8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) (May 24, 2021)

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 DFW Airport, Texas	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	Nasdaq Capital Market

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 8.01. Other Events.

Thryv Holdings, Inc. (the “Company”) is providing this Current Report on Form 8-K in connection with the disclosure of information contained in a supplemental investor presentation to be used by the Company at various meetings with institutional investors. A copy of the presentation is being filed as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this document:

Exhibit Number	Description
99.1	Investor Presentation

SIGNATURE

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

	THRYV HOLDINGS, INC.
Date: May 24, 2021	By:	/s/ Paul D. Rouse
	Name: Paul D. Rouse
	Title: Chief Financial Officer, Executive Vice President and Treasurer

EX-99.1

Exhibit 99.1

 Supplemental Presentation  May 2021 

 Safe Harbor Statement   2  This Presentation may include certain forward-looking statements, including, without limitation, statements concerning the conditions of our industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as ‘‘anticipates,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘seeks,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘expects,’’ and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties and risks (some of which are beyond our control) and changes in circumstances or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.  As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of any such changes, new information, subsequent events or otherwise.Market data and industry information used throughout this Presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources. All of the market data and industry information used in this Presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation to take (or refrain from taking) any particular action. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein.In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this Presentation contains non-GAAP financial measures. We present non-GAAP measures including: EBITDA, adjusted EBITDA, and adjusted EBITDA margin. The non-GAAP financial information is presented for supplemental informational purposes only and is 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 appendix to this Presentation for reconciliations of the non-GAAP financial measures used in this Presentation to the most comparable GAAP financial measures.We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects 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 an additional tool 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. 

 Today’s Presenters  3  Joe WalshChief Executive Officer  Paul RouseChief Financial Officer  Proven Track Record  Ryan CantorVice President of Product & Marketing  Leadership team with decades of experience working with SMBs and each other   Transformed Yellowbook (now Hibu) from a small telephone directory publisher to nation’s premier provider of SMB solutions   Led turn around of Cambium, an educational technology company, increasing share price rising from ~$0.70 to greater than $14.50  Rapidly grew Thryv’s SaaS annual net revenue from inception to ~$130 million in less than five years  Successfully integrated YP Holdings and increased company’s EBITDA margins by ~20 points 

                 Amer Akhtar  Bonnie Kintzer  Jason Mudrick  Ryan O’Hara  John Slater  Lauren Vaccarello  Joe Walsh  Heather Zynczak  4  NextSet Software  Board Of Directors  New board brings deep expertise in technology and SaaS  

 Company Overview  5      $364mmLTM Adj. EBITDA1,2,3    ~1,000Sales Related Employees Globally    ~2,700Employees Globally    $1.1bnLTM Revenue2,3     $158mmLTM Net Income2,3    400,000+Clients Globally  Thryv Snapshot  Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. See reconciliation in the Appendix2. Last Twelve Months as of March 20213. Includes Sensis contribution subsequent the acquisition date of March 1, 2021      $304Q1-21 ARPU    89%Net DollarRetention Rate    $135mmLTM Revenue2     8%LTM SegmentEBITDA Margin1,2    17%Q1-21 YoYRevenue Growth    ~44,500Clients  SaaS Snapshot  Coast-to-Coast Footprint  International ExpansionStarting in Australia                                                                                                                                                                                                                                        SaaSEnd-to-end client experience management software    Marketing ServicesLead generation tools and portfolio of search-based marketing solutions   Leading provider of local SMB management software and marketing services solutions 

 6  Key Investment Highlights  Experienced management team with proven track record of execution   1  Large and growing TAM with favorable tailwinds  2  Complete end-to-end SaaS platform for SMBs  3  SaaS business with tremendous growth opportunities   4  Marketing Services business provides captive customer base and growth capital for SaaS business  5 

 Complete Solutions to Address SMB Pain Points  7    Customizable and verticalized CRM, scheduling & appointments, automated follow-ups & reminders, document sharing & storage, mobile app  1  Stay Organized  Stand-alone ThryvPay app, estimates & invoices, credit card & ACH processing, online & mobile payments, scheduled payments, convenience fees & tipping, real time reporting   2  Get Paid  2-way text from business number, email & text announcements, automated campaigns & campaign analytics, centralized inbox communications   3  Communicate with Customers  Review generation, in-app review response, review acknowledgement service, review monitoring & alerts, competitor watch  Generate More Reviews  5  4  Online listing management, professionally designed website, social media posting & content library, custom videos  Build Your Brand  6  24/7 service via phone, chat, email, online learning center, videos & in-app guides  Service & Support  Piecing together multiple point solutions can be costly and time consuming 

 8  Award Winning Comprehensive Product Offering  Thryv’s Platform Stands Apart From Competition  https://www.globenewswire.com/news-release/2021/04/06/2204881/0/en/Thryv-Named-G2-Leader-in-14-Categories-for-Spring-2021.html 

