Day91 Brief — Issue 003

A · read — Filing opened and read. Both figures are in the same document.

FACT. Thryv's Q2 2026 10-Q discloses, in Note 1, that a periodic review indicated the benefit period for SaaS commissions had lengthened "due to an increase in the average SaaS customer life." Effective 1 January 2026 the company extended the amortisation period for costs to obtain a contract from eighteen months to thirty-six months. The effect for the three and six months ended 30 June 2026 was to reduce amortisation of deferred commissions by $2.4 million and $4.5 million, reducing net loss by the same amounts and reducing basic and diluted loss per share by $0.05 and $0.10. Elsewhere in the same filing, Seasoned Net Revenue Retention — clients at least two years on the platform — is disclosed at 90%, down from 102%.

READ. An accounting estimate justified by customers lasting longer, sitting in the same document that discloses the two-year cohort retaining twelve points less revenue than a year ago. Both can technically be true — customer life measures how long an account stays, retention measures what it spends — but they point in opposite directions, and only one of them flows through the income statement. Without the change, the reported half-year loss would have been roughly $16.6 million rather than $12.1 million.

SO WHAT. This is the single most checkable thing in the quarter, and it took reading Note 1 rather than the press release. If you capitalise sales commissions, the amortisation period is a lever your auditors will accept a narrative for. Ask what your own assumption is, when it last changed, and whether the retention data in the same board pack supports it.

→ Thryv 10-Q, Q2 2026 — Note 1, Costs to Obtain a Contract → EDGAR — all Thryv filings

A · read — Gross margin computed from the filing's own line items. ARPU and NRR as disclosed.

FACT. SaaS monthly ARPU was $394, against $352 a year earlier. Seasoned Net Revenue Retention fell to 90% from 102%. Revenue was $150.728 million against $210.470 million, with gross profit of $94.560 million against $146.620 million — a gross margin of 62.7%, down from 69.7%. Net result swung to a $16.660 million loss from $13.931 million of net income. Client count fell to roughly 215,000 from 261,000.

READ. ARPU up and retention down, disclosed together, is not expansion — it is a shrinking cohort paying more per head. The margin move says the revenue arriving now costs more to serve than the revenue it replaced.

SO WHAT. If you are pushing a list-price increase into a soft renewal book this quarter, put ARPU and seasoned retention on the same slide, not consecutive ones. Either number alone reads fine. The pair is the signal.

→ Thryv 10-Q, Q2 2026 — statements of operations

A · read — Balance sheet and Notes 4 and 7, read directly.

FACT. Cash and equivalents stood at $9.136 million against total debt obligations of $243.731 million — a $236.25 million Term Loan at SOFR plus 6.75%, maturing May 2029, with $35.0 million of mandatory amortisation due in the next twelve months, plus $14.057 million drawn on the ABL. Available borrowing capacity after the $8.5 million minimum excess-availability covenant was approximately $14.5 million. A Q1 2026 goodwill triggering event, caused by sustained declines in market capitalisation, forced a quantitative test; the SaaS reporting unit's fair value exceeded its carrying value by 25%. RSUs granted in the period carried a weighted-average grant-date fair value of $5.56, against $16.03 for the December 2025 balance.

READ. Thirty-five million of amortisation due against nine million of cash and fourteen and a half million of headroom means the next twelve months run through operating cash flow with very little slack. A 25% goodwill cushion is not a failed test, but it is thin enough that another leg down in the share price puts the question back on the table.

SO WHAT. When you are evaluating a vendor's five-year roadmap, read the debt note before the product note. Mandatory amortisation against available liquidity tells you what their next twelve months are actually about.

→ Thryv 10-Q, Q2 2026 — Notes 4 and 7

B · unpulled — Company-reported quarterly results. Confirm against the 10-Q.

FACT. FiscalNote reported second quarter revenue of $19.6 million. ARR declined roughly 13% year over year. Quarterly net revenue retention recovered to 98% from 89% in the first quarter, while trailing-twelve-month NRR sat at 81%.

READ. Quarterly NRR recovering while the trailing number sits at 81% means the churn is behind them and the base is materially smaller. The recovery is real; it is a recovery on less.

SO WHAT. The read for anyone selling information as a broad platform subscription: the subscription decays when it is sold as access to everything. It holds when it is sold as coverage of one question the buyer is accountable for. Check which one your renewal deck is describing.

→ EDGAR — FiscalNote 10-Q → EDGAR — FiscalNote 8-K results

C · no document — Index levels from a third-party publisher. Cite the index owner directly, not a summariser.

