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) (November 12, 2020)
THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35895 | 13-2740040 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br><br>Identification No.) |
| 2200 West Airfield Drive<br><br>P.O. Box 619810<br><br>DFW Airport, Texas | 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 class | Trading Symbol(s) | Name of each exchange on which<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 November 12, 2020, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2020. 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 November 12, 2020. A copy of the slide materials to be discussed at the conference call is being furnished as Exhibit 99.2, is incorporated herein by reference and is 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 November 12, 2020, 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: November 12, 2020 | By: | Paul D. Rouse |
| Name: Paul D. Rouse | ||
| Title: Chief Financial Officer, Executive Vice President and Treasurer |
Document
Thryv® Reports Third Quarter 2020 Financial Results,
Provides Outlook for Remainder of Year
DALLAS, November 12, 2020– Thryv Holdings, Inc. (NASDAQ:THRY), the provider of Thryv® software, the end-to-end client experience platform for small businesses, today announced financial results for third quarter and provided forward-looking guidance for the remainder of 2020.
Key highlights:
•Total revenue was $240.3 million for the quarter, a decrease of 25% from the third quarter of 2019
•Revenue from the SaaS business was $31.8 million for the quarter, an increase of 2% from the third quarter of 2019
•Marketing Services revenue was $208.5 million for the quarter, a decrease of 28% from the third quarter of 2019
•Net loss was $0.1 million, or $0.00 per share, basic and diluted, for the quarter, compared to net loss of $0.3 million, or ($0.01) per share, basic and diluted, in the third quarter of 2019
•Loss before income taxes was $24.4 million for the quarter, compared to income before income taxes of $1.1 million in the third quarter of 2019
•Adjusted EBITDA was $69.3 million for the quarter, representing a 28.8% Adjusted EBITDA margin; compared to $98.3 million, or a 30.8% Adjusted EBITDA margin, in the third quarter of 2019
•Net Leverage of 1.4x for the quarter, as defined by the Thryv, Inc. Credit Agreement
“This was a milestone quarter for Thryv as we re-entered the market as a public entity and saw our SaaS business return to growth,” said Thryv CEO Joe Walsh. “While the COVID-19 pandemic continued to hurt local businesses across America, the Thryv software platform helped small and medium-sized businesses survive by enabling them to do business virtually.”
“We continue to see a more engaged set of clients and higher usage of our software and expect that positive trend to continue into 2021. The direct listing on the Nasdaq underscored our belief in the long-term growth prospects of this business and the strategic steps we are taking to drive consistent value to shareholders.”
Thryv serves approximately 350,000 small-to medium-sized businesses (“SMB”) clients through two segments: SaaS and Marketing Services. Our SaaS offerings include Thryv, our flagship SMB end-to-end customer experience platform, and Thryv Leads, an automated lead generation service that integrates with our Thryv platform. Our Marketing Services segment provides both print and digital solutions, including our owned and operated Print Yellow Pages (“PYP”), which carry the “The Real Yellow Pages” tagline, our proprietary Internet Yellow Pages (“IYP”), known by the Yellowpages.com, Superpages.com, and Dexknows.com URLs and other digital media solutions.
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
Outlook
“For fiscal year 2020, we expect SaaS revenue of $128 million,” said Thryv CFO Paul Rouse. “This represents flat year-over-year growth when compared to fiscal year 2019. This implies SaaS revenue of $33 million for the fourth quarter, representing an anticipated year-over year increase in the low single digits. We believe SaaS will end 2020 with a solid run-rate and we are confident that momentum will continue into 2021.”
In addition, for fiscal year 2020, we expect Marketing Services revenue in the range of $955 million to $965 million. This implies Marketing Services revenue in the range of $190 million to $200 million for the fourth quarter.”
For fiscal year 2020, Thryv expects Adjusted EBITDA in the range of $358 million to $363 million, which we calculate to an Adjusted EBITDA margin of 33% for fiscal year 2020 and implies fourth quarter Adjusted EBITDA in the range of $58 million to $63 million.
