Financial Data and Key Metrics Changes - The company reported SaaS revenue of $74.3 million for Q1, a 24% year-over-year increase and slightly up sequentially [47] - Adjusted gross margin for SaaS increased by 420 basis points year-over-year but decreased by 130 basis points quarter-over-quarter to 68.4% [47] - First quarter SaaS adjusted EBITDA was $3.4 million, resulting in a margin of 4.6% [51] - Consolidated adjusted EBITDA was $54.1 million, representing a margin of 23% [54] - The net debt position was $341 million at the end of Q1, with a leverage ratio of 1.9 times net debt to EBITDA [55] Business Line Data and Key Metrics Changes - SaaS subscribers increased to approximately 70,000, a 30% year-over-year increase and 6% sequentially [53] - Marketing Services revenue for Q1 was $159.3 million, above guidance, with adjusted EBITDA of $50.7 million and a margin of 32% [54] - Marketing Services billings declined by 24% year-over-year to $136.8 million [54] Market Data and Key Metrics Changes - The company is transitioning from a legacy Marketing Services business to a SaaS-focused model, with significant traction in selling additional centers to existing customers [16][24] - The company is experiencing strong demand from small businesses moving to cloud solutions, which is driving growth [61] Company Strategy and Development Direction - The company aims to become predominantly a SaaS business, with expectations to exceed 50% SaaS revenue next year [38] - The strategy includes incentivizing multi-center sales to enhance customer engagement and revenue per user [19][20] - The company is actively looking for SaaS acquisition opportunities to enhance its growth strategy [31] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the SaaS business's growth potential, citing strong subscriber growth and increased customer engagement [30][61] - The refinancing of debt is expected to provide more flexibility for capital allocation, including potential acquisitions and share buybacks [46][56] - Management acknowledged macroeconomic pressures but emphasized the resilience of their customer base [75] Other Important Information - The company has a new Chief Product Officer, Rees Johnson, who is expected to enhance the software platform [23] - The company is seeing a trend of customers purchasing multiple centers, indicating strong product adoption [70][72] Q&A Session Summary Question: How is the transition from Marketing Services to SaaS being received by legacy customers? - Management noted strong traction in selling the Marketing Center to legacy customers, facilitating easier transitions to SaaS solutions [30] Question: What is the impact of the debt refinance on capital allocation? - The refinance provides flexibility for acquisitions, share buybacks, and debt reduction, enhancing shareholder value [31][46] Question: Are there patterns in customer adoption of multiple centers? - Management observed that customers are increasingly purchasing multiple centers, with some opting for both the Business and Marketing Centers simultaneously [70][72] Question: What are the expectations for the Marketing Services business moving forward? - Management expects continued declines in Marketing Services revenue as the focus shifts to SaaS, but emphasized the importance of overall EBITDA growth [84]

PART I. FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three months ended March 31, 2024, and 2023, including Statements of Operations, Balance Sheets, Changes in Stockholders' Equity, and Cash Flows, along with detailed notes, reflecting a Q1 2024 re-segmentation into Thryv Marketing Services and Thryv SaaS, and subsequent debt refinancing and a new share repurchase program | (in thousands, except per share data) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | **Revenue** | $233,624 | $245,555 | | **Gross Profit** | $153,641 | $154,808 | | **Operating Income** | $31,134 | $30,785 | | **Net Income** | $8,424 | $9,314 | | **Diluted EPS** | $0.22 | $0.25 | | (in thousands) | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $275,017 | $266,868 | | **Total Assets** | $786,835 | $783,170 | | **Total Current Liabilities** | $239,699 | $263,190 | | **Total Liabilities** | $619,769 | $630,470 | | **Total Stockholders' Equity** | $167,066 | $152,700 | | (in thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $5,438 | $32,311 | | **Net cash used in investing activities** | ($7,278) | ($5,136) | | **Net cash used in financing activities** | ($1,558) | ($17,055) | - In Q1 2024, the company changed its internal reporting structure, resulting in two reportable segments: Thryv Marketing Services and Thryv SaaS, with comparative prior periods recast to reflect this **change**[21](index=21&type=chunk)[98](index=98&type=chunk) - On May 1, 2024, the company **refinanced its debt**, entering into a **new $350.0 million Term Loan Agreement** and a **new $85.0 million ABL Credit Agreement**, which extended maturities to 2029 and 2028, respectively, and provided more favorable interest rates[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - On April 30, 2024, the Board authorized a **new share repurchase program**, allowing the company to repurchase up to **$40.0 million** of its common stock through April 30, 2029[108](index=108&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a **4.9%** year-over-year revenue **decrease** in Q1 2024, primarily due to a **14.2% decline** in the Thryv Marketing Services segment, which was partially offset by strong **24.0% growth** in the Thryv SaaS segment, with the company's strategy focusing on growing its SaaS business by converting existing Marketing Services clients, leading to a **12% decrease** in total clients driven by Marketing Services, while SaaS clients grew **30%**, and Adjusted EBITDA **decreased** by **7.4%** to **$54.1 million**, while maintaining **sufficient** liquidity and subsequently refinancing its debt on more favorable terms after the quarter's end [Overview and Key Business Metrics](index=26&type=section&id=Overview%20and%20Key%20Business%20Metrics) The company serves approximately **330,000** SMB clients through its Thryv Marketing Services and Thryv SaaS segments, with total clients **decreasing** by **12%** YoY to **328,000** as of March 31, 2024, driven by a **15% decline** in Marketing Services clients to **295,000**, while SaaS clients grew by **30%** to **70,000**, and Monthly ARPU for Marketing Services fell **13%** to **$145**, and SaaS ARPU **decreased 3%** to **$369**, reflecting a strategic push to convert clients at lower price points | (in thousands) | As of March 31, 2024 | As of March 31, 2023 | Change % | | :--- | :--- | :--- | :--- | | **Marketing Services Clients** | 295 | 348 | (15%) | | **SaaS Clients** | 70 | 54 | 30% | | **Total Clients** | 328 | 372 | (12%) | | (Monthly) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change % | | :--- | :--- | :--- | :--- | | **Marketing Services ARPU** | $145 | $167 | (13%) | | **SaaS ARPU** | $369 | $379 | (3%) | - The **decrease** in SaaS ARPU resulted from a strategic decision to accelerate the conversion of clients from digital Marketing Services solutions to SaaS solutions at a price lower than some existing SaaS products[128](index=128&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) For Q1 2024, total revenue **decreased 4.9%** YoY to **$233.6 million**, driven by a **14.2% decline** in Thryv Marketing Services revenue to **$159.3 million**, which saw a **31.0% drop** in Digital revenue partially offset by a **9.4% rise** in Print revenue due to publication cycle timing, while Thryv SaaS revenue grew **24.0%** to **$74.3 million**, and gross margin **improved** by **280** basis points to **65.8%**, reflecting the shift towards higher-margin SaaS products, and Adjusted EBITDA **decreased 7.4%** to **$54.1 million** | (in thousands) | Q1 2024 | Q1 2023 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | **Thryv Marketing Services** | $159,302 | $185,626 | ($26,324) | (14.2)% | | **Thryv SaaS** | $74,322 | $59,929 | $14,393 | 24.0% | | **Total Revenue** | $233,624 | $245,555 | ($11,931) | (4.9)% | - Marketing Services revenue **decline** was driven by a **$33.6 million** (**31.0%**) **decrease** in Digital revenue, stemming from client base **decline**, competition, and a strategic upgrade of clients to SaaS solutions, partly offset by a **$7.3 million** (**9.4%**) **increase** in Print revenue due to the timing of directory publications[138](index=138&type=chunk)[140](index=140&type=chunk) - SaaS revenue **increased** by **24.0%** due to higher demand as SMBs adopt cloud platforms, a focus on higher-value clients, and the strategic conversion of Marketing Services clients[141](index=141&type=chunk) - Gross margin **increased** to **65.8%** from **63.0%** YoY, primarily due to an **increased** sales mix of higher-margin SaaS solutions and the reduction of low-margin third-party services[144](index=144&type=chunk) - Adjusted EBITDA **decreased** by **$4.4 million** (**7.4%**) YoY, driven by the **decline** in the Marketing Services segment, which was partially offset by **growth** in the SaaS segment[150](index=150&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company believes its liquidity is **sufficient** for the next **12** months, with net cash from operating activities **decreasing significantly** to **$5.4 million** in Q1 2024 from **$32.3 million** in Q1 2023, mainly due to working capital timing differences, and total debt at **$347.6 million** at quarter-end, followed by a major debt refinancing on May 1, 2024, securing a **new $350.0 million term loan** and a **new $85.0 million ABL facility** with **improved** terms and extended maturities | (in thousands) | Q1 2024 | Q1 2023 | Change | | :--- | :--- | :--- | :--- | | **Cash from Operating Activities** | $5,438 | $32,311 | ($26,873) | | **Cash from Investing Activities** | ($7,278) | ($5,136) | ($2,142) | | **Cash from Financing Activities** | ($1,558) | ($17,055) | $15,497 | - The **$26.9 million decrease** in operating cash flow was primarily due to changes in working capital, impacted by the timing of annual bonus payments and the overall **decline** in sales[162](index=162&type=chunk) - On May 1, 2024, the company **refinanced its debt**, establishing a **new $350.0 million Term Loan Facility** maturing in 2029 and a **new $85.0 million ABL Facility** maturing in 2028[170](index=170&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risks are interest rate fluctuations on its floating-rate debt and foreign currency exchange risk from its Australian and New Zealand operations, where a hypothetical **100** basis point **increase** in interest rates would **increase** annual interest expense by approximately **$3.6 million**, and the company does not currently use hedging instruments