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Acquisitions | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions Keap Acquisition On October 31, 2024, Thryv, Inc. acquired all of the outstanding capital stock of Keap for $76.9 million in cash (net of $7.6 million of cash acquired), subject to adjustment (the “Keap Acquisition”). The assets acquired as part of these transactions consisted primarily of $3.0 million in current assets, $8.1 million in fixed assets and capitalized software, $33.3 million in intangible assets, consisting primarily of customer relationships and a trade name, along with $11.1 million in deferred tax assets and $34.4 million in goodwill. The Company also assumed liabilities of $17.8 million, consisting primarily of accrued, contract, and deferred liabilities. The primary purpose of the Keap Acquisition was to further increase Thryv's market share within the SaaS industry. Keap was founded in 2001 and operates a SaaS e-mail marketing and sales platform for small businesses, including products to manage customers, customer relationship management, marketing and e-commerce. To finance the purchase price, the Company closed an underwritten public offering of 5,715,000 shares of common stock, generating net proceeds of $76.8 million (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its New ABL Facility. Transaction costs expensed as part of the acquisition related costs were recognized in the amount of $3.4 million. The Company accounted for the Keap 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 and intangible assets, by applying 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 the trade name was valued using a relief of royalty method and assumptions related to Keap’s assets acquired and liabilities assumed. The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation. Specific to non-compete agreements, these agreements were valued using a “with and without” analysis, whereby estimates of the non-compete agreements in place were compared to the value without them, with the difference representing the value of the non-compete agreements themselves. The preliminary purchase price allocation is expected to be finalized within 12 months after the Keap Acquisition Date. Factors that led to goodwill being recognized, per ASC 805, included expected synergies from combining operations of Keap and Thryv within the SaaS segment. 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 Keap Acquisition Date:
(in thousands) |  |
Current assets |  | $ | 3,024 |
Fixed assets and capitalized software |  | 8,149 |
Intangible assets: |  |
Client relationships |  | 27,300 |
Trademarks and domain names |  | 5,700 |
Covenants not to compete |  | 300 |
Deferred tax assets |  | 11,130 |
Other assets |  | 4,730 |
Current liabilities |  | (15,280) |
Other liabilities |  | (2,600) |
Goodwill |  | 34,434 |
Fair value allocated to net assets acquired |  | $ | 76,887 |
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 $34.4 million was primarily related to the benefits expected from the Keap Acquisition and was allocated to the SaaS segment. The goodwill recognized is not deductible for income tax purposes. The Keap Acquisition contributed $13.4 million in revenue and $5.3 million in net loss since the Keap Acquisition Date. Pro Forma Results (unaudited) The pro forma combined financial information presented below was derived from historical financial records of Thryv and Keap and presents the operating results of the combined Company, as if the Keap Acquisition had occurred on January 1, 2023. The pro forma data gives effect to historical operating results with adjustments to interest expense, transaction costs, amortization and depreciation expense and related tax effects. The pro forma adjustments primarily consist of $3.4 million of transaction costs and $4.2 million of accelerated amortization expense associated with the Keap headquarters. The pro forma financial information is not necessarily indicative of the consolidated results of operations that would have been realized had the Keap Acquisition been completed as of January 1, 2023, 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) | 2024 |  | 2023
Revenue | $ | 894,968 |  |  | $ | 1,005,222 |
Net (loss) | (71,461) |  |  | (265,489) |
Yellow New Zealand Acquisition On April 3, 2023, Thryv New Zealand Limited, the Company’s wholly-owned subsidiary, acquired Yellow, a New Zealand marketing services company for $8.9 million in cash (net of $1.7 million of cash acquired), subject to certain adjustments (the “Yellow Acquisition”). The Yellow Acquisition expanded the Company's market share with a broader geographical footprint and provided the Company with an increase in our clients. Yellow is a provider of marketing solutions serving SMBs in New Zealand. Control was obtained by means of acquiring all the voting interests. The assets acquired consisted primarily of $2.4 million in current assets and $5.6 million in fixed and intangible assets, consisting primarily of customer relationships, trade name, and technology assets, along with $5.1 million in goodwill. The Company also assumed liabilities of $4.7 million, consisting primarily of accrued, contract and deferred liabilities. The Company accounted for the Yellow 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 and intangible assets by applying 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 and assumptions related to Yellow's assets acquired and liabilities assumed. The fair values of existing technologies were computed using a relief of royalty approach, similar to the trade name valuation. The following table summarizes the assets acquired and liabilities assumed at the Yellow Acquisition Date:
(in thousands) |  |
Current assets |  | $ | 2,438 |
Fixed and intangible assets |  | 5,565 |
Other assets |  | 457 |
Current liabilities |  | (3,533) |
Other liabilities |  | (1,159) |
Goodwill |  | 5,129 |
Fair value allocated to net assets acquired |  | $ | 8,897 |
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 $5.1 million was primarily related to the benefits expected from the acquisition and is allocated to the Thryv International Marketing Services segment. The goodwill recognized is not deductible for income tax purposes. Pro Forma Results (unaudited) Pro forma information for the year ended December 31, 2023 was insignificant. Vivial Acquisition On January 21, 2022, Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial, a marketing and advertising company, for $22.8 million in cash (net of $8.5 million of cash acquired), subject to certain adjustments (the “Vivial Acquisition”). The assets acquired as part of these transactions consisted primarily of $27.7 million in current assets and $9.8 million in fixed and intangible assets, consisting primarily of customer relationships and technology assets, $14.5 million in deferred tax assets, along with a $10.9 million bargain purchase gain. The Vivial Acquisition resulted in a bargain purchase gain in part because the seller was motivated to divest its marketing services business that was in secular decline. The Company also assumed liabilities of $20.4 million, consisting primarily of accounts payable and accrued liabilities. The Company accounted for the Vivial 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 and intangible assets by applying 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 and assumptions related to Vivial’s assets acquired and liabilities assumed. The following table summarizes the assets acquired and liabilities assumed at the Vivial Acquisition Date:
(in thousands) |  |
Current assets |  | $ | 27,705 |
Fixed and intangible assets |  | 9,759 |
Deferred tax assets |  | 14,530 |
Other assets |  | 2,103 |
Current liabilities |  | (18,775) |
Other liabilities |  | (1,646) |
Bargain purchase gain |  | (10,883) |
Fair value allocated to net assets acquired, net of bargain purchase gain |  | $ | 22,793 |
The deferred tax asset primarily relates to excess carryover tax basis over book basis in intangibles as a result of the assessment of the fair value of the assets and liabilities assumed using the acquisition method of accounting.

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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