Thryv Holdings, Inc. · NASDAQ:THRY
Thryv — Merger or Acquisition (January 2021)
46 slides from Thryv's merger presentation, Jan 6, 2021
Slide 1: Investor Presentation January 2021
InvestorPresentation January 2021
Slide 2: Important Disclosures
Important Disclosures 2 This Presentation (the "Presentation") is being furnished with respect to a potential acquisition (the "Potential Transaction”) by Thryv Holdings, Inc. and its subsidiaries and/or affiliates (“Thryv” or the "Company") of Sensis Pty Limited and its subsidiaries. This Presentat
Slide 3: Management Team
Management Team 3 Joe WalshCEO and President Gordon HenryChief Strategy Officer Paul Rouse Chief Financial Officer KJ ChristopherAsst. VP - Investor Relations, Treasury & Tax
Slide 4: Agenda
4 Agenda Key Investment Highlights 2 3 Financial Overview 4 Appendix 5 Thryv Snapshot 1 Transaction Overview
Slide 5: Transaction Overview
5 Transaction Overview 1
Slide 6: Transaction Overview
Transaction Overview 6 Thryv Holdings, Inc., NASDAQ: THRY, (“Thryv” or the “Company”) is in discussions to acquire Sensis Pty Ltd, a leading Australian print and digital marketing services company (“Sensis” or the “Target”), for a purchase consideration of AU$ 260 million (Approx. US$ 195 million)1T
Slide 7: Thryv Snapshot
7 Thryv Snapshot 2
Slide 8: Thryv – Leading SMB Marketing Solutions Provider
Thryv – Leading SMB Marketing Solutions Provider 8 Leading provider of local small and medium business (“SMB”) marketing services and management softwareThe Company’s solutions include:Marketing Services: lead generation tools comprising branded print yellow pages, digital directories and a portfoli
Slide 9: A Strong History Of Value Creation 2018 – Present
2018 – Present A Strong History Of Value Creation 9 Merger formed one of the largest local marketing solutions companies.Geographic focus on the Northeast, Midwest, Mountain and West regions. Current management joined Dex Media.Strategic focus on controlling variable costs and building digital marke
Slide 10: Full Suite Of Marketing Solutions Today
Full Suite Of Marketing Solutions Today 10 Note: LTM ending Q3 2020 net revenue and client counts. Clients may purchase multiple products and therefore be counted multiple times Marketing Services SaaS ;/ Revenue: $127mm (11% of total)Clients: 44k Add-Ons Small business management software platform
Slide 11: Sustained Demand For Yellow Pages
Sustained Demand For Yellow Pages 11 1,786 active directories50+ million in total distribution190 pages on average per directory285k print clients3.8bn references, representing over 90% of industry total Only national branded print directory provider in USOfficially branded with telecommunication pr
Slide 12: Las Vegas Case Study: Who Uses The Print Yellow Pages?
Las Vegas Case Study Who Uses The Print Yellow Pages? 12 55+ age demographicSuburban and more rural areasSingle-family homeownersMotivated buyer / requires immediate services Typical Users Source: 2018 LSA Local Media Tracking Study, National Results, Dec. 2018An index of 100 respondents represents
Slide 13: Yellow Pages are Highly Relevant to Service Businesses
Yellow Pages are Highly Relevant to Service BusinessesCater to consumers who are ready to spend money on a service Delivers coverage and purchase-ready audience at reasonable a priceStrong marketing strategy should include Print Yellow PagesOf those who reference an ad in the Print Yellow Pages and
Slide 14: Internet Yellow Pages (IYP) Overview
Internet Yellow Pages (IYP) Overview 14 Clients OverviewOwns and operates three branded web and mobile properties (dexknows.com, superpages.com, and yp.com)Generates revenue by charging SMBs for advertisements and priority placements~35 million monthly visitsVast majority of visitors are accessed th
Slide 15: How Does IYP Generate Value For SMBs?
