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): May 1, 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 May 1, 2025, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the three months ended March 31, 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 May 1, 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 May 1, 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: May 1, 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 First Quarter 2025,
First Quarter Results Exceed Guidance
–Q1 SaaS Revenue Increased 50% Year-Over-Year
–Q1 SaaS Revenue (Ex-Keap) Increased 24% Year-Over-Year
–Q1 SaaS Revenue over 60% of Total Revenue
–Q1 Record Seasoned NRR of 103%
DALLAS, May 1, 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 50% year-over-year in the first quarter of 2025.
“Thryv started 2025 with strong positive momentum as SaaS revenue accelerated to over 60% of total revenue, underscoring the progress of our strategic transformation into a premier SMB software business,” said Joe Walsh, Thryv Chairman and CEO. “While we remain focused on acquiring and upgrading subscribers to the platform, we have been deepening relationships with our existing customers and expanding ARPU. We are leaning into cross-selling and anticipate continued growth as we enhance our product-led strategy and expand into new verticals. Looking ahead, the resilient customer demand we are experiencing is encouraging, and we are committed to driving sustainable, profitable growth as we continue to invest in our platform.”
“In the first quarter, we exceeded our guidance, and balanced SaaS top-line growth with disciplined cost management,” stated Paul Rouse, Chief Financial Officer. “Seasoned NRR increased to a record 103% in the first quarter as a result of upselling and cross-selling additional products and services to our customer base. For the remainder of 2025, we expect to deliver SaaS revenue growth and continued SaaS Adjusted EBITDA margin improvement.”
First Quarter 2025 Highlights:
•SaaS revenue was $111.1 million, a 50% increase year-over-year
•SaaS revenue excluding Keap was $92.2 million, a 24% increase year-over-year
•Marketing Services revenue was $70.2 million, a 56% decrease year-over-year
•Consolidated total revenue was $181.4 million, a decrease of 22% year-over-year
•Consolidated net loss was $9.6 million, or $(0.22) per diluted share; compared to net income of $8.4 million, or $0.22 per diluted share, for the first quarter of 2024
•Consolidated Adjusted EBITDA was $20.9 million, representing an Adjusted EBITDA margin of 11.5%.
•SaaS Adjusted EBITDA was $10.8 million, representing an Adjusted EBITDA margin of 9.7%
•Total Marketing Services Adjusted EBITDA was $10.1 million, representing an Adjusted EBITDA margin of 14.4%
•Consolidated Gross Profit was $119.3 million
•Consolidated Adjusted Gross Profit1 was $123.7 million
•SaaS Gross Profit was $78.8 million, representing a Gross Margin of 70.9%
•SaaS Adjusted Gross Profit2 was $81.5 million, representing an Adjusted Gross Margin of 73.3%
SaaS Metrics
•SaaS clients increased 59% year-over-year to 111 thousand at the end of the first quarter of 2025 SaaS clients, excluding Keap, increased 37% year-over-year to 96 thousand
•Seasoned Net Revenue Retention2 was 103% for the first quarter of 2025, an increase of 900 bps year-over-year, excluding Keap
•SaaS monthly Average Revenue per Unit (“ARPU”)3 was $335 for the first quarter of 2025
•ThryvPay total payment volume was $71 million, an increase of 13% year-over-year
Outlook
Based on information available as of May 1, 2025, Thryv is issuing guidance4 for the second quarter of 2025 and full year 2025 as indicated below:
| 2nd Quarter | Full Year | ||
|---|---|---|---|
| (in millions) | 2025 | 2025 | |
| SaaS Revenue | $113.0 - $115.0 | $460.5 - $471.0 | |
| SaaS Adjusted EBITDA | $18.5 - $19.5 | $67.0 - $71.0 | |
| 2nd Quarter | 4th Quarter | Full Year | |
| --- | --- | --- | --- |
| (in millions) | 2025 | 2025 | 2025 |
| Marketing Services Revenue | 90.0 - 91.0 | $72.0 - $73.0 | $310.0 - $314.0 |
| Marketing Services Adjusted EBITDA | 24.0 - 26.0 | $77.5 - $78.5 |
All values are in US Dollars.
1 Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.
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.
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.
Earnings Conference Call Information
Thryv will host a conference call on Thursday, May 1, 2025 at 8:30 a.m. (Eastern Time) to discuss the Company's first quarter 2025 results.
