Form 8-K - Current report

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): August 1, 2024

THRYV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35895	13-2740040
(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 class

Trading Symbol(s)

Name of each exchange on which

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 August 1, 2024, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the six months ended June 30, 2024. 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 August 1, 2024. 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 August 1 , 2024, 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: August 1, 2024	By:	/s/ Paul D. Rouse
	Name: Paul D. Rouse
	Title: Chief Financial Officer, Executive Vice President and Treasurer


						Exhibit 99.1

Thryv Grows SaaS Revenue 25% in Second Quarter 2024,

Raises Full Year 2024 SaaS Adjusted EBITDA Guidance

–Grows SaaS subscribers over 50% year-over-year

–Q2 2024 SaaS Adjusted EBITDA exceeds guidance range by $2 million

DALLAS, August 1, 2024 – Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of Thryv®, the leading small business software platform, reported SaaS revenue growth of 25% year-over-year in the second quarter of 2024.

“We had a strong second quarter driven by 52% subscriber growth year-over-year, ending at 85,000 clients,” said Joe Walsh, Thryv Chairman and CEO. “We have been successfully upgrading our marketing service clients to our SaaS platform and our center strategy is gaining traction, with more than 10% of current clients having two or more paid centers, up from 2% this time last year. In addition, we are actively enhancing our AI capabilities so our clients can more efficiently grow and operate their business. We are pleased with the progress of our product initiatives."

“We reported solid second quarter results and are raising our full year Adjusted EBITDA guidance for SaaS,” stated Paul Rouse, Chief Financial Officer. “In the second quarter, we reported SaaS revenue growth of 25% and exceeded our SaaS Adjusted EBITDA guidance, delivering our highest SaaS Adjusted EBITDA margin since becoming a public company.”

Second Quarter 2024 Highlights:

•Total SaaS revenue was $77.8 million, a 25% increase year-over-year

•Total Marketing Services revenue was $146.3 million, a 23% decrease year-over-year

•Consolidated total revenue was $224.1 million, a decrease of 11% year-over-year

•Consolidated net income was $5.5 million, or $0.15 per diluted share; compared to net income of $16.0 million, or $0.43 per diluted share, for the second quarter of 2023

•Consolidated Adjusted EBITDA was $59.3 million, representing an Adjusted EBITDA margin of 26.5%

•Total SaaS Adjusted EBITDA was $10.2 million, representing an Adjusted EBITDA margin of 13.1%

•Total Marketing Services Adjusted EBITDA was $49.1 million, representing an Adjusted EBITDA margin of 33.6%

•Consolidated Gross Profit was $148.6 million

•Consolidated Adjusted Gross Profit1 was $154.6 million

•SaaS Gross Profit was $52.3 million

•SaaS Adjusted Gross Profit was $54.2 million, representing an Adjusted Gross Profit Margin of 69.7%

SaaS Metrics

•Total SaaS clients increased 52% year-over-year to 85 thousand for the second quarter of 2024

•Seasoned Net Dollar Retention2 was 94% for the second quarter of 2024, an increase of 500 bps year-over-year

•SaaS monthly Average Revenue per Unit (“ARPU”)3 was $333 for the second quarter of 2024

•ThryvPay total payment volume was $80 million, an increase of 34% year-over-year

Outlook

Based on information available as of August 1, 2024, Thryv is issuing guidance4 for the third quarter of 2024 and full year 2024 as indicated below:


	3rd Quarter	Full Year
(in millions)	2024	2024
SaaS Revenue	$82 - $84	$326 - $329
SaaS Adjusted EBITDA	$9 - $10	$30 - $32


	3rd Quarter	4th Quarter	Full Year
(in millions)	2024	2024	2024
Marketing Services Revenue	$94 - $97	$85 - $89	$485 - $492
Marketing Services Adjusted EBITDA			$128 - $131

1 Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.

2 Seasoned Net Dollar Retention is defined as net dollar retention excluding clients acquired over the previous 12 months.

