0001556739FALSE00015567392025-02-272025-02-27
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): February 27, 2025
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:
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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 February 27, 2025, Thryv Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the year ended December 31, 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 February 27, 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.
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Exhibit Number | Description |
| | | | | |
99.1 | |
99.2 | |
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.
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THRYV HOLDINGS, INC. | |
| | | |
Date: February 27, 2025 | By: | /s/ Paul D. Rouse | |
| Name: Paul D. Rouse | |
| Title: Chief Financial Officer, Executive Vice President and Treasurer | |
Thryv Accelerates SaaS Revenue in Fourth Quarter 2024,
Exceeds Fourth Quarter SaaS Guidance
–Q4 Total SaaS Revenue Increased 41% Year-Over-Year
–Q4 Thryv SaaS Revenue Increased 23% Year-Over-Year
–Full Year Total SaaS Revenue Increased 30% Year-Over-Year
–Achieves Q4 SaaS Adjusted EBITDA Margin of 17%
–Q4 Thryv SaaS Subscribers Increase 50% Year-Over-Year
DALLAS, February 27, 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 Total SaaS revenue of 41% year-over-year in the fourth quarter of 2024.
“We delivered a strong fourth quarter with a robust increase in revenue and record SaaS margins, reaching a pivotal inflection point as SaaS now drives the majority of our revenue, reinforcing our transformation into a leading software company.” said Joe Walsh, Thryv Chairman and CEO. “We are pleased with the initial integration of Keap, a prominent player in marketing automation for SMBs, and we’re especially excited about the combined strength of our two SMB-focused platforms and the opportunities ahead to drive even greater value for our customers. In the fourth quarter, our total SaaS subscribers increased 73% with the addition of Keap's SaaS clients, the continued conversion of marketing service clients and new client acquisitions. As we look to 2025, we expect our positive momentum to continue as we deliver sustained profitable SaaS revenue growth and margin expansion.”
“We are demonstrating the increasing profitability of each incremental dollar of revenue as we continued to effectively scale our platform and delivered record SaaS gross margins,” stated Paul Rouse, Chief Financial Officer. “In the fourth quarter, we exceeded our SaaS guidance, continued to drive operating efficiencies, and are reiterating our full-year 2025 outlook from our Analyst Day.”
Fourth Quarter 2024 Highlights:
•Total SaaS revenue was $104.3 million, a 41% increase year-over-year
•Thryv SaaS1 revenue, which excludes Keap's revenue, was $90.9 million, a 23% increase year-over-year
•Total Marketing Services revenue was $82.3 million, a 49% decrease year-over-year resulting from the timing of the company's print publication cycles.
•Consolidated total revenue was $186.6 million, a decrease of 21% year-over-year
•Consolidated net income was $7.9 million, or $0.19 per diluted share; compared to net loss of $257.5 million, or $(7.39) per diluted share, for the fourth quarter of 2023
•Consolidated Adjusted EBITDA was $29.4 million, representing an Adjusted EBITDA margin of 15.7%.
•Total SaaS Adjusted EBITDA was $17.3 million, representing an Adjusted EBITDA margin of 16.6%
•Total Marketing Services Adjusted EBITDA was $12.1 million, representing an Adjusted EBITDA margin of 14.7%
•Consolidated Gross Profit was $123.0 million
•Consolidated Adjusted Gross Profit2 was $127.8 million
•SaaS Gross Profit was $76.2 million, representing a Gross Margin of 73.1%
•SaaS Adjusted Gross Profit2 was $79.2 million, representing an Adjusted Gross Margin of 75.9%
Full-Year 2024 Financial Highlights:
•Total SaaS revenue was $343.5 million, a 30% increase year-over-year
•Thryv SaaS revenue, which excludes Keap's revenue, was $330.1 million, a 25% increase year-over-year
•Total Marketing Services revenue was $480.7 million, a 26% decrease year-over-year
•Consolidated total revenue was $824.2 million, a decrease of 10% year-over-year
•Consolidated net loss was $74.2 million, or $(2.00) per diluted share, which includes a non-cash charge of $83.1 million related to Marketing Services goodwill impairment; compared to net loss of $259.3 million, or $(7.47) per diluted share, for last year
•Consolidated Adjusted EBITDA was $162.4 million, representing an Adjusted EBITDA margin of 19.7%
•Total SaaS Adjusted EBITDA was $41.2 million, representing an Adjusted EBITDA margin of 12.0%
•Total Marketing Services Adjusted EBITDA was $121.2 million, representing an Adjusted EBITDA margin of 25.2%
•Consolidated Gross Profit was $537.2 million
•Consolidated Adjusted Gross Profit2 was $558.9 million
•SaaS Gross Profit was $238.2 million, representing a Gross Margin of 69.4%
•SaaS Adjusted Gross Profit1 was $247.2 million, representing an Adjusted Gross Margin of 72.0%
•Pension obligations, net were $38.0 million as of December 31, 2024 compared to $69.4 million as of December 31, 2023, a 45% decrease year-over-year.
