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Divestures and Business Combinations | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Divestures and Business Combinations | Divestitures and Business Combinations Divestiture of MyCase On September 30, 2020, we completed the MyCase Transaction for $193.0 million, consisting of $192.2 million of cash proceeds, plus a $2.2 million employee retention bonus pool funded by us, less cash divested of $0.8 million and a preliminary working capital adjustment of $0.6 million. The retention bonus pool is refundable to us to the extent that MyCase employees are terminated prior to the retention period, which is one year from the closing date of the MyCase Transaction. A portion of the cash proceeds was used to pay all outstanding borrowings under the Credit Facility. Refer to Note 10, Long-Term Debt, of our Consolidated Financial Statements for more information about the termination of the Credit Facility. We recognized a pre-tax gain on the sale of $187.7 million on the MyCase Transaction, consisting of cash proceeds of $192.2 million, less net assets divested of $4.6 million. Net assets divested is primarily comprised of capitalized software development costs of $3.9 million, deferred revenue of $2.8 million and goodwill allocated to MyCase of $2.3 million. The gain on the sale is included within Other income (expense), net in our Consolidated Statements of Operations. Income received in relation to the transition services provided by us to MyCase of $1.1 million is included within Other income (expense), net in our Consolidated Statements of Operations. Refer to Note 1, Nature of Business, of our Consolidated Financial Statements for more information about the MyCase Transaction. Acquisition of Dynasty On January 7, 2019, we acquired 100% of the voting equity interest of Dynasty Marketplace, Inc. ("Dynasty") for $60.2 million, of which $6.0 million the "Holdback Amount") was retained by us to satisfy any necessary adjustments, including without limitation certain indemnification claims. The balance of the Holdback Amount, less any amount retained with respect to any unresolved indemnification claims, was released to the stockholders of Dynasty on January 10, 2020 in accordance with the terms of the purchase agreement. Dynasty is a provider of advanced artificial intelligence solutions for the real estate vertical, which automate leasing communications, replace manual tasks and help customers grow their portfolios. The transaction was accounted for using the acquisition method and, as a result, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies and comparable companies, estimates of future revenue and cash flows, discount rates, and the software decay rate and database ramp up rate. The following table summarizes the final purchase price allocation (in thousands), as well as the estimated useful lives of the acquired intangible assets over which they are amortized on a straight-line basis, as this approximates the pattern in which we expect the economic benefits will be consumed:
|  | Amount (in thousands) |  | Estimated Useful Life (in years)
Total current assets |  | $ | 305 |  |  |
Identified intangible assets: |  |  |  |
Technology |  | 5,730 |  |  | 4.0
Database |  | 4,710 |  |  | 10.0
Customer relationships |  | 1,110 |  |  | 5.0
Backlog |  | 470 |  |  | 1.0
Trademark & trade name |  | 1,390 |  |  | 10.0
Non-compete agreement |  | 7,340 |  |  | 5.0
Total intangible assets subject to amortization |  | 20,750 |  |  | 6.0
Goodwill |  | 42,877 |  |  | Indefinite
Other noncurrent assets |  | 35 |  |  |
Total assets acquired |  | 63,967 |  |  |
Accrued and other liabilities |  | 48 |  |  |
Deferred tax liability, net |  | 3,711 |  |  |
Total liabilities assumed |  | 3,759 |  |  |
Purchase consideration |  | $ | 60,208 |  |  |
Goodwill is mainly attributable to synergies expected from the acquisition and assembled workforce and is non-deductible for U.S. federal income tax purposes. We incurred a total of $0.3 million in transaction costs related to the acquisition and expensed all transaction costs incurred during the period in which such service was received. Pro Forma Results of Operations The following unaudited pro forma information has been prepared for illustrative purposes only, and assumes that the aforementioned Dynasty acquisition occurred on January 1, 2018, and includes pro forma adjustments related to the amortization of acquired intangible assets, elimination of historical interest and amortization expense, income taxes, compensation arrangements, and the transaction costs incurred. The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable; however, they are not necessarily indicative of the consolidated results of operations had the acquisitions occurred at the beginning of the periods presented, or of future results of operations. The unaudited pro forma results are as follows (in thousands):
|  |  |  | Year Ended December 31,
|  |  |  |  |  | 2019 |  | 2018
Revenue |  |  |  |  |  | $ | 256,047 |  |  | $ | 193,405 |
Net income |  |  |  |  |  | 32,339 |  |  | 5,937 |

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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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