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.

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, August 1, 2024 at 8:30 a.m. (Eastern Time) to discuss the Company's second quarter 2024 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. To access the replay, please dial (800) 770-2030 or (647) 362-9199 and enter “83373.”

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)	2024		2023		2024		2023
Revenue	$	224,084	$	251,421	$	457,708	$	496,976
Cost of services	75,496		91,336		155,479		182,083
Gross profit	148,588		160,085		302,229		314,893

Operating expenses:
Sales and marketing	65,409		75,683		135,500		152,026
General and administrative	51,841		53,695		104,257		101,375

Total operating expenses	117,250		129,378		239,757		253,401

Operating income	31,338		30,707		62,472		61,492
Other income (expense):
Interest expense	(10,001)		(16,292)		(23,360)		(32,780)
Interest expense, related party	(2,174)		—		(2,174)		—
Other components of net periodic pension cost	(1,581)		(1,865)		(3,162)		(1,986)
Other expense	(5,416)		—		(7,789)		(366)
Income before income tax (expense) benefit	12,166		12,550		25,987		26,360
Income tax (expense) benefit	(6,618)		3,428		(12,015)		(1,068)
Net income	$	5,548	$	15,978	$	13,972	$	25,292
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	67		(302)		(198)		(2,490)
Comprehensive income	$	5,615	$	15,676	$	13,774	$	22,802

Net income per common share:
Basic	$	0.15	$	0.46	$	0.39	$	0.73
Diluted	$	0.15	$	0.43	$	0.37	$	0.68

Weighted-average shares used in computing basic and diluted net income per common share:
Basic	36,004,324		34,575,338		35,818,549		34,625,561
Diluted	37,631,825		36,863,295		38,032,132		36,956,933

Thryv Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets


(in thousands, except share data)	June 30, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	15,519	$	18,216
Accounts receivable, net of allowance of $18,042 in 2024 and $14,926 in 2023	193,725		205,503
Contract assets, net of allowance of $37 in 2024 and $35 in 2023	8,118		2,909
Taxes receivable	1,516		3,085
Prepaid expenses	23,124		17,771
Deferred costs	12,796		16,722
Other current assets	5,822		2,662
Total current assets	260,620		266,868
Fixed assets and capitalized software, net	37,805		38,599
Goodwill	300,995		302,400
Intangible assets, net	6,640		18,788
Deferred tax assets	152,171		128,051
Other assets	27,252		28,464
Total assets	$	785,483	$	783,170

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	8,661	$	10,348
Accrued liabilities	110,193		105,903
Current portion of unrecognized tax benefits	25,060		23,979
Contract liabilities	25,668		44,558
Current portion of Term Loan	35,783		70,000
Current portion of Term Loan, related party	16,717		—
Other current liabilities	6,022		8,402
Total current liabilities	228,104		263,190
Term Loan, net	183,772		230,052
Term Loan, net, related party	87,820		—
ABL Facility	18,000		48,845
Pension obligations, net	72,279		69,388
Other liabilities	12,448		18,995
Total long-term liabilities	374,319		367,280
Commitments and contingencies
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 63,808,097 shares issued and 36,294,269 shares outstanding at June 30, 2024; and 62,660,783 shares issued and 35,302,746 shares outstanding at December 31, 2023	638		627
Additional paid-in capital	1,170,798		1,151,259
Treasury stock - 27,513,828 shares at June 30, 2024 and 27,358,037 shares at December 31, 2023	(488,757)		(485,793)
Accumulated other comprehensive loss	(15,389)		(15,191)
Accumulated deficit	(484,230)		(498,202)
Total stockholders' equity	183,060		152,700
Total liabilities and stockholders' equity	$	785,483	$	783,170