•Operating cash flow was $89.8 million compared to $148.2 million for the prior year
•Free cash flow was $56.2 million compared to $114.8 million for the prior year
1 Defined as Total SaaS revenue excluding $13.4 million of revenue contribution from Keap, our acquisition made on October 31, 2024.
2 Defined as Gross profit adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense.
SaaS Metrics
•Total SaaS clients increased 73% year-over-year to 114 thousand at the end of the fourth quarter of 2024, Thryv SaaS clients increased 50% year-over-year to 99 thousand
•Seasoned Net Revenue Retention3 was 98% for the fourth quarter of 2024, an increase of 200 bps year-over-year, excluding Keap
•SaaS monthly Average Revenue per Unit (“ARPU”)4 was $324 for the fourth quarter of 2024
•ThryvPay total payment volume was $79 million, an increase of 33% year-over-year
Outlook
Based on information available as of February 27, 2025, Thryv is issuing guidance5 for the first quarter of 2025 and full year 2025 as indicated below:
| | | | | | | | | | | | | | | | | | | | |
| 1st Quarter | | Full Year |
(in millions) | 2025 | | 2025 |
| | | |
| | | |
SaaS Revenue* | $107.5 - $110.0 | | $464.5 - $474.0 |
SaaS Adjusted EBITDA | $9.0 - $9.5 | | $69.5 - $71.0 |
*Keap is expected to contribute $75 to $78 million of revenue for the full year 2025.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1st Quarter | | 2nd Quarter | | 3rd Quarter | | 4th Quarter | | Full Year |
(in millions) | 2025 | | 2025 | | 2025 | | 2025 | | 2025 |
Marketing Services Revenue | $65.0 - $66.0 | | $90.0 - $91.0 | | $83.0 - $84.0 | | $72.0 - $73.0 | | $310.0 - $314.0 |
Marketing Services Adjusted EBITDA | $9.0 - $10.0 | | | | | | | | $77.5 - $78.5 |
Earnings Conference Call Information
Thryv will host a conference call on Thursday, February 27, 2025 at 8:30 a.m. (Eastern Time) to discuss the Company's fourth 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 at this link.
3 Seasoned Net Revenue Retention is defined as net dollar retention excluding clients acquired over the previous 12 months and clients acquired in the Keap acquisition which closed on October 31, 2024.
4 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.
5 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.
Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Years Ended |
| December 31, | | December 31, |
(in thousands, except share and per share data) | 2024 | | 2023 | | 2024 | | 2023 |
Revenue | $ | 186,596 | | | $ | 236,163 | | | $ | 824,156 | | | $ | 916,961 | |
Cost of services | 63,569 | | | 76,453 | | | 286,919 | | | 338,714 | |
Gross profit | 123,027 | | | 159,710 | | | 537,237 | | | 578,247 | |
| | | | | | | |
Operating expenses: | | | | | | | |
Sales and marketing | 68,162 | | | 73,757 | | | 270,146 | | | 300,538 | |
General and administrative | 62,067 | | | 59,238 | | | 217,296 | | | 208,880 | |
Impairment charges | — | | | 268,846 | | | 83,094 | | | 268,846 | |
Total operating expenses | 130,229 | | | 401,841 | | | 570,536 | | | 778,264 | |
| | | | | | | |
Operating (loss) | (7,202) | | | (242,131) | | | (33,299) | | | (200,017) | |
Other income (expense): | | | | | | | |
Interest expense | (4,940) | | | (13,817) | | | (36,494) | | | (61,728) | |
Interest expense, related party | (4,783) | | | — | | | (10,277) | | | — | |
Other components of net periodic pension benefit | 29,549 | | | 6,607 | | | 24,806 | | | 2,719 | |
Other expense | (3,163) | | | (276) | | | (10,734) | | | (1,518) | |
Income (loss) before income tax (expense) benefit | 9,461 | | | (249,617) | | | (65,998) | | | (260,544) | |
Income tax (expense) benefit | (1,578) | | | (7,924) | | | (8,218) | | | 1,249 | |
Net income (loss) | $ | 7,883 | | | $ | (257,541) | | | $ | (74,216) | | | $ | (259,295) | |
Other comprehensive (loss) income: | | | | | | | |
Foreign currency translation adjustment, net of tax | (882) | | | 5,402 | | | 250 | | | 1,070 | |
Comprehensive income (loss) | $ | 7,001 | | | $ | (252,139) | | | $ | (73,966) | | | $ | (258,225) | |
