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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:

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.


Exhibit Number			Description


99.1			Press release, dated February 27, 2025, issued by Thryv Holdings, Inc.
99.2			Investor Presentation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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


	THRYV HOLDINGS, INC.

Date: February 27, 2025	By:	/s/ Paul D. Rouse
	Name: Paul D. Rouse
	Title: Chief Financial Officer, Executive Vice President and Treasurer

EX-99.1 2 exhibit991-pressreleaseq42.htm EX-99.1 Document


						Exhibit 99.1

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:


	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 

###

EX-99.2 3 exhibit992-q42024investo.htm EX-99.2 exhibit992-q42024investo

Exhibit 99.2

11 *Thryv Workforce Center - Coming Soon. *

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.

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.