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): July 30, 2025
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, P.O. Box 619810<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))
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 | 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 July 30, 2025, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the six months ended June 30, 2025. 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 July 30, 2025. 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 Number | Description | | --- | --- || 99.1 | Press release, dated July 30, 2025, issued by Thryv Holdings, Inc. | | --- | --- | | 99.2 | Investor Presentation | | 104 | Cover 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: July 30, 2025 | By: | /s/ Paul D. Rouse |
| Name: Paul D. Rouse | ||
| Title: Chief Financial Officer, Executive Vice President and Treasurer |
Document
| Exhibit 99.1 |
|---|
Thryv Grows SaaS Revenue in Second Quarter 2025,
Second Quarter Results Exceed Guidance
–Q2 SaaS Revenue Increased 48% Year-Over-Year
–Q2 SaaS Revenue (Ex-Keap) Increased 25% Year-Over-Year
–Reduced Term Debt by $26M, Lowering Required Amortization
–Company Raises Full Year 2025 Adjusted EBITDA Guidance
DALLAS, July 30, 2025 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of Thryv®, the leading small business marketing and sales software platform, reported an increase in SaaS revenue of 48% year-over-year and achieved record SaaS Adjusted EBITDA margin in the second quarter of 2025.
Second Quarter Financial 2025 Highlights:
•SaaS revenue was $115.0 million, a 48% increase year-over-year
•SaaS revenue excluding Keap was $97.3 million, a 25% increase year-over-year
•Marketing Services revenue was $95.5 million, a 35% decrease year-over-year
•Consolidated total revenue was $210.5 million, a decrease of 6% year-over-year
•Consolidated net income was $13.9 million, or $0.31 per diluted share; compared to net income of $5.5 million, or $0.15 per diluted share, for the second quarter of 2024
•Consolidated Adjusted EBITDA was $51.2 million, representing an Adjusted EBITDA margin of 24.3%.
•SaaS Adjusted EBITDA was $23.4 million, representing an Adjusted EBITDA margin of 20.3%
•Total Marketing Services Adjusted EBITDA was $27.8 million, representing an Adjusted EBITDA margin of 29.2%
•Consolidated Gross Profit was $146.6 million
•Consolidated Adjusted Gross Profit1 was $150.7 million
•SaaS Gross Profit was $82.9 million, representing a Gross Margin of 72.1%
•SaaS Adjusted Gross Profit1 was $85.1 million, representing an Adjusted Gross Margin of 74.0%
1 Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.
Recent Business Highlights
•SaaS clients increased 25% year-over-year to 106 thousand at the end of the second quarter of 2025. SaaS clients, excluding Keap, increased 8% year-over-year to 92 thousand
•Seasoned Net Revenue Retention2 was 103% for the second quarter of 2025, an increase of 900 bps year-over-year, excluding Keap
•SaaS monthly Average Revenue per Unit (“ARPU”)3 was $352 for the second quarter of 2025
•ThryvPay total payment volume was $90 million, an increase of 13% year-over-year
“We delivered a solid second quarter - exceeding our prior guidance and achieving strong top-line SaaS growth coupled with our highest SaaS Adjusted EBITDA margin to date,” said Joe Walsh, Thryv Chairman and CEO. “Equally important, we’ve now successfully navigated the pinch point of the Company’s SaaS transformation ahead of plan. The temporary increase in anticipated leverage, driven by revenue recognition timing in the Marketing Services business, is now behind us. With free cash flow expected to ramp in the second half of the year, leverage is positioned to decline, supporting greater financial flexibility and a stronger balance sheet."
Outlook
Based on information available as of July 30, 2025, Thryv is issuing guidance4 for the third quarter of 2025 and full year 2025 as indicated below:
| 3rd Quarter | Full Year | ||
|---|---|---|---|
| (in millions) | 2025 | 2025 | |
| SaaS Revenue | $116.0 - $117.0 | $460.0 - $465.0 | |
| SaaS Adjusted EBITDA | $18.5 - $19.5 | $70.5 - $73.5 | |
| 3rd Quarter | 4th Quarter | Full Year | |
| --- | --- | --- | --- |
| (in millions) | 2025 | 2025 | 2025 |
| Marketing Services Revenue | $84.0 - $85.0 | $73.0 - $74.0 | $323.0 - $325.0 |
| Marketing Services Adjusted EBITDA | $22.0 - $23.0 | $18.5 - $19.5 | $78.5 - $80.5 |
Earnings Conference Call Information
Thryv will host a conference call on Wednesday, July 30, 2025 at 8:30 a.m. (Eastern Time) to discuss the Company's second quarter 2025 results.