| | | | | | | |
Net income (loss) per common share: | | | | | | | |
Basic | $ | 0.19 | | | $ | (7.39) | | | $ | (2.00) | | | $ | (7.47) | |
Diluted | $ | 0.19 | | | $ | (7.39) | | | $ | (2.00) | | | $ | (7.47) | |
| | | | | | | |
Weighted-average shares used in computing basic and diluted net income (loss) per common share: | | | | | | | |
Basic | 40,579,831 | | | 34,858,157 | | | 37,142,271 | | | 34,723,491 | |
Diluted | 41,901,138 | | | 34,858,157 | | | 37,142,271 | | | 34,723,491 | |
Thryv Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
| | | | | | | | | | | |
(in thousands, except share data) | December 31, 2024 | | December 31, 2023 |
Assets | | | |
Current assets | | | |
Cash and cash equivalents | $ | 16,311 | | | $ | 18,216 | |
Accounts receivable, net of allowance of $13,051 in 2024 and $14,926 in 2023 | 161,620 | | | 205,503 | |
Contract assets, net of allowance of $29 in 2024 and $35 in 2023 | 2,127 | | | 2,909 | |
Taxes receivable | 6,218 | | | 3,085 | |
Prepaid expenses | 13,923 | | | 17,771 | |
Deferred costs | 8,402 | | | 16,722 | |
Other current assets | 2,119 | | | 2,662 | |
Total current assets | 210,720 | | | 266,868 | |
Fixed assets and capitalized software, net | 44,478 | | | 38,599 | |
Goodwill | 253,318 | | | 302,400 | |
Intangible assets, net | 34,259 | | | 18,788 | |
Deferred tax assets | 143,495 | | | 128,051 | |
Other assets | 25,895 | | | 28,464 | |
Total assets | $ | 712,165 | | | $ | 783,170 | |
| | | |
Liabilities and Stockholders' Equity | | | |
Current liabilities | | | |
Accounts payable | $ | 13,011 | | | $ | 10,348 | |
Accrued liabilities | 95,462 | | | 105,903 | |
Current portion of unrecognized tax benefits | 26,196 | | | 23,979 | |
Contract liabilities | 40,315 | | | 44,558 | |
Current portion of Term Loan | 7,875 | | | 70,000 | |
Current portion of Term Loan, related party | 5,250 | | | — | |
Other current liabilities | 8,151 | | | 8,402 | |
Total current liabilities | 196,260 | | | 263,190 | |
Term Loan, net | 146,885 | | | 230,052 | |
Term Loan, net, related party | 100,436 | | | — | |
ABL Facility | 23,891 | | | 48,845 | |
Pension obligations, net | 38,014 | | | 69,388 | |
Other liabilities | 9,759 | | | 18,995 | |
Total long-term liabilities | 318,985 | | | 367,280 | |
Commitments and contingencies | | | |
Stockholders' equity | | | |
Common stock - $0.01 par value, 250,000,000 shares authorized; 70,556,740 shares issued and 43,033,960 shares outstanding at December 31, 2024; and 62,660,783 shares issued and 35,302,746 shares outstanding at December 31, 2023 | 706 | | | 627 | |
Additional paid-in capital | 1,272,476 | | | 1,151,259 | |
Treasury stock - 27,522,780 shares at December 31, 2024 and 27,358,037 shares at December 31, 2023 | (488,903) | | | (485,793) | |
Accumulated other comprehensive loss | (14,941) | | | (15,191) | |
Accumulated deficit | (572,418) | | | (498,202) | |
Total stockholders' equity | 196,920 | | | 152,700 | |
Total liabilities and stockholders' equity | $ | 712,165 | | | $ | 783,170 | |
Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| | | | | | | | | | | |
| Years Ended December 31, |
(in thousands) | 2024 | | 2023 |
Cash Flows from Operating Activities | | | |
Net (loss) | $ | (74,216) | | | $ | (259,295) | |
Adjustments to reconcile net (loss) to net cash provided by operating activities: | | | |
Depreciation and amortization | 52,789 | | | 63,251 | |
Amortization of deferred commissions | 18,283 | | | 14,954 | |
Amortization of debt issuance costs | 4,022 | | | 5,422 | |
Deferred income taxes | (5,270) | | | (12,904) | |
Provision for credit losses and service credits | 22,508 | | | 24,516 | |
Stock-based compensation expense | 24,118 | | | 22,201 | |
Other components of net periodic pension benefit | (24,806) | | | (2,719) | |
Impairment charges | 83,094 | | | 268,846 | |
Loss on early extinguishment of debt | 6,638 | | | — | |
Non-cash loss from the remeasurement of the indemnification asset | — | | | 10,734 | |