for foreign currency risk - The company is exposed to **interest rate risk** on its floating-rate debt, where a hypothetical **100** basis point **increase** in interest rates would **increase** annual interest expense by approximately **$3.6 million**, based on debt outstanding at March 31, 2024[175](index=175&type=chunk) - The company has **foreign currency risks** related to revenue and expenses denominated in Australian and New Zealand dollars but has not used hedging for these transactions to date[176](index=176&type=chunk)[177](index=177&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation conducted by management, including the CEO and CFO, the company's disclosure controls and procedures were deemed **effective** as of March 31, 2024, with **no material changes** to the internal control over financial reporting identified during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2024[178](index=178&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, internal controls[179](index=179&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters in the normal course of business, specifically referencing an **ongoing tax case** with the IRS concerning Section 199 deductions and R&D credits, for which the company has **reserved $26.6 million** as of March 31, 2024, with settlement discussions ongoing - The company is in **ongoing settlement negotiations** with the IRS regarding a tax case related to Section 199 deductions and research and development tax credits[92](index=92&type=chunk)[93](index=93&type=chunk) - As of March 31, 2024, the company has **reserved $26.6 million** in connection with the Section 199 disallowance, and a draft settlement document has been received but is not yet finalized[94](index=94&type=chunk)[96](index=96&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This section provides an updated risk factor concerning the company's use of artificial intelligence (AI), highlighting potential risks including competitive harm, reputational damage from inaccurate or biased AI-generated content, cybersecurity incidents, and emerging ethical and regulatory challenges associated with AI - The company has identified **new risks** associated with its use of artificial intelligence (AI), including competitive harm, reputational damage, legal liability, and cybersecurity incidents[181](index=181&type=chunk) - The rapid evolution of AI, including potential government regulation, will require significant resources to manage ethically and **effectively**[182](index=182&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported **no unregistered sales** of equity securities or use of proceeds during the quarter - **None reported** for the period[183](index=183&type=chunk) [Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported **no defaults** upon its senior securities - **None reported** for the period[184](index=184&type=chunk) [Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is **not applicable** to the company - **Not Applicable**[185](index=185&type=chunk) [Other Information](index=40&type=section&id=Item%205.%20Other%20Information) The company reported that **none** of its officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the first quarter of 2024 - **No officers** or directors adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended March 31, 2024[186](index=186&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, with notable exhibits including the **new Term Loan Credit Agreement** and the **new ABL Credit Agreement**, both dated May 1, 2024, as well as required officer certifications - Key exhibits filed with this report include the **new Term Loan Credit Agreement** and **ABL Credit Agreement** from the May 1, 2024 refinancing[187](index=187&type=chunk)

Exhibit 10.2 EXECUTION CREDIT AGREEMENT by and among CITIZENS BANK, N.A., as Administrative Agent and Australian Security Trustee, CITIZENS BANK, N.A., as Lead Arranger, Book Runner, and Collateral Agent, CITIZENS BANK, N.A., as Syndication Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, and THRYV, INC., and Each Other Entity From Time To Time Party Hereto as a Borrower, as Borrowers Dated as of May 1, 2024 TABLE OF CONTENTS Page | 1. | DEFINITIONS AND CONSTRUCTION | | --- | --- | | 1.1 | Defini ...

Financial Data and Key Metrics Changes - SaaS revenue for Q4 2023 was $74 million, a 25% increase year-over-year and a 10% increase sequentially, with full-year SaaS revenue growing 22% to $263.7 million [39][31] - SaaS adjusted gross margins improved to 70% in Q4, trending towards the long-term guidance of 75% [25][40] - The company generated $148 million in cash from operations and $115 million in free cash flow, allowing for significant debt retirement in 2023 [26] - Net loss for Q4 was $257.5 million, or a loss of $7.39 per diluted share, compared to a net loss of $50.4 million, or a loss of $1.47 per diluted share, in Q4 2022 [46] Business Line Data and Key Metrics Changes - SaaS adjusted EBITDA for Q4 was $6.5 million, exceeding guidance and resulting in an adjusted EBITDA margin of 8.8% [41] - Marketing services revenue for Q4 was $162.2 million, with full-year revenue at $653.2 million, both above guidance [43] - Marketing services billings declined by 23% year-over-year in Q4, aligning with the long-term vision of transitioning clients to SaaS [44] Market Data and Key Metrics Changes - SaaS subscribers reached