Non-GAAP Measures
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, Adjusted EBITDA margin, and Free Cash Flow. 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.
The Company is unable to reconcile the forward-looking non-GAAP measures, Adjusted EBITDA and Adjusted EBITDA margin, discussed during today’s third quarter 2020 earnings call because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP measures to the most directly comparable GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the significance of the unavailable information; however, the GAAP measures could be materially different than the non-GAAP measures.
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Revenue | $ | 240,325 | $ | 319,116 | $ | 862,507 | $ | 1,076,244 |
| Operating expenses: | ||||||||
| Cost of services (exclusive of depreciation and amortization) | 87,347 | 109,588 | 278,941 | 364,873 | ||||
| Sales and marketing | 60,775 | 83,730 | 201,939 | 266,643 | ||||
| General and administrative | 34,176 | 34,352 | 116,723 | 130,727 | ||||
| Depreciation and amortization | 35,454 | 50,471 | 110,883 | 155,285 | ||||
| Impairment charges | 1,184 | 60 | 19,414 | 5,059 | ||||
| Total operating expenses | 218,936 | 278,201 | 727,900 | 922,587 | ||||
| Operating income | 21,389 | 40,915 | 134,607 | 153,657 | ||||
| Other income (expense): | ||||||||
| Interest expense | (11,442) | (17,464) | (39,648) | (51,998) | ||||
| Interest expense, related party | (4,167) | (6,202) | (13,903) | (19,070) | ||||
| Other components of net periodic pension cost | (30,175) | (16,111) | (31,312) | (19,797) | ||||
| Loss on early extinguishment of debt | — | — | — | (6,375) | ||||
| (Loss) income before benefit (provision) for income taxes | (24,395) | 1,138 | 49,744 | 56,417 | ||||
| Benefit (provision) for income taxes | 24,250 | (1,410) | (10,323) | (18,860) | ||||
| Net (loss) income | $ | (145) | $ | (272) | $ | 39,421 | $ | 37,557 |
| Net (loss) income per common share: | ||||||||
| Basic | $ | — | $ | (0.01) | $ | 1.25 | $ | 0.87 |
| Diluted | $ | — | $ | (0.01) | $ | 1.16 | $ | 0.82 |
| Weighted-average shares used in computing basic and diluted net (loss) income per common share: | ||||||||
| Basic | 30,857,617 | 33,468,556 | 31,621,039 | 43,323,602 | ||||
| Diluted | 30,857,617 | 33,468,556 | 33,990,771 | 46,028,655 |
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)
| September 30, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 1,771 | $ | 1,912 |
| Accounts receivable, net of allowance of $34,535 and $26,828 | 326,240 | 369,690 | ||
| Contract assets, net of allowance of $404 and $0 | 12,484 | 11,682 | ||
| Taxes receivable | 27,818 | 37,460 | ||
| Deferred costs | 11,821 | 15,321 | ||
| Prepaid expenses and other | 18,203 | 12,715 | ||
| Indemnification asset | 25,911 | 29,789 | ||
| Total current assets | 424,248 | 478,569 | ||
| Fixed assets and capitalized software, net | 86,429 | 101,512 | ||
| Operating lease right-of-use assets, net | 20,015 | 39,046 | ||
| Goodwill | 609,457 | 609,457 | ||
| Intangible assets, net | 60,561 | 147,480 | ||
| Debt issuance costs | 2,760 | 3,451 | ||
| Other assets | 10,576 | 8,777 | ||
| Total assets | $ | 1,214,046 | $ | 1,388,292 |
| Liabilities and Stockholders' Equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 16,215 | $ | 16,067 |
| Accrued liabilities | 165,903 | 140,261 | ||
| Current portion of financing obligations | 698 | 580 | ||
| Current portion of operating lease liability | 5,947 | 9,579 | ||
| Accrued interest | 9,899 | 13,164 | ||
| Current portion of unrecognized tax benefits | 32,259 | 53,111 | ||
