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Acquisitions | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions Thryv Australia Acquisition On March 1, 2021 (the “Acquisition Date”), Thryv Australia Holdings Pty Ltd (formerly Thryv Australia Pty Ltd) (“Buyer”), an Australian proprietary limited company and a direct wholly-owned subsidiary of Thryv International Holding LLC, a direct and wholly owned subsidiary of the Company, acquired all of the issued and outstanding equity interests of (i) Sunshine NewCo Pty Ltd, an Australian proprietary limited company, and its subsidiaries, and (ii) Sensis Holding Limited, a private limited company incorporated under the laws of England and Wales, and its subsidiaries (collectively, the “Thryv Australia Acquisition”). The Thryv Australia Acquisition expanded the Company's market share with a broader geographical footprint. Additionally, the Thryv Australia Acquisition provided the Company with a significant increase in clients. Thryv Australia is a provider of marketing solutions serving SMBs in Australia. Control was obtained by means of acquiring all the voting interests. In connection with the Thryv Australia Acquisition, the Company paid consideration of approximately $216.2 million in cash, subject to customary closing adjustments, financed by the New Term Loan (as defined in Note 11, Debt Obligations) that was entered into on the Acquisition Date. All acquisition-related costs, amounting t o $8.7 million, were expensed as incurred by the Company and no portion of these costs are included in consideration transferred. These costs were presented within General and administrative expense i n the Company's consolidated statements of operations and comprehensive income. Additionally, as part of funding the Thryv Australia Acquisition, the Company incurred debt issuance costs of $4.2 million related to the New Term Loan, of which $2.5 million was capitalized and is being amortized using the effective interest method. See Note 11, Debt Obligations. The Company accounted for the Thryv Australia Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets, intangible assets, and contract liabilities, by applying a combination of the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method. The fair values of fixed assets, intangible assets and other assets acquired and liabilities assumed, have been prepared on a preliminary basis with information currently available and are subject to change. Management is still reviewing the characteristics and assumptions related to Thryv Australia’s assets acquired and liabilities assumed. The preliminary purchase price allocation is expected to be finalized within 12 months after the Acquisition Date. The following table summarizes the consideration transferred and the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Acquisition Date:
(in thousands) |  |
Total cash consideration |  | $ | 216,164 |
Total purchase consideration, as allocated below: |  | $ | 216,164 |
Cash and cash equivalents |  | $ | 40,794 |
Accounts receivable |  | 72,404 |
Other assets |  | 34,962 |
Fixed assets and capitalized software |  | 18,856 |
Intangible assets: |  |
Client relationships (estimated useful life of 3.5 years) |  | 101,839 |
Trademarks (estimated useful life of 3.5 years) |  | 24,877 |
Accounts payable |  | (15,038) |
Accrued liabilities |  | (41,724) |
Contract liabilities |  | (27,075) |
Other current liabilities |  | (6,733) |
Deferred tax liabilities |  | (35,884) |
Other liabilities |  | (15,505) |
Total identifiable net assets |  | $ | 151,773 |
Goodwill |  | 64,392 |
Total net assets acquired |  | $ | 216,164 |
The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to goodwill. The recognized goodwill of $64.4 million was primarily related to the benefits expected from the Thryv Australia Acquisition and was allocated to the Thryv International segment. The goodwill recognized is not deductible for income tax purposes. As of December 31, 2021, the Company increased the purchase price by $1.2 million as a result of customary working capital adjustments, remeasured the fair value of the leases acquired and reclassified the presentation of certain assets and liabilities. The effect of these measurement period adjustments resulted in a $7.3 million decrease in goodwill as of the year ended December 31, 2021. The Thryv Australia Acquisition contributed $145.4 million in revenue and $27.3 million in net loss since the Acquisition Date. Pro Forma Results The pro forma combined financial information presented below was derived from historical financial records of Thryv and Thryv Australia and presents the operating results of the combined Company, as if the Thryv Australia Acquisition had occurred on January 1, 2020. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense and related tax effects. The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Thryv Australia Acquisition been completed as of January 1, 2020, nor is it meant to be indicative of future results of operations that the combined entity will achieve:
| Years Ended December 31,
(in thousands) (unaudited) | 2021 |  | 2020
Revenue | $ | 1,181,643 |  |  | $ | 1,299,258 |
Net income | 140,854 |  |  | 134,204 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: 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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