2 Seasoned Net Revenue Retention is defined as net dollar retention excluding clients acquired over the previous 12 months as well as clients acquired in the Keap acquisition which closed on October 31, 2024. Revenue added to the SaaS segment as a result of the conversion of a Marketing Services product to a SaaS product is included in the calculation of Seasoned Net Revenue Retention for any client who, at the time Thryv converted a Marketing Services product to a SaaS product for that client, already had at least one SaaS product for at least one year. The revenue associated with the products upgraded by Thryv to SaaS for these clients increases SaaS revenue and Seasoned Net Revenue Retention at the time of conversion.
3 Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. This is a blended calculation and inclusive of the impact from the Keap acquisition.
4 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.
For analysts to register for this conference call, please use this link. 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. To listen to the webcast, please use this link or visit Thryv's Investor Relations website at investor.thryv.com. 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 at this link.
Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||
| (in thousands, except share and per share data) | 2025 | 2024 | 2025 | 2024 | ||||
| Revenue | $ | 210,470 | $ | 224,084 | $ | 391,841 | $ | 457,708 |
| Cost of services | 63,850 | 75,496 | 125,933 | 155,479 | ||||
| Gross profit | 146,620 | 148,588 | 265,908 | 302,229 | ||||
| Operating expenses: | ||||||||
| Sales and marketing | 64,724 | 65,409 | 134,775 | 135,500 | ||||
| General and administrative | 52,356 | 51,841 | 104,627 | 104,257 | ||||
| Total operating expenses | 117,080 | 117,250 | 239,402 | 239,757 | ||||
| Operating income | 29,540 | 31,338 | 26,506 | 62,472 | ||||
| Other income (expense): | ||||||||
| Interest expense | (5,981) | (10,001) | (12,048) | (23,360) | ||||
| Interest expense, related party | (2,971) | (2,174) | (5,977) | (2,174) | ||||
| Other components of net periodic pension cost | (778) | (1,581) | (1,546) | (3,162) | ||||
| Other income (expense) | 2,557 | (5,416) | 2,949 | (7,789) | ||||
| Income before income tax expense | 22,367 | 12,166 | 9,884 | 25,987 | ||||
| Income tax expense | (8,436) | (6,618) | (5,571) | (12,015) | ||||
| Net income | $ | 13,931 | $ | 5,548 | $ | 4,313 | $ | 13,972 |
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment, net of tax | (72) | 67 | (259) | (198) | ||||
| Comprehensive income | $ | 13,859 | $ | 5,615 | $ | 4,054 | $ | 13,774 |
| Net income per common share: | ||||||||
| Basic | $ | 0.32 | $ | 0.15 | $ | 0.10 | $ | 0.39 |
| Diluted | $ | 0.31 | $ | 0.15 | $ | 0.10 | $ | 0.37 |
| Weighted-average shares used in computing basic and diluted net income per common share: | ||||||||
| Basic | 43,744,144 | 36,004,324 | 43,579,171 | 35,818,549 | ||||
| Diluted | 44,303,331 | 37,631,825 | 44,586,162 | 38,032,132 |
Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
| (in thousands, except share data) | June 30, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 10,838 | $ | 16,311 |
| Accounts receivable, net of allowance of $13,646 in 2025 and $13,051 in 2024 | 133,658 | 161,620 | ||
| Contract assets, net of allowance of $47 in 2025 and $29 in 2024 | 2,665 | 2,127 | ||
| Taxes receivable | 7,136 | 6,218 | ||
| Prepaid expenses | 21,716 | 13,923 | ||
| Deferred costs | 10,772 | 8,402 | ||
| Other current assets | 2,282 | 2,119 | ||
| Total current assets | 189,067 | 210,720 | ||
| Fixed assets and capitalized software, net | 41,863 | 44,478 | ||
| Goodwill | 253,809 | 253,318 | ||
| Intangible assets, net | 29,804 | 34,259 | ||
| Deferred tax assets | 141,502 | 143,495 | ||
| Other assets | 31,659 | 25,895 | ||
| Total assets | $ | 687,704 | $ | 712,165 |
| Liabilities and Stockholders' Equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 3,926 | $ | 13,011 |
| Accrued liabilities | 85,612 | 95,462 | ||
| Current portion of unrecognized tax benefits | 27,224 | 26,196 | ||
| Contract liabilities | 27,060 | 40,315 | ||
| Current portion of Term Loan | 5,250 | 7,875 | ||
| Current portion of Term Loan, related party | 3,500 | 5,250 | ||
| Other current liabilities | 5,326 | 8,151 | ||
| Total current liabilities | 157,898 | 196,260 | ||
| Term Loan, net | 134,862 | 146,885 | ||
| Term Loan, net, related party | 92,075 | 100,436 | ||
| ABL Facility | 39,916 | 23,891 | ||
| Pension obligations, net | 39,258 | 38,014 | ||
| Other liabilities | 8,811 | 9,759 | ||
| Total long-term liabilities | 314,922 | 318,985 | ||