Thryv Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows


	Six Months Ended June 30,
(in thousands)	2024		2023
Cash Flows from Operating Activities
Net income	$	13,972	$	25,292
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,625		31,098
Amortization of deferred commissions	9,624		5,032
Amortization of debt issuance costs	2,255		2,721
Deferred income taxes	(24,060)		(9,135)
Provision for credit losses and service credits	12,179		11,580
Stock-based compensation expense	11,642		11,191
Other components of net periodic pension cost	3,162		1,986

Loss (gain) on foreign currency exchange rates	1,151		(881)
Non-cash loss from the remeasurement of the indemnification asset	—		10,734
Loss on early extinguishment of debt	6,638		—
Other	(3,170)		—
Changes in working capital items, excluding acquisitions:
Accounts receivable	923		25,075
Contract assets	(5,210)		837
Prepaid expenses and other assets	(10,614)		10,090
Accounts payable and accrued liabilities	2,428		(38,654)
Other liabilities	(21,885)		(29,230)
Net cash provided by operating activities	27,660		57,736

Cash Flows from Investing Activities
Additions to fixed assets and capitalized software	(16,230)		(14,016)
Acquisition of a business, net of cash acquired	—		(8,897)
Other	—		(217)
Net cash used in investing activities	(16,230)		(23,130)

Cash Flows from Financing Activities
Proceeds from Term Loan	234,256		—
Proceeds from Term Loan, related party	109,444		—
Payments of Term Loan	(318,654)		(52,500)
Payments of Term Loan, related party	(4,339)		—
Proceeds from ABL Facility	230,079		483,473
Payments of ABL Facility	(260,924)		(469,750)
Debt issuance costs	(5,319)		—
Purchase of treasury stock	(499)		—
Other	5,442		3,826
Net cash used in financing activities	(10,514)		(34,951)

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(448)		(240)
Increase (decrease) in cash, cash equivalents and restricted cash	468		(585)
Cash, cash equivalents and restricted cash, beginning of period	20,530		18,180
Cash, cash equivalents and restricted cash, end of period	$	20,998	$	17,595

Supplemental Information
Cash paid for interest	$	24,378	$	29,592
Cash paid for income taxes, net	$	13,343	$	7,419

Non-cash investing and financing activities
Repurchase of Treasury stock as a result of the settlement of the indemnification asset	$	—	$	15,760

Segment Information

During first quarter of 2024, the Company changed the internal reporting provided to the chief operating decision maker (“CODM”). As a result, the Company reevaluated its segment reporting and determined that Thryv U.S. Marketing Services and Thryv International Marketing Services should be reflected as a single reportable segment, and that Thryv U.S. SaaS and Thryv International SaaS should be reflected as a single reportable segment. As such, beginning on January 1, 2024, the results of our Marketing Services and SaaS businesses will be presented as two reportable segments. Comparative prior periods have been recast to reflect the current presentation.

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


	Three Months Ended June 30,				Change
(in thousands)	2024		2023		Amount		%
Revenue
Marketing Services	$	146,290	$	188,963	$	(42,673)	(22.6)	%
SaaS	77,794		62,458		15,336		24.6	%
Total Revenue	$	224,084	$	251,421	$	(27,337)	(10.9)	%

Segment Gross Profit
Marketing Services	$	96,299	$	120,875	$	(24,576)	(20.3)	%
SaaS	52,289		39,210		13,079		33.4	%
Consolidated Segment Gross Profit	$	148,588	$	160,085	$	(11,497)	(7.2)	%

Segment EBITDA
Marketing Services	$	49,149	$	63,209	$	(14,060)	(22.2)	%
SaaS	10,165		6,230		3,935		63.2	%
Consolidated Adjusted EBITDA	$	59,314	$	69,439	$	(10,125)	(14.6)	%


	Six Months Ended June 30,				Change
(in thousands)	2024		2023		Amount		%
Revenue
Marketing Services	$	305,592	$	374,589	$	(68,997)	(18.4)	%
SaaS	152,116		122,387		29,729		24.3	%
Total Revenue	$	457,708	$	496,976	$	(39,268)	(7.9)	%

Segment Gross Profit
Marketing Services	$	200,845	$	238,529	$	(37,684)	(15.8)	%
SaaS	101,384		76,364		25,020		32.8	%
Consolidated Segment Gross Profit	$	302,229	$	314,893	$	(12,664)	(4.0)	%

Segment EBITDA
Marketing Services	$	99,828	$	121,882	$	(22,054)	(18.1)	%
SaaS	13,600		6,026		7,574		125.7	%
Consolidated Adjusted EBITDA	$	113,428	$	127,908	$	(14,480)	(11.3)	%

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.