approximately 66,000 at the end of Q4, a 27% year-over-year increase, while SaaS RPU decreased by 4% year-over-year to $370 [67] - Net dollar retention for Q4 was 96%, an increase of 500 basis points year-over-year, driven by upselling and cross-selling initiatives [68][57] Company Strategy and Development Direction - The company is transitioning from a legacy marketing services entity to a rapidly expanding SaaS business, with expectations that SaaS will represent approximately 40% of revenue in 2024 [58][96] - The introduction of new products like Marketing Center and Command Center is expected to enhance client experiences and drive growth in the SaaS business [38][70] - The company is focused on upgrading legacy clients to the Thryv platform, which is seen as a significant growth lever for 2024 [27][36] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the SaaS business's trajectory, indicating that the nadir of declining EBITDA has been reached and profitability is expected to improve [2][50] - The international market is performing well, with plans for expansion into new markets [77] - Management anticipates some noise in ARPU due to the introduction of new customers at lower price points, but expects overall growth in the long term [76][49] Other Important Information - The company recorded a non-cash impairment charge to goodwill of $268.8 million, attributed to the structural decline in the marketing services business [72] - The leverage ratio was 1.8 times net debt to EBITDA, well below the covenant of three times, indicating a strong financial position [73] Q&A Session Summary Question: How should we think about the migration of marketing services customers to the new platforms? - Management believes the entire base can eventually transition to the SaaS platform, but it will take time as this is a gradual process [6] Question: What resources are allocated for onboarding customers during this transition? - Management is focused on ensuring adequate resources are in place to support the transition and may require incremental investments to grow the SaaS business [7] Question: Has there been any change in incentives for legacy customers to accelerate their transition? - Management confirmed that they are offering viable products to retain clients long-term and facilitate their transition to the SaaS platform [9] Question: Can you discuss the growth in SaaS subscribers and any moving parts affecting this metric? - Management noted that the growth in SaaS subscribers is linked to the introduction of new products and the transition of legacy customers, which is expected to positively impact net dollar retention [11] Question: How does the company view customer growth versus ARPU in 2024? - Management indicated that while there may be pressure on new customer pricing, seasoned ARPU is showing strong growth, and they expect overall ARPU to improve as more customers transition to higher-value offerings [13][14]

Key Investment Highlights - Thryv is a customizable, do-it-all small business software designed to help small businesses communicate efficiently, run their business, and grow their brand[12] - Thryv benefits from cloud adoption as SMBs accelerate their transition to the cloud to more efficiently manage and grow their businesses[36] - Thryv has an efficient customer acquisition strategy through cross-selling, new acquisition channels, franchise, a vast SMB referral network, and product-qualified leads[36] Q4 & FY 2023 Financial Performance - Total SaaS revenue for Q4 2023 was $73.97 million, a 24.7% increase year-over-year (YoY) compared to $59.318 million in Q4 2022[30] - Total SaaS revenue for FY 2023 was $263.717 million, a 21.9% increase YoY compared to $216.346 million in FY 2022[30] - Total Marketing Services revenue for Q4 2023 was $162.193 million, a (26.3)% decrease YoY compared to $220.050 million in Q4 2022[30] - Total Marketing Services revenue for FY 2023 was $653.244 million, a (33.8)% decrease YoY compared to $986.042 million in FY 2022[30] - Consolidated revenue for Q4 2023 was $236.163 million, a (15.5)% decrease YoY compared to $279.368 million in Q4 2022[30] - Consolidated revenue for FY 2023 was $916.961 million, a (23.7)% decrease YoY compared to $1.202 billion in FY 2022[30] - Marketing Services Billings for Q4 2023 were $149.2 million, compared to $192.8 million in Q4 2022, representing a (23)% YoY change[61] FY 2024 Outlook - The company expects FY 2024 SaaS revenue between $325 million and $328 million, representing a growth of 23% to 24%[111] - The company expects FY 2024 Marketing Services revenue between $495 million and $505 million[85] - The company expects FY 2024 Marketing Services Adjusted EBITDA margin of approximately 27%[66]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-35895 THRYV HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 13-2740040 (State or other jur ...