Organic Search Traffic How Does IYP Generate Value For SMBs? 15 SEM Spend (TAC 1) ESS Ad Spend (TAC) SEM Driven IYP Traffic Organic Traffic Purchased Traffic Leads Marketplace Leads from ESS Spend Leads From YP.com Leads Leads TAC: Traffic Acquisition Costs Enhanced Visibility On Major Search Engine
Slide 16: SaaS Product Overview
SaaS Product Overview 16 Fast Growing Local Business Management SoftwareThryv is an End-to-End Client Experience Platform
Slide 17: Thryv vs. Competitors SaaS
Thryv vs. CompetitorsSaaS 17 We believe Thryv is the most comprehensive solution on the market and is tailored to work effectively for a diverse set of industry verticals. Flexible technology stack leveraging proprietary code and best-of-breed 3rd party vendors
Slide 18: Thryv Is The Category Leader Of An Early Stage Market
Thryv Is The Category Leader Of An Early Stage But Rapidly Developing Market 18 Add-ons range from $99 to $10,000+ Note: Average pricing shown
Slide 19: COVID-19 Business Impact
COVID-19 Business Impact 19 Financial Industry Current Situation Small business America will see impactsContinue to position Thryv as trusted SMB partnerGrants issued via our Thryv Foundation Marketing Services holding steady Print insulated by LT contractsSaaS sales accelerating during pandemic Ant
Slide 20: Key Investment Highlights
20 Key Investment Highlights 3
Slide 21: Key Investment Highlights
21 Key Investment Highlights High Growth & Profitable Proprietary SaaS Platform Predictable Print Industry With Significant Runway Despite Headwinds Strong Free Cash Flow Generation With History Of Deleveraging Attractive Accretive Acquisition Flexible Cost Structure Supports Sustainable Margins Exp
Slide 22: Predictable Print Industry With Significant Runway Despite Headwinds
22 Local sales canvass generally close 60 to 90 days prior to publicationCanvass lengths run from a few weeks up to multiple monthsSales cycle 12−15 monthsProvide protection in economic downturn Percent of Expected Print Revenue Under Contract for Calendar Year 2021 Note: As of November 2020 Predict
Slide 23: Revenue & Cost Per Printed Copy
23 Even as revenue per copy declines beyond 2019, cost per copy is expected to remain relatively stableHighly variable cost structure ~87% variable margin per copy printedProvides a long runway of highly profitable print operationsProfitability preserved as distribution scope is narrowedManagement h
Slide 24: Flexible Cost Structure With Sustainable Margins
24 Flexible Cost Structure With Sustainable Margins Not adjusted for ASC 606Pro forma for YP acquisition that occurred on June 30, 2017Note: For non-GAAP reconciliation please see AppendixSource: Public Filings, Moody’s Credit Reports, S&P Credit Reports 46.8% 39.9% Thryv has a highly variable cost
Slide 25: Resilient Cash Flows Amidst Global Pandemic
25 Resilient Cash Flows Amidst Global Pandemic Despite the economic shutdown and uncertainty caused by COVID-19, monthly free cash flow remained strong as a result of the geographic and industry diversity of the Company’s customer base and highly variable cost structureConsistent cash flow generatio
Slide 26: Realization of steady growth in quarterly SaaS billings
26 Realization of steady growth in quarterly SaaS billings Note: Actual billings from Q1 2016 to Q3 2020 Quarterly Billings ($MM) (FY2016 – FY2020) Market migration towards cloud servicesEstablished customer base that we believe is ripe for upsellingOnly ~10% of legacy customers have converted thus
Slide 27: Mix shift towards upmarket SaaS clients
27 3 Mix shift towards upmarket SaaS clients driving higher engagement and lower churn High Growth & Profitable Proprietary SaaS Services
Slide 28: Thryv has achieved comparable scale to established competitors
28 3 Despite its recent launch, Thryv has achieved comparable scale to more established and higher profile competitors. Note (a): Thryv clients presented as of Q2 2020Note (b): Peer information is based on publicly available informationNote (c): Horizontal axis reflects years since launch; vertical
Slide 29: Strong Free Cash Flow Generation
29 Significant free cash flow generation provides company with the flexibility to prudently manage businessCapital structure managed through emphasis on use of free cash flow towards debt repaymentSince 2017, the company has generated cumulative free cash flow of $1.2 billion through Q3’20Free Cash
Slide 30: Thryv has repaid ~$1 billion of debt since 2016