 9        50+ Employees        1 Employee  2-19 Employees  20-50 Employees    $199-499/moPlus add-ons1  Point Solutions And Other Free Apps  Target Market  (10mm)  Enterprise Level SaaS  Thryv End-to-End Client ExperienceOther Point & Vertical-Specific Solutions  Total U.S. SMB Market: 30MM  Note: Average pricing shown based on Company estimates and pricing on company websites1. Add-ons range from $99 to $10,000+               Category Leader of an Early Stage but Rapidly Developing Market  $1K+per month  $100-$1,000per month  <$100per month 

 Our SaaS Evolution  10  Launch SaaS and Build an End-to-End Platform  Product Market Fit  The Next Frontier   Q3 2020SaaS business accelerating due to SMB industry tailwinds, product innovations, renewed focus on our core target marketMethodically building out new channels of customer acquisition                        Early success from captive customer base with 40,000+ customers by the end of 20182018  Acquisition and integration of YP Holdings creates a nation-wide platform2017  Launch DexHub (now called Thryv), a local business automation platform2016  Refocus up market and nail down product fit to reduce churn Invest in onboarding and educating customers to improve engagement2019-2020   Q4 2020Launch of ThryvPay, a low friction offering specially designed for service-based SMBsQ4-20 SaaS YoY revenue growth of 8%                        Launch additional add-on products like Thryv Leads, website development, SEO tools, and ICP solidification2018-2019   Q1 2021+Release of ThryvPay Mobile App, a stand-alone app that provides new point of entry for non-software usersAverage daily volume up to $150,000+Q1-21 SaaS YoY revenue growth of 17%                                                                                                                                     

 Driving Customer Engagement  11  Quarterly NPS        Continued to invest in education and engagement growth  Built and improved onboarding process to clearly identify the client’s purchase intent  As a result, tremendous growth in engagement and driving up in app time  User Frequency1  Average Time in App  (in minutes)  1. Represents percent of clients logging in at least 1-4 times per month  % of clients 

 Attractive Growth Opportunities  12    ThryvPay and ThryvPay App Launch  Broaden Offering to New Verticals    Verticalizing Product Offering    Scale New Channels of Customer Acquisition  Multiple actionable growth levers will continue to scale SaaS business    Strategic M&A and International Expansion 

 Pandemic Tailwinds Accelerate SMB SaaS Software Adoption  13      30mmTotal U.S. SMB market  10mmThryv Ideal ClientProfile TAM  Ideal Client Profile: Service-based SMBs with 2-50 employees   $3.0 billion TAM1  Estimated based on ARPU times 10 million2. Based on 2018 Tech Adoption Index projections 

 New Customer Acquisition Channels  14      InboundReferrals from existing customers  Partner NetworkMarketing partners, sales partners and resellers    Franchise / Multi-LocationLong-term contracts with franchising organizations  Medium-term target of 50% of new SaaS customers to come from new channels 

 Vertical Expansion Opportunity  15      Thryv now enables SMBs of all verticalsto track, and manage their day-to-day work  Integrated Vertical Platform tailors solutions to industry specifications, terminology and workflow   Leverage third-party research to cater to the unique needsof its diversified customer base  Initial horizontally-focused platform more easily and effectively builds out enhancements for specific verticals  Solutions capture key details: Thryv for Automotive maximizes appointments with side-by-side calendar views of bays and technicians  Currently serves more than 20 different industries  Enhanced CRM enables more diversified vertical reach  Solutions capture key details: Thryv for Health Services tracks patient level information  Solutions capture key details: Thryv for Legal can organize multiple cases for the same client 

   Stand alone ThryvPay App provides new point of entry for non-software usersRanked as the No. 3 payment gateway for small businesses behind PayPal and Apple Pay1Easily accepts credit card and ACH paymentsAutomatically charges convenience fees and accepts tipsOffers scheduled payments and dispute assistanceIntegrates with QuickBooks for automatic reconciliation  16  ThryvPay and ThryvPay Mobile App    Avg Transaction Size ~$400    Merchant Sign Ups~1,700  Average Transaction Volume per Day    Transactions Completed30,000+    Total Payment Volume$15M+  Based on G2 Spring 2021 Report 

 Strategic M&A and International Expansion Opportunity  17  Case Study: Acquisition of Sensis HoldingsClosed March 2021      Expands Thryv InternationallyProvides access to market of +100k SMBs in AustraliaLess highly-penetrated market than U.S.    Simple IntegrationWell-run asset with +40% EBITDA marginsEnglish-speaking countrySubstantially similar to Thryv’s Marketing Services business    AccretiveFavorable purchase price of <2x FY2020 EBITDA (audited)  SynergiesInitial estimated cost savings of AU$10 millionSignificant revenue synergy opportunity from SaaS cross-sell   Senior leadership has completed 100+ M&A transactions  Access to new product offerings and captive SMB customer bases  400,000+ customer base with meaningful opportunity to further penetrate with SaaS offering   Opportunity to significantly increase TAM with expansion into new geographies  International Revenue % for SMB-Focused SaaS Companies1,2  1. International revenue percent estimated based on latest 10K or 20F filing2. Dotted line represents the median international revenue percentage 