| Commitments and contingencies | ||||
| Stockholders' equity | ||||
| Common stock - $0.01 par value, 250,000,000 shares authorized; 71,703,175 shares issued and 43,926,392 shares outstanding at June 30, 2025; and 70,556,740 shares issued and 43,033,960 shares outstanding at December 31, 2024 | 717 | 706 | ||
| Additional paid-in capital | 1,290,326 | 1,272,476 | ||
| Treasury stock - 27,776,783 shares at June 30, 2025 and 27,522,780 shares at December 31, 2024 | (492,854) | (488,903) | ||
| Accumulated other comprehensive loss | (15,200) | (14,941) | ||
| Accumulated deficit | (568,105) | (572,418) | ||
| Total stockholders' equity | 214,884 | 196,920 | ||
| Total liabilities and stockholders' equity | $ | 687,704 | $ | 712,165 |
Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Cash Flows from Operating Activities | ||||
| Net income | $ | 4,313 | $ | 13,972 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 21,707 | 28,625 | ||
| Amortization of deferred commissions | 6,944 | 9,624 | ||
| Amortization of debt issuance costs | 1,648 | 2,255 | ||
| Deferred income taxes | 2,310 | (24,060) | ||
| Provision for credit losses and service credits | 9,020 | 12,179 | ||
| Stock-based compensation expense | 13,745 | 11,642 | ||
| Other components of net periodic pension cost | 1,546 | 3,162 | ||
| (Gain) loss on foreign currency exchange rates | (2,787) | 1,151 | ||
| Loss on early extinguishment of debt | — | 6,638 | ||
| Other | 38 | (3,170) | ||
| Changes in working capital items, excluding acquisitions: | ||||
| Accounts receivable | 15,392 | 923 | ||
| Contract assets | (537) | (5,210) | ||
| Prepaid expenses and other assets | (15,956) | (10,614) | ||
| Accounts payable and accrued liabilities | (20,515) | 2,428 | ||
| Other liabilities | (17,793) | (21,885) | ||
| Net cash provided by operating activities | 19,075 | 27,660 | ||
| Cash Flows from Investing Activities | ||||
| Additions to fixed assets and capitalized software | (14,855) | (16,230) | ||
| Acquisition of a business, net of cash acquired | (143) | — | ||
| Net cash used in investing activities | (14,998) | (16,230) | ||
| Cash Flows from Financing Activities | ||||
| Proceeds from Term Loan | — | 234,256 | ||
| Proceeds from Term Loan, related party | — | 109,444 | ||
| Payments of Term Loan | (15,750) | (318,654) | ||
| Payments from Term Loan, related party | (10,500) | (4,339) | ||
| Proceeds from ABL Facility | 206,317 | 230,079 | ||
| Payments of ABL Facility | (190,292) | (260,924) | ||
| Debt issuance costs | — | (5,319) | ||
| Purchase of treasury stock | — | (499) | ||
| Other | 165 | 5,442 | ||
| Net cash used in financing activities | (10,060) | (10,514) | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 592 | (448) | ||
| (Decrease) increase in cash, cash equivalents and restricted cash | (5,391) | 468 | ||
| Cash, cash equivalents and restricted cash, beginning of period | 17,760 | 20,530 | ||
| Cash, cash equivalents and restricted cash, end of period | $ | 12,369 | $ | 20,998 |
| Supplemental Information | ||||
| Cash paid for interest | $ | 16,480 | $ | 24,378 |
| Cash paid for income taxes, net | $ | 3,373 | $ | 13,343 |
Segment Information
The following tables summarize the operating results of the Company's reportable segments:
| Three Months Ended June 30, | Change | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | Amount | % | ||||
| Revenue | ||||||||
| SaaS | $ | 115,005 | $ | 77,794 | $ | 37,211 | 47.8 | % |
| Marketing Services | 95,465 | 146,290 | (50,825) | (34.7) | % | |||
| Total Revenue | $ | 210,470 | $ | 224,084 | $ | (13,614) | (6.1) | % |
| Adjusted EBITDA | ||||||||
| SaaS | $ | 23,393 | $ | 10,165 | $ | 13,228 | 130.1 | % |
| Marketing Services | 27,839 | 49,149 | (21,310) | (43.4) | % | |||
| Consolidated Adjusted EBITDA5 | $ | 51,232 | $ | 59,314 | $ | (8,082) | (13.6) | % |
| Six Months Ended June 30, | Change | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | 2025 | 2024 | Amount | % | ||||
| Revenue | ||||||||
| SaaS | $ | 226,134 | $ | 152,116 | $ | 74,018 | 48.7 | % |
| Marketing Services | 165,707 | 305,592 | (139,885) | (45.8) | % | |||
| Total Revenue | $ | 391,841 | $ | 457,708 | $ | (65,867) | (14.4) | % |
| Adjusted EBITDA | ||||||||
| SaaS | $ | 34,208 | $ | 13,600 | $ | 20,608 | 151.5 | % |
| Marketing Services | 37,925 | 99,828 | (61,903) | (62.0) | % | |||
| Consolidated Adjusted EBITDA5 | $ | 72,133 | $ | 113,428 | $ | (41,295) | (36.4) | % |
5 Consolidated Adjusted EBITDA is equal to SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA. See Non-GAAP Measures below for a reconciliation of Consolidated Adjusted EBITDA to Net income.
