Thryv Holdings, Inc. 10-Q Summary: Q2 2026
Business Context and Reporting Period
This report covers the quarterly period ended June 30, 2026. Thryv Holdings, Inc. operates as a software-led platform company serving small and medium-sized businesses (SMBs) through two segments: SaaS (Thryv Platform, Keap) and Marketing Services (Print and Digital). The company is executing a strategic transition to exit Marketing Services by the end of 2028, converting clients to its SaaS platform.
Key Financial Metrics
| Metric | Q2 2026 (3 Months) | Q2 2025 (3 Months) | YTD 2026 (6 Months) | YTD 2025 (6 Months) |
|---|---|---|---|---|
| Revenue | $150.7 million | $210.5 million | $318.4 million | $391.8 million |
| Net (Loss) Income | $(16.7) million | $13.9 million | $(12.1) million | $4.3 million |
| Operating (Loss) Income | $(1.1) million | $29.5 million | $2.9 million | $26.5 million |
| Adjusted EBITDA | $20.8 million | $51.2 million | $44.9 million | $72.1 million |
| Gross Margin | 62.7% | 69.7% | 64.0% | 67.9% |
| Cash from Operations | N/A | N/A | $27.4 million | $19.1 million |
| Total Debt (Net) | $243.7 million (as of June 30, 2026) | |||
| Cash & Equivalents | $9.1 million (as of June 30, 2026) |
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased 28.4% year-over-year in Q2 2026. This was driven by a 62.0% drop in Marketing Services revenue ($36.2M vs $95.5M) due to the secular decline of print media and strategic conversion of digital clients to SaaS. SaaS revenue remained relatively flat, down 0.5% ($114.5M vs $115.0M).
- Profitability Shift: The company reported a net loss of $16.7 million in Q2 2026 compared to net income of $13.9 million in Q2 2025. Operating income turned negative ($1.1M loss) from a $29.5M profit.
- Restructuring Costs: The company initiated restructuring activities in Q2 2026, incurring approximately $3.1 million in severance and related costs, with an estimated total of $17.0M to $22.0M expected through 2027.
- Client Base: Total clients decreased 18% to 215,000. Marketing Services clients dropped 20%, while SaaS clients decreased 10% as the strategy shifted from new acquisition to expanding spend with existing clients.
- Segment Margins: SaaS gross margin decreased to 63.5% (from 72.1%) due to the conversion of lower-margin digital marketing clients to the SaaS platform at no additional base cost.
Guidance, Outlook, and Risks
- Strategic Transition: Management continues to accelerate the conversion of Digital Marketing Services clients to the Thryv Platform. Approximately 11,000 clients were converted in the trailing twelve months, contributing $5.0M to SaaS revenue in Q2 2026.
- Liquidity: The company maintains a Term Loan ($236.3M outstanding) and an Asset-Based Lending (ABL) Facility ($14.1M outstanding). As of June 30, 2026, excess availability under the ABL was $23.0M, with approximately $14.5M available for borrowing after minimum requirements.
- Tax Contingency: The company received IRS notices of tax due for years 2012-2015. Approximately $28.6M previously classified as uncertain tax benefits was reclassified to income taxes payable. A 60-month payment plan is expected to commence in August 2026.
- SEC Investigation: The company is cooperating with an SEC fact-finding inquiry regarding the strategic conversion of clients from Digital marketing services to SaaS solutions.
- Goodwill Assessment: A quantitative goodwill impairment test was performed in Q1 2026 due to stock price declines. The fair value of the SaaS reporting unit exceeded its carrying value by 25%, resulting in no impairment charge.
Investor Verification Checklist
- Client Churn Rates: Verify the churn rate of clients converted from Digital Marketing Services to SaaS compared to organic SaaS clients to assess the sustainability of the transition strategy.
- Tax Liability Resolution: Monitor the status of the IRS payment plan and any potential additional assessments related to the 2012-2015 tax years.
- Debt Covenant Compliance: Confirm continued compliance with the Total Net Leverage Ratio (max 3.0x) and Minimum SaaS Revenue covenants under the Term Loan.
- Restructuring Execution: Track the actual costs incurred against the estimated $17.0M-$22.0M range for the restructuring initiative through 2027.
- SaaS Revenue Quality: Analyze the composition of SaaS revenue growth to distinguish between new sales, expansion, and revenue shifted from Marketing Services.