Other | 930 | | | 603 | |
Changes in working capital items, excluding acquisitions: | | | |
Accounts receivable | 23,167 | | | 54,325 | |
Contract assets | 782 | | | (326) | |
Prepaid expenses and other assets | 1,139 | | | 7,117 | |
Accounts payable and accrued liabilities | (26,526) | | | (37,749) | |
Other liabilities | (16,869) | | | (10,750) | |
Net cash provided by operating activities | 89,783 | | | 148,226 | |
| | | |
Cash Flows from Investing Activities | | | |
Additions to fixed assets and capitalized software | (33,537) | | | (33,394) | |
Acquisition of a business, net of cash acquired | (76,887) | | | (8,897) | |
Other | — | | | (225) | |
Net cash used in investing activities | (110,424) | | | (42,516) | |
| | | |
Cash Flows from Financing Activities | | | |
Proceeds from Term Loan | 206,220 | | | — | |
Proceeds from Term Loan, related party | 137,480 | | | — | |
Payments of Term Loan | (356,618) | | | (120,000) | |
Payments of Term Loan, related party | (31,500) | | | — | |
Proceeds from ABL Facility | 329,004 | | | 919,975 | |
Payments of ABL Facility | (353,957) | | | (925,684) | |
Debt issuance costs | (5,480) | | | — | |
Purchase of treasury stock | (499) | | | — | |
Proceeds from exercises of stock warrants | — | | | 15,898 | |
Proceeds from common stock offering, net of offering expenses | 87,402 | | | — | |
Other | 7,164 | | | 6,318 | |
Net cash provided by (used in) financing activities | 19,216 | | | (103,493) | |
| | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,344) | | | 133 | |
(Decrease) increase in cash, cash equivalents and restricted cash | (2,769) | | | 2,350 | |
Cash, cash equivalents and restricted cash, beginning of period | 20,530 | | | 18,180 | |
Cash, cash equivalents and restricted cash, end of period | $ | 17,761 | | | $ | 20,530 | |
| | | |
Supplemental Information | | | |
Cash paid for interest | $ | 44,018 | | | $ | 57,027 | |
Cash paid for income taxes, net | $ | 15,413 | | | $ | 9,313 | |
| | | |
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 are presented as two reportable segments. Comparative prior periods have been recast to reflect the current presentation. The CDOM monitors segment Adjusted EBITDA to assess the performance of each segment and make decisions about allocating resources to each segment.
The following tables summarize the operating results of the Company's reportable segments:
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| Three Months Ended December 31, | | Change |
(in thousands) | 2024 | | 2023 | | Amount | | % |
Revenue | | | | | | | |
Marketing Services | $ | 82,291 | | | $ | 162,193 | | | $ | (79,902) | | | (49.3) | % |
SaaS | 104,305 | | | 73,970 | | | 30,335 | | | 41.0 | % |
Total Revenue | $ | 186,596 | | | $ | 236,163 | | | $ | (49,567) | | | (21.0) | % |
| | | | | | | |
Adjusted EBITDA | | | | | | | |
Marketing Services | $ | 12,104 | | | $ | 45,773 | | | $ | (33,669) | | | (73.6) | % |
SaaS | 17,276 | | | 6,503 | | | 10,773 | | | 165.7 | % |
Consolidated Adjusted EBITDA6 | $ | 29,380 | | | $ | 52,276 | | | $ | (22,896) | | | (43.8) | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, | | Change |
(in thousands) | 2024 | | 2023 | | Amount | | % |
Revenue | | | | | | | |
Marketing Services | $ | 480,680 | | | $ | 653,244 | | | $ | (172,564) | | | (26.4) | % |
SaaS | 343,476 | | | 263,717 | | | 79,759 | | | 30.2 | % |
Total Revenue | $ | 824,156 | | | $ | 916,961 | | | $ | (92,805) | | | (10.1) | % |
| | | | | | | |
Adjusted EBITDA | | | | | | | |
Marketing Services | $ | 121,241 | | | $ | 175,490 | | | $ | (54,249) | | | (30.9) | % |
SaaS | 41,190 | | | 12,025 | | | 29,165 | | | 242.5 | % |
Consolidated Adjusted EBITDA6 | $ | 162,431 | | | $ | 187,515 | | | $ | (25,084) | | | (13.4) | % |
6 Consolidated Adjusted EBITDA is equal to Marketing Services Adjusted EBITDA and SaaS Adjusted EBITDA. See Non-GAAP Measures below for a reconciliation of Consolidated Adjusted EBITDA to Net income (loss).