The following tables set forth reconciliations of our SaaS revenue for the Company to SaaS revenue excluding Keap and Keap SaaS revenue:
| Three Months Ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||||||||
| Reconciliation of SaaS Revenue | ||||||||||
| SaaS Revenue | $ | 115,005 | $ | 77,794 | ||||||
| Less: | ||||||||||
| Keap SaaS Revenue | 17,719 | — | ||||||||
| SaaS Revenue (excluding Keap) | $ | 97,286 | $ | 77,794 | Six Months Ended June 30, | |||||
| --- | --- | --- | --- | --- | ||||||
| (in thousands) | 2025 | 2024 | ||||||||
| Reconciliation of SaaS Revenue | ||||||||||
| SaaS Revenue | $ | 226,134 | $ | 152,116 | ||||||
| Less: | ||||||||||
| Keap SaaS Revenue | 36,602 | — | ||||||||
| SaaS Revenue (excluding Keap) | $ | 189,532 | $ | 152,116 |
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”).
We have included Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA provides useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Gross Profit are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Gross Profit provide investors with the financial measures that closely align with our internal processes.
We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income (loss) plus Interest expense, Income tax expense, Depreciation and amortization expense, Restructuring and integration expenses, Stock-based compensation expense, and non-operating expenses, such as Other components of net periodic pension cost and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to Net income (loss) as a performance measure. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We define Adjusted Gross Profit (“Adjusted Gross Profit”) as Gross profit adjusted to exclude the impact of Depreciation and amortization expense and Stock-based compensation expense.
Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information
presented in accordance with U.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Reconciliation of Adjusted EBITDA | ||||||||
| Net income | $ | 13,931 | $ | 5,548 | $ | 4,313 | $ | 13,972 |
| Interest expense | 8,952 | 12,175 | 18,025 | 25,534 | ||||
| Depreciation and amortization expense | 10,191 | 14,072 | 21,707 | 28,625 | ||||
| Stock-based compensation expense (1) | 6,008 | 6,353 | 13,745 | 11,642 | ||||
| Restructuring and integration expenses (2) | 5,493 | 7,553 | 10,175 | 12,818 | ||||
| Income tax expense | 8,436 | 6,618 | 5,571 | 12,015 | ||||
| Other components of net periodic pension cost (3) | 778 | 1,581 | 1,546 | 3,162 | ||||
| Loss on early extinguishment of debt (4) | — | 6,638 | — | 6,638 | ||||
| Other (5) | (2,557) | (1,224) | (2,949) | (978) | ||||
| Adjusted EBITDA | $ | 51,232 | $ | 59,314 | $ | 72,133 | $ | 113,428 |
(1)We record stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards.
(2)For the three and six months ended June 30, 2025 and 2024, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation. For more information on our restructuring and integration expenses, please see our Q2 2025 Quarterly Report on Form 10-Q.
(3)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.
(4)In connection with the debt refinancing completed on May 1, 2024, the Company recorded a Loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs on the Company's Prior Term Loan and Prior ABL Facility. See Note 8, Debt Obligations, to our consolidated financial statements included in Part I, Item 1 in our Q2 2025 Quarterly Report on Form 10-Q for more information.
(5)Other primarily includes foreign exchange-related (income) expense.