| Contract liabilities | 18,769 | 24,679 | ||
| Total current liabilities | 249,690 | 257,441 | ||
| Senior Term Loan, net of debt issuance costs of $482 and $593 | 348,528 | 420,036 | ||
| Senior Term Loan, related party | 155,600 | 189,371 | ||
| ABL Facility | 81,641 | 104,985 | ||
| Financing obligations, net of current portion | 55,005 | 55,537 | ||
| Pension obligations, net | 198,290 | 193,533 | ||
| Stock option liability | 37,661 | 43,026 | ||
| Long-term disability insurance | 10,003 | 10,874 | ||
| Deferred tax liabilities | 12,391 | 54,738 | ||
| Unrecognized tax benefits, net of current portion | 1,911 | 1,833 |
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
| Operating lease liability, net of current portion | 25,848 | 28,783 | ||
|---|---|---|---|---|
| Other liabilities | 623 | 875 | ||
| Total long-term liabilities | 927,501 | 1,103,591 | ||
| Commitments and contingencies (see Note 12) | ||||
| Stockholders' equity | ||||
| Common stock - $0.01 par value, 250,000,000 shares authorized; 57,469,391, shares issued and 30,903,450 shares outstanding at September 30, 2020; and 57,443,282 shares issued and 33,490,526 shares outstanding at December 31, 2019 | 575 | 574 | ||
| Additional paid-in capital | 1,008,243 | 1,008,701 | ||
| Treasury stock - 26,565,941 shares at September 30, 2020 and 23,952,756 shares at December 31, 2019 | (467,331) | (437,962) | ||
| Accumulated deficit | (504,632) | (544,053) | ||
| Total stockholders' equity | 36,855 | 27,260 | ||
| Total liabilities and stockholders' equity | $ | 1,214,046 | $ | 1,388,292 |
Thryv Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Cash Flows from Operating Activities | ||||
| Net income | $ | 39,421 | $ | 37,557 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 110,883 | 155,285 | ||
| Amortization of debt issuance costs | 801 | 856 | ||
| Deferred income taxes | (42,346) | (25,517) | ||
| Provision for bad debt | 27,709 | 21,945 | ||
| Provision for service credits | 28,268 | 20,752 | ||
| Stock-based compensation (benefit) expense | (4,195) | 9,536 | ||
| Other components of net periodic pension cost | 31,312 | 19,797 | ||
| Loss on early extinguishment of debt | — | 6,375 | ||
| Loss on disposal/write-off of fixed assets and capitalized software | 3,476 | 5,294 | ||
| Impairment charges | 19,414 | 5,059 | ||
| Non-cash loss from remeasurement of indemnification asset | 3,878 | 4,646 | ||
| Changes in working capital items, excluding acquisitions: | ||||
| Accounts receivable | 15,742 | 51,659 | ||
| Contract assets | (803) | 1,885 | ||
| Deferred costs | 3,500 | 4,105 | ||
| Prepaid and other assets | (7,285) | (8,822) | ||
| Accounts payable and accrued liabilities | (81,292) | (89,270) | ||
| Accrued income taxes, net | 36,912 | 11,217 | ||
| Operating lease liability | (3,998) | (7,078) |
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
| Contract liabilities | (5,911) | (3,236) | ||
|---|---|---|---|---|
| Settlement of stock option liability | (896) | (33,901) | ||
| Net cash provided by operating activities | 174,590 | 188,144 | ||
| Cash Flows from Investing Activities | ||||
| Additions to fixed assets and capitalized software | (17,030) | (13,296) | ||
| Proceeds from the sale of building and fixed assets | 1,546 | 846 | ||
| Acquisition of a business, net of cash acquired | — | (147) | ||
| Net cash (used in) investing activities | (15,484) | (12,597) | ||
| Cash Flows from Financing Activities | ||||
| Payments of Senior Term Loan | (72,629) | (108,262) | ||
| Payments of Senior Term Loan, related party | (32,761) | (48,738) | ||
