thryv-20221103
0001556739FALSE00015567392022-11-032022-11-03

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 3, 2022

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

Delaware001-3589513-2740040
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2200 West Airfield Drive, P.O. Box 619810
D/FW Airport, TX
75261
      (Address of Principal Executive Offices)(Zip Code)
(972) 453-7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition.

On November 3, 2022, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the three months ended September 30, 2022. This press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company will hold a conference call on November 3, 2022. A copy of the investor presentation to be discussed at the conference call is being furnished as Exhibit 99.2, and is incorporated herein by reference and available on the Company’s website.

The information in Item 2.02 and Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 and Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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







SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THRYV HOLDINGS, INC.
Date: November 3, 2022
By:/s/ Paul D. Rouse
Name: Paul D. Rouse
Title: Chief Financial Officer, Executive Vice President and Treasurer



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Exhibit 99.1


Thryv Grows SaaS Revenue 26% Year-Over-Year in Third Quarter 2022

Raises Revenue and EBITDA Guidance for Full Year 2022

DALLAS, November 3, 2022 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the leading small business software platform, announced that it grew its SaaS revenue 26% year-over-year in the third quarter of 2022 and has raised revenue guidance for full year 2022.

“We are pleased to report a strong third quarter as we continue to make tremendous progress on our strategic priorities,” said Joe Walsh, Chairman and CEO. “Our SaaS revenue growth, up 26% year-over-year, was ahead of our SaaS guidance targets. Subscribers and ARPU both grew at double digits year-over-year. These strides reflect our investment in our product and client success team.”

As a result of a strong third quarter exceeding guidance, Thryv is increasing guidance for full year 2022 SaaS revenue and Marketing Services revenue and Adjusted EBITDA.

“We are transforming the small business sector one business at a time, supporting entrepreneurs as they move their operations to the cloud. We focus on our clients' engagement and usage which drives their loyalty and spend and allows us to deliver on our objectives," Walsh continued. "In support of our goal of international expansion, we recently announced the opening of our regional HQ in Toronto, the hiring of our Canadian sales team and key partnerships with GetinTheLoop and the Canadian Franchise Association. Marie Caron, our international president, is succeeding in making a difference and assisting our clients as we expand across the globe.”

“On a daily basis, our employees are helping small businesses succeed. We view employee experience as strategically important because clients benefit from our employees' commitment. In fact, Thryv was named to Newsweek's America's 100 Most Loved Workplaces for 2022. We are proud our employees feel this way - and in return, it helps our clients have a great experience when they work with us.”

Third Quarter 2022 Financial Highlights:

Revenue
Total SaaS1 revenue was $56.6 million, a 26.1% increase year-over-year
Total Marketing Services2 revenue was $224.0 million, an 11.2% decrease year-over-year
Consolidated total revenue was $280.7 million, a decrease of 5.6% year-over-year

Profitability
Consolidated net income was $13.3 million
1 Total SaaS revenue in the U.S. and International segments was $55.4 million and $1.3 million for the three months ended September 30, 2022, respectively.
2 Total Marketing Services revenue in the U.S. and International segments was $197.2 million and $26.8 million for the three months ended September 30, 2022, respectively.


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Consolidated Adjusted EBITDA3 was $65.4 million, representing an Adjusted EBITDA margin of 23.3%
Total SaaS4 Adjusted EBITDA loss was $2.2 million
Total Marketing Services5 Adjusted EBITDA was $67.6 million, representing an Adjusted EBITDA margin of 30.2%
Consolidated Gross Profit was $175.6 million, a decrease of 9.1% year-over-year
Consolidated Adjusted Gross Profit6 was $185.6 million
SaaS Gross Profit was $34.4 million, representing a Gross Profit Margin of 60.8%
SaaS Adjusted Gross Profit7 was $35.9 million, representing an Adjusted Gross Profit Margin of 63.5%
SaaS Metrics
SaaS monthly Average Revenue per Unit (“ARPU”)8 increased to $377 for the third quarter of 2022, compared to $340 in the third quarter of 2021
Total SaaS clients increased 13% year-over-year to 51 thousand for the third quarter of 2022
Seasoned Net Dollar Retention9 was 92% at end of the third quarter of 2022
SaaS monthly active users10 increased 19% year-over-year to 37 thousand active users for the third quarter of 2022
ThryvPay annualized total payment volume of approximately $160 million for the third quarter of 2022
Outlook
Based on information available as of November 3, 2022, Thryv is raising guidance11 for the full year 2022 as indicated below:
For the fourth quarter of 2022, the Company expects:
Total SaaS revenue in a range of $57.0 to $58.0 million
Total SaaS Adjusted EBITDA loss11 in a range of $3.4 to $4.4 million
Total Marketing Services revenue in a range of $199.0 to $209.0 million

3Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See Non-GAAP Measures below for additional information.
4 Total SaaS Adjusted EBITDA in the U.S. was $0.4 million and Total SaaS International Adjusted EBITDA loss was $2.6 million for the three months ended September 30, 2022.
5 Marketing Services Adjusted EBITDA in the U.S. and International segments was $61.8 million and $5.8 million for the three months ended September 30, 2022, respectively. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See “Supplemental Financial Information” below for more information.
6 Adjusted Gross Profit is a non-GAAP financial measure. See “Non-GAAP Measures" below for additional information.
7 SaaS Adjusted Gross Profit and Adjusted Gross Profit margin are non-GAAP financial measures. See “Supplemental Financial Information” below for more information.
8 Defined as total client billings by month divided by the number of revenue-generating units during the month.
9 Seasoned Net Dollar Retention is defined as net dollar retention excluding clients acquired over the previous 12 months.
10 Defined as a client with one or more users who log into our SaaS solutions at least once during the calendar month.
11 These statements are forward-looking and actual results may materially differ. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause our actual results to materially differ from these forward-looking statements.


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For the full year 2022, the Company expects:
Total SaaS revenue in a range of $214.0 to $215.0 million
Total SaaS Adjusted EBITDA loss12 in a range of $14.5 to $15.5 million
Total Marketing Services revenue in a range of $965.0 to $975.0 million
Total Marketing Services Adjusted EBITDA13 in a range of $338.0 to $341.0 million


12 A reconciliation of Total SaaS Adjusted EBITDA loss, a non-GAAP financial measure, to a corresponding GAAP measure is not available on a forward-looking basis without unreasonable efforts due to the unavailability of reconciling information, including income tax expense and net periodic pension cost.
13 A reconciliation of Total Marketing Services Adjusted EBITDA, a non-GAAP financial measure, to a corresponding GAAP measure is not available on a forward-looking basis without unreasonable efforts due to the unavailability of reconciling information, including income tax expense and net periodic pension cost.


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Earnings Conference Call Information
Thryv will host a conference call on Thursday, November 3, 2022 at 8:30 a.m. (Eastern Time) to discuss the Company's third quarter 2022 results.

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

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




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Final Results

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

Three Months EndedNine Months Ended
September 30,September 30,
(in thousands, except share and per share data)2022202120222021
Revenue$280,650 $297,290 $923,020 $868,943 
Cost of services 105,011 104,167 321,543 314,934 
Gross profit175,639 193,123 601,477 554,009 
Operating expenses:
Sales and marketing89,891 94,343 275,659 258,277 
General and administrative54,670 32,983 159,514 107,362 
Impairment charges— — 222 3,611 
Total operating expenses144,561 127,326 435,395 369,250 
Operating income31,078 65,797 166,082 184,759 
Other income (expense):
Interest expense(13,720)(12,050)(40,584)(38,159)
Interest expense, related party(850)(4,496)(3,505)(13,229)
Other components of net periodic pension (cost) benefit(3,928)273 5,295 998 
Other income (expense)6,941 (98)15,567 (4,157)
Income before income tax expense19,521 49,426 142,855 130,212 
Income tax expense(6,241)(13,802)(38,062)(33,723)
Net income$13,280 $35,624 $104,793 $96,489 
Other comprehensive income (loss):
Foreign currency translation adjustment(7,920)(4,100)(12,611)(8,545)
Comprehensive income$5,360 $31,524 $92,182 $87,944 
Net income per common share:
Basic$0.39 $1.05 $3.06 $2.87 
Diluted$0.37 $0.95 $2.86 $2.67 
Weighted-average shares used in computing basic and diluted net income per common share:
Basic34,269,274 34,013,897 34,289,333 33,585,488 
Diluted35,811,473 37,620,116 36,698,395 36,110,702 