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 (Loss) Income
| Three Months Ended | ||||
|---|---|---|---|---|
| March 31, | ||||
| (in thousands, except share and per share data) | 2025 | 2024 | ||
| Revenue | $ | 181,371 | $ | 233,624 |
| Cost of services | 62,083 | 79,983 | ||
| Gross profit | 119,288 | 153,641 | ||
| Operating expenses: | ||||
| Sales and marketing | 70,051 | 70,091 | ||
| General and administrative | 52,271 | 52,416 | ||
| Total operating expenses | 122,322 | 122,507 | ||
| Operating (loss) income | (3,034) | 31,134 | ||
| Other income (expense): | ||||
| Interest expense | (6,067) | (13,359) | ||
| Interest expense, related party | (3,006) | — | ||
| Other components of net periodic pension cost | (768) | (1,581) | ||
| Other income (expense) | 392 | (2,373) | ||
| (Loss) income before income tax benefit (expense) | (12,483) | 13,821 | ||
| Income tax benefit (expense) | 2,865 | (5,397) | ||
| Net (loss) income | $ | (9,618) | $ | 8,424 |
| Other comprehensive income (loss): | ||||
| Foreign currency translation adjustment, net of tax | (187) | (265) | ||
| Comprehensive (loss) income | $ | (9,805) | $ | 8,159 |
| Net (loss) income per common share: | ||||
| Basic | $ | (0.22) | $ | 0.24 |
| Diluted | $ | (0.22) | $ | 0.22 |
| Weighted-average shares used in computing basic and diluted net (loss) income per common share: | ||||
| Basic | 43,412,366 | 35,186,121 | ||
| Diluted | 43,412,366 | 37,985,785 |
Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
| (in thousands, except share data) | March 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 10,993 | $ | 16,311 |
| Accounts receivable, net of allowance of $13,144 in 2025 and $13,051 in 2024 | 139,894 | 161,620 | ||
| Contract assets, net of allowance of $33 in 2025 and $29 in 2024 | 1,980 | 2,127 | ||
| Taxes receivable | 7,493 | 6,218 | ||
| Prepaid expenses | 30,806 | 13,923 | ||
| Deferred costs | 9,486 | 8,402 | ||
| Other current assets | 2,035 | 2,119 | ||
| Total current assets | 202,687 | 210,720 | ||
| Fixed assets and capitalized software, net | 41,998 | 44,478 | ||
| Goodwill | 253,809 | 253,318 | ||
| Intangible assets, net | 31,956 | 34,259 | ||
| Deferred tax assets | 146,530 | 143,495 | ||
| Other assets | 26,754 | 25,895 | ||
| Total assets | $ | 703,734 | $ | 712,165 |
| Liabilities and Stockholders' Equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 5,894 | $ | 13,011 |
| Accrued liabilities | 80,828 | 95,462 | ||
| Current portion of unrecognized tax benefits | 26,703 | 26,196 | ||
| Contract liabilities | 42,873 | 40,315 | ||
| Current portion of Term Loan | 15,750 | — | ||
| Current portion of Term Loan, related party | 10,500 | 5,250 | ||
| Other current liabilities | 6,847 | 8,151 | ||
| Total current liabilities | 189,395 | 196,260 | ||
| Term Loan, net | 139,565 | — | ||
| Term Loan, net, related party | 95,382 | 100,436 | ||
| ABL Facility | 37,790 | — | ||
| Pension obligations, net | 38,699 | 38,014 | ||
| Other liabilities | 9,672 | 9,759 | ||
| Total long-term liabilities | 321,108 | 318,985 | ||
| Commitments and contingencies | ||||
| Stockholders' equity | ||||
| Common stock - $0.01 par value, 250,000,000 shares authorized; 71,496,077 shares issued and 43,728,331 shares outstanding at March 31, 2025; and 70,556,740 shares issued and 43,033,960 shares outstanding at December 31, 2024 | 715 | 706 | ||
| Additional paid-in capital | 1,282,424 | 1,272,476 | ||
| Treasury stock - 27,767,746 shares at March 31, 2025 and 27,522,780 shares at December 31, 2024 | (492,744) | (488,903) | ||
| Accumulated other comprehensive loss | (15,128) | (14,941) | ||
| Accumulated deficit | (582,036) | (572,418) | ||
| Total stockholders' equity | 193,231 | 196,920 | ||
| Total liabilities and stockholders' equity | $ | 703,734 | $ | 712,165 |
Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Cash Flows from Operating Activities | ||||