     High Cash Flow, Resilient Legacy Business  18  2nd COVID Wave  1st COVID Wave  Fed Rate Hike / U.S. China Trade Tension  Marketing Services business exhibits predictable decline and is resilient to broader market swings  High cash flow business that drives nearly $1 billion in revenue today with high EBITDA margins  Note: Results do not include contribution from Sensis Acquisition 

   Leveraging the Marketing Services Business  19    High Cash FlowHigh margin Marketing Services business funds growth of SaaS business  Cross SellingAs more SMBs shift to digital, Marketing Services captive customer base feeds into SaaS business    Deep Roots in SMB MarketsEstablished roots and deep relationships in the local and SMB markets    Expansion OpportunitiesProven ability to acquire Marketing Services customer base in new markets  38%LTM SegmentEBITDA Margin1  Note: Results do not include contribution from Sensis Acquisition1. Last Twelve Months as of March 2021  40%+of SaaS customers come from conversion from Marketing Services1  100+years focused solely on serving local SMBs since its inception  100K+SMB customers in Australia added through Sensis acquisition 

   20    EngagementContinue to educate clients on features and how to leverage capabilities within platformExpand app marketplace and drive time in-app    Drive Digital Adoption In SMB MarketAggressively sell Thryv via new channels as business environment recoversConvert “traditional” SMBsEfficiently and effectively onboard clients    Sensis Integration & SaaS LaunchConnect businessesPenetrate existing Sensis clients (on track for 2H 2021)Sign-up new clients (on track for 2H 2021)  Capital AllocationAggressively paydown debt  2021 Priority Progress 

 Financial Highlights 

   22  SaaS LTM revenue shows continued scaling of the business1   Q1 2021 YoY SaaS revenue growth showing business return to growth trajectory with renewed focus on core target market  SaaS Segment EBITDA margins benefitting from scaling of operations1  Steady Marketing Services Segment EBITDA margins provide capital for accelerating SaaS business1,3  Additional Marketing Services revenue from Sensis acquisition2  1. Last Twelve Months as of March 20212. Represents Last Twelve Months as of December 2020 (IFRS accounting standard)3. Results do not include contribution from Sensis Acquisition        17%  $200M+  8%  38%  Financial Highlights    $135M 

 Q1-21 Results  23  Key HighlightsQ1 2021 SaaS revenue accelerated to 17% YoY. Acceleration fueled by demand for SMBs to modernize and transition to SaaS softwareRecent product improvements drove expanded adoption and higher engagement among new and current clientsThryv continues to penetrate legacy captive client base and activate new clients via new channels execution   

 SaaS Business Financial Highlights  24  SaaS Revenue % of Total Thryv Revenue  Quarterly Revenue and YoY Growth  SMB industry tailwinds, product innovation, and focus on core target market accelerates SaaS  (in $ millions)  Note: Results do not include contribution from Sensis Acquisition 

 Key SaaS Metrics Hitting Inflection Point  25  Net Dollar Retention excludes Setup Fees and Credits & Adjustments. Uses month 2 revenue for clients that were given the 1st month free 

 Appendix 

 27  Marketing Services Overview    Directory BusinessSubscription-based display ads, online local business listings services and paid placement in offline directoriesLTM Revenue: $709mm1,3  SEMPaid placement in search engine resultsLTM Revenue: $157mm1,3  PresenceOnline listings management, Websites, Display ads and Search Engine Optimization (SEO)LTM Revenue: $82mm1,3    Marketing Services Snapshot  Note: Q1-21 includes Sensis contribution subsequent the acquisition date of March 1, 20211. Last Twelve Months as of March 20212. Based on 2021 Local Media Tracking Study by Localogy3. Excludes certain sales allowances that are included when reporting total Marketing Services     ~300,000+U.S. Clients    $921mmLTM Revenue1     38%LTM Segment EBITDA Margin1    26+ millionMonthly visits to online directories    7+ billionTotal 2020 directory references made in the U.S.2 

   Adjusted EBITDA Reconciliation  28  Note: Q1-21 includes Sensis contribution subsequent the acquisition date of March 1, 2021Note: Last Twelve Months as of March 2021 

 Historical Segment Billings  29    Note: Represents U.S. only and does not include contribution from Sensis Acquisition 

   Historical Segment Financials  30  Note: Last Twelve Months as of March 2021Note: Total Thryv includes certain purchase accounting adjustments not reflected at the business segment level