,718 29,908 31,049 24,798 105,473 21,969 20,592 23,393 22,438 88,392 Restructuring and integration expenses 9,234 3,489 2,312 3,109 18,145 5,827 4,822 3,790 3,365 17,804 Transaction costs 10,546 5,440 3,987 5,086 25,059 1,720 1,616 1,461 1,322 6,119 Stock-based compensation expense 1,971 1,921 2,340 1,862 8,094 1,928 3,810 4,402 4,488 14,628 Other components of net periodic pension (benefit) cost (453) (272) (273) (13,831) (14,829) (70) (9,153) 3,928 (39,317) (44,612) (Gain) loss on remeasurement of indemnification asset — (844) (404) 1,247 (1) (400) (487) (585) (676) (2,148) Impairment charges — 3,611 — — 3,611 — 222 — 102,000 102,222 Other (70) 1,859 (2,624) 5,119 4,283 (5,256) (276) (5,048) 2,135 (8,445) Adjusted EBITDA $104,933 $ 96,753 $102,359 $ 46,478 $ 350,523 $ 83,717 $116,000 $ 65,432 $ 68,193 $ 333,342 APPENDIX NON-GAAP FINANCIAL RECONCILIATION *Figures may not foot due to rounding.


 
34 Reconciliation of Adjusted Gross Profit to Gross profit APPENDIX NON-GAAP FINANCIAL RECONCILIATION Three Months Ended December 31, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 124,413 $ 34,944 $ 18,802 $ 746 $ 178,905 Plus: Depreciation and amortization expense 4,419 1,379 3,614 168 9,580 Stock-based compensation expense 81 26 — — 107 Adjusted Gross Profit $ 128,913 $ 36,349 $ 22,416 $ 914 $ 188,592 Gross Margin 66.3 % 60.3 % 58.2 % 54.1 % 64.0 % Adjusted Gross Margin 68.7 % 62.7 % 69.4 % 66.2 % 67.5 % Three Months Ended December 31, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 97,622 $ 28,710 $ 25,006 $ (8) $ 151,330 Plus: Depreciation and amortization expense 3,493 1,102 5,594 53 10,242 Stock-based compensation expense 44 16 — — 60 Adjusted Gross Profit $ 101,159 $ 29,828 $ 30,600 $ 45 $ 161,632 Gross Margin 63.6 % 61.0 % 57.6 % (1.9)% 61.9 % Adjusted Gross Margin 65.9 % 63.4 % 70.5 % 10.9 % 66.1 %


 
35 Reconciliation of Adjusted Gross Profit to Gross profit APPENDIX NON-GAAP FINANCIAL RECONCILIATION Years Ended December 31, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 539,543 $ 130,272 $ 108,496 $ 2,071 $ 780,382 Plus: Depreciation and amortization expense 17,800 4,657 15,385 505 38,347 Stock-based compensation expense 332 89 — — 421 Adjusted Gross Profit $ 557,675 $ 135,018 $ 123,881 $ 2,576 $ 819,150 Gross Margin 65.8 % 61.5 % 65.4 % 45.6 % 64.9 % Adjusted Gross Margin 68.0 % 63.7 % 74.6 % 56.7 % 68.1 % Years Ended December 31, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 539,866 $ 104,944 $ 60,761 $ (232) $ 705,339 Plus: Depreciation and amortization expense 16,978 3,700 32,463 92 53,233 Stock-based compensation expense 309 71 — — 380 Adjusted Gross Profit $ 557,153 $ 108,715 $ 93,224 $ (140) $ 758,952 Gross Margin 67.7 % 61.6 % 42.0 % (41.9)% 63.4 % Adjusted Gross Margin 69.9 % 63.8 % 64.4 % (25.3)% 68.2 %


 
36 APPENDIX SUPPLEMENTAL FINANCIAL INFORMATION The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses in the U.S., International and in Total and (ii) SaaS businesses in the U.S., International and in Total. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial 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. Three Months Ended December 31, 2022 (in thousands) Marketing Services SaaS U.S. International Total Marketing Services U.S. International Total SaaS Revenue $ 187,755 $ 32,295 $ 220,050 $ 57,938 $ 1,380 $ 59,318 Adjusted EBITDA 59,758 10,657 70,415 83 (2,305) (2,222) Adjusted EBITDA Margin 31.8 % 33.0 % 32.0 % 0.1 % (167.0)% (3.7)% Three Months Ended December 31, 2021 (in thousands) Marketing Services SaaS U.S. International Total Marketing Services U.S. International Total SaaS Revenue $ 153,555 $ 43,409 $ 196,964 $ 47,061 $ 414 $ 47,475 Adjusted EBITDA 40,684 16,968 57,652 (6,693) (4,481) (11,174) Adjusted EBITDA Margin 26.5 % 39.1 % 29.3 % (14.2)% NM (23.5)%


 
37 APPENDIX SUPPLEMENTAL FINANCIAL INFORMATION The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses in the U.S., International and in Total and (ii) SaaS businesses in the U.S., International and in Total. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial 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. Years Ended December 31, 2022 (in thousands) Marketing Services SaaS US International Total Marketing Services US International Total SaaS Revenue $ 820,032 $ 166,010 $ 986,042 $ 211,801 $ 4,545 $ 216,346 Adjusted EBITDA 271,629 75,106 346,735 (3,686) (9,707) (13,393) Adjusted EBITDA Margin 33.1 % 45.2 % 35.2 % (1.7)% (213.6)% (6.2)% Years Ended December 31, 2021 (in thousands) Marketing Services SaaS US International Total Marketing Services US International Total SaaS Revenue $ 797,493 $ 144,837 $ 942,330 $ 170,498 $ 554 $ 171,052 Adjusted EBITDA 318,230 53,150 371,380 (14,004) (6,853) (20,857) Adjusted EBITDA Margin 39.9 % 36.7 % 39.4 % (8.2)% NM (12.2)%


 
38 APPENDIX FREE CASH FLOW RECONCILIATION Three Months Ended December 31, Years Ended December 31, (in thousands) 2022 2021 2022 2021 Net cash provided by operating activities $ 44,352 $ 49,032 $ 148,573 $ 170,571 Additions to fixed assets and capitalized software (9,888) (6,796) (29,233) (26,849) Free cash flow $ 34,464 $ 42,236 $ 119,340 $ 143,722


 
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