The following tables set forth reconciliations of our SaaS revenue for the Company to Thryv SaaS revenue and Keap SaaS revenue:
| | | | | | | | | | | |
| Three Months Ended December 31, |
(in thousands) | 2024 | | 2023 |
Reconciliation of Thryv SaaS Revenue | | | |
SaaS Revenue | $ | 104,305 | | | $ | 73,970 | |
Less: | | | |
Keap SaaS Revenue | 13,419 | | | — | |
Thryv SaaS Revenue (without Keap) | $ | 90,886 | | | $ | 73,970 | |
| | | | | | | | | | | |
| Years Ended December 31, |
(in thousands) | 2024 | | 2023 |
Reconciliation of Thryv SaaS Revenue | | | |
SaaS Revenue | $ | 343,476 | | | $ | 263,717 | |
Less: | | | |
Keap SaaS Revenue | 13,419 | | | — | |
Thryv SaaS Revenue (without Keap) | $ | 330,057 | | | $ | 263,717 | |
Non-GAAP Measures
Our results included in this press release include Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Gross Profit and Free Cash Flow, 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 and Free Cash Flow 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, Adjusted Gross Profit and Free Cash Flow are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit and Free Cash Flow 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, Transaction costs, Stock-based compensation expense, and non-operating expenses, such as, Other components of net periodic pension cost, Loss on early extinguishment of debt, Non-cash loss from remeasurement of indemnification asset, 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. We define Free Cash Flow as cash from operating activities minus capital expenditures.
Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with U.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net income (loss):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
(in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Reconciliation of Adjusted EBITDA | | | | | | | |
Net income (loss) | $ | 7,883 | | | $ | (257,541) | | | $ | (74,216) | | | $ | (259,295) | |
Interest expense | 9,723 | | | 13,817 | | | 46,771 | | | 61,728 | |
Depreciation and amortization expense | 11,645 | | | 16,311 | | | 52,789 | | | 63,251 | |
Stock-based compensation expense (1) | 6,465 | | | 5,548 | | | 24,118 | | | 22,201 | |
Restructuring and integration expenses (2) | 15,018 | | | 1,767 | | | 32,697 | | | 14,612 | |
Income tax expense (benefit) | 1,578 | | | 7,924 | | | 8,218 | | | (1,249) | |
Transaction costs (3) | 3,439 | | | — | | | 5,145 | | | 373 | |
Other components of net periodic pension benefit (4) | (29,549) | | | (6,607) | | | (24,806) | | | (2,719) | |
Loss on early extinguishment of debt (5) | — | | | — | | | 6,638 | | | — | |
Non-cash loss from remeasurement of indemnification asset (6) | — | | | — | | | — | | | 10,734 | |
Impairment charges | — | | | 268,846 | | | 83,094 | | | 268,846 | |
Other (7) | 3,178 | | | 2,211 | | | 1,983 | | | 9,033 | |
Adjusted EBITDA | $ | 29,380 | | | $ | 52,276 | | | $ | 162,431 | | | $ | 187,515 | |
(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 years ended December 31, 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. For more information on our restructuring and integration expenses, please see our 2024 Annual Report on Form 10-K.
(3)Expenses related to the Keap acquisition during the year ended December 31, 2024, and the Yellow acquisition during the year ended December 31, 2023.
(4)Other components of net periodic pension 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 benefit relates to periodic mark-to-market pension remeasurement.
(5)In connection with the debt refinancing completed on May 1, 2024, we recorded a Loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs on our 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 includes foreign exchange-related 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 December 31, 2024 |
(in thousands) | Marketing Services | | SaaS | | Total |
Reconciliation of Adjusted Gross Profit | | | | | |
Gross profit | $ | 46,796 | | | $ | 76,231 | | | $ | 123,027 | |
Plus: | | | | | |
Depreciation and amortization expense | 1,837 | | | 2,830 | | | 4,667 | |
Stock-based compensation expense | 47 | | | 108 | | | 155 | |
Adjusted Gross Profit | $ | 48,680 | | | $ | 79,169 | | | $ | 127,849 | |
Gross Margin | 56.9 | % | | 73.1 | % | | 65.9 | % |
Adjusted Gross Margin | 59.2 | % | | 75.9 | % | | 68.5 | % |
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2023 |
(in thousands) | Marketing Services | | SaaS | | Total |
Reconciliation of Adjusted Gross Profit | | | | | |
Gross profit | $ | 109,752 | | | $ | 49,958 | | | $ | 159,710 | |
Plus: | | | | | |
Depreciation and amortization expense | 4,021 | | | 1,575 | | | 5,596 | |