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 June 30, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Reconciliation of Adjusted Gross Profit | |||||||||
| Gross profit | $ | 82,911 | $ | 63,709 | $ | 146,620 | |||
| Plus: | |||||||||
| Depreciation and amortization expense | 2,118 | 1,754 | 3,872 | ||||||
| Stock-based compensation expense | 93 | 73 | 166 | ||||||
| Adjusted Gross Profit | $ | 85,122 | $ | 65,536 | $ | 150,658 | |||
| Gross Margin | 72.1 | % | 66.7 | % | 69.7 | % | |||
| Adjusted Gross Margin | 74.0 | % | 68.6 | % | 71.6 | % | |||
| Three Months Ended June 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Reconciliation of Adjusted Gross Profit | |||||||||
| Gross profit | $ | 52,289 | $ | 96,299 | $ | 148,588 | |||
| Plus: | |||||||||
| Depreciation and amortization expense | 1,877 | 3,989 | 5,866 | ||||||
| Stock-based compensation expense | 76 | 98 | 174 | ||||||
| Adjusted Gross Profit | $ | 54,242 | $ | 100,386 | $ | 154,628 | |||
| Gross Margin | 67.2 | % | 65.8 | % | 66.3 | % | |||
| Adjusted Gross Margin | 69.7 | % | 68.6 | % | 69.0 | % | |||
| Six Months Ended June 30, 2025 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Reconciliation of Adjusted Gross Profit | |||||||||
| Gross profit | $ | 161,681 | $ | 104,227 | $ | 265,908 | |||
| Plus: | |||||||||
| Depreciation and amortization expense | 4,716 | 3,381 | 8,097 | ||||||
| Stock-based compensation expense | 177 | 142 | 319 | ||||||
| Adjusted Gross Profit | $ | 166,574 | $ | 107,750 | $ | 274,324 | |||
| Gross Margin | 71.5 | % | 62.9 | % | 67.9 | % | |||
| Adjusted Gross Margin | 73.7 | % | 65.0 | % | 70.0 | % | |||
| Six Months Ended June 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Reconciliation of Adjusted Gross Profit | |||||||||
| Gross profit | $ | 101,384 | $ | 200,845 | $ | 302,229 | |||
| Plus: | |||||||||
| Depreciation and amortization expense | 3,581 | 8,061 | 11,642 | ||||||
| Stock-based compensation expense | 136 | 211 | 347 | ||||||
| Adjusted Gross Profit | $ | 105,101 | $ | 209,117 | $ | 314,218 | |||
| Gross Margin | 66.6 | % | 65.7 | % | 66.0 | % | |||
| Adjusted Gross Margin | 69.1 | % | 68.4 | % | 68.7 | % |
Supplemental Financial Information
The following supplemental financial information provides Revenue, Net Income (Loss), Net Income (Loss) Margin, Adjusted EBITDA and Adjusted EBITDA Margin by our (i) SaaS business and (ii) Marketing Services business. 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.
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.
| Three Months Ended June 30, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Revenue | $ | 115,005 | $ | 95,465 | $ | 210,470 | |||
| Net Income | 13,931 | ||||||||
| Net Income Margin | 6.6 | % | |||||||
| Adjusted EBITDA | 23,393 | 27,839 | 51,232 | ||||||
| Adjusted EBITDA Margin | 20.3 | % | 29.2 | % | 24.3 | % | |||
| Three Months Ended June 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Revenue | $ | 77,794 | $ | 146,290 | $ | 224,084 | |||
| Net Income | 5,548 | ||||||||
| Net Income Margin | 2.5 | % | |||||||
| Adjusted EBITDA | 10,165 | 49,149 | 59,314 | ||||||
| Adjusted EBITDA Margin | 13.1 | % | 33.6 | % | 26.5 | % | |||
| Six Months Ended June 30, 2025 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Revenue | $ | 226,134 | $ | 165,707 | $ | 391,841 | |||
| Net Income | 4,313 | ||||||||
| Net Income Margin | 1.1 | % | |||||||
| Adjusted EBITDA | 34,208 | 37,925 | 72,133 | ||||||
| Adjusted EBITDA Margin | 15.1 | % | 22.9 | % | 18.4 | % | |||
| Six Months Ended June 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Revenue | $ | 152,116 | $ | 305,592 | $ | 457,708 | |||
| Net Income | 13,972 | ||||||||
| Net Income Margin | 3.1 | % | |||||||
| Adjusted EBITDA | 13,600 | 99,828 | 113,428 | ||||||
| Adjusted EBITDA Margin | 8.9 | % | 32.7 | % | 24.8 | % |
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: significant competition for our Marketing Services solutions and SaaS offerings, including from companies that use components of our SaaS offerings provided by third parties; our ability to maintain profitability; our ability to manage our growth effectively; our ability to transition our Marketing Services clients to our Thryv platform, maintain transitioned clients on that platform and sell them additional or upgraded products; sell our platform into new markets or further penetrate existing markets; our ability to maintain our strategic relationships with third-party service providers; internet search engines and portals potentially terminating or materially altering their agreements with us; our ability to keep pace with rapid technological changes and evolving industry standards; our SMBs clients potentially opting not to renew their agreements with us or renewing at lower spend; potential system interruptions or failures, including cybersecurity breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information; our potential failure to identify suitable acquisition candidates and consummate such acquisitions; our ability to complete acquisitions and the successful integration of such acquisitions, including our acquisition of Keap, and any failure of an acquired business to achieve its plans and objectives or realize any expected benefit from any such acquisition; the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees; our ability to maintain the compatibility of our Thryv platform with third-party applications; our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets; our potential failure to provide new or enhanced functionality and features; our potential failure to comply with applicable privacy, security and data laws, regulations and standards; potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations; our potential failure to meet service level commitments under our client contracts; our potential failure to offer high-quality or technical support services; our Thryv platform and add-ons potentially failing to perform properly; our use of artificial intelligence in our business, and challenges with properly managing its use, could result in reputational harm, competitive harm, and legal liability; the potential impact of future labor negotiations; our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how; rising inflation and our ability to control costs, including operating expenses;
general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally; adverse tax laws or regulations or potential changes to existing tax laws or regulations; costs, liabilities and reputational harm resulting from regulatory investigations, including the subpoena from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”); volatility and weakness in bank and capital markets; and costs, obligations and liabilities incurred as a result of and in connection with being a public company as well as the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K filed with the SEC. 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
Thryv Holdings, Inc. (NASDAQ:THRY) is the provider of the leading sales and marketing platform designed to help small businesses attract new and repeat customers. Thryv software offers SMBs everything they need to manage day-to-day operations and grow efficiently. The platform’s AI-supported marketing and business automations help business owners save time, compete, and win. More than 100K businesses globally use Thryv software to connect with customers and run and grow their business. For more information, visit thryv.com.
