Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37394 | ||
Entity Registrant Name | Black Knight, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-5265638 | ||
Entity Address, Address Line One | 601 Riverside Avenue | ||
Entity Address, City or Town | Jacksonville | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32204 | ||
City Area Code | 904 | ||
Local Phone Number | 854-5100 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | BKI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,775,147,813 | ||
Entity Common Stock, Shares Outstanding | 155,282,790 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001627014 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Jacksonville, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 77.1 | $ 34.7 |
Trade receivables, net | 191.8 | 182.2 |
Prepaid expenses and other current assets | 83 | 70.4 |
Receivables from related parties | 0.2 | 0 |
Total current assets | 352.1 | 287.3 |
Property and equipment, net | 154.5 | 163.1 |
Software, net | 497 | 498.3 |
Other intangible assets, net | 613.2 | 692.3 |
Goodwill | 3,817.3 | 3,613.4 |
Investments in unconsolidated affiliates | 490.5 | 470.5 |
Deferred contract costs, net | 196 | 172.3 |
Other non-current assets | 230.3 | 193.3 |
Total assets | 6,350.9 | 6,090.5 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 76.3 | 88.1 |
Accrued compensation and benefits | 91.4 | 79.3 |
Current portion of debt | 32.5 | 73 |
Deferred revenues | 64.6 | 50.9 |
Total current liabilities | 264.8 | 291.3 |
Deferred revenues | 81.5 | 92.7 |
Deferred income taxes | 284.1 | 284 |
Long-term debt, net of current portion | 2,362.6 | 2,121.9 |
Other non-current liabilities | 78.7 | 94.9 |
Total liabilities | 3,071.7 | 2,884.8 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interests | 1,188.8 | 578 |
Equity: | ||
Common stock; $0.0001 par value; 550,000,000 shares authorized; 160,040,598 shares issued and 155,357,705 shares outstanding as of December 31, 2021, and 160,085,413 shares issued and 157,014,712 shares outstanding as of December 31, 2020 | 0 | 0 |
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 1,410.9 | 2,053.7 |
Retained earnings | 968.2 | 757.4 |
Accumulated other comprehensive loss | (17.5) | (38.8) |
Treasury stock, at cost, 4,682,893 shares as of December 31, 2021 and 3,070,701 shares as of December 31, 2020 | (271.2) | (144.6) |
Total shareholders' equity | 2,090.4 | 2,627.7 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | $ 6,350.9 | $ 6,090.5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 160,040,598 | 160,085,413 |
Common stock, shares outstanding (in shares) | 155,357,705 | 157,014,712 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in share) | 0 | 0 |
Treasury stock (in shares) | 4,682,893 | 3,070,701 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Earnings - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Revenues | $ 1,475.2 | $ 1,238.5 | $ 1,177.2 | |
Expenses: | ||||
Operating expenses | 793.9 | 669.6 | 646 | |
Depreciation and amortization | 365 | 270.7 | 236.2 | |
Transition and integration costs | 13.3 | 31.4 | 5.4 | |
Total expenses | 1,172.2 | 971.7 | 887.6 | |
Operating income | 303 | 266.8 | 289.6 | |
Other income and expense: | ||||
Interest expense, net | (83.6) | (62.9) | (63.5) | |
Other (expense) income, net | (6.4) | 16.4 | (1.4) | |
Total other expense, net | (90) | (46.5) | (64.9) | |
Earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 213 | 220.3 | 224.7 | |
Income tax expense | 35.7 | 41.6 | 41.9 | |
Earnings before equity in earnings (losses) of unconsolidated affiliates | 177.3 | 178.7 | 182.8 | |
Equity in earnings (losses) of unconsolidated affiliates, net of tax | 2.6 | 67.1 | (74) | |
Net earnings | 179.9 | 245.8 | 108.8 | |
Net losses attributable to redeemable noncontrolling interests | 28 | 18.3 | ||
Net earnings attributable to Black Knight | 207.9 | 264.1 | 108.8 | |
Other comprehensive earnings (loss): | ||||
Unrealized holding gains (losses), net of tax(1) | [1] | 1.7 | (23.9) | (18) |
Reclassification adjustments for losses included in net earnings, net of tax(2) | [2] | 15.3 | 12.2 | |
Total unrealized gains (losses) on interest rate swaps, net of tax | 17 | (11.7) | (18) | |
Foreign currency translation adjustment, net of tax (3) | [3] | (0.4) | (0.1) | (0.1) |
Unrealized gains (losses) on investments in unconsolidated affiliates, net of tax(4) | [4] | 4.7 | (6.8) | (3.4) |
Other comprehensive earnings (loss) | 21.3 | (18.6) | (21.5) | |
Comprehensive earnings | 201.2 | 227.2 | 87.3 | |
Net losses attributable to redeemable noncontrolling interests | 28 | 18.3 | ||
Comprehensive earnings attributable to Black Knight | $ 229.2 | $ 245.5 | $ 87.3 | |
Net earnings per share attributable to Black Knight common shareholders: | ||||
Basic | $ 1.34 | $ 1.74 | $ 0.74 | |
Diluted | $ 1.33 | $ 1.73 | $ 0.73 | |
Weighted average shares of common stock outstanding (see Note 5): | ||||
Basic | 155.1 | 152 | 147.7 | |
Diluted | 155.8 | 152.9 | 148.6 | |
[1] | Net of income expense of $0.6 million and net of income tax benefit of $8.1 million and $6.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||
[2] | Amounts reclassified to net earnings relate to losses on interest rate swaps and are included in Interest expense, net above. Amounts are net of income tax benefit of $5.2 million and $4.1 million for the years ended December 31, 2021 and 2020, respectively. | |||
[3] | Net of income tax benefit of less than $0.1 million for the years ended December 31, 2021, 2020 and 2019. | |||
[4] | Net of income tax expense of $1.6 million and net of income tax benefit of $2.3 million and $1.1 million for the years ended December 31, 2021, 2020 and 2019, respectively |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Derivatives qualifying as hedges, tax expense (benefit) | $ 0.6 | $ (8.1) | $ (6.1) |
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) | 5.2 | 4.1 | |
Foreign currency translation adjustment, tax | 0.1 | 0.1 | 0.1 |
Unrealized gains (losses) on investments in unconsolidated affiliates, tax | $ 1.6 | $ (2.3) | $ 1.1 |
Consolidated and Combined State
Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Common stockCumulative Effect, Period of Adoption, Adjusted Balance | Common stock | Additional paid-in capitalCumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | Retained earningsCumulative Effect, Period of Adoption, Adjustment | Retained earningsCumulative Effect, Period of Adoption, Adjusted Balance | Retained earnings | Accumulated other comprehensive lossCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive lossCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated other comprehensive loss | Treasury stockCumulative Effect, Period of Adoption, Adjusted Balance | Treasury stock | Redeemable noncontrolling interests | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Total | |
Beginning balance at Dec. 31, 2018 | $ 1,585.8 | $ 1,585.8 | $ (1) | $ 380.1 | $ 381.1 | $ 1 | $ 1.3 | $ 0.3 | $ (180.7) | $ (180.7) | $ 1,786.5 | $ 1,786.5 | |||||
Beginning balance (shares) at Dec. 31, 2018 | 153.2 | 153.2 | 3.9 | 3.9 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2018-02 [Member] | ||||||||||||||||
Grant of restricted shares of common stock | (43.7) | $ 43.7 | |||||||||||||||
Grant of restricted shares of common stock (in shares) | (0.9) | ||||||||||||||||
Forfeitures of restricted shares of common stock | 3.1 | $ (3.1) | |||||||||||||||
Forfeitures of restricted shares of common stock (shares) | 0.1 | ||||||||||||||||
Tax withholding payments for restricted share vesting | (15.9) | $ (15.9) | |||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | ||||||||||||||||
Vesting of restricted shares granted from treasury stock | 6.7 | $ (6.7) | |||||||||||||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.1 | ||||||||||||||||
Purchases of treasury stock | $ (11.9) | (11.9) | |||||||||||||||
Purchases of treasury stock (share) | 0.2 | ||||||||||||||||
Equity based compensation expense | 50.8 | 50.8 | |||||||||||||||
Net earnings (losses) | 108.8 | 108.8 | |||||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 1.7 | 1.7 | |||||||||||||||
Foreign currency translation adjustment | (0.1) | (0.1) | [1] | ||||||||||||||
Unrealized gains losses on interest rate swaps, net | (18) | (18) | |||||||||||||||
Other comprehensive gains (loss) on investments in unconsolidated affiliates | (3.4) | (3.4) | [2] | ||||||||||||||
Ending balance at Dec. 31, 2019 | $ 1,586.8 | 1,586.8 | $ (1.1) | $ 489.5 | 490.6 | $ (20.2) | (20.2) | $ (158.7) | $ (158.7) | $ (1.1) | $ 1,897.4 | $ 1,898.5 | |||||
Ending balance (shares) at Dec. 31, 2019 | 153.1 | 153.1 | 3.4 | 3.4 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] | ||||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs | 484.2 | $ 484.2 | |||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs (in shares) | 7.1 | ||||||||||||||||
Grant of restricted shares of common stock | (24.9) | $ 24.9 | |||||||||||||||
Grant of restricted shares of common stock (in shares) | (0.5) | ||||||||||||||||
Forfeitures of restricted shares of common stock | 0.6 | $ (0.6) | |||||||||||||||
Tax withholding payments for restricted share vesting | (22.4) | (22.4) | |||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | ||||||||||||||||
Vesting of restricted shares granted from treasury stock | 10.2 | $ (10.2) | |||||||||||||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.2 | ||||||||||||||||
Equity based compensation expense | 39.4 | 39.4 | |||||||||||||||
Contributions received for redeemable noncontrolling interests in Optimal Blue Holdco, LLC | $ 578 | ||||||||||||||||
Deferred income taxes recognized related to the contribution of Compass Analytics to Optimal Blue Holdco, LLC | (1.9) | (1.9) | |||||||||||||||
Fair value adjustment to redeemable noncontrolling interests | (18.3) | 18.3 | (18.3) | ||||||||||||||
Net earnings (losses) | 264.1 | 264.1 | |||||||||||||||
Net losses attributable to redeemable noncontrolling interests | (18.3) | 18.3 | |||||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 3.8 | 3.8 | |||||||||||||||
Foreign currency translation adjustment | (0.1) | (0.1) | [1] | ||||||||||||||
Unrealized gains losses on interest rate swaps, net | (11.7) | (11.7) | |||||||||||||||
Other comprehensive gains (loss) on investments in unconsolidated affiliates | (6.8) | (6.8) | [2] | ||||||||||||||
Ending balance at Dec. 31, 2020 | 2,053.7 | 757.4 | (38.8) | $ (144.6) | 578 | 2,627.7 | |||||||||||
Ending balance (shares) at Dec. 31, 2020 | 160.1 | 3.1 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Grant of restricted shares of common stock | (35.3) | $ 35.3 | |||||||||||||||
Grant of restricted shares of common stock (in shares) | (0.7) | ||||||||||||||||
Forfeitures of restricted shares of common stock | 3 | $ (3) | |||||||||||||||
Tax withholding payments for restricted share vesting | (25.6) | (25.6) | |||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | ||||||||||||||||