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Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)September 30, 2022December 31, 2021
Assets(unaudited)
Current assets
Cash and cash equivalents$14,312 $11,262 
Accounts receivable, net of allowance of $13,142 in 2022 and $17,387 in 2021
290,103 279,053 
Contract assets, net of allowance of $42 in 2022 and $88 in 2021
3,121 5,259 
Taxes receivable12,860 14,711 
Prepaid expenses28,253 22,418 
Indemnification asset25,818 24,346 
Other current assets12,626 13,596 
Total current assets387,093 370,645 
Fixed assets and capitalized software, net42,144 50,938 
Goodwill664,619 671,886 
Intangible assets, net45,330 82,577 
Deferred tax assets126,721 90,565 
Other assets23,974 33,891 
Total assets$1,289,881 $1,300,502 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable$18,203 $8,610 
Accrued liabilities133,063 131,813 
Current portion of unrecognized tax benefits31,243 29,771 
Contract liabilities31,733 51,726 
Current portion of long-term debt70,000 70,000 
Other current liabilities11,644 15,214 
Total current liabilities295,886 307,134 
Term Loan, net349,044 309,672 
Term Loan, related party25,827 142,875 
ABL Facility58,856 39,929 
Pension obligations, net111,942 140,167 
Deferred tax liabilities832 10,798 
Other liabilities25,568 35,212 
Total long-term liabilities572,069 678,653 
Commitments and contingencies
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 61,160,731 shares issued and 34,475,189 shares outstanding at September 30, 2022; and 60,830,853 shares issued and 34,145,311 shares outstanding at December 31, 2021
612 608 
Additional paid-in capital1,099,313 1,084,288 
Treasury stock - 26,685,542 shares at September 30, 2022 and December 31, 2021
(468,879)(468,879)
Accumulated other comprehensive income (loss)(20,658)(8,047)
Accumulated deficit(188,462)(293,255)
Total stockholders' equity421,926 314,715 
Total liabilities and stockholders' equity$1,289,881 $1,300,502 


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Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended September 30,
(in thousands)20222021
Cash Flows from Operating Activities(unaudited)(unaudited)
Net income$104,793 $96,489 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization65,954 80,675 
Amortization of debt issuance costs4,327 3,431 
Deferred income taxes(23,222)(57,823)
Provision for credit losses and service credits18,325 13,806 
Stock-based compensation expense10,140 6,232 
Other components of net periodic pension (benefit)(5,295)(998)
Impairment charges222 3,611 
(Gain) loss on foreign currency exchange rates(4,447)748 
Bargain purchase gain(10,245)— 
Other489 1,961 
Changes in working capital items, excluding acquisitions:
Accounts receivable(8,930)48,791 
Contract assets2,226 3,837 
Prepaid expenses and other assets16,485 (3,184)
Accounts payable and accrued liabilities(36,956)(64,377)
Other liabilities(29,645)(11,660)
Net cash provided by operating activities104,221 121,539 
Cash Flows from Investing Activities
Additions to fixed assets and capitalized software(19,345)(20,053)
Proceeds from the sale of fixed assets— 63 
Acquisition of a business, net of cash acquired(22,793)(175,370)
Net cash (used in) investing activities(42,138)(195,360)
Cash Flows from Financing Activities
Proceeds from Term Loan— 418,070 
Proceeds from Term Loan, related party— 260,930 
Payments of Term Loan(73,164)(86,199)
Payments of Term Loan, related party(8,347)(36,801)
Payments of Senior Term Loan— (335,821)
Payments of Senior Term Loan, related party— (113,789)
Proceeds from ABL Facility746,689 793,604 
Payments of ABL Facility(727,762)(816,661)
Proceeds from exercises of stock options and stock warrants4,888 18,144 
Other— (13,960)
Net cash (used in) provided by financing activities(57,696)87,517 
Effect of exchange rate changes on cash and cash equivalents(1,610)(3,446)
Increase in cash and cash equivalents and restricted cash2,777 10,250 
Cash and cash equivalents and restricted cash, beginning of period13,557 2,406 
Cash and cash equivalents and restricted cash, end of period$16,334 $12,656 
Supplemental Information
Cash paid for interest$42,435 $52,491 
Cash paid for income taxes, net$53,673 $58,491 