| Proceeds from Senior Term Loan, net | — | 193,625 | ||
| Proceeds from Senior Term Loan, related party | — | 225,000 | ||
| Proceeds from ABL Facility | 868,811 | 814,672 | ||
| Payments of ABL Facility | (892,155) | (844,586) | ||
| Payments of financing obligations | (414) | (946) | ||
| Debt issuance costs | — | (774) | ||
| Purchase of treasury stock (see Note 9) | (30,626) | (437,962) | ||
| Proceeds from private placement | 445 | — | ||
| Proceeds from exercise of stock options | 82 | 439 | ||
| Net cash (used in) financing activities | (159,247) | (207,532) | ||
| (Decrease) in cash and cash equivalents | (141) | (31,985) | ||
| Cash and cash equivalents, beginning of period | 1,912 | 34,169 | ||
| Cash and cash equivalents, end of period | $ | 1,771 | $ | 2,184 |
| Supplemental Information | ||||
| Cash paid for interest | $ | 56,845 | $ | 58,972 |
| Cash paid for income taxes, net | $ | 15,757 | $ | 33,159 |
Thryv Holdings, Inc. and Subsidiaries
Free Cash Flow
(in thousands)
(unaudited)
| Nine Months Ended September 30, | ||
|---|---|---|
| 2020 | 2019 | |
| Net cash provided by operating activities | $ 174,590 | $ 188,144 |
| Additions to fixed assets and capitalized software | (17,030) | (13,296) |
| Free Cash Flow | $ 157,560 | $ 174,848 |
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Reconciliation of Adjusted EBITDA | ||||||||
| Net (loss) income | $ | (145) | $ | (272) | $ | 39,421 | $ | 37,557 |
| Interest expense | 15,609 | 23,666 | 53,551 | 71,068 | ||||
| (Benefit) provision for income taxes | (24,250) | 1,410 | 10,323 | 18,860 | ||||
| Depreciation and amortization expense | 35,454 | 50,471 | 110,883 | 155,285 | ||||
| Loss on early extinguishment of debt | — | — | — | 6,375 | ||||
| Restructuring and integration expenses (1) | 6,710 | 8,288 | 23,902 | 31,192 | ||||
| Transaction costs (2) | 4,913 | 143 | 14,679 | 143 | ||||
| Stock-based compensation expense (benefit) (3) | 1,289 | (4,863) | (4,195) | 9,536 | ||||
| Other components of net periodic pension cost (4) | 30,175 | 16,111 | 31,312 | 19,797 | ||||
| Non-cash (gain) loss from remeasurement of indemnification asset (5) | (540) | 3,736 | 3,878 | 4,646 | ||||
| Impairment charges (6) | 1,184 | 60 | 19,414 | 5,059 | ||||
| Other (7) | (1,105) | (410) | (2,960) | $ | (390) | |||
| Adjusted EBITDA | $ | 69,294 | $ | 98,340 | $ | 300,208 | $ | 359,128 |
(1)For the three and nine months ended September 30, 2019, restructuring and integration charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs related to the YP Acquisition. For the three and nine months ended September 30, 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 associated with abandoned facilities and system consolidation. A portion of the severance benefits, amounting to $5.0 million, resulted from COVID-19.
(2)Expenses related to the Company's direct listing and other transaction costs.
(3)Company records stock-based compensation expense related to the amortization of grant date fair value of the Company’s liability classified stock-based compensation awards. Additionally, stock-based compensation expense includes the remeasurement of these awards at each period end.
(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 pension cost relates to the mark to market pension remeasurement. As a result of an interim actuarial valuation due to the settlements of the pension plans, the Company recognized a remeasurement loss of $29.5 million and $30.2 million in the three and nine months ended September 30, 2020, respectively, and a remeasurement loss of $13.6 million in both the three and nine months ended September 30, 2019.