| Net (loss) income | $ | (9,618) | $ | 8,424 |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 11,516 | 14,553 | ||
| Amortization of deferred commissions | 3,499 | 4,849 | ||
| Amortization of debt issuance costs | 830 | 1,310 | ||
| Deferred income taxes | (2,986) | (3,110) | ||
| Provision for credit losses and service credits | 3,782 | 7,475 | ||
| Stock-based compensation expense | 7,737 | 5,289 | ||
| Other components of net periodic pension cost | 768 | 1,581 | ||
| Other | (355) | (779) | ||
| Changes in working capital items, excluding acquisitions: | ||||
| Accounts receivable | 16,840 | (9,750) | ||
| Contract assets | 147 | (1,670) | ||
| Prepaid expenses and other assets | (20,672) | (18,169) | ||
| Accounts payable and accrued liabilities | (22,338) | (5,754) | ||
| Other liabilities | 369 | 1,189 | ||
| Net cash (used in) provided by operating activities | (10,481) | 5,438 | ||
| Cash Flows from Investing Activities | ||||
| Additions to fixed assets and capitalized software | (7,085) | (7,278) | ||
| Acquisition of a business, net of cash acquired | (143) | — | ||
| Net cash used in investing activities | (7,228) | (7,278) | ||
| Cash Flows from Financing Activities | ||||
| Payments of Term Loan | — | (9,368) | ||
| Proceeds from ABL Facility | 109,647 | 205,351 | ||
| Payments of ABL Facility | (95,748) | (198,459) | ||
| Other | (1,620) | 918 | ||
| Net cash provided by (used in) financing activities | 12,279 | (1,558) | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 124 | (723) | ||
| (Decrease) in cash, cash equivalents and restricted cash | (5,306) | (4,121) | ||
| Cash, cash equivalents and restricted cash, beginning of period | 17,760 | 20,530 | ||
| Cash, cash equivalents and restricted cash, end of period | $ | 12,454 | $ | 16,409 |
| Supplemental Information | ||||
| Cash paid for interest | $ | 8,256 | $ | 11,911 |
| Cash paid for income taxes, net | $ | 1,178 | $ | 1,915 |
Segment Information
The following tables summarize the operating results of the Company's reportable segments:
| Three Months Ended March 31, | Change | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | Amount | % | ||||
| Revenue | ||||||||
| SaaS | $ | 111,129 | $ | 74,322 | $ | 36,807 | 49.5 | % |
| Marketing Services | 70,242 | 159,302 | (89,060) | (55.9) | % | |||
| Total Revenue | $ | 181,371 | $ | 233,624 | $ | (52,253) | (22.4) | % |
| Adjusted EBITDA | ||||||||
| SaaS | $ | 10,815 | $ | 3,435 | $ | 7,380 | 214.8 | % |
| Marketing Services | 10,086 | 50,679 | (40,593) | (80.1) | % | |||
| Consolidated Adjusted EBITDA5 | $ | 20,901 | $ | 54,114 | $ | (33,213) | (61.4) | % |
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 March 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Reconciliation of SaaS Revenue | ||||
| SaaS Revenue | $ | 111,129 | $ | 74,322 |
| Less: | ||||
| Keap SaaS Revenue | 18,882 | — | ||
| SaaS Revenue (excluding Keap) | $ | 92,247 | $ | 74,322 |
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 (loss).
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 (loss) income:
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||
| Reconciliation of Adjusted EBITDA | ||||
| Net (loss) income | $ | (9,618) | $ | 8,424 |
| Interest expense | 9,073 | 13,359 | ||
| Depreciation and amortization expense | 11,516 | 14,553 | ||
| Stock-based compensation expense (1) | 7,737 | 5,289 | ||
| Restructuring and integration expenses (2) | 4,682 | 5,265 | ||
| Income tax (benefit) expense | (2,865) | 5,397 | ||
| Other components of net periodic pension cost (4) | 768 | 1,581 | ||
| Other (5) | (392) | 246 | ||
| Adjusted EBITDA | $ | 20,901 | $ | 54,114 |
(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 months ended March 31, 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 Q1 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. The most significant component of Other components of net periodic pension cost relates to periodic mark-to-market pension remeasurement.