[Executive Summary](index=1&type=section&id=1.%20Executive%20Summary) This section provides an overview of Thryv Holdings, Inc., highlighting key financial and operational achievements for Q4 and full-year 2023 [Company Overview](index=1&type=section&id=1.1.%20Company%20Overview) Thryv Holdings, Inc. is a global software and marketing services company that provides the Thryv® SaaS platform to over 65,000 small-to-medium-sized businesses (SMBs) and offers digital and print presence products to approximately 350,000 business customers - Thryv Holdings, Inc. is a global software and marketing services company empowering SMBs[33](index=33&type=chunk) - Over **65,000** businesses use the Thryv® SaaS platform[33](index=33&type=chunk) - Approximately **350,000** business customers utilize digital and print presence products[33](index=33&type=chunk) [Fourth Quarter 2023 Highlights](index=1&type=section&id=1.2.%20Fourth%20Quarter%202023%20Highlights) Thryv reported robust Q4 2023 results, with SaaS revenue growing 25% year-over-year and SaaS Adjusted EBITDA surpassing guidance. The company also saw a sequential increase in Net Dollar Retention and generated strong operating cash flow - SaaS revenue growth of **25% year-over-year** in the fourth quarter of 2023[1](index=1&type=chunk) - SaaS Adjusted EBITDA exceeded the mid-point of guidance by over **$2.75 million**[4](index=4&type=chunk) - Net Dollar Retention (NDR) increased **400 bps sequentially to 96%**[4](index=4&type=chunk) [Full-Year 2023 Highlights](index=2&type=section&id=1.3.%20Full-Year%202023%20Highlights) For the full year 2023, Thryv exceeded its SaaS revenue growth guidance, achieving a 21.9% increase. The company generated strong free cash flow, enabling a significant paydown of its term loan - Surpassed guidance on SaaS revenue growth and SaaS Adjusted EBITDA for the full year[2](index=2&type=chunk) - Generated strong FY operating cash flow of **$148.2 million**[4](index=4&type=chunk) - Strong free cash flow in 2023 enabled paying down **$120 million** towards the term loan[3](index=3&type=chunk) [Detailed Financial Results](index=2&type=section&id=2.%20Detailed%20Financial%20Results) This section presents a comprehensive analysis of Thryv's financial performance for Q4 and full-year 2023, including key SaaS metrics [Fourth Quarter 2023 Financial Performance](index=2&type=section&id=2.1.%20Fourth%20Quarter%202023%20Financial%20Performance) In Q4 2023, Thryv's total SaaS revenue grew 25% year-over-year to $74.0 million, while Marketing Services revenue decreased 26%. Consolidated total revenue declined 15% to $236.2 million, resulting in a net loss of $257.5 million, primarily due to a goodwill impairment charge. SaaS Adjusted Gross Profit Margin reached a record 70% Q4 2023 Key Financials (YoY Change) | Metric | Q4 2023 (Millions) | Q4 2022 (Millions) | YoY Change | | :----------------------------- | :----------------- | :----------------- | :--------- | | Total SaaS Revenue | $74.0 | $59.3 | +25% | | Total Marketing Services Revenue | $162.2 | $220.1 | -26% | | Consolidated Total Revenue | $236.2 | $279.4 | -15% | | Consolidated Net Loss | $(257.5) | $(50.4) | -411% | | Consolidated Adjusted EBITDA | $52.3 | $68.2 | -23.3% | | SaaS Adjusted Gross Profit Margin | 70% | 62.7% | +7.3 pp | - Consolidated net loss includes a non-cash charge of **$268.8 million** related to goodwill impairment[8](index=8&type=chunk) [Full-Year 2023 Financial Performance](index=2&type=section&id=2.2.%20Full-Year%202023%20Financial%20Performance) For the full year 2023, total SaaS revenue increased 21.9% to $263.7 million, while Marketing Services revenue declined 33.8%. Consolidated total revenue decreased 24% to $917.0 million, leading to a net loss of $259.3 million, largely due to a goodwill impairment charge. Operating cash flow remained strong at $148.2 million FY 2023 Key Financials (YoY Change) | Metric | FY 2023 (Millions) | FY 2022 (Millions) | YoY Change | | :----------------------------- | :----------------- | :----------------- | :--------- | | Total SaaS Revenue | $263.7 | $216.3 | +21.9% | | Total Marketing Services Revenue | $653.2 | $986.0 | -33.8% | | Consolidated Total Revenue | $917.0 | $1,202.4 | -24% | | Consolidated Net Loss | $(259.3) | $54.3 | NM | | Consolidated Adjusted EBITDA | $187.5 | $333.3 | -43.7% | | Operating Cash Flow | $148.2 | $148.6 | -0.3% | - Consolidated net loss includes a non-cash charge of **$268.8 million** related to goodwill impairment, compared to net income of **$54.3 million** for the prior year[8](index=8&type=chunk) [SaaS Key Metrics](index=3&type=section&id=2.3.%20SaaS%20Key%20Metrics) Thryv's SaaS client base grew significantly in Q4 2023, with total SaaS clients increasing 27% year-over-year to 66 thousand. Seasoned Net Dollar Retention improved sequentially to 96%, while SaaS monthly Average Revenue per Unit (ARPU) saw a slight decrease. ThryvPay total payment volume surged by 54% - Total SaaS clients increased **27% year-over-year to 66 thousand** for the fourth quarter of 2023[14](index=14&type=chunk) - Seasoned Net Dollar Retention was **96%** for Q4 2023, an increase of **400 bps sequentially**[14](index=14&type=chunk) - SaaS monthly Average Revenue per Unit ('ARPU') decreased to **$370** for Q4 2023, compared to **$387** in Q4 2022[14](index=14&type=chunk) - ThryvPay total payment volume was **$60 million**, an increase of **54% year-over-year**[14](index=14&type=chunk) [Financial Statements](index=5&type=section&id=3.%20Financial%20Statements) This section details Thryv's consolidated financial statements, including statements of operations, balance sheets, and cash flows [Consolidated Statements of Operations and Comprehensive (Loss) Income](index=5&type=section&id=3.1.