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
(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. The indemnity covers potential losses in excess of $8.0 million and is capped at an amount equal to the lesser of the uncertain tax position liability or the current fair value of the 1,804,715 shares of the Company's common stock issued to the seller as part of the purchase consideration.
(6)Impairment charges of $1.2 million and $19.4 million recorded during the three and nine months ended September 30, 2020, respectively, are primarily due to the Company closing certain office buildings as part of becoming a “Remote First” company and consolidating operations at certain locations. Impairment charges of $0.1 million and $5.1 million recorded during the three nine months ended September 30, 2019, respectively, are due to consolidating operations at certain locations and are included in Restructuring and integration charges in the condensed consolidated statements of operations.
(7)Other primarily includes expenses related to potential non-income-based tax liabilities.
Earnings Conference Call Information
Thryv will host a conference call on Thursday, November 12, 2020 at 8:30 a.m. (Eastern Time) to discuss the Company's third quarter 2020 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 (888) 869-1189 or (706) 643-5902 and enter "1446957".
About Thryv Holdings, Inc.
The company owns the easy-to-use Thryv® end-to-end customer experience software built for small business that helps over 40,000 SaaS clients with the daily demands of running a business. With Thryv, they can get the job, manage the job and get credit. Thryv’s award-winning platform provides modernized business functions, allowing small-to-medium-sized businesses (SMB) to reach more customers, stay organized, get paid faster and generate reviews. These 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.
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
Thryv delivers business services to more than 360,000 SMBs across America that enable them to compete and win in today’s economy.
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” and similar statements of a future or forward-looking nature identify forward-looking statements. You should not place undue reliance on these statements, as they 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 COVID-19 pandemic, the Company’s ability to maintain adequate liquidity to fund operations; the Company’s future operating and financial performance; 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. 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.
Media Contact:
Paige Blankenship
Thryv, Inc.
972.453.3012
paige.blankenship@thryv.com
Investor Contact:
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
Cameron Lessard
Thryv, Inc.
214.773.7022
cameron.lessard@thryv.com
KJ Christopher
Thryv, Inc.
972.453.7068
KJ.Christopher@thryv.com
2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com
a3q20investorpresentatio
Investor Supplement Third Quarter 2020
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, adjusted EBITDA margin, and Free Cash Flow. 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. Financial results are presented herein were prepared in accordance with ASC 606 “Revenue Recognition” and ASC 842 “Leases” 2