Media Contact:
Julie Murphy
Thryv, Inc.
617.967.5426
julie.murphy@thryv.com
Investor Contact:
Cameron Lessard
Thryv, Inc.
cameron.lessard@thryv.com
exhibit992-q22025investo
Exhibit 99.2 2ND QUARTER 2025
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20 Q2 2025
21 2nd Quarter Highlights 1Consolidated Adjusted EBITDA is equal to SaaS Adjusted EBITDA and Marketing Services Adjusted EBITDA. See the Appendix for a reconciliation to Net income (loss). 2 Equal to adjusted EBITDA divided by revenue. 2nd Quarter $ in thousands 2025 2024 YoY% SaaS Revenue $115,005 $77,794 47.8% Adjusted EBITDA1 23,393 10,165 Adjusted EBITDA Margin2 20.3% 13.1% Marketing Services Revenue $95,465 $146,290 (34.7)% Adjusted EBITDA1 27,839 49,149 Adjusted EBITDA Margin2 29.2% 33.6% Consolidated Revenue $210,470 $224,084 (6.1)% Net Income 13,931 5,548 Net Income Margin 6.6% 2.5% Adjusted EBITDA1 51,232 59,314 Adjusted EBITDA Margin2 24.3% 26.5%
22 FINANCIAL REVIEW Q2 SaaS Highlights +48% YoY +25% YoY $352 $90M +13% YoY Revenue Subscribers ARPU ThryvPay TPVSeasoned Net Revenue Retention (NRR) 74.0% +430 bps YoY 103% +900 bps YoY Adjusted Gross Margin(1) Results are inclusive of the Keap acquisition made on October 31, 2024, with the exception of NRR and ThryvPay TPV. (1) See Appendix for a reconciliation of Gross Margin to Adjusted Gross Margin.
23 SaaS Highlights F I N A N C I A L R E V I E W Revenue $77.8 $115.0 Q2-24 Q2-25 Adjusted EBITDA $10.2 $23.4 Q2-24 Q2-25 Adjusted Gross Margin 69.7% 74.0% Q2-24 Q2-25 ($ in millions) Results are inclusive of the Keap acquisition made on October 31, 2024. (1) See Appendix for a reconciliation of Gross Margin to Adjusted Gross Margin. ($ in millions)
24 (1) (1) Denotes customers with paid products. Excludes 14,000 clients from the Keap acquisition made on October 31, 2024.
25 Total SaaS and Local Sales Generated inclusive of results from the Keap acquisition. Q2 SaaS ARPU: Total $352, Thryv $340, Keap $431. (1) Thryv Initiated Upgrades refers to upgrades to the SaaS platform initiated by Thryv for selected Marketing Services products at no additional base cost to the converted customers.
26 $30.6 $33.7 $35.9 $37.3 $38.5 $40.7 $44.9 $51.6 $50.9 $54.2 $62.9 $79.2 $81.5 $85.1 $48.2 $52.2 $56.6 $59.3 $59.9 $62.5 $67.4 $74.0 $74.3 $77.8 $87.1 $104.3 $111.1 $115.0 63.4% 64.5% 63.5% 62.8% 64.2% 65.1% 66.6% 69.7% 68.4% 69.7% 72.2% 75.9% 73.3% 74.0% SaaS Adjusted Gross Profit SaaS Revenue SaaS Adj. Gross Margin Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Q2-24 Q3-24 Q4-24 Q1-25 Q2-25 F I N A N C I A L R E V I E W Released Q2 2019 Released on Restricted Sale Q4 2022 Released For General Availability *Command Center was in beta until December 2023. Multi-center Platform Improving Profitability
27 Results are inclusive of the Keap acquisition made on October 31, 2024. The SaaS percentage of revenue may fluctuate due to the timing of revenue recognized from Marketing Services print publications, which are recognized upfront for the full 24-month contract in accordance with ASC 606. However, SaaS continues to account for the clear majority of total revenue and is expected to remain the dominant source going forward.