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

Three Months Ended September 30,Change
(in thousands of $)20222021Amount%
Revenue
Thryv U.S. (1)
Marketing Services$197,174 $213,210 $(16,036)(7.5)%
SaaS55,353 44,800 10,553 23.6 %
Thryv International (2)
Marketing Services26,833 39,149 (12,316)(31.5)%
SaaS1,290 131 1,159 NM
Consolidated Revenue$280,650 $297,290 $(16,640)(5.6)%
Segment Gross Profit
Thryv U.S. (1)
Marketing Services$126,846 $149,252 $(22,406)(15.0)%
SaaS33,827 27,753 6,074 21.9 %
Thryv International (2)
Marketing Services14,351 16,347 (1,996)(12.2)%
SaaS615 (229)844 NM
Consolidated Segment Gross Profit$175,639 $193,123 $(17,484)(9.1)%
Segment EBITDA
Thryv U.S. (1)
Marketing Services$61,802 $96,231 $(34,429)(35.8)%
SaaS398 (5,508)5,906 107.2 %
Thryv International (2)
Marketing Services5,807 14,013 (8,206)(58.6)%
SaaS(2,575)(2,377)(198)8.3 %
Consolidated Adjusted EBITDA$65,432 $102,359 $(36,927)(36.1)%

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


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Nine Months Ended September 30,Change
(in thousands of $)20222021Amount%
Revenue
Thryv U.S. (1)
Marketing Services$632,277 $643,938 $(11,661)(1.8)%
SaaS153,863 123,437 30,426 24.6 %
Thryv International (2)
Marketing Services133,715 101,428 32,287 31.8 %
SaaS3,165 140 3,025 NM
Consolidated Revenue$923,020 $868,943 $54,077 6.2 %
Segment Gross Profit
Thryv U.S. (1)
Marketing Services$415,130 $442,244 $(27,114)(6.1)%
SaaS95,328 76,234 19,094 25.0 %
Thryv International (2)
Marketing Services89,694 35,755 53,939 150.9 %
SaaS1,325 (224)1,549 NM
Consolidated Segment Gross Profit$601,477 $554,009 $47,468 8.6 %
Segment EBITDA
Thryv U.S. (1)
Marketing Services$211,871 $277,546 $(65,675)(23.7)%
SaaS(3,769)(7,311)3,542 48.4 %
Thryv International (2)
Marketing Services64,449 36,182 28,267 78.1 %
SaaS(7,402)(2,372)(5,030)NM
Consolidated Adjusted EBITDA$265,149 $304,045 $(38,896)(12.8)%

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



Non-GAAP Measures
Our results included in this press release include Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Gross Profit, which are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables below for a reconciliation of Adjusted EBITDA to Net income and Adjusted Gross Profit to Gross profit. Both Net income and Gross profit are the most comparable GAAP financial measure to Adjusted EBITDA and Adjusted Gross Profit, respectively. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue.



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We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. However, it is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Reconciliation of Adjusted EBITDA
Net income$13,280 $35,624 $104,793 $96,489 
Income tax expense6,241 13,802 38,062 33,723 
Interest expense14,570 16,546 44,089 51,388 
Depreciation and amortization expense23,393 31,049 65,954 80,675 
Loss on termination of leaseback obligations— — — 3,409 
Restructuring and integration expenses (1)
3,790 2,312 14,439 15,036 
Transaction costs (2)
1,461 3,987 4,797 19,973 
Stock-based compensation expense (3)
4,402 2,340 10,140 6,232 
Other components of net periodic pension cost (benefit) (4)
3,928 (273)(5,295)(998)
Non-cash (gain) from remeasurement of indemnification asset (5)
(585)(404)(1,472)(1,248)
Impairment charges — — 222 3,611 
Other (6)
(5,048)(2,624)(10,580)(4,245)
Adjusted EBITDA$65,432 $102,359 $265,149 $304,045 
(1)For the three and nine months ended September 30, 2022 and 2021, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, loss on disposal of fixed assets and capitalized software, and costs associated with abandoned facilities and system consolidation.
(2)Expenses related to our direct listing, Thryv Australia and Vivial acquisitions and other transaction costs.
(3)We record stock-based compensation expense related to the amortization of grant date fair value of the Company’s stock-based compensation awards.
(4)Other components of net periodic pension cost (benefit) is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of Other components of net periodic pension cost (benefit) relates to the mark-to-market pension remeasurement.
(5)In connection with the YP Acquisition, the seller indemnified us for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the acquisition date.
(6)Other primarily includes expenses related to potential non income-based tax liabilities and foreign exchange-related expense. Additionally, during the nine months ended September 30, 2022, Other includes the bargain purchase gain as a result of the Vivial Acquisition.



