Thryv Holdings, Inc.

Current report

We have recorded impairment charges in the past and may record impairment charges in the future.

Current report

We are required, at least annually, or as facts and circumstances warrant, to test goodwill to determine if impairment has occurred. We are also required to test certain other assets for impairment as facts and circumstances warrant. Impairment may result from any number of factors, including sustained declines in the Company's market capitalization, adverse changes in assumptions used for valuation purposes, such as sales, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data or other factors. If the testing indicates that impairment has occurred, we are required to record a non-cash impairment charge.

Current report

During the third quarter of 2026, the Company determined that a triggering event occurred as a result of sustained declines in the Company's market capitalization due to decreases in its stock price and revisions to the Company's expected timing of forecasted revenues since the Company's last quantitative assessment as of March 1, 2026. As a result, the Company performed a quantitative goodwill impairment test of the SaaS reporting unit as of September 1, 2026. Based on the results of the September 1, 2026 quantitative analysis, the carrying amount of the SaaS reporting unit exceeded its fair value by $94.8 million. During the three months ended September 30, 2026, the Company recorded a non-cash impairment charge of $94.8 million to write down the carrying amount of the SaaS reporting unit to its fair value.

Current report

The amount of borrowings permitted under our ABL Facility may fluctuate and the ABL Facility is expected to terminate upon completion of the Print Transaction, which may adversely affect our liquidity, results of operations and financial position.

Current report

The amount of borrowings permitted at any time under our ABL Facility is limited to a periodic borrowing base valuation of, among other things, our accounts receivables. In addition, we are required to maintain a minimum “Excess Availability” (as defined in the ABL Credit Agreement) of at least $8.5 million at all times. Furthermore, the assets comprising our borrowing base consist exclusively of assets associated with our Print Business, which has been classified as discontinued operations and is in secular decline.

Current report

Accordingly, prior to completion of the sale of our Print Business, availability under our ABL Facility may decline as the value of our borrowing base assets decreases. Upon completion of the sale, the assets supporting the borrowing base will be transferred and we expect the ABL Facility to be terminated. As a result, following completion of the transaction, the ABL Facility will no longer be available as a source of liquidity.

Current report

Our access to borrowings under the ABL Facility prior to its termination remains subject to fluctuations in the value of eligible borrowing base assets as of any measurement date. Any reduction in availability under the ABL Facility prior to completion of the transaction, and the loss of the ABL Facility as a source of liquidity following completion of the transaction, could reduce our financial flexibility and may adversely affect our liquidity, results of operations and financial position.

Current report

If we are unable to complete the Print Transaction on the anticipated terms or timeline, our business, financial condition, liquidity and results of operations could be materially adversely affected.

Current report

On September 12, 2026, we entered into an asset purchase agreement for the sale of our Print Business for a cash purchase price of $142.0 million, subject to certain purchase price adjustments. The purchase price adjustments include a revenue-based adjustment that reduces the purchase price based on the passage of time prior to completion of the Print Transaction. Accordingly, the purchase price may be reduced for each month that the closing is delayed. The Print Transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction or waiver of certain closing conditions. There can be no assurance that such conditions will be satisfied or waived or that the Print Transaction will be completed on the anticipated terms or timeline, or at all.

Current report

If the Print Transaction is delayed or is not completed, the purchase price may be reduced as a result of the revenue-based purchase price adjustment, and we may not realize the anticipated proceeds from the transaction when expected, or at all, and may remain responsible for the ongoing operations, costs, liabilities and capital requirements of the Print Business. We also expect to use the net proceeds from the Print Transaction to repay and terminate our ABL Facility, pay certain accrued tax liabilities and repay a portion of our Term Loan. Accordingly, a failure or significant delay in completing the Print Transaction could adversely affect our liquidity, our ability to reduce indebtedness, and our ability to execute our capital allocation and strategic plans. We may also incur transaction and separation costs without realizing the anticipated benefits of the transaction. These circumstances could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Current report

Our restructuring initiatives may not achieve the anticipated cost reductions or operational improvements, and their implementation may adversely affect our business.

Current report

We are implementing restructuring activities intended to reduce our cost structure and improve the efficiency of our continuing operations. Our current plan is intended to generate approximately $50.0 million to $55.0 million of gross annualized cost savings, which are expected to be realized in 2028.

Current report

Restructuring activities involve significant risks, including our ability to execute the planned actions on the anticipated timeline, accurately estimate and realize anticipated savings, retain key personnel, maintain appropriate operational capabilities and controls, and avoid disruption to our customers and employees. The implementation of these initiatives may also result in costs being greater than anticipated or require actions beyond those currently contemplated. If we do not successfully execute our restructuring initiatives, if the initiatives take longer or cost more to implement than anticipated, or if the resulting savings are offset by other increases in our costs, we may not achieve our targeted reductions in operating expenses or anticipated improvements in profitability and cash flows. Any of these outcomes could materially adversely affect our business, financial condition, results of operations and liquidity.

Current report

We may not realize the anticipated benefits of the Print Transaction, our restructuring activities or our other strategic initiatives.

Current report

We expect the Print Transaction and our related restructuring activities to allow us to reduce indebtedness, simplify our operations, reduce costs and focus our resources on our continuing business. Our ability to realize these anticipated benefits is subject to numerous risks and uncertainties. Achieving the expected benefits will depend on, among other things, our ability to complete the Print Transaction, execute our restructuring initiatives, appropriately align our cost structure with the continuing business, successfully separate the Print Business, and efficiently deploy our financial and operational resources following the transaction. The expected benefits may be delayed, may cost more to achieve than anticipated or may not be realized to the extent anticipated. In addition, actions taken to reduce costs could adversely affect our ability to support our operations, execute our growth strategy or retain employees. If we are unable to realize the anticipated benefits of these strategic actions, our profitability, cash flows, liquidity and ability to execute our business strategy could be materially adversely affected.

Current report

There is substantial doubt about our ability to continue as a going concern, and if we are unable to obtain a waiver or amendment of certain financial covenants under our Term Loan, we could experience an event of default and significant liquidity constraints.

Current report

In connection with the preparation of our condensed consolidated financial statements, management concluded that conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern for the one-year period following the date the financial statements are issued.

Current report

Following the completion of the Print Transaction, absent a waiver or amendment, the Company forecasts that it will not be in compliance with its "Total Net Leverage Ratio" financial covenant under our Term Loan as a result of the Company’s Consolidated EBITDA, as defined under the Term Loan, being recast to exclude the historical results of the Print Business, as well as limitations on the amount of restructuring costs that may be added back in calculating Consolidated EBITDA. Failure to comply with this covenant, absent a waiver or amendment, would constitute an event of default under the Term Loan and would permit the requisite lenders to declare the amounts outstanding under the Term Loan immediately due and payable. We do not currently forecast that we would have sufficient liquidity to repay the Term Loan in full if it were to become immediately due and payable during that period under the circumstances described above.

Current report

We are currently engaged in discussions with our lenders regarding a waiver or amendment of the applicable financial covenants. As of the date of this Quarterly Report, however, we have not obtained the necessary waiver or amendment, and there can be no assurance that we will be able to obtain such waiver or amendment on acceptable terms or at all. Accordingly, management's plans do not currently alleviate the substantial doubt regarding our ability to continue as a going concern.

Current report

If we are unable to obtain the necessary waiver or amendment, we could experience an event of default under the Term Loan. Such an event would permit the requisite lenders to accelerate our indebtedness. These circumstances could materially and adversely affect our business, financial condition, results of operations and cash flows and could adversely affect the value of our securities.

Current report

Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.