%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20(Loss)%20Income) The consolidated statement of operations shows a significant net loss for both Q4 and FY 2023, primarily driven by substantial impairment charges. Revenue declined across both periods, while operating expenses increased due to these charges Consolidated Statements of Operations (Selected Data) | Metric (Thousands) | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------- | :------ | :------ | :------ | :------ | | Revenue | $236,163 | $279,368 | $916,961 | $1,202,388 | | Gross profit | $159,710 | $178,905 | $578,247 | $780,382 | | Operating (loss) income | $(242,131) | $(66,760) | $(200,017) | $99,322 | | Net (loss) income | $(257,541) | $(50,445) | $(259,295) | $54,348 | | Diluted EPS | $(7.39) | $(1.47) | $(7.47) | $1.49 | - Impairment charges were **$268,846 thousand** in Q4 2023 and for the full year 2023, significantly impacting operating and net income[15](index=15&type=chunk) [Consolidated Balance Sheets](index=6&type=section&id=3.2.%20Consolidated%20Balance%20Sheets) As of December 31, 2023, total assets decreased significantly to $783.17 million from $1,177.88 million in 2022, largely due to a reduction in goodwill. Total liabilities also decreased, and stockholders' equity saw a substantial reduction Consolidated Balance Sheet (Selected Data) | Metric (Thousands) | Dec 31, 2023 | Dec 31, 2022 | Change | | :-------------------- | :----------- | :----------- | :----- | | Total assets | $783,170 | $1,177,877 | $(394,707) | | Goodwill | $302,400 | $566,004 | $(263,604) | | Total current assets | $266,868 | $378,316 | $(111,448) | | Total liabilities | $630,470 | $795,610 | $(165,140) | | Total stockholders' equity | $152,700 | $382,267 | $(229,567) | - The decrease in total assets is primarily driven by a reduction in goodwill from **$566.0 million** to **$302.4 million**[16](index=16&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=3.3.%20Consolidated%20Statements%20of%20Cash%20Flows) Thryv maintained strong net cash provided by operating activities in 2023 at $148.2 million, comparable to the prior year. The company used cash for investing activities, including additions to fixed assets and acquisitions, and for financing activities, notably paying down $120 million of its Term Loan Consolidated Cash Flow (Selected Data) | Metric (Thousands) | FY 2023 | FY 2022 | | :-------------------- | :------ | :------ | | Net cash provided by operating activities | $148,226 | $148,573 | | Net cash used in investing activities | $(42,516) | $(52,026) | | Net cash used in financing activities | $(103,493) | $(91,097) | | Payments of Term Loan | $(120,000) | $(104,165) | - The company paid down **$120 million** of its Term Loan in 2023[3](index=3&type=chunk)[17](index=17&type=chunk) [Segment Operating Results](index=8&type=section&id=4.%20Segment%20Operating%20Results) This section analyzes Thryv's financial performance by segment, distinguishing between U.S. and International Marketing Services and SaaS operations [Fourth Quarter 2023 Segment Performance](index=8&type=section&id=4.1.%20Fourth%20Quarter%202023%20Segment%20Performance) In Q4 2023, Thryv's SaaS segment showed strong growth, with U.S. SaaS revenue increasing 21.9% and International SaaS revenue surging 140.4%. Conversely, Marketing Services revenue declined in both U.S. and International segments. SaaS Adjusted EBITDA significantly improved, especially in the U.S. segment Q4 2023 Segment Revenue (YoY Change) | Segment (Thousands) | Q4 2023 Revenue | Q4 2022 Revenue | YoY Change | | :--------------------- | :-------------- | :-------------- | :--------- | | Thryv U.S. Marketing Services | $132,665 | $187,755 | (29.3)% | | Thryv U.S. SaaS | $70,652 | $57,938 | 21.9% | | Thryv International Marketing Services | $29,528 | $32,295 | (8.6)% | | Thryv International SaaS | $3,318 | $1,380 | 140.4% | Q4 2023 Segment Adjusted EBITDA (YoY Change) | Segment (Thousands) | Q4 2023 Adjusted EBITDA | Q4 2022 Adjusted EBITDA | YoY Change | | :--------------------- | :---------------------- | :---------------------- | :--------- | | Thryv U.S. Marketing Services | $38,383 | $59,758 | (35.8)% | | Thryv U.S. SaaS | $8,345 | $83 | NM | | Thryv International Marketing Services | $7,390 | $10,657 | (30.7)% | | Thryv International SaaS | $(1,842) | $(2,305) | 20.1% | [Full-Year 2023 Segment Performance](index=9&type=section&id=4.2.%20Full-Year%202023%20Segment%20Performance) For the full year 2023, U.S. SaaS revenue grew 19.7% and International SaaS revenue increased 123.1%. Marketing Services revenue continued its decline in both regions. U.S. SaaS Adjusted EBITDA turned positive, showing significant improvement from a loss in the prior year FY 2023 Segment Revenue (YoY Change) | Segment (Thousands) | FY 2023 Revenue | FY 2022 Revenue | YoY Change | | :--------------------- | :-------------- | :-------------- | :--------- | | Thryv U.S. Marketing Services | $510,533 | $820,032 | (37.7)% | | Thryv U.S. SaaS | $253,579 | $211,801 | 19.7% | | Thryv International Marketing Services | $142,711 | $166,010 | (14.0)% | | Thryv International SaaS | $10,138 | $4,545 | 123.1% | FY 2023 Segment Adjusted EBITDA (YoY Change) | Segment (Thousands) | FY 2023 Adjusted EBITDA | FY 2022 Adjusted EBITDA | YoY Change | | :--------------------- | :---------------------- | :---------------------- | :--------- | | Thryv U.S. Marketing Services | $123,249 | $271,629 | (54.6)% | | Thryv U.S. SaaS | $18,576 | $(3,686) | NM | | Thryv International Marketing Services | $52,241 | $75,106 | (30.4)% | | Thryv International SaaS | $(6,551) | $(9,707) | 32.5% | [Non-GAAP Financial Measures](index=10&type=section&id=5.