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 June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Reconciliation of Adjusted EBITDA
Net income	$	5,548	$	15,978	$	13,972	$	25,292
Interest expense	12,175		16,292		25,534		32,780
Depreciation and amortization expense	14,072		15,667		28,625		31,098
Stock-based compensation expense (1)	6,353		5,798		11,642		11,191
Restructuring and integration expenses (2)	7,553		3,921		12,818		9,261
Income tax expense (benefit)	6,618		(3,428)		12,015		1,068
Transaction costs (3)	—		—		—		373
Other components of net periodic pension cost (4)	1,581		1,865		3,162		1,986
Loss on early extinguishment of debt (5)	6,638		—		6,638		—
Non-cash loss from remeasurement of indemnification asset (6)	—		11,490		—		10,734
Other (7)	(1,224)		1,856		(978)		4,125
Adjusted EBITDA	$	59,314	$	69,439	$	113,428	$	127,908

(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, 2024 and 2023, expenses relate to periodic efforts to enhance efficiencies and reduce costs, and include severance benefits, and costs associated with abandoned facilities and system consolidation.

(3)Expenses related to the Yellow acquisition and other transaction costs.

(4)Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of Other components of net periodic pension cost relates to periodic mark-to-market pension remeasurement.

(5)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.

(6)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.

(7)Other primarily represents foreign exchange-related expense (income).

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, 2024
(in thousands)	Marketing Services			SaaS			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	96,299		$	52,289		$	148,588
Plus:
Depreciation and amortization expense	3,989			1,877			5,866
Stock-based compensation expense	98			76			174
Adjusted Gross Profit	$	100,386		$	54,242		$	154,628
Gross Margin	65.8		%	67.2		%	66.3		%
Adjusted Gross Margin	68.6		%	69.7		%	69.0		%


	Three Months Ended June 30, 2023
(in thousands)	Marketing Services			SaaS			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	120,875		$	39,210		$	160,085
Plus:
Depreciation and amortization expense	6,208			1,416			7,624
Stock-based compensation expense	119			54			173
Adjusted Gross Profit	$	127,202		$	40,680		$	167,882
Gross Margin	64.0		%	62.8		%	63.7		%
Adjusted Gross Margin	67.3		%	65.1		%	66.8		%


	Six Months Ended June 30, 2024
(in thousands)	Marketing Services			SaaS			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	200,845		$	101,384		$	302,229
Plus:
Depreciation and amortization expense	8,061			3,581			11,642
Stock-based compensation expense	211			136			347
Adjusted Gross Profit	$	209,117		$	105,101		$	314,218
Gross Margin	65.7		%	66.6		%	66.0		%
Adjusted Gross Margin	68.4		%	69.1		%	68.7		%


	Six Months Ended June 30, 2023
(in thousands)	Marketing Services			SaaS			Total
Reconciliation of Adjusted Gross Profit
Gross profit	$	238,529		$	76,364		$	314,893
Plus:
Depreciation and amortization expense	11,905			2,702			14,607
Stock-based compensation expense	222			100			322
Adjusted Gross Profit	$	250,656		$	79,166		$	329,822
Gross Margin	63.7		%	62.4		%	63.4		%
Adjusted Gross Margin	66.9		%	64.7		%	66.4		%

Supplemental Financial Information

The following supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses and (ii) SaaS businesses. 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.