30 Thryv has repaid ~$1 billion of debt since 2016 Note: Net Leverage as defined in the Thryv Inc. Credit Agreement 4 Stock buyback YP Acquisition ($453) ($411) Debt Payments Strong Free Cash Flow Generation With History Of Deleveraging Thryv has a history of responsibly using its excess balance she
Slide 31: Attractive Accretive Acquisition: Sensis Overview
31 Annual Net RevenueAU$ 343 million (US$ 247 million) for fiscal year ended June 2020Adjusted EBITDAAU$ 161 million (US$ 116 million); margin 47% for fiscal year ended June 2020 (AU$ 162 million or US$ 107 million2 for LTM ended September 30, 2020) Sensis is a leading provider of digital and print
Slide 32: Sensis Revenue by Division and Products
32 Source: FY June 2020 Financial Reports.Gross revenue (before deducting customer credits)Net of Yellow Pages and White Pages Claims Products & Services:Approx. 6.4 million print directories in circulation into ~60% of Australian householdsDigital directory platforms with approx. 6 million unique v
Slide 33: Sensis Transaction Rationale
33 Expands Thryv InternationallyProvides access to market of 130k SMBsLess highly-penetrated market than U.S. Simple IntegrationSensis is already a well-run asset with mid 40’s% marginsEnglish-speaking countryAustralian business is substantially similar to Thryv’s Marketing Services business Favorab
Slide 34: Experienced Management Team With Proven Track Record
34 Transformed Yellowbook (now Hibu) from a small telephone directory publisher to nation’s premier provider of SMB solutions Grew revenue from $38 million to $2 billionLed sale of Yellowbook to BT in 1999 for $665 millionLed turn around of Cambium, an educational technology company, increasing shar
Slide 35: Financial Overview
35 Financial Overview 4
Slide 36: Historical Financials − Marketing Services Net Revenue
Thryv Historical Financials − Marketing Services Net RevenueAll Data In US$ In Millions 36 Marketing Services segment declining due to industry headwinds in Print and increased competition in DigitalPrint remains strong within target demographicIYP is a highly profitable and unique digital asset, wh
Slide 37: Historical Financials − SaaS Net Revenue
Thryv Historical Financials − SaaS Net RevenueAll Data In US$ In Millions 37 SaaS segment growing rapidly due to industry tailwinds and product innovationRecurring revenue stream with increasing penetration of an underpenetrated TAMSome fluctuation in 2019 driven by strategic move to introduce lower
Slide 38: Historical Financials − Adjusted EBITDA
Thryv Historical Financials − Adjusted EBITDA 1All Data In US$ In Millions 38 Print and IYP business’s high, sustained Adjusted EBITDA margins, driven through variable cost structure of the businessSaaS business benefits from a combination of shifted focus to uptier clients and scaling of operations
Slide 39: Sensis Financial Overview
46.8% Sensis Financial Overview 39 Net Revenue Revenue trends in-line with industry, with White Pages outperforming Print Yellow PagesHigher Adjusted EBITDA margins in-line with industry trendsLow capital expenditure supports significant free cash flow generation Note: FYE June 30. Net Revenues incl
Slide 40: Appendix
40 Appendix 5
Slide 41: Thryv Adjusted EBITDA Reconciliation
Thryv Adjusted EBITDA ReconciliationAll Data In US$ In Millions 41 Not adjusted for ASC 606Pro forma for YP acquisition that occurred on June 30, 2017
Slide 42: Thryv Key Credit Summary
Thryv Key Credit SummaryAll Data In US$ In Millions 42 Not adjusted for ASC 606Includes pro forma impact of YP acquisition that occurred on June 30, 2017Adj. EBITDA as a % of total net revenue
Slide 43: Sensis Adjusted EBITDA Reconciliation
Sensis Adjusted EBITDA ReconciliationAll Data In US$ In Millions 43 Note: Financials converted to USD based on historical exchange ratesSource: PwC QoE and Due Diligence Report as of December 21, 2020; Sensis Audited Financial Statements; Sensis Management
Slide 44: Sensis Key Credit Summary
Sensis Key Credit SummaryAll Data In US$ In Millions 44 Note: Financials converted to USD based on historical exchange ratesSource: PwC QoE and Due Diligence Report as of December 21, 2020; Sensis Audited Financial Statements; Sensis Management
Slide 45: Quarterly Billings vs. Reported Revenue
45 Quarterly Billings vs. Reported Revenue
Slide 46: Organizational Structure
Organizational Structure 46 Note: Pro forma for Sensis acquisition Thryv, Inc.(Delaware) Thryv International Holding, LLC (Delaware) Thryv Holdings, Inc. (Delaware)(NASDAQ: THRY) Thryv Small Business Foundation(Delaware) Thryv Australia Pty Ltd (Australia) Thryv Parabolica Limited (Malta) 81.66% 18.
Thryv Holdings — Merger or Acquisition (January 2021) on 6ix