28 Q2-25 Q2-24 Marketing Services Billings (millions)(1)(3) $78.4 $125.5 YoY % (38)% (28)% BILLINGS (YoY%) (19)% (17)% (20)% (17)% (19)% (22)% (19)% (23)% (24)% (28)% (35)% (40)% (42)% (38)% 21% 20% 24% 25% 24% 20% 13% 22% 22% 24% 32% 43% 51% 46% (14)% (12)% (13)% (9)% (12)% (14)% (12)% (12)% (12)% (14)% (16)% (13)% (10)% (6)% Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Q1 '25 Q2 '25 Total Company Billings F I N A N C I A L R E V I E W Q2-25 Q2-24 SaaS Billings (millions)(1)(2) $113.4 $77.8 YoY % 46% 24% Q2-25 Q2-24 Total Company Billings (millions)(1)(2) $191.8 $203.3 YoY % (6)% (14)% (1) Billings differ from revenue due to timing of revenue recognition. See footnote 3 in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for additional information. (2) SaaS and Total Company Billings includes the effects of the Keap acquisition made on October 31, 2024. (3) Marketing Services Billings excludes Vivial Holdings run-off products. Figures may not foot due to rounding
29 Q3-Q4 and FY 2025 Outlook (in millions, USD) Q3 2025 Q4 2025 FY 2025 MANAGEMENT COMMENTARY MARKETING SERVICES REVENUE $84.0 to $85.0 $73.0 to $74.0 $323.0 to $325.0 • Company expects FY-25 MS revenue decline of ~32% to ~33% Adjusted EBITDA $22.0 to $23.0 $18.5 to $19.5 $78.5 to $80.5 • Company expects MS EBITDA margins in the mid-twenties for FY-25 (in millions, USD) Q3 2025 FY 2025 MANAGEMENT COMMENTARY SAAS REVENUE $116.0 to $117.0 $460.0 to $465.0 • Company expects FY-25 increase of 34% to 35%. Adjusted EBITDA $18.5 to $19.5 $70.5 to $73.5 • Company expects SaaS EBITDA margins in the mid-teens for FY-25
31 APPENDIX Non-GAAP Financial Reconciliation *Figures may not foot due to rounding. (in thousands) Q1-24 Q2-24 Q3-24 Q4-24 FY24 Q1-25 Q2-25 YTD25 Net Income (Loss) $ 8,424 $ 5,548 $ (96,071) $ 7,883 $ (74,216) $ (9,618) $ 13,931 $ 4,313 Interest expense 13,359 12,175 11,514 9,723 46,771 9,073 8,952 18,025 Depreciation and amortization expense 14,553 14,072 12,519 11,645 52,789 11,516 10,191 21,707 Stock-based compensation expense 5,289 6,353 6,011 6,465 24,118 7,737 6,008 13,745 Restructuring and integration expenses 5,265 7,553 4,861 15,018 32,697 4,682 5,493 10,175 Income tax expense (benefit) 5,397 6,618 (5,375) 1,578 8,218 (2,865) 8,436 5,571 Transaction costs — — 1,706 3,439 5,145 — — — Other components of net periodic pension cost (benefit) 1,581 1,581 1,581 (29,549) (24,806) 768 778 1,546 Loss on early extinguishment of debt — 6,638 — — 6,638 — — — Impairment charges — — 83,094 — 83,094 — — — Other 246 (1,224) (217) 3,178 1,983 (392) (2,557) (2,949) Adjusted EBITDA $ 54,114 $ 59,314 $ 19,623 $ 29,380 $ 162,431 $ 20,901 $ 51,232 $ 72,133
32 APPENDIX Three Months Ended June 30, (in thousands) 2025 2024 Segment Revenue $ 115,005 $ 77,794 Less: Segment cost of services 29,884 23,552 Segment sales and marketing 39,581 32,021 Segment general and administrative 22,147 12,056 Segment Adjusted EBITDA $ 23,393 $ 10,165 SaaS Segment Adjusted EBITDA Calculation Six Months Ended June 30, (in thousands) 2025 2024 Segment Revenue $ 226,134 $ 152,116 Less: Segment cost of services 59,560 47,016 Segment sales and marketing 85,381 67,052 Segment general and administrative 46,985 24,448 Segment Adjusted EBITDA $ 34,208 $ 13,600
33 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Three Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 82,911 $ 63,709 $ 146,620 Plus: Depreciation and amortization expense 2,118 1,754 3,872 Stock-based compensation expense 93 73 166 Adjusted Gross Profit $ 85,122 $ 65,536 $ 150,658 Gross Margin 72.1 % 66.7 % 69.7 % Adjusted Gross Margin 74.0 % 68.6 % 71.6 % Three Months Ended June 30, 2024 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 52,289 $ 96,299 $ 148,588 Plus: Depreciation and amortization expense 1,877 3,989 5,866 Stock-based compensation expense 76 98 174 Adjusted Gross Profit $ 54,242 $ 100,386 $ 154,628 Gross Margin 67.2 % 65.8 % 66.3 % Adjusted Gross Margin 69.7 % 68.6 % 69.0 % Non-GAAP Financial Reconciliation
34 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Non-GAAP Financial Reconciliation Six Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 161,681 $ 104,227 $ 265,908 Plus: Depreciation and amortization expense 4,716 3,381 8,097 Stock-based compensation expense 177 142 319 Adjusted Gross Profit $ 166,574 $ 107,750 $ 274,324 Gross Margin 71.5 % 62.9 % 67.9 % Adjusted Gross Margin 73.7 % 65.0 % 70.0 % Six Months Ended June 30, 2024 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 101,384 $ 200,845 $ 302,229 Plus: Depreciation and amortization expense 3,581 8,061 11,642 Stock-based compensation expense 136 211 347 Adjusted Gross Profit $ 105,101 $ 209,117 $ 314,218 Gross Margin 66.6 % 65.7 % 66.0 % Adjusted Gross Margin 69.1 % 68.4 % 68.7 %