3rd Quarter Financial Highlights $ in Thousands 3rd Quarter 3rd Quarter YTD Key Highlights: 2020 2019 % 2020 2019 % • Q3 SaaS revenue up 2% Revenue YoY and -1% YTD SaaS $31,821 $31,322 2% $94,954 $96,172 -1% • Q3 revenue was 25% off of Marketing Services $208,504 $287,794 -28% $767,553 $980,072 -22% prior year largely due to Total Revenue $240,325 $319,116 -25% $862,507 $1,076,244 -20% 15-month print publications Adjusted EBITDA $69,294 $98,340 -30% $300,208 $359,128 -16% Adjusted EBITDA Margin 28.8% 30.8% 34.8% 33.4% 3
Segment Historical Financials $ in Thousands Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 TTM SaaS Key Highlights: Revenue $32,578 $32,272 $31,322 $32,406 $31,848 $31,285 $31,820 $127,360 EBITDA $5,768 $3,970 $1,830 $597 $2,701 $5,523 $2,561 $11,382 • SaaS revenue return to % EBITDA Margin 17.7% 12.3% 5.8% 1.8% 8.5% 17.7% 8.0% 8.9% YoY growth in Q3 Marketing Services • Solid expense Revenue $375,506 $316,772 $287,794 $312,724 $286,722 $272,327 $208,504 $1,080,277 management driving stronger margins despite EBITDA $144,032 $106,698 $96,448 $121,755 $110,078 $112,612 $66,733 $411,178 print publication timing % EBITDA Margin 38.4% 33.7% 33.5% 38.9% 38.4% 41.4% 32.0% 38.1% Total Thryv Total Revenue $408,084 $349,044 $319,116 $345,129 $318,570 $303,612 $240,325 $1,207,637 Adj EBITDA $150,210 $110,578 $98,340 $122,505 $112,779 $118,135 $69,294 $422,713 % Adj EBITDA Margin 36.8% 31.7% 30.8% 35.5% 35.4% 38.9% 28.8% 35.0% 4
Strong Free Cash Flow Supports Value Creation Cumulative Free Cash Flow YTD 2020 Key Highlights: • Consistent cash flow $158 generation throughout the year • Thryv has generated over $1.5B in free cash flow since 2016 and repaid ~$1 billion of $85 debt and returned ~$500 million to shareholders $37 Q1' 20 Q2' 20 Q3' 20 5
Quarterly Billings vs. Reported Revenue Consolidated Revenue & Billing Consolidated YOY Billing $500,000 -5% • Under ASC 606, print revenue is -7% recognized upon delivery of the $400,000 -9% published directories. Individual directory titles have different -11% lifecycles, currently in the range $300,000 -13% of 12 to 15 months. -15% • The titles published during Q3 2020 are therefore broadly $200,000 -17% different to the titles published -19% during Q3 2019. This should be $100,000 considered when comparing -21% quarters from one year to the -23% next. $- -25% Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q1 '20 Q2 '20 Q3 '20 Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q1 '20 Q2 '20 Q3 '20 Revenue Billing YOY Billing Linear (YOY Billing) 6
A low friction offering specially designed for service based Small Businesses. 7
ThryvPay SM Product Strategy Total Addressable Market (TAM) 1 ENTRY ~15M ONLINE ∙ APP STORES ∙ MARKETPLACES ∙ AFFILIATES 2 $199- $500 MRR ~10M TRADITIONAL SALESFORCE ∙ INBOUND SAAS SEALES ∙ DEMO ASSIST ∙ PARTNER CHANNELS 50 User Employee Count User Employee $5k- $20k MRR ~100K 1,000 MULTI-LOCATION TEAM 8
SaaS Revenue (excluding sales allowance) # Clients (k) 34.0 33.4 33.1 32.9 32.8 32.5 33.3 31.1 32.0 32.4 54.8 28.3 52.6 54.4 52.2 49.5 47.7 47.4 45.4 43.9 75% 44.5 44.1 67% 67% 49% 25% 9% -6% -13% -11% -17% -15% Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 YOY ARPU Churn $260 4.3% $240 4.2% $236 $232 3.9% $225 3.4% 3.4% 3.4% $215 3.0% 2.6% 2.6% 2.7% $204 $202 $205 2.5% $197 $201 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 9
Fast Growing Local Business Management Software Thryv is an End-to-End Client Experience Platform 10