Stock-based compensation expense | 74 | | | 43 | | | 117 | |
Adjusted Gross Profit | $ | 113,847 | | | $ | 51,576 | | | $ | 165,423 | |
Gross Margin | 67.7 | % | | 67.5 | % | | 67.6 | % |
Adjusted Gross Margin | 70.2 | % | | 69.7 | % | | 70.0 | % |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 |
(in thousands) | Marketing Services | | SaaS | | Total |
Reconciliation of Adjusted Gross Profit | | | | | |
Gross profit | $ | 299,015 | | | $ | 238,222 | | | $ | 537,237 | |
Plus: | | | | | |
Depreciation and amortization expense | 12,406 | | | 8,600 | | | 21,006 | |
Stock-based compensation expense | 327 | | | 336 | | | 663 | |
Adjusted Gross Profit | $ | 311,748 | | | $ | 247,158 | | | $ | 558,906 | |
Gross Margin | 62.2 | % | | 69.4 | % | | 65.2 | % |
Adjusted Gross Margin | 64.9 | % | | 72.0 | % | | 67.8 | % |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
(in thousands) | Marketing Services | | SaaS | | Total |
Reconciliation of Adjusted Gross Profit | | | | | |
Gross profit | $ | 409,057 | | | $ | 169,190 | | | $ | 578,247 | |
Plus: | | | | | |
Depreciation and amortization expense | 20,811 | | | 6,178 | | | 26,989 | |
Stock-based compensation expense | 399 | | | 214 | | | 613 | |
Adjusted Gross Profit | $ | 430,267 | | | $ | 175,582 | | | $ | 605,849 | |
Gross Margin | 62.6 | % | | 64.2 | % | | 63.1 | % |
Adjusted Gross Margin | 65.9 | % | | 66.6 | % | | 66.1 | % |
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) Marketing Services business and (ii) SaaS 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 December 31, 2024 |
(in thousands) | Marketing Services | | SaaS | | Total |
Revenue | $ | 82,291 | | | $ | 104,305 | | | $ | 186,596 | |
Net Income | | | | | 7,883 | |
Net Income Margin | | | | | 4.2 | % |
Adjusted EBITDA | 12,104 | | | 17,276 | | | 29,380 | |
Adjusted EBITDA Margin | 14.7 | % | | 16.6 | % | | 15.7 | % |
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2023 |
(in thousands) | Marketing Services | | SaaS | | Total |
Revenue | $ | 162,193 | | | $ | 73,970 | | | $ | 236,163 | |
Net (Loss) | | | | | (257,541) | |
Net (Loss) Margin | | | | | (109.1) | % |
Adjusted EBITDA | 45,773 | | | 6,503 | | | 52,276 | |
Adjusted EBITDA Margin | 28.2 | % | | 8.8 | % | | 22.1 | % |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 |
(in thousands) | Marketing Services | | SaaS | | Total |
Revenue | $ | 480,680 | | | $ | 343,476 | | | $ | 824,156 | |
Net (Loss) | | | | | (74,216) | |
Net (Loss) Margin | | | | | (9.0) | % |
Adjusted EBITDA | 121,241 | | | 41,190 | | | 162,431 | |
Adjusted EBITDA Margin | 25.2 | % | | 12.0 | % | | 19.7 | % |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
(in thousands) | Marketing Services | | SaaS | | Total |
Revenue | $ | 653,244 | | | $ | 263,717 | | | $ | 916,961 | |
Net (Loss) | | | | | (259,295) | |
Net (Loss) Margin | | | | | (28.3) | % |
Adjusted EBITDA | 175,490 | | | 12,025 | | | 187,515 | |
Adjusted EBITDA Margin | 26.9 | % | | 4.6 | % | | 20.4 | % |
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
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Exhibit 99.2
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6
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8
9
10
11 *Thryv Workforce Center - Coming Soon. *
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14
15 Q4 2024
16 4th Quarter and FY 2024 Highlights 1Consolidated Adjusted EBITDA is equal to Total SaaS Adjusted EBITDA and Total Marketing Services Adjusted EBITDA. See the Appendix for a reconciliation to Net income (loss). 2 Equal to adjusted EBITDA divided by revenue. 4th Quarter Full Year $ in thousands 2024 2023 YoY% 2024 2023 YoY% Total SaaS Revenue $104,305 $73,970 41.0% $343,476 $263,717 30.2% Adjusted EBITDA1 17,276 6,503 41,190 12,025 Adjusted EBITDA Margin2 16.6% 8.8% 12.0% 4.6% Total Marketing Services Revenue $82,291 $162,193 (49.3)% $480,680 $653,244 (26.4)% Adjusted EBITDA1 12,104 45,773 $121,241 $175,490 Adjusted EBITDA Margin2 14.7% 28.2% 25.2% 26.9% Consolidated Revenue $186,596 $236,163 (21.0)% $824,156 $916,961 (10.1)% Net Income (Loss) 7,883 (257,541) (74,216) (259,295) Net Income (Loss) Margin 4.2% (109.1)% (9.0)% (28.3)% Adjusted EBITDA1 29,380 52,276 162,431 187,515 Adjusted EBITDA Margin2 15.7% 22.1% 19.7% 20.4%
17 FINANCIAL REVIEW Q4 SaaS Highlights +41% YoY +73% YoY $324 $79M +33% YoY Revenue Subscribers ARPU ThryvPay TPVSeasoned Net Revenue Retention (NRR) 76% +620 bps YoY +98% +200 bps YoY Adjusted Gross Margin Results are inclusive of the Keap acquisition made on October 31, 2024, with the exception of NRR and ThryvPay TPV.