	Three Months Ended June 30, 2024
(in thousands)	Marketing Services			SaaS			Total
Revenue	$	146,290		$	77,794		$	224,084
Adjusted EBITDA	49,149			10,165			59,314
Adjusted EBITDA Margin	33.6		%	13.1		%	26.5		%


	Three Months Ended June 30, 2023
(in thousands)	Marketing Services			SaaS			Total
Revenue	$	188,963		$	62,458		$	251,421
Adjusted EBITDA	63,209			6,230			69,439
Adjusted EBITDA Margin	33.5		%	10.0		%	27.6		%


	Six Months Ended June 30, 2024
(in thousands)	Marketing Services			SaaS			Total
Revenue	$	305,592		$	152,116		$	457,708
Adjusted EBITDA	99,828			13,600			113,428
Adjusted EBITDA Margin	32.7		%	8.9		%	24.8		%


	Six Months Ended June 30, 2023
(in thousands)	Marketing Services			SaaS			Total
Revenue	$	374,589		$	122,387		$	496,976
Adjusted EBITDA	121,882			6,026			127,908
Adjusted EBITDA Margin	32.5		%	4.9		%	25.7		%

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: the Company’s ability to maintain adequate liquidity to fund operations; the Company’s future operating and 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 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

Thryv Holdings, Inc. (NASDAQ:THRY) is the provider of the leading do-it-all small business software platform that empowers small businesses to modernize how they work. It offers small business owners everything they need to communicate effectively, manage their day-to-day operations, and grow — all in one place — giving up to 20 hours back in their week. Thryv's customizable platform features three centers: Thryv Command Center, a freemium central communications hub, Business CenterSM and Marketing CenterSM. Over 300,000 businesses globally use Thryv to connect with local customers and take care of everything they do, start to finish. 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.

214.773.7022

cameron.lessard@thryv.com 

###

2nd QUARTER 2024 Exhibit 99.2

13 Q2 2024

14 2nd Quarter 2024 Highlights 2nd Quarter $ in thousands 2024 2023 YoY% Total SaaS Revenue $77,794 $62,458 24.6% Adjusted EBITDA 10,165 6,230 Adjusted EBITDA Margin 13.1% 10.0% Total Marketing Services Revenue $146,290 $188,963 (22.6)% Adjusted EBITDA 49,149 63,209 Adjusted EBITDA Margin 33.6% 33.5% Consolidated Revenue $224,084 $251,421 (10.9)% Adjusted EBITDA 59,314 69,439 Adjusted EBITDA Margin 26.5% 27.6%

15 FINANCIAL REVIEW SaaS Highlights +25% YoY +52% YoY $333 $80M +34% YoY Revenue Growth Growing Subscribers ARPU ThryvPay TPVSeasoned Net Dollar Retention (NDR) 69.7% +460 bps YoY 94% +500 bps YoY Adjusted Gross Margin

16 SaaS Highlights F I N A N C I A L R E V I E W Revenue $62.5 $77.8 Q2-23 Q2-24 Adjusted EBITDA $6.2 $10.2 Q2-23 Q2-24 Adjusted Gross Margin 65.1% 69.7% Q2-23 Q2-24 ($ in millions)

17 (1) (1) Denotes customer demand for paid centers.

18 $30.6 $33.7 $35.9 $37.3 $38.5 $40.7 $44.9 $51.6 $50.9 $54.2 $48.2 $52.2 $56.6 $59.3 $59.9 $62.5 $67.4 $74.0 $74.3 $77.8 63.4% 64.5% 63.5% 62.8% 64.2% 65.1% 66.6% 69.7% 68.4% 69.7% SaaS Adjusted Gross Profit SaaS Revenue SaaS Adj. Gross Profit Margin Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 Q1 24 Q2-24 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