FACT. The SaaS Capital Index peaked at 16.9x ARR in 2021 and entered 2025 near 7x. It fell to a decade-plus low around 3.2x ARR by mid-2026 as the market priced in AI substituting for per-seat software, then recovered to roughly 3.8x in late July. Private lower-middle-market medians held near 4.5x ARR through the same period.

READ. That is an inversion, not a spread. Public markets reprice daily on a narrative; private deals are negotiated on cash flows six to twelve months behind. For most of software's history the discount ran the other way.

SO WHAT. If you are a private company benchmarking against public comps, you are currently benchmarking down. If you are a sponsor, the arbitrage is the entire explanation for signal 1.

→ SaaS Capital Index — publisher → Corrections log — open item on this entry

A · read — Filing opened and read.

FACT. Core Scientific closed its acquisition of Polaris DS on 13 August 2026. The 8-K discloses an aggregate purchase price of approximately $444.3 million in cash, subject to customary post-closing adjustments, plus up to $40 million more if an additional 40 megawatts of firm electric capacity becomes available before 31 December 2026. A portion was held back in escrow against the seller's indemnification obligations.

READ. The contingent $40 million is tied to a physical, verifiable, third-party-controlled milestone with a hard date. Not a revenue target, not an integration milestone, not anything the buyer controls the measurement of.

SO WHAT. Most SaaS earnouts are written against ARR or bookings, both of which the acquirer controls post-close and both of which produce disputes. If you are negotiating one, the structure to argue for is the one whose trigger neither party can move.

→ Core Scientific 8-K (13 Aug 2026)

A · read — Filing opened. Item detail still to be read in full.

FACT. Upland Software filed a Form 8-K dated 14 August 2026, executed by an interim Chief Financial Officer.

READ. Upland is an acquisition-assembled software platform. An interim finance chief signing a current report is a governance state, not an accounting one — but it is the state a company is in when integration accounting, debt covenants or a strategic process are being reworked.

SO WHAT. For anyone tracking rollup consolidators as acquirers or as competitors, this is a watch flag rather than a conclusion. Read the item, then check whether the next 10-Q restates any segment.

→ Upland Software 8-K (14 Aug 2026)

C · no document — Deal reported, terms undisclosed, no US filing located.

FACT. Asana completed an acquisition of AI workflow company StackAI on 31 July 2026, terms undisclosed. On 30 July, Thoma Bravo took a majority stake in French occupational-health software provider padoa through its European fund, value undisclosed.

READ. Undisclosed terms in a completed acquisition usually means the consideration fell below the acquirer's materiality threshold for Item 2.01 disclosure. That is information: it puts a ceiling on the price even when the price is withheld.

SO WHAT. When a public acquirer buys and says nothing about price, you can bound it from their own disclosure thresholds rather than guessing. Read the acquirer's stated significance test in its last 10-K, not the press release.

→ EDGAR — Asana 8-K

B · unpulled — Closed transaction. Pull the merger 8-K and final proxy for terms.

FACT. Thoma Bravo's $1.4 billion all-cash acquisition of PROS Holdings closed in March 2026. PROS sells pricing and revenue-management software.

READ. A sponsor buying the vendor that sells pricing optimisation, in the same year the entire industry is rewriting how it prices, is a statement about the category rather than about the asset.

SO WHAT. If you evaluated PROS or a competitor in the last eighteen months, the roadmap you were sold is now subject to a sponsor's return timetable. Ask for the post-close product commitment in writing at renewal.

→ EDGAR — PROS Holdings filings

C · no document — Analyst commentary. Included as a watchlist, not as a valuation.

FACT. Following the Workday report, KeyBanc named GitLab, UiPath, PTC and Procore as likely candidates within its coverage, with Adobe and HubSpot from its large-cap coverage. The same note benchmarked EV/FCF across the group: Atlassian at 21x, ServiceNow 19x, SAP 18x, Salesforce 13.5x, Intuit 12.5x, HubSpot 11x, Adobe 10x. Truist separately characterised 2026 software M&A as having been quiet.

READ. None of this is a document and none of it is a forecast worth acting on. It is useful for one thing only: it tells you which names a room full of buy-side analysts will be running screens against next week.

SO WHAT. Add the six names to your competitor watchlist now rather than after a deal prints. If one of your vendors is on it, your renewal in six months is a different conversation than the one you planned.

→ EDGAR full-text — merger agreements, last 30 days → Build this as a watchlist

Every claim above carries the state of its own sourcing. If a link is wrong or a number is misread, reply and it is corrected in the next issue, stated plainly and logged publicly.

Day91 · AI document intelligence. Agent-drafted, human-approved, source-linked. — day91.club