18 SaaS Highlights F I N A N C I A L R E V I E W Revenue $74.0 $104.3 Q4-23 Q4-24 Adjusted EBITDA $6.5 $17.3 Q4-23 Q4-24 Adjusted Gross Margin 69.7% 75.9% Q4-23 Q4-24 ($ in millions) Results are inclusive of the Keap acquisition made on October 31, 2024.
19 (1) (1) Denotes customer demand for paid products. Excludes 15,000 clients from the Keap acquisition made on October 31, 2024.
20 Total SaaS and Local Sales Generated inclusive of results from the Keap acquisition. Q4 SaaS ARPU: Total $324, Thryv $313, Keap $424 (Nov-Dec).
21 $30.6 $33.7 $35.9 $37.3 $38.5 $40.7 $44.9 $51.6 $50.9 $54.2 $62.9 $79.2 $48.2 $52.2 $56.6 $59.3 $59.9 $62.5 $67.4 $74.0 $74.3 $77.8 $87.1 $104.363.4% 64.5% 63.5% 62.8% 64.2% 65.1% 66.6% 69.7% 68.4% 69.7% 72.2% 75.9% 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 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
22 Results are inclusive of the Keap acquisition made on October 31, 2024.
23 Q4-24 Q4-23 Marketing Services Billings (millions)(3) $91.7 $153.1 YoY % (40)% (23)% BILLINGS (YoY%) (19)% (17)% (20)% (17)% (19)% (22)% (19)% (23)% (24)% (28)% (35)% (40)% 21% 20% 24% 25% 24% 20% 13% 22% 22% 24% 32% 43% (14)% (12)% (13)% (9)% (12)% (14)% (12)% (12)% (12)% (14)% (16)% (13)% Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Total Company Billings F I N A N C I A L R E V I E W Q4-24 Q4-23 SaaS Billings (millions)(1)(2) $105.0 $73.6 YoY % 43% 22% Q4-24 Q4-23 Total Company Billings (millions)(2) $196.7 $226.7 YoY % (13)% (12)% (1) SaaS Billings may differ from SaaS Revenue due to various U.S. GAAP accounting adjustments. (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
24 Q1 and FY 2025 Outlook Company Issues Strong SaaS Guidance for FY 2025 (in millions, USD) Q1 2025 Q2 2025 Q3 2025 Q4 2025 FY 2025 MANAGEMENT COMMENTARY TOTAL MARKETING SERVICES REVENUE $65.0 to $66.0 $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 $9.0 to $10.0 $77.5 to $78.5 • Company expects MS EBITDA margins in the mid-twenties for FY-25 (in millions, USD) Q1 2025 FY 2025 MANAGEMENT COMMENTARY TOTAL SAAS REVENUE $107.5 to $110.0 $464.5 to $474.0 • Company expects FY-25 increase of 35% to 38%. Keap is expected to contribute $75 to $78 million in FY-25 Adjusted EBITDA $9.0 to $9.5 $69.5 to $71.0 • Q1-25 SaaS EBITDA impacted by ~$2-3 million as lower print volumes shift additional cost allocations to SaaS
26 (in thousands) Q1-23 Q2-23 Q3-23 Q4-23 FY23 Q1-24 Q2-24 Q3-24 Q4-24 FY24 Net Income (Loss) $ 9,314 $ 15,978 $ (27,046) $ (257,541) $ (259,295) $ 8,424 $ 5,548 $ (96,071) $ 7,883 $ (74,216) Interest expense 16,488 16,292 15,131 13,817 61,728 13,359 12,175 11,514 9,723 46,771 Depreciation and amortization expense 15,431 15,667 15,842 16,311 63,251 14,553 14,072 12,519 11,645 52,789 Stock-based compensation expense 5,393 5,798 5,462 5,548 22,201 5,289 6,353 6,011 6,465 24,118 Restructuring and integration expenses 5,340 3,921 3,584 1,767 14,612 5,265 7,553 4,861 15,018 32,697 Income tax expense (benefit) 4,496 (3,428) (10,241) 7,924 (1,249) 5,397 6,618 (5,375) 1,578 8,218 Transaction costs 373 — — — 373 — — 1,706 3,439 5,145 Other components of net periodic pension cost (benefit) 121 1,865 1,902 (6,607) (2,719) 1,581 1,581 1,581 (29,549) (24,806) 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 — — 83,094 — 83,094 Other 2,269 1,856 2,697 2,211 9,033 246 (1,224) (217) 3,178 1,983 Adjusted EBITDA $ 58,469 $ 69,439 $ 7,331 $ 52,276 $ 187,515 $ 54,114 $ 59,314 $ 19,623 $ 29,380 $ 162,431 APPENDIX Non-GAAP Financial Reconciliation *Figures may not foot due to rounding.