%20Non-GAAP%20Financial%20Measures) This section provides reconciliations for non-GAAP financial measures, including Adjusted EBITDA and Adjusted Gross Profit, along with supplemental segment data [Adjusted EBITDA Reconciliation](index=10&type=section&id=5.1.%20Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA for Q4 2023 was $52.3 million, down from $68.2 million in Q4 2022. For the full year 2023, Adjusted EBITDA was $187.5 million, a decrease from $333.3 million in 2022. The reconciliation highlights significant adjustments for impairment charges, depreciation, amortization, and stock-based compensation Adjusted EBITDA Reconciliation (Selected Data) | Metric (Thousands) | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------- | :------ | :------ | :------ | :------ | | Net (loss) income | $(257,541) | $(50,445) | $(259,295) | $54,348 | | Impairment charges | $268,846 | $102,000 | $268,846 | $102,222 | | Depreciation and amortization expense | $16,311 | $22,438 | $63,251 | $88,392 | | Stock-based compensation expense | $5,548 | $4,488 | $22,201 | $14,628 | | Adjusted EBITDA | $52,276 | $68,193 | $187,515 | $333,342 | [Adjusted Gross Profit Reconciliation](index=11&type=section&id=5.2.%20Adjusted%20Gross%20Profit%20Reconciliation) Adjusted Gross Profit for Q4 2023 was $165.4 million with an Adjusted Gross Margin of 70.0%, an improvement from 67.5% in Q4 2022. For the full year 2023, Adjusted Gross Profit was $605.8 million with an Adjusted Gross Margin of 66.1%, slightly lower than 68.1% in 2022 Adjusted Gross Profit and Margin (Selected Data) | Metric (Thousands) | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------- | :------ | :------ | :------ | :------ | | Gross profit | $159,710 | $178,905 | $578,247 | $780,382 | | Adjusted Gross Profit | $165,423 | $188,592 | $605,849 | $819,150 | | Adjusted Gross Margin | 70.0% | 67.5% | 66.1% | 68.1% | [Supplemental Segment Adjusted EBITDA](index=12&type=section&id=5.3.%20Supplemental%20Segment%20Adjusted%20EBITDA) This section provides a detailed breakdown of Adjusted EBITDA and Adjusted EBITDA Margin by Marketing Services and SaaS segments, both U.S. and International. It shows the significant positive shift in SaaS Adjusted EBITDA margins, particularly in the U.S. segment, while Marketing Services margins generally declined Q4 2023 Segment Adjusted EBITDA & Margin | Segment (Thousands) | Revenue | Adjusted EBITDA | Adjusted EBITDA Margin | | :--------------------- | :------ | :-------------- | :--------------------- | | Marketing Services Total | $162,193 | $45,773 | 28.2% | | SaaS Total | $73,970 | $6,503 | 8.8% | | U.S. SaaS | $70,652 | $8,345 | 11.8% | | International SaaS | $3,318 | $(1,842) | (55.5)% | FY 2023 Segment Adjusted EBITDA & Margin | Segment (Thousands) | Revenue | Adjusted EBITDA | Adjusted EBITDA Margin | | :--------------------- | :------ | :-------------- | :--------------------- | | Marketing Services Total | $653,244 | $175,490 | 26.9% | | SaaS Total | $263,717 | $12,025 | 4.6% | | U.S. SaaS | $253,579 | $18,576 | 7.3% | | International SaaS | $10,138 | $(6,551) | (64.6)% | [Financial Outlook](index=3&type=section&id=6.%20Financial%20Outlook) This section outlines Thryv's financial guidance for Q1 and full year 2024, projecting future revenue and Adjusted EBITDA for its segments [Q1 and Full Year 2024 Guidance](index=3&type=section&id=6.1.%20Q1%20and%20Full%20Year%202024%20Guidance) Thryv provided guidance for Q1 and full year 2024, projecting continued SaaS revenue growth and positive SaaS Adjusted EBITDA. Marketing Services revenue is expected to continue its decline Q1 and Full Year 2024 Guidance (Millions) | Metric | 1st Quarter 2024 | Full Year 2024 | | :------------------------ | :--------------- | :------------- | | SaaS Revenue | $73 - $74 | $325 - $328 | | SaaS Adjusted EBITDA | $6 - $7 | $26 - $29 | | Marketing Services Revenue | $152 - $155 | $495 - $505 | | Marketing Services Adjusted EBITDA | N/A | $132 - $135 | - Plans to accelerate SaaS revenue growth and drive margin expansion by empowering legacy digital clients to seamlessly transition to the Thryv SaaS platform[2](index=2&type=chunk) [Corporate Information](index=3&type=section&id=7.%20Corporate%20Information) This section provides corporate details, including earnings call information, forward-looking statements, company overview, and contact information [Earnings Conference Call Information](index=3&type=section&id=7.1.%20Earnings%20Conference%20Call%20Information) Thryv hosted a conference call on February 22, 2024, to discuss its Q4 2023 results, with details provided for registration, webcast access, and replay options - Thryv hosted a conference call on Thursday, February 22, 2024, at **8:30 a.m. (Eastern Time)** to discuss Q4 2023 results[11](index=11&type=chunk) - Details for analyst registration, webcast link, and replay access were provided[12](index=12&type=chunk)[13](index=13&type=chunk) [Forward-Looking Statements](index=13&type=section&id=7.2.