19 (1) Marketing Services Billings excludes Vivial Holdings run-off products. Q2-24 Q2-23 Marketing Services Billings (millions)(1) $125.5 $173.3 YoY % (28)% (22)% MARKETING SERVICES BILLINGS (YoY%) (23)% (22)% (23)% (21)% (22)% (22)% (21)% (21)% (22)% (21)% (21)% (22)% (19)% (17)% (20)% (17)% (19)% (22)% (19)% (23)% (24)% (28)% Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q1 '20 Q2 '20 Q3 '20 Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Total Marketing Services F I N A N C I A L R E V I E W

20 Q3 and FY 2024 Outlook Company Raises FY 2024 SaaS Adjusted EBITDA Guidance (in millions, USD) Q3 2024 Q4 2024 FY 2024 MANAGEMENT COMMENTARY TOTAL MARKETING SERVICES REVENUE $94 to $97 $85 to $89 $485 to $492 • Company expects lower print revenue in 2H-24 Adjusted EBITDA $128 to $131 • Company expects MS EBITDA margins in the mid- teens in 2H-24 due to a compressed print cycle (in millions, USD) Q3 2024 FY 2024 MANAGEMENT COMMENTARY TOTAL SAAS REVENUE $82 to $84 $326 to $329 • Company expects FY-24 growth of 24% to 25% Adjusted EBITDA $9 to $10 $30 to $32 • Company expects FY-24 Adjusted EBITDA margins of 9% to 10%

22 (in thousands) Q1-23 Q2-23 Q3-23 Q4-23 FY23 Q1-24 Q2-24 YTD Q2-24 Net Income (Loss) $ 9,314 $ 15,978 $ (27,046) $ (257,541) $ (259,295) $ 8,424 $ 5,548 $ 13,972 Interest expense 16,488 16,292 15,131 13,817 61,728 13,359 12,175 25,534 Depreciation and amortization expense 15,431 15,667 15,842 16,311 63,251 14,553 14,072 28,625 Stock-based compensation expense 5,393 5,798 5,462 5,548 22,201 5,289 6,353 11,642 Restructuring and integration expenses 5,340 3,921 3,584 1,767 14,612 5,265 7,553 12,818 Income tax expense (benefit) 4,496 (3,428) (10,241) 7,924 (1,249) 5,397 6,618 12,015 Transaction costs 373 — — — 373 — — — Other components of net periodic pension cost (benefit) 121 1,865 1,902 (6,607) (2,719) 1,581 1,581 3,162 Loss on early extinguishment of debt — — — — — — 6,638 6,638 (Gain) loss on remeasurement of indemnification asset (756) 11,490 — — 10,734 — — — Impairment charges — — — 268,846 268,846 — — — Other 2,269 1,856 2,697 2,211 9,033 246 (1,224) (978) Adjusted EBITDA $ 58,469 $ 69,439 $ 7,331 $ 52,276 $ 187,515 $ 54,114 $ 59,314 $ 113,428 000 APPENDIX Non-GAAP Financial Reconciliation *Figures may not foot due to rounding.

23 Reconciliation of Adjusted Gross Profit to Gross profit APPENDIX Three Months Ended June 30, 2024 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 96,299 $ 52,289 $ 148,588 Plus: Depreciation and amortization expense 3,989 1,877 5,866 Stock-based compensation expense 98 76 174 Adjusted Gross Profit $ 100,386 $ 54,242 $ 154,628 Gross Margin 65.8 % 67.2 % 66.3 % Adjusted Gross Margin 68.6 % 69.7 % 69.0 % Three Months Ended June 30, 2023 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 120,875 $ 39,210 $ 160,085 Plus: Depreciation and amortization expense 6,208 1,416 7,624 Stock-based compensation expense 119 54 173 Adjusted Gross Profit $ 127,202 $ 40,680 $ 167,882 Gross Margin 64.0 % 62.8 % 63.7 % Adjusted Gross Margin 67.3 % 65.1 % 66.8 % Non-GAAP Financial Reconciliation