27 APPENDIX Quarter Ended (in thousands) Q1-24 Q2-24 Q3-24 Q4-24 Segment Revenue $ 74,322 $ 77,794 $ 87,055 $ 104,305 Less: Segment cost of services 23,463 23,552 24,168 25,136 Segment sales and marketing 35,031 32,021 36,676 42,661 Segment general and administrative 12,393 12,056 15,897 19,232 Segment Adjusted EBITDA $ 3,435 $ 10,165 $ 10,314 $ 17,276 SaaS Segment Non-GAAP Reconciliation
28 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Three Months Ended December 31, 2024 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 46,796 $ 76,231 $ 123,027 Plus: Depreciation and amortization expense 1,837 2,830 4,667 Stock-based compensation expense 47 108 155 Adjusted Gross Profit $ 48,680 $ 79,169 $ 127,849 Gross Margin 56.9 % 73.1 % 65.9 % Adjusted Gross Margin 59.2 % 75.9 % 68.5 % Three Months Ended December 31, 2023 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 109,752 $ 49,958 $ 159,710 Plus: Depreciation and amortization expense 4,021 1,575 5,596 Stock-based compensation expense 74 43 117 Adjusted Gross Profit $ 113,847 $ 51,576 $ 165,423 Gross Margin 67.7 % 67.5 % 67.6 % Adjusted Gross Margin 70.2 % 69.7 % 70.0 % Non-GAAP Financial Reconciliation
29 Reconciliation of Adjusted Gross Profit to Gross Profit APPENDIX Non-GAAP Financial Reconciliation Year Ended December 31, 2024 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 299,015 $ 238,222 $ 537,237 Plus: Depreciation and amortization expense 12,406 8,600 21,006 Stock-based compensation expense 327 336 663 Adjusted Gross Profit $ 311,748 $ 247,158 $ 558,906 Gross Margin 62.2 % 69.4 % 65.2 % Adjusted Gross Margin 64.9 % 72.0 % 67.8 % Year Ended December 31, 2023 (in thousands) Marketing Services SaaS Consolidated Reconciliation of Adjusted Gross Profit Gross profit $ 409,057 $ 169,190 $ 578,247 Plus: Depreciation and amortization expense 20,811 6,178 26,989 Stock-based compensation expense 399 214 613 Adjusted Gross Profit $ 430,267 $ 175,582 $ 605,849 Gross Margin 62.6 % 64.2 % 63.1 % Adjusted Gross Margin 65.9 % 66.6 % 66.1 %
30 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 December 31, 2024 (in thousands) Marketing Services SaaS Total Revenue $ 82,291 $ 104,305 $ 186,596 Adjusted EBITDA 12,104 17,276 29,380 Adjusted EBITDA Margin 14.7 % 16.6 % 15.7 % Three Months Ended December 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 26,143 $ 44,578 Additions to fixed assets and capitalized software (8,807) (10,474) Free cash flow $ 17,336 $ 34,104 Three Months Ended December 31, 2023 (in thousands) Marketing Services SaaS Total Revenue $ 162,193 $ 73,970 $ 236,163 Adjusted EBITDA 45,773 6,503 52,276 Adjusted EBITDA Margin 28.2 % 8.8 % 22.1 %
31 APPENDIX Years Ended December 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 89,783 $ 148,226 Additions to fixed assets and capitalized software (33,537) (33,394) Free cash flow $ 56,246 $ 114,832 Supplemental Financial Information Year Ended December 31, 2024 (in thousands) Marketing Services SaaS Total Revenue $ 480,680 $ 343,476 $ 824,156 Adjusted EBITDA 121,241 41,190 162,431 Adjusted EBITDA Margin 25.2 % 12.0 % 19.7 % Year Ended December 31, 2023 (in thousands) Marketing Services SaaS Total Revenue $ 653,244 $ 263,717 $ 916,961 Adjusted EBITDA 175,490 12,025 187,515 Adjusted EBITDA Margin 26.9 % 4.6 % 20.4 % 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.
32
33 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 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. 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.
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THRYV HOLDINGS, INC.
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