35 APPENDIX Supplemental Financial Information The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. 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 reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. 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. Three Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 115,005 $ 95,465 $ 210,470 Adjusted EBITDA 23,393 27,839 51,232 Adjusted EBITDA Margin 20.3 % 29.2 % 24.3 % Three Months Ended June 30, (in thousands) 2025 2024 Net cash provided by operating activities $ 29,556 $ 22,222 Additions to fixed assets and capitalized software (7,770) (8,952) Free cash flow $ 21,786 $ 13,270 Three Months Ended June 30, 2024 (in thousands) SaaS Marketing Services Total Revenue $ 77,794 $ 146,290 $ 224,084 Adjusted EBITDA 10,165 49,149 59,314 Adjusted EBITDA Margin 13.1 % 33.6 % 26.5 %
36 APPENDIX Six Months Ended June 30, (in thousands) 2025 2024 Net cash provided by operating activities $ 19,075 $ 27,660 Additions to fixed assets and capitalized software (14,855) (16,230) Free cash flow $ 4,220 $ 11,430 Supplemental Financial Information Six Months Ended June 30, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 226,134 $ 165,707 $ 391,841 Adjusted EBITDA 34,208 37,925 72,133 Adjusted EBITDA Margin 15.1 % 22.9 % 18.4 % Six Months Ended June 30, 2024 (in thousands) SaaS Marketing Services Total Revenue $ 152,116 $ 305,592 $ 457,708 Adjusted EBITDA 13,600 99,828 113,428 Adjusted EBITDA Margin 8.9 % 32.7 % 24.8 % The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. The supplement financial information also provides Free cash flow, which is a non-GAAP financial measure. 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 reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures presented in the supplemental financial information or under the heading Non-GAAP Financial Reconciliation. 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.
37 1Unbilled receivables represent print revenue earned but not yet invoiced and are expected to result in future cash collections as clients are billed under contract terms. Per ASC 606 accounting policy, print revenue is recognized upfront at the time of shipment.
38 APPENDIX Definitions Definitions of key terms used in this presentation are as follows: • SaaS revenue consists of SaaS revenue recognized by our domestic and foreign operations. • Marketing Services revenue consists of SaaS revenue recognized by our domestic and foreign operations. • SaaS Adjusted EBITDA1 consists of Adjusted EBITDA recognized by our domestic and foreign operations. • Marketing Services1 Adjusted EBITDA consists of Adjusted EBITDA recognized by our domestic and foreign operations. • Adjusted EBITDA2: Defined as Net income (loss) plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Loss on early extinguishment of debt, Restructuring and integration expenses, Transaction costs, Stock-based compensation expense, and non-operating expenses, such as, Other components of net periodic pension (benefit) cost, Non-cash (gain) loss from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred. • Adjusted Gross Profit and Adjusted Gross Profit Margin2: Defined as Gross profit and Gross margin, respectively, adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense. • Average Revenue per Unit (“ARPU”): Defined as total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month • Seasoned Net Revenue Retention: Seasoned Net Revenue Retention is defined as net dollar retention excluding clients acquired over the previous 12 months, including clients acquired in the Keap acquisition, which closed on October 31, 2024. Revenue added to the SaaS segment as a result of the conversion of a Marketing Services product to a SaaS product is included in the calculation of Seasoned Net Revenue Retention for any client who, at the time Thryv converted a Marketing Services product to a SaaS product for that client, already had at least one SaaS product for at least one year. The revenue associated with the products upgraded by Thryv to SaaS for these clients increases SaaS revenue and Seasoned NRR at the time of conversion. 1The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by our (i) Marketing Services business and (ii) SaaS business. SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. 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. 2Results included in this presentation 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 in the Appendix for a reconciliation of Adjusted EBITDA to Net income (loss) and Adjusted Gross Profit to Gross profit. Both Net income (loss) 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. 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.