(4)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 March 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Reconciliation of Adjusted Gross Profit | |||||||||
| Gross profit | $ | 78,770 | $ | 40,518 | $ | 119,288 | |||
| Plus: | |||||||||
| Depreciation and amortization expense | 2,598 | 1,627 | 4,225 | ||||||
| Stock-based compensation expense | 84 | 70 | 154 | ||||||
| Adjusted Gross Profit | $ | 81,452 | $ | 42,215 | $ | 123,667 | |||
| Gross Margin | 70.9 | % | 57.7 | % | 65.8 | % | |||
| Adjusted Gross Margin | 73.3 | % | 60.1 | % | 68.2 | % | |||
| Three Months Ended March 31, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Reconciliation of Adjusted Gross Profit | |||||||||
| Gross profit | $ | 49,095 | $ | 104,546 | $ | 153,641 | |||
| Plus: | |||||||||
| Depreciation and amortization expense | 1,704 | 4,072 | 5,776 | ||||||
| Stock-based compensation expense | 60 | 113 | 173 | ||||||
| Adjusted Gross Profit | $ | 50,859 | $ | 108,731 | $ | 159,590 | |||
| Gross Margin | 66.1 | % | 65.6 | % | 65.8 | % | |||
| Adjusted Gross Margin | 68.4 | % | 68.3 | % | 68.3 | % |
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 March 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Revenue | $ | 111,129 | $ | 70,242 | $ | 181,371 | |||
| Net (Loss) | (9,618) | ||||||||
| Net (Loss) Margin | (5.3) | % | |||||||
| Adjusted EBITDA | 10,815 | 10,086 | 20,901 | ||||||
| Adjusted EBITDA Margin | 9.7 | % | 14.4 | % | 11.5 | % | |||
| Three Months Ended March 31, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | SaaS | Marketing Services | Total | ||||||
| Revenue | $ | 74,322 | $ | 159,302 | $ | 233,624 | |||
| Net Income | 8,424 | ||||||||
| Net Income Margin | 3.6 | % | |||||||
| Adjusted EBITDA | 3,435 | 50,679 | 54,114 | ||||||
| Adjusted EBITDA Margin | 4.6 | % | 31.8 | % | 23.2 | % |
Forward-Looking Statements
Certain statements contained herein are not historical facts, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “target”, “project”, “outlook”, “future”, “forward”, “guidance” and similar statements of a future or forward-looking nature identify forward-looking statements. These statements are not guarantees of future performance. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: 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 recently completed 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-q12025investo
Exhibit 99.2 1ST QUARTER 2025
2
3
4
5
6
7
8
9
10
11
12
13 *Thryv Workforce Center - Coming Soon. *
14
15
16
17 Q1 2025
18 1st 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. 1st Quarter $ in thousands 2025 2024 YoY% SaaS Revenue $111,129 $74,322 49.5% Adjusted EBITDA1 10,815 3,435 Adjusted EBITDA Margin2 9.7% 4.6% Marketing Services Revenue $70,242 $159,302 (55.9)% Adjusted EBITDA1 10,086 50,679 Adjusted EBITDA Margin2 14.4% 31.8% Consolidated Revenue $181,371 $233,624 (22.4)% Net (Loss) Income (9,618) 8,424 Net (Loss) Income Margin (5.3)% 3.6% Adjusted EBITDA1 20,901 54,114 Adjusted EBITDA Margin2 11.5% 23.2%
19 FINANCIAL REVIEW Q1 SaaS Highlights +50% YoY +59% YoY $335 $71M +13% YoY Revenue Subscribers ARPU ThryvPay TPVSeasoned Net Revenue Retention (NRR) 73% +490 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.
20 SaaS Highlights F I N A N C I A L R E V I E W Revenue $74.3 $111.1 Q1-24 Q1-25 Adjusted EBITDA $3.4 $10.8 Q1-24 Q1-25 Adjusted Gross Margin 68.4% 73.3% Q1-24 Q1-25 ($ 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)
21 (1) (1) Denotes customer demand for paid products. Excludes 15,000 clients from the Keap acquisition made on October 31, 2024.
22 Total SaaS and Local Sales Generated inclusive of results from the Keap acquisition. Q1 SaaS ARPU: Total $335, Thryv $320, Keap $428. (1) Thryv Initiated Upgrades refers to upgrades to the SaaS platform initiated by Thryv for selected Marketing Services customers at no additional base cost to the converted customers.