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The following tables set forth reconciliations of Adjusted Gross Profit and Adjusted Gross Margin, to their most directly comparable GAAP measures, Gross profit and Gross margin:
Three Months Ended September 30, 2022
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$126,846 $33,827 $14,351 $615 $175,639 
Plus:
Depreciation and amortization expense4,593 1,287 3,739 195 9,814 
Stock-based compensation expense 85 22 — — 107 
Adjusted Gross Profit$131,524 $35,136 $18,090 $810 $185,560 
Gross Margin64.3 %61.1 %53.5 %47.7 %62.6 %
Adjusted Gross Margin66.7 %63.5 %67.4 %62.8 %66.1 %
Three Months Ended September 30, 2021
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$149,252 $27,753 $16,347 $(229)$193,123 
Plus:
Depreciation and amortization expense4,442 942 9,510 36 14,930 
Stock-based compensation expense 127 29 — — 156 
Adjusted Gross Profit$153,821 $28,724 $25,857 $(193)$208,209 
Gross Margin70.0 %61.9 %41.8 %(174.8)%65.0 %
Adjusted Gross Margin72.1 %64.1 %66.0 %(147.3)%70.0 %


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Nine Months Ended September 30, 2022
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$415,130 $95,328 $89,694 $1,325 $601,477 
Plus:
Depreciation and amortization expense13,381 3,278 11,771 337 28,767 
Stock-based compensation expense 251 63 — — 314 
Adjusted Gross Profit$428,762 $98,669 $101,465 $1,662 $630,558 
Gross Margin65.7 %62.0 %67.1 %41.9 %65.2 %
Adjusted Gross Margin67.8 %64.1 %75.9 %52.5 %68.3 %

Nine Months Ended September 30, 2021
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$442,244 $76,234 $35,755 $(224)$554,009 
Plus:
Depreciation and amortization expense13,485 2,598 26,869 39 42,991 
Stock-based compensation expense 265 55 — — 320 
Adjusted Gross Profit$455,994 $78,887 $62,624 $(185)$597,320 
Gross Margin68.7 %61.8 %35.3 %(160.0)%63.8 %
Adjusted Gross Margin70.8 %63.9 %61.7 %(132.1)%68.7 %


Supplemental Financial Information
The following supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses in the U.S., International and in Total and (ii) SaaS businesses in the U.S., International and in Total. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please refer to the supplemental information presented in the tables below for a reconciliation of these non-GAAP financial measures to the corresponding segment financial measures presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our global SaaS and Marketing Services financial performance, enhance the overall understanding of our global SaaS and Marketing Services past financial performance and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We believe that these measures provide additional tools for investors to use in comparing our core financial performance over multiple periods.


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Three Months Ended September 30, 2022
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$197,174 $26,833 $224,007 $55,353 $1,290 $56,643 
Adjusted EBITDA61,802 5,807 67,609 398 (2,575)(2,177)
Adjusted EBITDA Margin31.3 %21.6 %30.2 %0.7 %(199.6)%(3.8)%

Three Months Ended September 30, 2021
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$213,210 $39,149 $252,359 $44,800 $131 $44,931 
Adjusted EBITDA96,231 14,013 110,244 (5,508)(2,377)(7,885)
Adjusted EBITDA Margin45.1 %35.8 %43.7 %(12.3)%NM(17.5)%

Nine Months Ended September 30, 2022
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$632,277 $133,715 $765,992 $153,863 $3,165 $157,028 
Adjusted EBITDA211,871 64,449 276,320 (3,769)(7,402)(11,171)
Adjusted EBITDA Margin33.5 %48.2 %36.1 %(2.4)%(233.9)%(7.1)%