Vesting of restricted shares granted from treasury stock | 12.2 | $ (12.2) | |||||||||||||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.3 | ||||||||||||||||
Purchases of treasury stock | $ (146.7) | (146.7) | |||||||||||||||
Purchases of treasury stock (share) | 2 | ||||||||||||||||
Equity based compensation expense | 41.7 | 41.7 | |||||||||||||||
Fair value adjustment to redeemable noncontrolling interests | (638.8) | 638.8 | (638.8) | ||||||||||||||
Net earnings (losses) | 207.9 | 207.9 | |||||||||||||||
Net losses attributable to redeemable noncontrolling interests | 28 | 28 | |||||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 2.9 | 2.9 | |||||||||||||||
Foreign currency translation adjustment | (0.4) | (0.4) | [1] | ||||||||||||||
Unrealized gains losses on interest rate swaps, net | 17 | 17 | |||||||||||||||
Other comprehensive gains (loss) on investments in unconsolidated affiliates | 4.7 | 4.7 | [2] | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 1,410.9 | $ 968.2 | $ (17.5) | $ (271.2) | $ 1,188.8 | $ 2,090.4 | |||||||||||
Ending balance (shares) at Dec. 31, 2021 | 160 | 4.7 | |||||||||||||||
[1] | Net of income tax benefit of less than $0.1 million for the years ended December 31, 2021, 2020 and 2019. | ||||||||||||||||
[2] | Net of income tax expense of $1.6 million and net of income tax benefit of $2.3 million and $1.1 million for the years ended December 31, 2021, 2020 and 2019, respectively |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net earnings | $ 179.9 | $ 245.8 | $ 108.8 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 365 | 270.7 | 236.2 |
Amortization of debt issuance costs and original issue discount | 3.9 | 3.4 | 2.9 |
Loss on extinguishment of debt | 2.5 | ||
Deferred income taxes, net | (17) | (20.6) | (3.7) |
Equity in (earnings) losses of unconsolidated affiliates, net of tax | (2.6) | (67.1) | 74 |
Equity-based compensation | 41.7 | 39.4 | 50.8 |
Changes in assets and liabilities, net of acquired assets and liabilities: | |||
Trade receivables, including receivables from related parties | (5.9) | 6 | 5.9 |
Prepaid expenses and other assets | (42.5) | (3.6) | (0.6) |
Deferred contract costs | (57.9) | (46.9) | (40.9) |
Deferred revenues | (3.9) | (20.7) | (15.6) |
Trade accounts payable and other liabilities | (13.3) | 9 | (39.5) |
Net cash provided by operating activities | 449.9 | 415.4 | 378.3 |
Cash flows from investing activities: | |||
Additions to property and equipment | (28.5) | (23.9) | (22.4) |
Additions to software | (85.1) | (89.3) | (81.5) |
Business acquisitions, net of cash acquired | (302.6) | (1,869.4) | (52.8) |
Investment in Dun & Bradstreet Holdings, Inc. ("DNB") | 0 | (100) | (392.6) |
Asset acquisitions | (10) | (15) | |
Other investing activities | (3.6) | 8.4 | (1.7) |
Net cash used in investing activities | (429.8) | (2,089.2) | (551) |
Cash flows from financing activities: | |||
Net proceeds from issuance of common stock, before offering expenses | 0 | 484.6 | |
Costs directly associated with issuance of common stock | 0 | (0.4) | |
Issuance of senior unsecured notes, net of original issue discount | 0 | 990 | |
Revolver borrowings | 660.4 | 600.6 | 876 |
Revolver payments | (452.1) | (862.9) | (648.5) |
Term loan borrowings | 1.6 | ||
Term loan payments | 0 | (54.7) | (31.3) |
Contributions received for redeemable noncontrolling interests | 0 | 578 | |
Purchases of treasury stock | (146.7) | (11.9) | |
Tax withholding payments for restricted share vesting | (25.6) | (22.4) | (15.9) |
Finance lease payments | (3.6) | (13) | |
Debt issuance costs paid | (7.7) | (2.4) | |
Other financing activities | (4) | (4.3) | (0.6) |
Net cash provided by financing activities | 22.3 | 1,693.1 | 167.8 |
Net increase (decrease) in cash and cash equivalents | 42.4 | 19.3 | (4.9) |
Cash and cash equivalents, beginning of period | 34.7 | 15.4 | 20.3 |
Cash and cash equivalents, end of period | $ 77.1 | $ 34.7 | $ 15.4 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental cash flow information: | |||
Interest paid, net | $ (80.4) | $ (46.8) | $ (59.9) |
Income taxes paid, net | $ (52.7) | $ (52.5) | $ (51.6) |
Basis of Presentation and Overv
Basis of Presentation and Overview | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (1) The accompanying audited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated. Description of Business We are a premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics to the U.S. mortgage and real estate markets. Our mission is to transform the markets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and that result in realized efficiencies, reduced risk and new opportunities for our clients to help them achieve greater levels of success. Reporting Segments We conduct our operations through two reporting segments, (1) Software Solutions and (2) Data and Analytics. See further discussion in Note 20 — Segment Information Reclassifications Reclassifications have been made to the prior year amounts to conform to the classifications used in 2021. Certain receivables previously included in Trade and other receivables, including receivables from related parties on our Consolidated Statements of Cash Flows are now included in Prepaid expenses and other assets. We also reclassified certain deferred compensation plan assets and liabilities between Prepaid expenses and other assets and Trade accounts payable and other liabilities on our Consolidated Statements of Cash Flows. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | (2) The following describes our significant accounting policies that have been followed in preparing the accompanying consolidated financial statements. Principles of Consolidation The consolidated financial statements include the accounts of BKI, its wholly-owned subsidiaries and non-wholly owned subsidiaries in which we have a controlling financial interest either through voting rights or means other than voting rights. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our consolidated balance sheets as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Consolidated Statements of Earnings and Comprehensive Earnings as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight. We consolidate variable interest entities (“VIEs”) if we are considered the primary beneficiary because we have (a) the power to direct matters that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For VIEs where we are not the primary beneficiary and do not control the VIE, but have the ability to exercise significant influence over the VIE, we use the equity method of accounting to report their results. The determination of the primary beneficiary involves judgment. Refer to the “Investments in Unconsolidated Affiliates” section below for additional information related to our equity method investments. Optimal Blue Holdco, LLC (“Optimal Blue Holdco”), a non-wholly owned subsidiary, is considered a VIE. We are the primary beneficiary of Optimal Blue Holdco through our controlling interest and our rights established in the Amended and Restated Limited Liability Company Agreement of Optimal Blue Holdco dated September 15, 2020 (the “OB Holdco LLC Agreement”). The OB Holdco LLC Agreement was amended on November 24, 2020 to reflect the issuance of Class B units (“OB PIUs”), but this amendment did not affect the controlling interest and our rights established in the OB Holdco LLC Agreement. As such, we control Optimal Blue Holdco and its subsidiaries and consolidate its financial position and results of operations. Intercompany transactions between us and Optimal Blue Holdco and its subsidiaries are eliminated in consolidation. On February 15, 2022, we entered into an amended and restated OB Holdco LLC Agreement. Refer to the “Redeemable Noncontrolling Interests” section below and Note 3 — Business Acquisitions Management Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates. Cash and Cash Equivalents Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities. Cash and cash equivalents are unrestricted and include the following (in millions): December 31, 2021 2020 Cash $ 24.0 $ 27.1 Cash equivalents 53.1 7.6 Cash and cash equivalents $ 77.1 $ 34.7 Trade Receivables, Net A summary of Trade receivables, net of allowance for credit losses is as follows (in millions): December 31, 2021 2020 Trade receivables — billed $ 147.4 $ 136.4 Trade receivables — unbilled 47.1 47.9 Trade receivables 194.5 184.3 Allowance for credit losses (2.7) (2.1) Trade receivables, net $ 191.8 $ 182.2 Allowance for Credit Losses We record our billed and unbilled trade receivables and contract assets at their amortized cost less an allowance for estimated credit losses that are not expected to be recovered over the assets’ remaining lifetime based on management’s expectation of collectability. We base our estimate on multiple factors including historical experience with bad debts, our relationship with our clients and their credit quality, the aging of respective asset balances, current macroeconomic conditions and management’s expectations of conditions in the future. Our allowance for expected credit losses is based on management’s assessment of the collectability of assets with similar risk characteristics. We pool our respective asset balances based on risk characteristics primarily related to financial asset type, extent of client relationship, product/solution, business division and delinquency status. Subsequent changes in the allowance are recorded in Operating expenses. We write off trade receivables in the period when the likelihood of collection of a trade receivable balance is considered remote. The rollforward of allowance for credit losses for Trace Receivables, net is as follows (in millions): Year ended December 31, 2021 2020 2019 Beginning balance $ (2.1) $ (1.3) $ (1.3) Effect of ASU 2016-13 adoption (1) — (0.5) — Bad debt expense (1.2) (1.2) (1.6) Write-offs, net of recoveries 0.6 0.9 1.6 Ending balance $ (2.7) $ (2.1) $ (1.3) (1) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments — Credit Losses , as well as several other related updates. Refer to section "Recent Accounting Pronouncements" below for details. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in millions): December 31, 2021 2020 Prepaid expenses $ 44.7 $ 39.7 Contract assets, net 23.0 20.9 Income tax receivables 6.5 2.1 Other current assets 8.8 7.7 Prepaid expenses and other current assets $ 83.0 $ 70.4 Contract Assets A contract asset represents our expectation of receiving consideration in exchange for products or services that we have provided to our client but invoicing is contingent on our completion of other performance obligations or contractual milestones. Contract assets and liabilities, or deferred revenues, are determined and presented on a net basis at the contract level since the rights and obligations in a contract with a client are interdependent. In contrast, a receivable is our right to consideration that is unconditional except for the passage of time required before payment of that consideration is due. The difference in timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, contract assets and deferred revenues from client advances and deposits. We assess contract assets for impairment. There were no impairment charges related to contract assets for the years presented. Our short-term contract assets are included in Prepaid expenses and other current assets in our Consolidated Balance Sheets. Our long-term contract assets are included in Other non-current assets in our Consolidated Balance Sheets. Refer to the section titled “Other Non-Current Assets” section below. Property and Equipment, Net Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 are amortized using the straight-line method over the lesser of the initial term of the respective lease or the estimated useful life of such asset. Software, Net Software, net includes internally developed software, purchased software, software acquired in business combinations and asset acquisitions, less accumulated amortization. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line method over its remaining estimated useful life. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. The useful life of software acquired in business combinations and purchased software ranges from 3 Internal development costs are accounted for in accordance with ASC Topic 985, Software Costs of Software to Be Sold, Leased, or Marketed Intangibles - Goodwill and Other Internal-Use Software For software products to be sold, leased or marketed, all costs incurred to establish technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers’ salaries, related payroll costs and costs of independent contractors, are capitalized and amortized on a product-by-product basis commencing on the date of general release to clients. We do not capitalize any costs once the product is available for general release to clients. Judgment is required in determining when technological feasibility of a product is established. The timing of when various research and development projects become technologically feasible or ready for release can cause fluctuations in the amount of research and development costs that are expensed or capitalized in any given period. Generally, we amortize capitalized costs on a straight-line basis. However, we use an accelerated amortization method equal to the ratio of revenues generated by the software solution in the current year as a percentage of the estimated current and future revenues over its estimated useful life if that ratio is greater than the percentage to be amortized using the straight-line method. For internal-use software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized commencing on the date the product is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense for software is recorded using the straight-line method over the software’s estimated useful life, generally ranging from 5 Other Intangible Assets, Net Other intangible assets, net consist primarily of client relationships that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis, less accumulated amortization. Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 3 Our property records database, which is an intangible asset not subject to amortization, is reviewed for impairment at least annually and is included in Other non-current assets in our Consolidated Balance Sheets. Refer to section . Impairment Testing Long-lived assets, including property and equipment, software and other intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. We did not have any events or circumstances indicating impairment of our long-lived assets for the years presented. Goodwill Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. Goodwill is tested for impairment at the reporting unit level. In evaluating the recoverability of goodwill, we consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit’s last quantitative test, and other factors to determine whether to perform a qualitative test. When performing an annual goodwill impairment analysis based on a review of qualitative factors, we evaluate if events and circumstances exist that lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. The quantitative test includes determining the fair value of a reporting unit based on a weighted average of multiple valuation methods, primarily a combination of an income approach and a market approach, which are Level 3 and Level 2 inputs, respectively. The income approach includes the present value of estimated future cash flows, while the market approach uses earnings multiples of similar guideline public companies or of similar guideline industry transactions. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired and further testing is not required. We did not have any events or circumstances indicating impairment of our goodwill during the years presented. Investments in Unconsolidated Affiliates Investments in entities that we have the ability to exercise significant influence over, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, investments are recorded at the initial cost and are adjusted for subsequent additional investments and our share of earnings or losses and distributions. We record our share of equity-based compensation expense of unconsolidated affiliates as an adjustment to our investment with a related adjustment to our equity. Star Parent, L.P. (“Star Parent”), a former non-wholly owned subsidiary (and former parent of Dun & Bradstreet Holdings, Inc. (“DNB”)), was considered a VIE. For the 2019 and 2020 periods in which we had a minority interest in Star Parent, we were a limited partner and did not have the power to direct the activities that most significantly affected Star Parent’s economic performance. We did not provide any implicit or explicit liquidity guarantees or principal value guarantees to Star Parent. For these reasons, we were not the primary beneficiary and accounted for our investment using the equity method of accounting. Our investment in Star Parent was recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses were recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. On July 6, 2020, our investment in Star Parent was exchanged for an investment in DNB in conjunction with their initial public offering (“DNB IPO”). We own less than 20% of DNB but are considered to have the ability to exercise significant influence, but not control, primarily through a combination of our investment in DNB, an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the DNB IPO and our shared Chief Executive Officer. For these reasons, we accounted for our investment using the equity method of accounting. Our investment in DNB is recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses are recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to Note 4 – Investments in Unconsolidated Affiliates Deferred Contract Costs, Net We capitalize incremental contract acquisition costs that relate directly to an existing contract or a specific anticipated contract and are expected to be recovered. Costs that would have been incurred regardless of whether the contract was obtained are expensed as incurred. As a practical expedient, we expense incremental costs of obtaining a contract if the amortization period of the asset would be one year or less. We also consider whether to capitalize costs to fulfill a contract that may be incurred before we commence performance on an obligation. These costs represent incremental, recoverable external costs and certain internal costs that are directly related to the contract and are primarily associated with costs of resources involved in installation of systems, processes and data conversion. Deferred contract costs are amortized on a systematic basis consistent with the transfer to the client of the solutions or services to which the asset relates. We consider the explicit term of the contract with the client, expected renewals and the rate of change related to our solutions in determining the amortization period, which ranges from 5 In the event indications exist that a deferred contract cost asset related to a particular contract may not be recoverable, undiscounted estimated cash flows of the total period over which economic benefits for providing the related products or services are expected to be received are projected and compared to the unamortized deferred contract cost balance. If the projected cash flows and any unrecognized revenues are not adequate to recover the unamortized cost, an impairment charge would be recorded to reduce the carrying amount to the contract’s net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. Amortization expense for deferred contract costs is included in Depreciation and amortization in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to the "Depreciation and Amortization" section below. Leases We determine if an arrangement is a lease at contract inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments according to the arrangement. Operating and finance lease right-of-use assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. We use the implicit rate when it is readily determinable. Otherwise, we use our incremental borrowing rate based on the information available as of the commencement date in determining the present value of lease payments. The lease term we use for the valuation of our right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the expected lease term. From time to time, we may abandon one or more of our leased assets. Upon abandonment, we accelerate the amortization of right-of-use assets within lease expense. Right-of-use assets and lease liabilities are recognized for our leases. Right-of-use assets for our operating leases are included in Other non-current assets in our Consolidated Balance Sheets. Refer to the “Other Non-Current Assets” section below. Right-of-use assets for our finance leases are included in Property and equipment, net in our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment Long-Term Debt Leases Other Non-Current Assets Other non-current assets consist of the following (in millions): December 31, 2021 2020 Contract assets, net $ 80.2 $ 56.5 Property records database 60.6 60.5 Right-of-use assets 32.9 41.1 Deferred compensation plan related assets 25.2 19.5 Contract credits 23.6 5.0 Prepaid expenses 4.5 4.9 Other 3.3 5.8 Other non-current assets $ 230.3 $ 193.3 Trade Accounts Payable and Other Accrued Liabilities Trade accounts payable and other accrued liabilities consist of the following (in millions): December 31, 2021 2020 Accrued interest $ 12.3 $ 12.8 Income taxes payable 11.8 13.6 Lease liabilities, current 10.8 13.5 Trade accounts payable 7.9 8.9 Other taxes payable and accrued 4.8 10.7 Accrued client liabilities 3.8 6.4 Other 24.9 22.2 Trade accounts payable