23 $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 $48.2 $52.2 $56.6 $59.3 $59.9 $62.5 $67.4 $74.0 $74.3 $77.8 $87.1 $104.3 $111.163.4% 64.5% 63.5% 62.8% 64.2% 65.1% 66.6% 69.7% 68.4% 69.7% 72.2% 75.9% 73.3% 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 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 Q3 2023* Released For General Availability *Command Center was in beta until December 2023. Multi-center Platform Improving Profitability
24 Results are inclusive of the Keap acquisition made on October 31, 2024.
25 Q1-25 Q1-24 Marketing Services Billings (millions)(1)(3) $81.4 $140.5 YoY % (42)% (24)% BILLINGS (YoY%) (19)% (17)% (20)% (17)% (19)% (22)% (19)% (23)% (24)% (28)% (35)% (40)% (42)% 21% 20% 24% 25% 24% 20% 13% 22% 22% 24% 32% 43% 51% (14)% (12)% (13)% (9)% (12)% (14)% (12)% (12)% (12)% (14)% (16)% (13)% (10)% 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 Total Company Billings F I N A N C I A L R E V I E W Q1-25 Q1-24 SaaS Billings (millions)(1)(2) $112.0 $74.3 YoY % 51% 22% Q1-25 Q1-24 Total Company Billings (millions)(1)(2) $193.4 $214.8 YoY % (10)% (12)% (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 March 31, 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
26 Q2 and FY 2025 Outlook (in millions, USD) Q2 2025 Q3 2025 Q4 2025 FY 2025 MANAGEMENT COMMENTARY MARKETING SERVICES REVENUE $90.0 to $91.0 $83.0 to $84.0 $72.0 to $73.0 $310.0 to $314.0 • Company expects FY-25 MS revenue decline of ~35% Adjusted EBITDA $24.0 to $26.0 $77.5 to $78.5 • Company expects MS EBITDA margins in the mid-twenties for FY-25 (in millions, USD) Q2 2025 FY 2025 MANAGEMENT COMMENTARY SAAS REVENUE $113.0 to $115.0 $460.5 to $471.0 • Company expects FY-25 increase of 34% to 37%. Adjusted EBITDA $18.5 to $19.5 $67.0 to $71.0 • Company expects SaaS EBITDA margins in the mid-teens for FY-25
28 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 Net Income (Loss) $ 8,424 $ 5,548 $ (96,071) $ 7,883 $ (74,216) $ (9,618) Interest expense 13,359 12,175 11,514 9,723 46,771 9,073 Depreciation and amortization expense 14,553 14,072 12,519 11,645 52,789 11,516 Stock-based compensation expense 5,289 6,353 6,011 6,465 24,118 7,737 Restructuring and integration expenses 5,265 7,553 4,861 15,018 32,697 4,682 Income tax expense (benefit) 5,397 6,618 (5,375) 1,578 8,218 (2,865) 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 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) Adjusted EBITDA $ 54,114 $ 59,314 $ 19,623 $ 29,380 $ 162,431 $ 20,901
29 APPENDIX Quarter Ended (in thousands) Q1-24 Q1-25 Segment Revenue $ 74,322 $ 111,129 Less: Segment cost of services 23,463 29,676 Segment sales and marketing 35,031 45,800 Segment general and administrative 12,393 24,838 Segment Adjusted EBITDA $ 3,435 $ 10,815 SaaS Segment Adjusted EBITDA Calculation
30 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Three Months Ended March 31, 2025 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 78,770 $ 40,518 $ 119,288 Plus: Depreciation and amortization expense 2,598 1,627 4,225 Stock-based compensation expense 84 70 154 Adjusted Gross Profit $ 81,452 $ 42,215 $ 123,667 Gross Margin 70.9 % 57.7 % 65.8 % Adjusted Gross Margin 73.3 % 60.1 % 68.2 % Three Months Ended March 31, 2024 (in thousands) SaaS Marketing Services Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 49,095 $ 104,546 $ 153,641 Plus: Depreciation and amortization expense 1,704 4,072 5,776 Stock-based compensation expense 60 113 173 Adjusted Gross Profit $ 50,859 $ 108,731 $ 159,590 Gross Margin 66.1 % 65.6 % 65.8 % Adjusted Gross Margin 68.4 % 68.3 % 68.3 % Non-GAAP Financial Reconciliation
31 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 March 31, 2025 (in thousands) SaaS Marketing Services Total Revenue $ 111,129 $ 70,242 $ 181,371 Adjusted EBITDA 10,815 10,086 20,901 Adjusted EBITDA Margin 9.7 % 14.4 % 11.5 % Three Months Ended March 31, (in thousands) 2025 2024 Net cash (used in) provided by operating activities $ (10,481) $ 5,438 Additions to fixed assets and capitalized software (7,085) (7,278) Free cash flow $ (17,566) $ (1,840) Three Months Ended March 31, 2024 (in thousands) SaaS Marketing Services Total Revenue $ 74,322 $ 159,302 $ 233,624 Adjusted EBITDA 3,435 50,679 54,114 Adjusted EBITDA Margin 4.6 % 31.8 % 23.2 %
32
33 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. 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.