Nine Months Ended September 30, 2021
(in thousands)Marketing ServicesSaaS
U.S.InternationalTotalU.S.InternationalTotal
Revenue$643,938 $101,428 $745,366 $123,437 $140 $123,577 
Adjusted EBITDA277,546 36,182 313,728 (7,311)(2,372)(9,683)
Adjusted EBITDA Margin43.1 %35.7 %42.1 %(5.9)%NM(7.8)%


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: risks related to the ongoing COVID-19 pandemic, the Company’s ability to maintain adequate liquidity to fund operations; the Company’s future operating and


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financial performance; the Company’s ability to consummate acquisitions, or, if consummated, to successfully integrate acquired businesses into the Company’s operations, the Company’s ability to recognize the benefits of acquisitions, or the failure of an acquired company to achieve its plans and objectives; limitations on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit facilities; our ability to retain existing business and obtain and retain new business; general economic or business conditions affecting the markets we serve; declining use of print yellow page directories by consumers; our ability to collect trade receivables from clients to whom we extend credit; credit risk associated with our reliance on small and medium sized businesses as clients; our ability to attract and retain key managers; increased competition in our markets; our ability to obtain future financing due to changes in the lending markets or our financial position; our ability to maintain agreements with major Internet search and local media companies; reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue; and our ability to anticipate or respond effectively to changes in technology and consumer preferences as well as the risks and uncertainties set forth in the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on From 10-Q filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such cautionary statements.

If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. For these reasons, we caution you against relying on forward-looking statements. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. These forward-looking statements speak only as of the date hereof and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Thryv Holdings, Inc.

Thryv Holdings, Inc. (NASDAQ: THRY) is a global software and marketing services company that empowers small- to medium-sized businesses (“SMBs”) to grow and modernize their operations so they can compete and win in today's economy. Over 50,000 businesses use our award-winning SaaS platform, Thryv®, to manage their end-to-end operations, which has helped businesses across the U.S. and overseas grow their bottom line. Thryv also manages digital and print presence for approximately 400,000 businesses, connecting these SMBs to local consumers via proprietary local search portals and print directories. For more information about Thryv Holdings, Inc, visit thryv.com.

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




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


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Exhibit 99.2 3rd QUARTER 2022 INVESTOR PRESENTATION


 
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22 Q3 2022


 
23 3rd QUARTER HIGHLIGHTS Note: Vivial contributed $20 million to Marketing Services Revenue in Q3-22 ($73 million YTD) 3rd Quarter $ in thousands 2022 2021 YoY% Total SaaS Revenue $56,643 $44,931 26.1% Adjusted EBIDTA (2,177) (7,885) Adjusted EBIDTA Margin (3.8)% (17.5)% Total Marketing Services Revenue $224,007 $252,359 (11.2)% Adjusted EBIDTA 67,609 110,244 Adjusted EBIDTA Margin 30.2% 43.7% Consolidated Revenue $280,650 $297,290 (5.6)% Adjusted EBIDTA 65,432 102,359 Adjusted EBIDTA Margin 23.3% 34.4%


 
24 FINANCIAL REVIEW SAAS HIGHLIGHTS +26% YoY +13% YoY +11% YoY $160M Annualized Spend Revenue Growth Growing Subscribers ARPU Expansion ThryvPay TPV


 
25 Q3 2022 Q3 2021 Q3 2022 MONTHLY ACTIVE USER (MAU) GROWTH SEASONED NET DOLLAR RETENTION (NDR) 37K31K FINANCIAL REVIEW SAAS METRICS Q3 2021 Q3 2022 92%95%


 
26 Note: Excludes Vivial Holdings Q3-22 Q3-21 Marketing Services Billings (millions) $198.1 $246.6 YoY % (20%) (21%) FINANCIAL REVIEW TOTAL MARKETING SERVICES


 
27 $200M FINANCIAL REVIEW TOTAL MARKETING SERVICES High Sustained Adjusted EBITDA Margins 2022E 2021 2020 2019 2018 2017 Marketing Services Adjusted EBITDA Margin Marketing Services Revenue $970M $942M $980M $1,293M $1,660M $1,243M 35% 39% 37% 36% 36% 39% 2022E is midpoint of guidance.