24 Reconciliation of Adjusted Gross Profit to Gross profit APPENDIX Non-GAAP Financial Reconciliation Six Months Ended June 30, 2024 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 200,845 $ 101,384 $ 302,229 Plus: Depreciation and amortization expense 8,061 3,581 11,642 Stock-based compensation expense 211 136 347 Adjusted Gross Profit $ 209,117 $ 105,101 $ 314,218 Gross Margin 65.7 % 66.6 % 66.0 % Adjusted Gross Margin 68.4 % 69.1 % 68.7 % Six Months Ended June 30, 2023 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 238,529 $ 76,364 $ 314,893 Plus: Depreciation and amortization expense 11,905 2,702 14,607 Stock-based compensation expense 222 100 322 Adjusted Gross Profit $ 250,656 $ 79,166 $ 329,822 Gross Margin 63.7 % 62.4 % 63.4 % Adjusted Gross Margin 66.9 % 64.7 % 66.4 %

25 APPENDIX Supplemental Financial Information The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses and (ii) SaaS businesses. 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. Additionally, the supplemental financial information provides consolidated Free cash flow, which is also a non-GAAP 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. Three Months Ended June 30, 2024 (in thousands) Marketing Services SaaS Total Revenue $ 146,290 $ 77,794 $ 224,084 Adjusted EBITDA 49,149 10,165 59,314 Adjusted EBITDA Margin 33.6 % 13.1 % 26.5 % Three Months Ended June 30, (in thousands) 2024 2023 Net cash provided by operating activities $ 22,222 $ 25,425 Additions to fixed assets and capitalized software (8,952) (8,880) Free cash flow $ 13,270 $ 16,545 Three Months Ended June 30, 2023 (in thousands) Marketing Services SaaS Total Revenue $ 188,963 $ 62,458 $ 251,421 Adjusted EBITDA 63,209 6,230 69,439 Adjusted EBITDA Margin 33.5 % 10.0 % 27.6 %

26 APPENDIX The supplemental financial information provides Revenue, Adjusted EBITDA and Adjusted EBITDA Margin by (i) Marketing Services businesses and (ii) SaaS businesses. 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. Additionally, the supplemental financial information provides consolidated Free cash flow, which is also a non-GAAP 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. Six Months Ended June 30, (in thousands) 2024 2023 Net cash provided by operating activities $ 27,660 $ 57,736 Additions to fixed assets and capitalized software (16,230) (14,016) Free cash flow $ 11,430 $ 43,720 Supplemental Financial Information Six Months Ended June 30, 2024 (in thousands) Marketing Services SaaS Total Revenue $ 305,592 $ 152,116 $ 457,708 Adjusted EBITDA 99,828 13,600 113,428 Adjusted EBITDA Margin 32.7 % 8.9 % 24.8 % Six Months Ended June 30, 2023 (in thousands) Marketing Services SaaS Total Revenue $ 374,589 $ 122,387 $ 496,976 Adjusted EBITDA 121,882 6,026 127,908 Adjusted EBITDA Margin 32.5 % 4.9 % 25.7 %

28 APPENDIX Definitions Definitions of key terms used in this presentation are as follows: • Total SaaS revenue consists of SaaS revenue recognized by our domestic and foreign operations. • Total Marketing Services revenue consists of SaaS revenue recognized by our domestic and foreign operations. • Total SaaS Adjusted EBITDA1 consists of Adjusted EBITDA recognized by our domestic and foreign operations. • Total 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 Dollar Retention: Defined as net dollar retention excluding clients acquired over the previous 12 months. 1The 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. 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.

Cover Page	Aug. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 01, 2024
Entity Registrant Name	THRYV HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35895
Entity Tax Identification Number	13-2740040
Entity Address, Address Line One	2200 West Airfield Drive, P.O. Box 619810
Entity Address, City or Town	D/FW Airport
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75261
City Area Code	972
Local Phone Number	453-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	THRY
Entity Emerging Growth Company	false
Entity Central Index Key	0001556739
Amendment Flag	false
Security Exchange Name	NASDAQ