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Acquisition and divestiture | 3 Months Ended
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Mar. 31, 2022
Business Combinations [Abstract] |
Acquisition and divestiture | Acquisition – On June 1, 2021, we acquired all of the equity of First American Payment Systems, L.P. (First American). Further information regarding this acquisition, including the preliminary allocation of the purchase price, can be found under the caption "Note 6: Acquisitions" in the Notes to Consolidated Financial Statements appearing in the 2021 Form 10-K. We expect to finalize the purchase price allocation in the second quarter of 2022, when we complete the tax returns for the pre-acquisition period. Our results of operations for the quarter ended March 31, 2022 included revenue of $83,284 and net loss of $510 from the operations of First American, including restructuring and integration costs of $2,222 related primarily to real estate rationalization. Our results of operations for the quarter ended March 31, 2021 included related acquisition transaction costs of $2,765, which are included in selling, general and administrative expense in the consolidated statement of comprehensive income. Revised pro forma financial information – During the first quarter of 2022, we identified errors in the previously reported pro forma results of operations related to the First American acquisition. These errors related to the amount of historical First American revenue and net income (loss) included for the pre-acquisition periods, as well as errors in the adjustments related to the amortization of acquired intangibles, interest expense on the acquisition financing and transaction costs. For the quarter and six months ended June 30, 2021 and the nine months ended September 30, 2021, these corrections decreased pro forma revenue by $27,595 from the amounts previously reported. For the years ended December 31, 2021 and 2020, these corrections decreased pro forma revenue by $26,335 and $3,027, respectively, from the amounts previously reported. The corrections adjusted pro forma net income (loss) attributable to Deluxe as follows from the amounts previously reported:
(in thousands) |  | Increase in pro forma net income (loss) attributable to Deluxe
Quarter ended June 30, 2021 |  | $ | 7,636 |
Six Months ended June 30, 2021 |  | 5,911 |
Quarter ended September 30, 2021 |  | 2,231 |
Nine Months ended September 30, 2021 |  | 8,142 |
Year Ended December 31, 2021 |  | 10,138 |
Year Ended December 31, 2020 |  | (9,082) |
The following unaudited pro forma financial information summarizes our consolidated results of operations as though the acquisition occurred on January 1, 2020:
|  |  |  |  | As Revised
(in thousands) |  |  | Quarter Ended March 31, 2021 |  | Quarter Ended June 30, 2021 |  | Six Months Ended June 30, 2021 |  | Quarter Ended Sept. 30, 2021(1) |  | Nine Months Ended Sept. 30, 2021 |  | Year Ended December 31, 2021 |  | Year Ended December 31, 2020
Revenue |  |  | $ | 518,104 |  |  | $ | 535,493 |  |  | $ | 1,053,597 |  |  | $ | 532,141 |  |  | $ | 1,585,738 |  |  | $ | 2,156,313 |  |  | $ | 2,079,103 |
Net income (loss) attributable to Deluxe |  |  | 19,044 |  |  | 24,579 |  |  | 43,623 |  |  | 14,695 |  |  | 58,318 |  |  | 74,843 |  |  | (54,489) |
(1) Only net income attributable to Deluxe was revised for the quarter ended September 30, 2021. The unaudited pro forma financial information was prepared in accordance with our accounting policies, which can be found under the caption "Note 1: Significant Accounting Policies" in the Notes to Consolidated Financial Statements appearing in the 2021 Form 10-K. The pro forma information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from January 1, 2020. The pro forma information also includes adjustments to reflect the additional interest expense on the debt we issued to fund the acquisition, and the acquisition transaction costs we incurred during 2021 are reflected in the 2020 pro forma results. This pro forma financial information is for informational purposes only. It does not reflect the integration of the businesses or any synergies that may result from the acquisition. As such, it is not indicative of the results of operations that would have been achieved had the acquisition been consummated on January 1, 2020. In addition, the pro forma amounts are not indicative of future operating results. Divestiture – In May 2022, we completed the sale of our Australian web hosting business for cash proceeds of $20,000. We determined that the sale of this business would give us more flexibility to further refine our offerings in the North American market, allowing us to better manage our portfolio of businesses and to maximize our cross-sell capabilities. This business generated annual revenue in our Cloud Solutions segment of $23,766 for 2021. We anticipate that we will recognize a gain on the sale of this business in the second quarter of 2022. The assets and liabilities of the business were classified as held for sale in the consolidated balance sheet as of March 31, 2022 within other current assets, other non-current assets and accrued liabilities. The amounts of these assets and liabilities were not significant to our consolidated balance sheet.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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