and accrued liabilities $ 76.3 $ 88.1 Deferred Revenues Deferred revenues, or contract liabilities, represent our obligation to transfer products or services to our client for which we have received consideration, or an amount of consideration is due, from the client. During the years ended December 31, 2021, 2020 and 2019, revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $48.9 million, $49.5 million and $55.9 million, respectively. Other Non-Current Liabilities Other non-current liabilities consist of the following (in millions): December 31, 2021 2020 Lease liabilities, non-current (Note 14) $ 26.4 $ 29.7 Deferred compensation plan 24.4 19.3 Unrealized losses on interest rate swaps (Note 11) 13.9 35.2 Other 14.0 10.7 Other non-current liabilities $ 78.7 $ 94.9 Loss Contingencies ASC Topic 450, Contingencies, Commitments and Contingencies Redeemable Noncontrolling Interests Redeemable noncontrolling interests represent the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). As these redeemable noncontrolling interests provide for redemption features not solely within our control, they are presented on our Consolidated Balance Sheets outside of shareholders’ equity. We recognize any changes in the redemption price related to these redeemable noncontrolling interests as they occur through Additional paid-in capital. We had call rights on THL’s and Cannae’s equity interests in Optimal Blue Holdco that were exercisable beginning September 15, 2023 at a call price equal to the greater of (i) the fair market value of such interests and (ii) an amount that would result in the multiple of THL’s or Cannae’s return on investment to equal 2.0, as applicable. In addition, THL and Cannae had the right to put their respective interests in Optimal Blue Holdco at a price equal to the fair market value of such interests to (i) Optimal Blue Holdco if there was a change of control of Black Knight or (ii) Optimal Blue Holdco, Black Knight Technologies ("BKT") or Black Knight that were exercisable beginning September 15, 2023. On February 15, 2022, we entered into a purchase agreement with Cannae and THL and acquired all of their issued and outstanding Class A units of Optimal Blue Holdco through Optimal Blue I, LLC (“Optimal Blue I”), a Delaware limited liability company and our wholly-owned subsidiary, in exchange for aggregate consideration of approximately 36.4 million shares of DNB common stock and $433.5 million in cash, funded with borrowings under our revolving credit facility. The aggregate consideration of $1.156 billion and number of shares of DNB common stock paid to Cannae and THL was based on the 20-day volume-weighted average trading price of DNB for the period ended on February 14, 2022. Treasury Shares Shares held in treasury are at cost. We charge the cost in excess of par value to Retained earnings when we cancel or retire treasury shares. Revenues We recognize revenues primarily relating to software and hosting solutions, professional services and data solutions. We are often party to multiple concurrent contracts or contracts that combine multiple solutions and services. These situations require judgment to determine if multiple contracts should be combined and accounted for as a single arrangement. In making this determination, we consider (i) the economics of each individual contract and whether or not it was negotiated on a standalone basis and (ii) if multiple promises represent a single performance obligation. Many times these arrangements include offerings from more than one segment to the same client. At contract inception, we assess the performance obligations, or deliverables, we have agreed to provide in the contract and determine if they are individually distinct or if they should be combined with other performance obligations. We combine performance obligations when an individual performance obligation does not have standalone value to our client. For example, we typically combine the delivery of complex, proprietary implementation-related professional services with the delivery of the related software solution. Contract modifications require judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract or (iii) a cumulative catch-up adjustment to the original contract. When evaluating contract modifications, we must identify the performance obligations of the modified contract and determine both the allocation of revenues to the remaining performance obligations and the period of recognition for each identified performance obligation. We include any fixed consideration within our contracts as part of the total transaction price. Generally, we include an estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not include taxes collected from clients and remitted to governmental authorities. The transaction price is allocated to our performance obligations in proportion to their relative standalone selling prices (“SSP”). SSP is the price for which we would sell a distinct solution or service separately to a client and is determined at contract inception. For a majority of our revenues, we have observable selling prices for our related solutions and services. However, if observable selling prices are not available, establishing SSP requires significant judgment. The estimated SSP considers all reasonably available information, including market conditions, demands, trends, our specific factors and information about the client or class of client. The adjusted market approach is generally used for new solutions and services or when observable inputs are limited or not available. The following describes the nature of our primary sources of revenue and the related revenue recognition policies: Software Solutions Revenues Software solutions revenues are primarily comprised of software as a service (“SaaS”) offerings for various platforms that perform processing and workflow management as well as provide data and analytics. To a lesser extent, we sell software licenses where hosting services may or may not be included in the arrangement. Contracts for software and hosting solutions typically span five to seven years. For our SaaS offerings, we promise our clients to stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of processing services for a specified term. For this reason, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy these performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. We evaluate our variable payment terms related to these revenues, and they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to and recognized on the day in which we perform the related services. Fixed fees for processing services are generally recognized ratably over the contract period. Our software licenses generally have significant standalone functionality to our clients upon delivery. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. In conjunction with software licenses, we commonly provide our clients with additional services such as maintenance as well as associated implementation and other professional services related to the software license. Maintenance is typically comprised of technical support and unspecified updates and upgrades. We generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance. When a software license contract also includes professional services that provide significant modification or customization of the software license, we combine the software license and professional services into a single performance obligation, and revenues for the combined performance obligation are recognized as the professional services are provided consistent with the methods described below for professional services revenues. We have contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the client can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the client to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the client’s control to obtain a copy of the software, and hosting revenue is recognized using the time-elapsed output method as the service is provided. If the software license is not separately identifiable from the hosting service, then the related revenues for the combined performance obligation is recognized ratably over the hosting period. Professional Services Revenues Professional services revenues are generally comprised of implementation, conversion, programming, training and consulting services associated with our SaaS and licensed software agreements. Professional services such as training, dedicated teams and consulting services are generally distinct. Distinct professional services revenues are primarily billed on a time and materials basis, and revenues are recognized over time as the services are performed. A portion of our professional services revenues are derived from contracts for dedicated personnel resources who are often working full-time at a client site and under the client’s direction. These revenues generally recur as contracts are renewed. In assessing whether implementation services provided on SaaS or licensed software agreements are a distinct performance obligation, we consider whether the services are both capable of being distinct (i.e., the client can benefit from the services alone or in combination with other resources that are readily available to the client) and distinct within the context of the contract (i.e., separately identifiable from the other performance obligations in the contract). Professional services that are not distinct from an associated solution or offering are recognized over the common measure of progress for the overall performance obligation (typically a time-elapsed output measure that corresponds to the period over which the solution or offering is made available to the client). Data Solutions Revenues Revenues from data solutions are primarily from licenses for new and historical property ownership data and valuation-related analytical services and are generally distinct. License fees are recognized at a point in time upon delivery. Revenues allocated to data updates are recognized ratably over the period the updates are provided. In addition, to the extent |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | (3) 2021 Acquisitions On March 16, 2021, we completed the acquisition of the technology assets and business of NexSpring Financial, LLC (“NexSpring”), which is reported within our Software Solutions segment, and is expected to broaden our ability to serve mortgage brokers. On May 17, 2021, we completed the acquisition of 100% of the equity interests in eMBS, Inc. (“eMBS”), a leading data and analytics aggregator for residential mortgage-backed securities, which is reported within our Data & Analytics segment, and is expected to solidify and further expand our market leadership in solutions and data for agency-backed securities. On July 7, 2021, we completed the acquisition of 100% of the equity interests in TOMN Holdings, Inc. and its subsidiaries (“Top of Mind”), which