 
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29 Q4 2022 FY 2022 MANAGEMENT COMMENTARY TOTAL SAAS REVENUE $57.0 to $58.0 million $214.0 to $215.0 million FY22 guidance raised from previous guidance range of $209.5 to $211.0 million Adjusted EBITDA $3.4 to $4.4 million loss $14.5 to $15.5 million loss FY22 guidance improved from previous guidance range of $16.0 to $19.0 million loss TOTAL MARKETING SERVICES REVENUE $199.0 to $209.0 million $965.0 to $975.0 million FY22 guidance raised from previous guidance range of $955 to $970 million Adjusted EBITDA $338.0 to $341.0 million FY22 EBITDA guidance raised from previous guidance range of $335 to $340 million Company expects FY22 Marketing Services EBITDA margin of ~35% 4th QUARTER & FY 2022 OUTLOOK Company Updates Guidance For FY22


 
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31 APPENDIX SEGMENT RESULTS Nine Months Ended September 30, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 632,277 $ 153,863 $ 133,715 $ 3,165 $ 923,020 Segment Gross Profit 415,130 95,328 89,694 1,325 601,477 Segment Adjusted EBITDA 211,871 (3,769) 64,449 (7,402) 265,149 Nine Months Ended September 30, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 643,938 $ 123,437 $ 101,428 $ 140 $ 868,943 Segment Gross Profit 442,244 76,234 35,755 (224) 554,009 Segment Adjusted EBITDA 277,546 (7,311) 36,182 (2,372) 304,045 Three Months Ended September 30, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 213,210 $ 44,800 $ 39,149 $ 131 $ 297,290 Segment Gross Profit 149,252 27,753 16,347 (229) 193,123 Segment Adjusted EBITDA 96,231 (5,508) 14,013 (2,377) 102,359 Three Months Ended September 30, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Total Revenue $ 197,174 $ 55,353 $ 26,833 $ 1,290 $ 280,650 Segment Gross Profit 126,846 33,827 14,351 615 175,639 Segment Adjusted EBITDA 61,802 398 5,807 (2,575) 65,432


 
32 $ IN THOUSANDS Q1-21 Q2-21 Q3-21 Q4-21 FY21 Q1-22 Q2-22 Q3-22 YTD Q3-22 Net Income $ 36,506 $ 24,359 $ 35,624 $ 5,088 $ 101,577 $ 33,511 $ 58,002 $ 13,280 $ 104,793 Income tax expense (benefit) 11,809 8,112 13,802 (986) 32,737 9,621 22,200 6,241 38,062 Interest expense 15,672 19,170 16,546 14,986 66,374 14,867 14,652 14,570 44,089 Depreciation and amortization expense 19,718 29,908 31,049 24,798 105,473 21,969 20,592 23,393 65,954 Restructuring and integration expenses 9,234 3,489 2,312 3,109 18,145 5,827 4,822 3,790 14,439 Transaction costs 10,546 5,440 3,987 5,086 25,059 1,720 1,616 1,461 4,797 Stock-based compensation expense 1,971 1,921 2,340 1,862 8,094 1,928 3,810 4,402 10,140 Other components of net periodic pension (benefit) cost (453) (272) (273) (13,831) (14,829) (70) (9,153) 3,928 (5,295) (Gain) loss on remeasurement of indemnification asset — (844) (404) 1,247 (1) (400) (487) (585) (1,472) Impairment charges — 3,611 — — 3,611 — 222 — 222 Other (70) 1,859 (2,624) 5,119 4,283 (5,256) (276) (5,048) (10,580) Adjusted EBITDA $ 104,933 $ 96,753 $ 102,359 $ 46,478 $ 350,523 $ 83,717 $ 116,000 $ 65,432 $ 265,149 APPENDIX NON-GAAP FINANCIAL RECONCILIATION *Figures may not foot due to rounding.


 
33 Reconciliation of Adjusted Gross Profit to Gross profit APPENDIX NON-GAAP FINANCIAL RECONCILIATION Three Months Ended September 30, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 126,846 $ 33,827 $ 14,351 $ 615 $ 175,639 Plus: Depreciation and amortization expense 4,593 1,287 3,739 195 9,814 Stock-based compensation expense 85 22 — — 107 Adjusted Gross Profit $ 131,524 $ 35,136 $ 18,090 $ 810 $ 185,560 Gross Margin 64.3 % 61.1 % 53.5 % 47.7 % 62.6 % Adjusted Gross Margin 66.7 % 63.5 % 67.4 % 62.8 % 66.1 % Three Months Ended September 30, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 149,252 $ 27,753 $ 16,347 $ (229) $ 193,123 Plus: Depreciation and amortization expense 4,442 942 9,510 36 14,930 Stock-based compensation expense 127 29 — — 156 Adjusted Gross Profit $ 153,821 $ 28,724 $ 25,857 $ (193) $ 208,209 Gross Margin 70.0 % 61.9 % 41.8 % (174.8)% 65.0 % Adjusted Gross Margin 72.1 % 64.1 % 66.0 % (147.3)% 70.0 %