SaaS Product Overview SMB Cloud Adoption As Percentage Of Addressable Market Cloud Adoption within Total Addressable Market 1 Will Increase by 100% • The size of the SMB market in the US is estimated at ~30 million businesses 60% • Addressable market for Thryv is 46% a subset of ~10 million SMBs 37% 32% • Between 2018 and 2022, cloud 30% adoption among SMBs is expected to double from ~30% to ~60%1 Increasing SMB tech adoption rates support anticipated growth in Thryv subscribers 2018 2019 2020 2021 2022 11 Note: 1-TAI SaaS Forecast
Thryv is the Category Leader of an Early Stage but Rapidly Developing Market Enterprise Level SaaS 50+ Employees 20-50 Employees Thryv End-to-End Client Experience Target Market Other Point & Vertical- $199-499/mo. Specific Solutions *Plus add-ons 2-19 Employees Point Solutions And Other Free Apps 1 Employee 12 Total U.S. SMB Market: 30MM
Q&A 13
Appendix 14
Appendix: Additional Financial Information $ in Thousands 3rd Quarter 3rd Quarter YTD 2020 2019 % 2020 2019 % Revenue Thryv $22,324 $22,829 -2% $67,518 $72,877 -7% Thryv Add-Ons 9,497 8,493 12% 27,436 23,295 18% SaaS $31,821 $31,322 2% $94,954 $96,172 -1% Print 79,395 120,977 -34% 355,942 452,098 -21% IYP 68,169 82,385 -17% 212,436 257,977 -18% SEM 40,247 56,700 -29% 130,905 179,143 -27% Other 20,693 27,732 -25% 68,270 90,854 -25% Marketing Services $208,504 $287,794 -28% $767,553 $980,072 -22% Total Revenue $240,325 $319,116 -25% $862,507 $1,076,244 -20% Adjusted EBITDA $69,294 $98,340 -30% $300,208 $359,128 -16% Adjusted EBITDA Margin 28.8% 30.8% 34.8% 33.4% Adjusted EBITDA $69,294 $98,340 -30% $300,208 $359,128 -16% Cash Taxes (3,856) (18,912) 80% (15,757) (33,159) 52% Cash Interest (17,174) (24,762) 31% (56,845) (58,972) 4% Pensions (9,900) (22,115) 55% (25,675) (25,710) 0% Capex (4,055) (7,340) 45% (17,030) (13,296) -28% Cost to Achieve (8,960) (10,023) 11% (23,846) (32,764) 27% Direct Listing / Acquisitions (10,146) - NM (21,543) - NM Cash Settlement of Options (896) - NM (896) (33,901) 97% Working Capital / Other 58,357 42,074 39% 18,944 13,522 40% Free Cash Flow $72,664 $57,262 27% $157,560 $174,848 -10% 15
Appendix: Non-GAAP Financial Reconciliation $ in Thousands Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q3 YTD-19 Q3 YTD-20 TTM Net Income (Loss) $34,488 $3,341 ($272) ($2,053) $28,102 $11,464 ($145) $37,557 $39,421 $37,368 Interest Expense 22,264 25,138 23,666 21,883 19,930 18,012 15,609 71,068 53,551 75,434 Provision (Benefit) for Income Taxes 15,106 2,344 1,410 (798) 13,409 21,164 (24,250) 18,860 10,323 9,525 Dep. & Amort. 52,519 52,295 50,471 50,985 37,823 37,606 35,454 155,285 110,883 161,868 Loss on Extinguishment of Debt 6,375 - - - - - - 6,375 - - Integration/Restructuring Expenses 6,777 16,127 8,288 9,098 9,845 7,347 6,710 31,192 23,902 33,000 Transaction Costs - - 143 5,938 6,534 3,232 4,913 143 14,679 20,617 Stock Comp. Expense (Benefit) 4,853 9,546 (4,863) 4,583 (6,064) 580 1,289 9,536 (4,195) 388 Pension Costs 1,843 1,843 16,111 33,364 201 936 30,175 19,797 31,312 64,676 Loss/(Gain) on Indemnification Asset 910 - 3,736 (553) 3,801 617 (540) 4,646 3,878 3,325 Impairment Charges 4,860 139 60 611 98 18,132 1,184 5,059 19,414 20,025 Other 215 (195) (410) (553) (900) (955) (1,105) (390) (2,960) (3,513) Adjusted EBITDA $150,210 $110,578 $98,340 $122,505 $112,779 $118,135 $69,294 $359,128 $300,208 $422,713 Cash flows provided by operating activities $64,828 $58,714 $64,602 $82,455 $45,642 $52,229 $76,719 $188,144 $174,590 $257,045 Additions to fixed assets and capitalized (2,043) (3,913) (7,340) (12,769) (9,122) (3,853) (4,055) (13,296) (17,030) (29,799) software Free Cash Flow 62,785 54,801 57,262 69,686 36,520 48,376 72,664 174,848 157,560 227,246 16