is reported within our Software Solutions segment. Top of Mind is the developer of Surefire SM 2020 Acquisitions On March 3, 2020, we completed the acquisition of Collateral Analytics, LLC (“Collateral Analytics”), a provider of real estate products and tools to support appraisers, appraisal management companies, lenders, investors and government agencies. Collateral Analytics is reported within our Data and Analytics segment because it enhances our real estate solutions and automated valuation model offerings. On August 27, 2020, we completed the acquisition of DocVerify, a solution that provides proof of the integrity of digital documents, enabling organizations across a wide range of industries to streamline processes, safeguard sensitive information and reduce costs. DocVerify is reported within our Software Solutions segment and helps accelerate Black Knight’s goal of digitizing the entirety of the real estate and mortgage continuum as DocVerify’s trusted and proven digital document verification capabilities are integrated with Expedite ® On July 26, 2020, we entered into a definitive equity purchase agreement with affiliates of private equity firm GTCR, LLC, to purchase Optimal Blue, a leading provider of secondary market solutions and actionable data services. We also entered into forward purchase agreements with Cannae and affiliates of THL (collectively, the "FPAs"), whereby Cannae and affiliates of THL agreed to each acquire 20% of the equity interests of a newly formed entity, Optimal Blue Holdco, for a purchase price of $289.0 million. Optimal Blue Holdco was formed for the purpose of acquiring Optimal Blue. On September 15, 2020, we completed a series of transactions and completed the acquisition of Optimal Blue. In connection with the acquisition of Optimal Blue, we contributed $762.0 million in cash and Compass Analytics, LLC ("Compass Analytics") to Optimal Blue Holdco. In addition, Black Knight InfoServ, LLC ("BKIS"), our indirect, wholly-owned subsidiary, provided $500.0 million in cash in exchange for a note with Optimal Blue Holdco (the "OB Holdco Note"). The OB Holdco Note bears interest at a rate of 6.125%, which is payable on a semi-annual basis beginning March 1, 2021, and matures on September 1, 2028. Immediately prior to the closing of the Optimal Blue acquisition, we, together with BKT, our indirect, wholly-owned subsidiary, Optimal Blue Holdco, Cannae and THL, entered into the OB Holdco LLC Agreement. As of December 31, 2021, we owned 60% of Optimal Blue Holdco. Optimal Blue is reported within our Software Solutions segment because it enhances our robust set of software solutions and includes additional product, pricing and eligibility capabilities. On February 15, 2022, we acquired the remaining outstanding Class A units in Optimal Blue Holdco. Refer to Note 2 — Significant Accounting Policies 2019 Acquisition On September 13, 2019, we completed the acquisition of Compass Analytics, a financial technology provider of advanced pricing and valuation solutions to support loan officers and capital market professionals. Compass Analytics is reported within our Software Solutions segment because this acquisition expands our footprint in capital markets, adds mortgage servicing rights valuation capabilities to our solutions and establishes end-to-end connectivity and pricing between originators and mortgage investors. Allocation of purchase price The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed, including the effect of measurement period adjustments, (in millions): 2021 2020 2020 2019 Acquisitions Optimal Blue (2) Other Acquisitions Acquisition (4) Cash paid $ 307.6 $ 1,828.3 $ 74.1 $ 55.0 Contingent consideration (1) 4.4 — 3.1 9.0 Less: cash acquired (5.0) (29.3) (3.7) (2.2) Total consideration, net $ 307.0 $ 1,799.0 $ 73.5 $ 61.8 Software $ 34.9 $ 79.7 $ 8.2 $ 9.4 Other intangible assets (3) 80.0 610.8 18.1 21.4 Goodwill 212.0 1,197.9 46.9 31.7 Other current and non-current assets 4.3 24.8 4.1 4.4 Total assets acquired 331.2 1,913.2 77.3 66.9 Deferred income taxes 15.8 93.5 — — Current and other non-current liabilities 8.4 20.7 3.8 5.1 Total liabilities assumed 24.2 114.2 3.8 5.1 Net assets acquired $ 307.0 $ 1,799.0 $ 73.5 $ 61.8 (1) The NexSpring purchase agreement requires us to pay additional cash consideration based on NexSpring revenues recognized over the three-year period subsequent to the acquisition. The Collateral Analytics purchase agreement requires us to pay additional cash consideration based on earnings before interest expense, income tax provision and depreciation and amortization ("EBITDA") over a three-year period beginning April 1, 2020. The Compass Analytics purchase agreement required us to pay additional cash consideration based on revenues recognized over a two-year period from the acquisition date. We recorded a contingent consideration liability of $9.0 million as part of the Compass Analytics acquisition. During 2020, an agreement related to the Compass Analytics contingent consideration payout was amended to a set contractual amount. In accordance with ASC Topic 805, Business Combinations ("ASC 805"), we will recognize the majority of the consideration as compensation cost over the related period due to ongoing employment requirements. Refer to Note 12 – Fair Value Measurement (2) During the year ended December 31, 2021, we recorded a measurement period adjustment of $8.1 million primarily reducing deferred income taxes for certain book and tax basis differences as we completed the tax return filings for the pre-acquisition period. (3) Other intangible assets primarily consist of client relationships assets of $76.3 million for the 2021 acquisitions, $602.5 million for the 2020 Optimal Blue acquisition, $16.4 million for the Other 2020 acquisitions and $19.1 million for the 2019 acquisition. (4) During the year ended December 31, 2020, we recorded a measurement period adjustment of $0.9 million to reduce our estimated liabilities for pre-acquisition tax exposure. The estimates related to our 2021 acquisitions are preliminary and subject to adjustments as we complete our valuation process with respect to certain acquired assets, including Software, Other intangible assets, including client relationship assets, and Goodwill and certain assumed liabilities, including estimated liabilities for pre-acquisition tax exposure, and contingent consideration. For the years ended December 31, 2021, 2020 and 2019 we incurred direct transaction costs of $3.8 million, $15.0 million and $0.2 million in connection with our 2021 acquisitions, the acquisition of Optimal Blue in 2020 and our 2019 acquisition, respectively. Transaction costs are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. For the period September 15, 2020 through December 31, 2020, Optimal Blue’s revenues of $37.6 million and pre-tax loss of $19.0 million are included in our Consolidated Statements of Earnings and Comprehensive Earnings. Unaudited Pro Forma Results Our 2021 acquisitions, 2020 acquisitions excluding Optimal Blue and 2019 acquisition were not material individually or in the aggregate to our consolidated financial statements. Unaudited pro forma results of operations for the years ended December 31, 2020 and 2019, assuming the Optimal Blue acquisition had occurred as of January 1, 2019, are presented below (in millions, except per share amounts): Year ended December 31, 2020 2019 Revenues $ 1,320.0 $ 1,267.3 Net earnings $ 200.6 $ 4.3 The unaudited pro forma results include certain pro forma adjustments that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: ● additional amortization expense that would have been recognized relating to the acquired intangible assets; ● adjustments to interest expense to reflect the additional debt we incurred related to partially finance the acquisition; and ● a reduction of expenses for acquisition-related transaction costs of $15.0 million for the year ended December 31, 2020. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | (4) DNB Investment On February 8, 2019, concurrent with an investment consortium’s acquisition of The Dun & Bradstreet Corporation, we completed our $375.0 million investment in Star Parent, L.P. (“Star Parent”), a Delaware limited partnership (the "February 2019 D&B Investment"), which we funded through a borrowing on our revolving credit facility. On July 1, 2019, we invested an additional $17.6 million in Star Parent (together with the February 2019 D&B Investment, collectively, the “D&B Investment”) in exchange for our pro-rata share of additional limited partner interests issued by Star Parent related to D&B’s acquisition of Lattice Engines, Inc. In connection with the D&B Investment, we were issued certain limited partner interests in Star Parent, which represented approximately 18.1% of the outstanding common equity of Star Parent. DNB IPO and Private Placement DNB is a leading global provider of business decisioning data and analytics. On July 6, 2020, DNB, previously a wholly-owned subsidiary of Star Parent, closed its previously announced initial public offering of 90.0 million shares of common stock, which included 11.7 million shares of common stock issued pursuant to the exercise by the underwriters of their option to purchase additional shares in full (the "DNB IPO"). The DNB IPO was priced at $22.00 per share, resulting in gross proceeds to DNB of $2.4 billion when combined with $400.0 million of aggregate proceeds from a concurrent private placement offering (the "DNB Private Placement") and before deducting underwriting discounts and commissions and other offering expenses payable by DNB. Shares of DNB common stock began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "DNB" on July 1, 2020. On July 6, 2020, we invested $100.0 million in the DNB Private On January 8, 2021, DNB completed its acquisition of Bisnode Business Information Group AB (the “Bisnode acquisition”). In connection with the Bisnode acquisition, DNB issued 6.2 million shares of common stock, which resulted in a decrease in our ownership interest in DNB to 12.8%. As of December 31, 2021, we have invested an aggregate of $492.6 million in DNB. As of December 31, 2021, DNB’s closing share price was $20.49, and the fair value of our investment in DNB was $1,123.9 million before tax. Summarized consolidated financial information for DNB (Successor) and Star Parent (Predecessor) is presented below (in millions): December 31, 2021 2020 Current assets $ 718.0 $ 874.4 Non-current assets 9,279.2 8,345.9 Total assets $ 9,997.2 $ 9,220.3 Current liabilities, including short-term debt $ 1,004.9 $ 828.1 Non-current liabilities 5,247.0 4,808.3 Total liabilities 6,251.9 5,636.4 Total equity 3,745.3 3,583.9 Total liabilities and shareholders' equity $ 9,997.2 $ 9,220.3 For the period Year ended December 31, February 8 to 2021 2020 December 31, 2019 Revenues $ 2,165.6 $ 1,738.7 $ 1,413.9 Loss before provision (benefit) for