 
34 Reconciliation of Adjusted Gross Profit to Gross profit APPENDIX NON-GAAP FINANCIAL RECONCILIATION Nine Months Ended September 30, 2022 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 415,130 $ 95,328 $ 89,694 $ 1,325 $ 601,477 Plus: Depreciation and amortization expense 13,381 3,278 11,771 337 28,767 Stock-based compensation expense 251 63 — — 314 Adjusted Gross Profit $ 428,762 $ 98,669 $ 101,465 $ 1,662 $ 630,558 Gross Margin 65.7 % 62.0 % 67.1 % 41.9 % 65.2 % Adjusted Gross Margin 67.8 % 64.1 % 75.9 % 52.5 % 68.3 % Nine Months Ended September 30, 2021 Thryv U.S Thryv International (in thousands) Marketing Services SaaS Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 442,244 $ 76,234 $ 35,755 $ (224) $ 554,009 Plus: Depreciation and amortization expense 13,485 2,598 26,869 39 42,991 Stock-based compensation expense 265 55 — — 320 Adjusted Gross Profit $ 455,994 $ 78,887 $ 62,624 $ (185) $ 597,320 Gross Margin 68.7 % 61.8 % 35.3 % (160.0)% 63.8 % Adjusted Gross Margin 70.8 % 63.9 % 61.7 % (132.1)% 68.7 %


 
35 APPENDIX SUPPLEMENTAL FINANCIAL INFORMATION The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses in the U.S., International and in Total and (ii) SaaS businesses in the U.S., International and in Total. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Three Months Ended September 30, 2022 (in thousands) Marketing Services SaaS U.S. International Total Marketing Services U.S. International Total SaaS Revenue $ 197,174 $ 26,833 $ 224,007 $ 55,353 $ 1,290 $ 56,643 Adjusted EBITDA 61,802 5,807 67,609 398 (2,575) (2,177) Adjusted EBITDA Margin 31.3 % 21.6 % 30.2 % 0.7 % (199.6)% (3.8)% Three Months Ended September 30, 2021 (in thousands) Marketing Services SaaS U.S. International Total Marketing Services U.S. International Total SaaS Revenue $ 213,210 $ 39,149 $ 252,359 $ 44,800 $ 131 $ 44,931 Adjusted EBITDA 96,231 14,013 110,244 (5,508) (2,377) (7,885) Adjusted EBITDA Margin 45.1 % 35.8 % 43.7 % (12.3)% NM (17.5)%


 
36 APPENDIX SUPPLEMENTAL FINANCIAL INFORMATION The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses in the U.S., International and in Total and (ii) SaaS businesses in the U.S., International and in Total. Total SaaS Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Total Marketing Services Adjusted EBITDA and Adjusted EBITDA margin are also non-GAAP financial measures. These non-GAAP financial measures are presented for supplemental informational purposes only and are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Nine Months Ended September 30, 2022 (in thousands) Marketing Services SaaS US International Total Marketing Services US International Total SaaS Revenue $ 632,277 $ 133,715 $ 765,992 $ 153,863 $ 3,165 $ 157,028 Adjusted EBITDA 211,871 64,449 276,320 (3,769) (7,402) (11,171) Adjusted EBITDA Margin 33.5 % 48.2 % 36.1 % (2.4)% (233.9)% (7.1)% Nine Months Ended September 30, 2021 (in thousands) Marketing Services SaaS US International Total Marketing Services US International Total SaaS Revenue $ 643,938 $ 101,428 $ 745,366 $ 123,437 $ 140 $ 123,577 Adjusted EBITDA 277,546 36,182 313,728 (7,311) (2,372) (9,683) Adjusted EBITDA Margin 43.1 % 35.7 % 42.1 % (5.9)% NM (7.8)%


 
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