%20Forward-Looking%20Statements) The report includes a standard disclaimer regarding forward-looking statements, highlighting various risks and uncertainties that could cause actual results to differ materially from projections, and advises against undue reliance on these statements - Forward-looking statements are identified by words such as 'may', 'will', 'believe', 'anticipate', 'expect', 'guidance', and similar future-oriented terms[30](index=30&type=chunk) - Actual results may differ materially due to factors including liquidity, acquisition integration, client retention, economic conditions, competition, and technological changes[30](index=30&type=chunk)[31](index=31&type=chunk) - The company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law[32](index=32&type=chunk) [About Thryv Holdings, Inc.](index=14&type=section&id=7.3.%20About%20Thryv%20Holdings,%20Inc.) Thryv Holdings, Inc. is a global software and marketing services company focused on empowering SMBs with its Thryv® SaaS platform and traditional digital/print presence products - Thryv Holdings, Inc. is a global software and marketing services company[33](index=33&type=chunk) - Empowers small- to medium-sized businesses (SMBs) to grow and modernize operations[33](index=33&type=chunk) - Offers the Thryv® SaaS platform and digital/print presence products[33](index=33&type=chunk) [Media and Investor Contacts](index=14&type=section&id=7.4.%20Media%20and%20Investor%20Contacts) Contact information for media and investor relations is provided for inquiries - Media Contact: Julie Murphy, Thryv, Inc., **617.967.5426**, julie.murphy@thryv.com[34](index=34&type=chunk) - Investor Contact: Cameron Lessard, Thryv, Inc., **214.773.7022**, cameron.lessard@thryv.com[34](index=34&type=chunk)

Financial Data and Key Metrics Changes - The company generated approximately $7 million in adjusted EBITDA and $37 million in cash flow for Q3 2023, indicating strong cash management despite a light revenue recognition period [3] - Third quarter consolidated adjusted gross margin was 60%, with adjusted EBITDA of $7.3 million, representing an adjusted EBITDA margin of 4% [9] - The net debt position was $377 million at the end of Q3, with a leverage ratio of 1.8x net debt to EBITDA, well below the covenant of 3x [9] Business Line Data and Key Metrics Changes - SaaS revenue grew 19% year-over-year to $67.4 million, with an adjusted gross margin of approximately 67% [21][23] - SaaS subscribers increased to approximately 66,000, a 29% year-over-year growth, while ARPU decreased by 3% to $365 [8] - Marketing Services billings were $159.5 million, reflecting a 19% decline year-over-year [9] Market Data and Key Metrics Changes - The international business is developing positively, with all centers now available in all markets, contributing to optimism for future growth [11] - The company is facing FX pressure, particularly in Australia and New Zealand, impacting the Marketing Services outlook [10][80] Company Strategy and Development Direction - The company is focusing on its SaaS business, aiming for it to become the predominant revenue stream, with expectations of approaching 40% of total revenue next year [59] - A new commission structure for the Marketing Services sales force is being implemented to drive higher productivity and growth in the SaaS business [10][80] - The introduction of the Marketing Center is expected to enhance customer engagement and facilitate upselling opportunities [28][81] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term growth prospects of the SaaS business, anticipating revenue growth acceleration and margin expansion [12][24] - The macroeconomic environment remains challenging, but management believes there will be an acceleration in SaaS growth due to the full platform being sold in all markets [16][77] Other Important Information - The company has made $105 million in year-to-date term loan debt repayments in 2023, indicating a commitment to strengthening the balance sheet [9] - Approximately 8.3 million warrants expired unexercised, with minimal dilution and $15.8 million generated for debt paydown [26] Q&A Session Summary Question: What contributed to the strong net new customer additions in the SaaS business this quarter? - Management noted that the Marketing Center's closer alignment with customer needs has driven traction, and many new customers signed up at lower introductory prices, which is expected to improve ARPU over time [14] Question: Can you elaborate on the FX pressure affecting Marketing Services? - The FX pressure primarily relates to operations in Australia and New Zealand, and the company is restructuring its sales force to enhance productivity [15][80] Question: What is the outlook for Marketing Services EBITDA in 2024? - Management indicated that while there may be a slight recovery in Marketing Services due to more books being published, the focus will remain on growing the SaaS business [53][80] Question: How does the Command Center fit into the overall strategy? - The Command Center is still in beta, and while it has generated user interest, significant revenue is not expected until later periods as the company focuses on delivering value first [36][69] Question: What is the potential for further adoption of the Marketing Center within existing customers? - Management is optimistic about the potential for deeper penetration within the existing customer base, with nearly 400,000 customers and significant room for growth [39][81]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-35895 THRYV HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 13-2740040 (State or ...

thryv Exhibit 99.2 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," "eximates," "expects," targets," ta ...