income taxes and equity in net income of affiliates $ (45.2) $ (226.4) $ (540.0) Net loss $ (65.9) $ (111.6) $ (425.8) Net loss attributable to DNB (Successor)/ Star Parent (Predecessor) $ (71.7) $ (180.6) $ (546.3) The effective tax rate of DNB for the year ended December 31, 2021 differed by more than 5% from the applicable statutory federal income tax rate of 21.0%, primarily due to the impact of lower consolidated pre-tax loss for the year ended December 31, 2021 compared to the year ended December 31, 2020 and the impact of state apportionment changes to DNB’s net U.S. deferred taxes as a result of their corporate headquarters move to Florida. The effective tax rate of DNB for the year ended December 31, 2020 differed by more than 5% from the applicable statutory federal income tax rate of 21.0%, primarily due to the impact of the CARES Act. Effective January 1, 2021, DNB eliminated the one-month reporting lag for its subsidiaries outside North America and aligned the fiscal year-end for all of its subsidiaries to December 31. DNB applied this change in their accounting policy retrospectively. The effect of this change in accounting policy did not have a material impact to our results of operations or financial condition and is included in our accounting for our investment in DNB for the year ended December 31, 2021. The summarized consolidated financial information above was derived from DNB’s audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020, and from the audited consolidated financial statements of Star Parent as of December 31, 2019 and for the period February 8 to December 31, 2019, and includes the effect of their change in accounting policy. Equity in earnings (losses) of unconsolidated affiliates, net of tax consists of the following (in millions): Year ended December 31, 2021 2020 2019 Equity in losses of unconsolidated affiliates, net of tax $ (7.3) $ (26.1) $ (74.0) Non-cash gain related to DNB's issuance of common stock, net of tax 9.9 88.2 — Sale of an equity method investment, net of tax (1) — 5.0 — Equity in earnings (losses) of unconsolidated affiliates, net of tax $ 2.6 $ 67.1 $ (74.0) (1) On May 15, 2020, we sold our interest in an equity method investment and recognized a gain of $5.0 million, net of tax, which is included in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings for the year ended December 31, 2020. In connection with the sale, we received $8.4 million in cash at closing and recorded a receivable of $1.8 million. In June 2021, we received the remaining $1.8 million. The original investment was not material to Black Knight. On February 15, 2022, we exchanged approximately 36.4 million shares of DNB common stock in connection for a portion of the remaining Class A units in Optimal Blue Holdco we acquired from Cannae and THL. Following this transaction, we own approximately 4.3% of DNB’s outstanding common stock with a fair value of $352.8 million based on the February 14, 2022 closing stock price of $19.10. Refer to Note 2 — Significant Accounting Policies |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (5) Diluted net earnings per share include the effect of unvested restricted stock awards, restricted stock unit awards (“RSUs”) and Optimal Blue Holdco profit interest units (“OB PIUs”). In 2020, the outstanding OB PIUs were excluded from the diluted earnings per share calculations because the effect of their inclusion was antidilutive. The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts): Year ended December 31, 2021 2020 2019 Basic: Net earnings attributable to Black Knight $ 207.9 $ 264.1 $ 108.8 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 155.1 152.0 147.7 Basic net earnings per share $ 1.34 $ 1.74 $ 0.74 Diluted: Net earnings attributable to Black Knight $ 207.9 $ 264.1 $ 108.8 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 155.1 152.0 147.7 Dilutive effect of unvested restricted shares of common stock and OB PIUs 0.7 0.9 0.9 Weighted average shares of common stock, diluted 155.8 152.9 148.6 Diluted net earnings per share $ 1.33 $ 1.73 $ 0.73 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (6) Our service arrangements with related parties are priced within the range of prices we offer to third parties, except for certain corporate services provided to Fidelity National Financial, Inc. and its subsidiaries ("FNF") and DNB and certain corporate services provided by FNF, which are at cost. However, the amounts we earned or that were charged under these arrangements were not negotiated at arm’s length and may not represent the terms that we might have obtained from an unrelated third party. DNB DNB is considered to be a related party primarily due to the combination of our investment in DNB and our shared Chief Executive Officer. Refer to Note 4 — Investments in Unconsolidated Affiliates In June 2021, we entered into a five-year agreement with DNB to provide certain products and data over the term of the agreement, as well as professional services, for an aggregate fee of approximately $34 million over the term of the agreement. As of December 31, 2021, related party deferred revenues were $7.6 million, of which $6.2 million is included in Deferred revenues (current) and $1.4 million is included in Deferred revenues (non-current) in our Consolidated Balance Sheets. During the year ended December 31, 2021, revenues from related parties of $2.9 million are included in our Consolidated Statements of Earnings and Comprehensive Earnings. In June 2021, we also entered into an agreement with DNB for access to certain of their data assets for an aggregate fee of approximately $24 million over the term of the agreement. In addition, we will jointly market certain solutions and data. Related party prepaid fees were $2.3 million as of December 31, 2021, which are included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. During the year ended December 31, 2021, expenses from related parties of $2.3 million are included in Operating expenses in our Consolidated Statements of Earnings and Comprehensive Earnings. In 2020, we entered into a services agreement with DNB. The agreement is cancellable upon mutual agreement. Pursuant to the agreement, we provide DNB certain support services in exchange for fees in an amount of our cost plus a 10% markup. As of December 31, 2020, we had related party receivable of less than $0.1 million from DNB. During the years ended December 31, 2021 and 2020, the services provided were less than $0.1 million, respectively. As of December 31, 2021 we had related party receivable of $0.2 million from DNB. Trasimene During the year ended December 31, 2020, we entered into a non-exclusive advisory services agreement with Trasimene Capital Management, LLC ("Trasimene") for services that may include evaluating, negotiating and closing various acquisition, financing and strategic corporate transactions. Transaction fees for services provided are primarily based on the size of the transaction and do not exceed market rates. Prior to June 16, 2021, Trasimene was considered a related party because the former Chairman of our Board of Directors (the “Board”) owns a controlling interest in Trasimene. As of June 16, 2021, our former Chairman retired from the Board and became our Chairman Emeritus, and Trasimene is no longer considered a related party. During the period January 1, 2021 through June 16, 2021 and the year ended December 31, 2020, we recognized $0.5 million and $8.3 million in fees to Trasimene, respectively, for assistance with acquisitions, which are included in Transition and integration costs in our Consolidated Statements of Earnings and Comprehensive Earnings. FNF We are party to certain agreements with FNF, including agreements that were entered into when we were related parties, to provide software, data and analytics services, as well as corporate shared services and information technology. We are also a party to certain other agreements under which we incur other expenses or receive revenues from FNF. As a result of the spin-off from FNF on September 29, 2017 (the "Distribution"), FNF and Black Knight are separate independent companies. FNF no longer has an ownership interest in us, but was still considered a related party until December 1, 2019 due to the combination of certain shared board members, members of senior management and various agreements. As of December 1, 2019, the former Chairman of our Board, who also serves as the Chairman of FNF’s Board of Directors, no longer serves as one of our executive officers, and FNF is no longer considered a related party. A summary of the revenues and expenses, net from FNF for the period we were related parties is as follows (in millions): For the period January 1 to November 30, 2019 Revenues $ 59.5 Operating expenses 12.5 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (7) Property and equipment, net consist of the following (in millions): December 31, 2021 2020 Computer equipment $ 256.6 $ 238.3 Buildings and improvements 90.5 84.8 Furniture, fixtures and other equipment 12.1 12.4 Land 11.9 11.9 Leasehold improvements 9.8 7.5 Property and equipment 380.9 354.9 Accumulated depreciation and amortization (226.4) (191.8) Property and equipment, net $ 154.5 $ 163.1 |
Computer Software
Computer Software | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Computer Software | (8) Software, net consists of the following (in millions): December 31, 2021 2020 Internally developed software $ 1,123.6 $ 998.5 Purchased software 94.3 89.8 Software 1,217.9 1,088.3 Accumulated amortization (720.9) (590.0) Software, net $ 497.0 $ 498.3 In the fourth quarter of 2019, we entered into agreements to acquire software in exchange for a combination of cash consideration and certain of our products and services. The software was acquired for $32.0 million, of which $6.5 million was received as of December 31, 2019 and resulted in non-cash investing activity of $4.8 million for the year ended December 31, 2019. Software valued at $25.5 million was received in the first quarter of 2020 and resulted in non-cash investing activity of $10.5 million for the year ended December 31, 2020. Estimated amortization expense on software for the next five fiscal years is as follows (in millions): 2022 (1) $ 139.8 2023 136.4 2024 82.5 2025 64.4 2026 36.7 (1) Assumes assets not in service as of December 31, 2021 are placed in service equally throughout the year. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | (9) Other Intangible Assets Other intangible assets consist of the following (in millions): December 31, 2021 December 31, 2020 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying amount amortization amount amount amortization amount Client relationships $ 1,282.2 $ (680.6) $ 601.6 $ 1,206.0 $ (525.9) $ 680.1 Other 22.5 (10.9) 11.6 19.2 (7.0) 12.2 Total intangible assets $ 1,304.7 $ (691.5) $ 613.2 $ 1,225.2 $ (532.9) $ 692.3 Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2022 $ 143.1 2023 118.5 2024 92.4 2025 77.8 2026 63.0 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | (10) Goodwill consists of the following (in millions): Software Data and Solutions Analytics Total Balance, December 31, 2019 $ 2,189.3 $ 172.1 $ 2,361.4 2020 Optimal Blue acquisition (Note 3) 1,206.0 — 1,206.0 2019 and 2020 other acquisitions (Note 3) 20.5 25.5 46.0 Balance, December 31, 2020 3,415.8 197.6 3,613.4 2021 acquisitions (Note 3) 194.7 17.3 212.0 2020 Optimal Blue acquisition (Note 3) (8.1) — (8.1) Balance, December 31, 2021 $ 3,602.4 $ 214.9 $ 3,817.3 The goodwill related to our NexSpring, eMBS, Collateral Analytics and DocVerify acquisitions is fully deductible for tax purposes. The goodwill related to our Top of Mind and Optimal Blue acquisitions is partially deductible for tax purposes. The decrease in goodwill related to a measurement period adjustment for deferred income taxes related to the acquisition of Optimal Blue. Refer to Note 3 – Business Acquisitions |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (11) Long-term debt consists of the following (in millions): December 31, 2021 2020 Term A Loan $ 1,150.0 $ 1,148.4 Revolving Credit Facility 256.0 47.7 Senior Notes 1,000.0 1,000.0 Other 8.9 17.6 Total long-term debt principal 2,414.9 2,213.7 Less: current portion of long-term debt (32.5) (73.0) Long-term debt before debt issuance costs and discount 2,382.4 2,140.7 Less: debt issuance costs and discount (19.8) (18.8) Long-term debt, net of current portion $ 2,362.6 $ 2,121.9 Principal Maturities of Debt As of December 31, 2021, principal maturities, including payments related to our finance leases, are as follows (in millions): 2022 $ 32.7 2023 33.7 2024 57.5 2025 57.5 2026 1,233.5 Thereafter 1,000.0 Total $ 2,414.9 Credit Agreement On April 30, 2018, our indirect subsidiary, BKIS entered into an amended and restated credit and guaranty agreement (the “2018 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The 2018 Credit Agreement was amended on August 7, 2020 to facilitate the issuance of the Senior Notes, as defined below. The 2018 Credit Agreement, as amended, provided for (i) a $1,250.0 million term loan A facility and (ii) a $750.0 million revolving credit facility. Debt Refinancing On March 10, 2021, BKIS entered into a second amended and restated credit and guaranty agreement (the “2021 Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto The 2021 Credit Agreement provides for (i) a $1,150.0 million term loan A facility (the “Term A Loan”) and (ii) a $1,000.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term A Loan, collectively, the “Facilities”), the proceeds of which were used to repay in full the indebtedness outstanding under the 2018 Credit Agreement and to pay related fees and expenses. The Facilities b ear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 50 basis points depending on the total net leverage ratio of Black Knight Financial Services, LLC (“BKFS”), a Delaware limited liability company and the direct parent company of BKIS, and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) and (ii) the Eurodollar rate plus a margin of between 125 and 150 basis points depending on the Consolidated Leverage Ratio. In addition, BKIS pays an unused commitment fee of between 15 and 20 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. The above margins and unused commitment fee are consistent with the 2018 Credit Agreement. As of December 31, 2021, the interest rate for the Facilities was based on the Eurodollar rate plus a margin of 150 basis points. We had $744.0 million capacity on the Revolving Credit Facility, and the unused commitment fee was 20 basis points. The interest rates on the Term A Loan and the Revolving Credit Facility were 1.60% and 1.58%, respectively. The Facilities are guaranteed by BKIS’s wholly-owned domestic restricted subsidiaries, as defined by the 2021 Credit Agreement, and BKFS, and are secured by associated collateral agreements that pledge a lien on the majority of BKIS’s assets and the assets of the guarantors, in each case, subject to customary exceptions. The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage Commencing on March 31, 2022 through and including December 31, 2023 0.625 % Commencing on March 31, 2024 through and including December 31, 2025 1.250 % The remaining principal balance of the Term A Loan and any outstanding loans under the Revolving Credit Facility are due upon maturity on March 10, 2026. As a result of the refinancing, we recognized $2.5 million of expense during the year ended December 31, 2021 in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings. Senior Notes On August 26, 2020, BKIS completed the issuance and sale of $1.0 billion aggregate principal amount of 3.625% senior unsecured notes due 2028 (the "Senior Notes"). The Senior Notes have a coupon rate of 3.625% and mature on September 1, 2028. Interest is paid semi-annually in arrears on September 1 and March 1 of each year, commencing March 1, 2021. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the same guarantors that guarantee the 2018 Credit Agreement (collectively, the “Guarantors”). The Senior Notes are effectively subordinated to any obligations that are secured, including obligations under the 2018 Credit Agreement, to the extent of the value of the assets securing those obligations. The Senior Notes are structurally subordinated to all liabilities of BKIS’ subsidiaries that do not guarantee the Senior Notes. The net proceeds of the offering, along with cash on hand and contributions from Cannae and THL, were used to partially finance the acquisition of Optimal Blue. The Senior Notes were issued pursuant to an indenture (the “Indenture”), dated as of August 26, 2020, between BKIS, the Guarantors and Wells Fargo Bank, National Association, as trustee. BKIS may redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before September 1, 2023 at a redemption price equal to 103.625% of their principal amount plus accrued and unpaid interest, if any, up to, but not including the redemption date. In addition, at any time prior to September 1, 2023, BKIS may redeem some or all of the Senior Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, up to, but not including, the redemption date, plus the “make-whole” premium. Thereafter, BKIS may redeem the Senior Notes, in whole or in part, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. Upon the occurrence of certain events constituting a change of control, BKIS may be required to make an offer to repurchase the Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but not including, the date of purchase. The Senior Notes are subject to customary covenants, including among others, customary events of default. Other Debt As of December 31, 2021, we had the following other financing agreements (in millions): Effective dates Amount Financed Stated rate Imputed rate Payment dates December 31, 2019 (1) $ 16.3 — % 3.3 % January 2, 2020 through January 2, 2023 July 30, 2021 $ 2.3 — % 1.6 % September 1, 2021 through September 1, 2023 (1) On April 1, 2018, we entered into a financing agreement for $32.9 million, with a stated interest rate of 0% and an imputed interest rate of 3.4% , primarily related to certain data processing and maintenance services. On December 31, 2019, we entered into an amendment to the financing agreement for an additional $16.3 million, As of December 31, 2021 and 2020, $3.1 million and $9.5 million, respectively, is included in the Current portion of debt in our Consolidated Balance Sheets and $4.9 million and $6.4 million, respectively, is included in Long-term debt, net of current portion in our Consolidated Balance Sheets. Finance Leases On December 31, 2019, we entered into one-year finance lease agreements, with a stated interest rate of 0% and an imputed interest rate of 3.3% and bargain purchase options for certain computer equipment. On March 31, 2021, we entered into one-year finance lease agreements, with a stated interest rate of 0%, an imputed interest rate of 1.6% and bargain purchase options for certain computer equipment. The finance lease liabilities of $0.8 million and $1.2 million as of December 31, 2021 and 2020, respectively, are included in the Current portion of debt on our Consolidated Balance Sheets. For the years ended December 31, 2021 and 2020, non-cash financing and investing activity was $0.8 million and $1.2 million, respectively, related to the unpaid portion of our finance lease agreements. Refer to Note 14 — Leases Fair Value of Long-Term Debt The fair values of our Facilities and Senior Notes are based upon established market prices for the securities using Level 2 inputs. The fair value of our Facilities approximates their carrying value at December 31, 2021. The fair value of our Senior Notes as of December 31, 2021 was $1,002.5 million compared to its carrying value of $989.6 million, net of original issue discount and debt issuance costs. Interest Rate Swaps We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of December 31, 2021, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Effective dates Notional amount Fixed rates March 31, 2017 through March 31, 2022 $ 200.0 2.08 % April 30, 2018 through April 30, 2023 $ 250.0 2.61 % January 31, 2019 through January 31, 2023 $ 300.0 2.65 % Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (approximately 0.10% as of December 31, 2021). During the years ended December 31, 2021 and 2019, the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rates February 1, 2016 through January 31, 2019 $ 200.0 1.01 % February 1, 2016 through January 31, 2019 $ 200.0 1.01 % September 29, 2017 through September 30, 2021 $ 200.0 1.69 % We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive loss will be reclassified into Interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt. The fair value of our Swap Agreements is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements. It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. We believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the swaps such that the occurrence of future cash flow hedges remains probable. The estimated fair values of our Swap Agreements are as follows (in millions): December 31, Balance sheet accounts 2021 2020 Other current liabilities $ 1.0 $ 2.4 Other non-current liabilities $ 13.9 $ 35.2 A cumulative loss of $14.9 million ($11.1 million net of tax) and $37.6 million ($28.1 million net of tax) is reflected in Accumulated other comprehensive loss as of December 31, 2021 and December 31, 2020, respectively. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive loss ("OCE") on the accompanying Consolidated Statements of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2021 2020 2019 Amount of loss Amount of loss Amount of gain Amount of gain reclassified from Amount of loss reclassified from Amount of loss reclassified from recognized Accumulated OCE recognized Accumulated OCE recognized Accumulated OCE in OCE into Net earnings in OCE into Net earnings in OCE into Net earnings Swap agreements $ 1.7 $ 15.3 $ (23.9) $ 12.2 $ (18.0) $ — Approximately $13.1 million ($9.8 million net of tax) of the balance in Accumulated other comprehensive loss as of December 31, 2021 is expected to be reclassified into Interest expense, net over the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (12) Fair Value of Financial Assets and Liabilities Fair value represents the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial assets and liabilities are determined using the following fair value hierarchy: ● Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. ● Level 2 inputs to the valuation methodology include: ◦ quoted prices for similar assets or liabilities in active markets; ◦ quoted prices for identical or similar assets or liabilities in inactive markets; ◦ inputs other than quoted prices that are observable for the asset or liability; and ◦ inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): December 31, 2021 December 31, 2020 Carrying Fair value Carrying Fair value amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 77.1 $ 77.1 $ — $ — $ 34.7 $ 34.7 $ — $ — Liabilities: Interest rate swaps (Note 11) 14.9 — 14.9 — 37.6 — 37.6 — Contingent consideration (Note 3) 4.9 — — 4.9 3.1 — — 3.1 Redeemable noncontrolling interests 1,188.8 — — 1,188.8 578.0 — — 578.0 The fair value of redeemable noncontrolling interests and contingent consideration was primarily determined based on significant estimates and assumptions, including Level 3 inputs. The estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting the rate inherent in the future cash flows. Refer to Note 2 — Significant Accounting Policies Business Acquisitions The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2020 $ 581.1 Contingent consideration adjustments related to prior year acquisition (1) (2.3) Contingent consideration increase related to current year acquisition 4.1 Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC 610.8 Ending balance, December 31, 2021 $ 1,193.7 (1) The adjustments to contingent consideration for prior year acquisitions are included in Transition and integration costs in the Consolidated Statements of Earnings and Comprehensive Earnings. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (13) Legal and Regulatory Matters In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. PennyMac Litigation On November 5, 2019, Black Knight Servicing Technologies, LLC (“BKST”), an indirect, wholly-owned subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial (the “Black Knight Complaint”) against PennyMac Loan Services, LLC (“PennyMac”) in the Circuit Court for the Fourth Judicial Circuit in and for Duval County, Florida. The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP ® ® ® On October 21, 2020, PennyMac submitted a dispute regarding a Black Knight Origination Technologies, LLC LendingSpace ® ® December 21, 2020, the arbitrator granted Black Knight’s motion to consolidate the arbitrations. On December 8, 2020, Black Knight and PennyMac filed motions for summary judgment concerning the LendingSpace ® ® Shortly after the filing of the Black Knight Complaint, on November 6, 2019, PennyMac filed an Antitrust Complaint (the “PennyMac Complaint”) against Black Knight in the United States District Court for the Central District of California. The PennyMac Complaint included causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law. The PennyMac Complaint sought equitable remedies, damages and other monetary relief, including treble and punitive damages. Generally, PennyMac alleged that Black Knight relies on various anticompetitive, unfair, and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market. Black Knight moved to dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST. On February 13, 2020, the judge granted Black Knight’s motion to transfer the case to Florida and denied as moot the motion to dismiss. On April 17, 2020, PennyMac filed a notice of dismissal of this action without prejudice and indicated that they intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third party claims and/or counterclaims in arbitration. On April 23, 2020, the court entered an order dismissing the action without prejudice and directing that the clerk close the case. On April 28, 2020, PennyMac submitted this matter to the AAA for arbitration. On May 27, 2020, Black Knight filed its answering statement with the AAA. The arbitrator was confirmed by the AAA on July 21, 2020. The arbitrator set Black Knight’s trade secret case for a 10-day final hearing beginning on January 9, 2023, and set PennyMac’s antitrust case for a 10-day final hearing beginning on January 23, 2023. As these cases continue to evolve, it is not possible to reasonably estimate the probability that we will ultimately prevail on our lawsuit or be held liable for the violations alleged in the PennyMac Complaint, nor is it possible to reasonably estimate the ultimate gain or loss, if any, or range of gain or loss that could result from these cases. Other Legal Matter During the year ended December 31, 2020, we recognized a one-time gain of $18.5 million related to the resolution of a legacy legal matter of Lender Processing Services, Inc. ("LPS") in Other (expense) income, net in our Consolidated Statements of Earnings and Comprehensive Earnings. Indemnifications and Warranties We often agree to indemnify our clients against damages and costs resulting from claims of patent, copyright, trademark infringement or breaches of confidentiality associated with use of our software through software licensing agreements. Historically, we have not made any payments under such indemnifications, but continue to monitor the conditions that are subject to the indemnifications to identify whether a loss has occurred that is both probable and estimable that would require recognition. In addition, we warrant to clients that our software operates substantially in accordance with the software specifications. Historically, no costs have been incurred related to software warranties and none are expected in the future, and as such, no accruals for warranty costs have been made. Indemnification Agreement We are party to a cross-indemnity agreement dated December 22, 2014 with ServiceLink Holdings, LLC ("ServiceLink"). Pursuant to this agreement, ServiceLink indemnifies us from liabilities relating to, arising out of or resulting from the conduct of ServiceLink’s business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of LPS and the cause of such action, suit or proceeding relates to the business of ServiceLink. In return, we indemnify ServiceLink for liabilities relating to, arising out of, or resulting from the conduct of our business. Software Subscription, Cloud Computing and Hardware and Software Maintenance Services Agreements We have various software subscription, cloud computing and hardware and software maintenance services agreements with vendors, which are in effect through 2025. As of December 31, 2021, payment obligations for these agreements with initial or remaining terms greater than one year are as follows (in millions): 2022 $ 58.9 2023 54.1 2024 13.2 2025 0.5 Total $ 126.7 Actual amounts could be more or less depending on various factors such as the introduction of significant new technologies or changes in our business needs. Off-Balance Sheet Arrangements We do not have any material off-balance sheet arrangements other than interest rate swaps. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | (14) Operating Leases We have operating leases for corporate offices, data centers and certain equipment. Our leases have remaining lease terms of up to seven years, some of which include escalation clauses, renewal options for up to five years or termination options within one year. Right-of-use assets are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 2 - Significant Accounting Policies December 31, 2021 2020 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 10.7 $ 13.5 Other non-current liabilities 26.4 29.7 Total operating lease liabilities $ 37.1 $ 43.2 As of December 31, 2021, maturities of operating lease liabilities were as follows (in millions): 2022 $ 10.9 2023 9.1 2024 8.1 2025 3.3 2026 2.8 Thereafter 4.7 Total 38.9 Less: imputed interest (1.8) Total $ 37.1 Supplemental information related to operating leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2021 2020 Operating lease cost (1) $ 18.5 $ 18.1 Operating cash outflows related to lease liabilities 13.7 12.4 Non-cash additions for right-of-use assets, net of modifications 6.4 21.5 December 31, 2021 2020 Weighted average remaining lease term (in years) 4.7 5.3 Weighted average discount rate 2.25 % 3.30 % (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. Accelerated right-of-use asset amortization included in operating lease cost was $4.0 million and $2.8 million for the years ended December 31, 2021 and 2020, respectively. Finance Leases On December 31, 2019, we entered into one-year finance lease agreements with a stated rate of 0.0% and an imputed interest rate of 3.3% and bargain purchase options for certain computer equipment. The leased equipment was valued based on the net present value of the minimum lease payments, which was $13.7 million (net of prepaid maintenance and imputed interest of $0.3 million) and is included in Property and equipment, net on our Consolidated Balance Sheets. On March 31, 2021, we entered into one-year finance lease agreements, with a stated interest rate of 0%, an imputed interest rate of 1.6% and bargain purchase options for certain computer equipment. The leased equipment was valued based on the net present value of the minimum lease payments, which was $3.2 million (net of prepaid maintenance and imputed interest of less than $0.1 million) and is included in Property and equipment, net on our Consolidated Balance Sheets. The leased equipment has a useful life of five years and is depreciated on a straight-line basis. Refer to Note 7 — Property and Equipment Finance lease cost for the years ended December 31, 2021 and 2020 included amortization of right-of-use asset of $0.5 million and $2.1 million, respectively, and interest on lease liability of less than $0.1 million and $0.3 million, respectively. Refer to Note 11 — Long – Term Debt |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | (15) Disaggregation of Revenues The following tables summarize revenues from contracts with clients (in millions): Year ended December 31, 2021 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software solutions $ 760.0 $ 347.2 $ 1,107.2 $ 37.0 $ — $ 1,144.2 Professional services 78.9 51.9 130.8 1.5 — 132.3 Data solutions — 2.7 2.7 184.2 — 186.9 Other — 9.3 9.3 2.5 — 11.8 Revenues $ 838.9 $ 411.1 $ 1,250.0 $ 225.2 $ — $ 1,475.2 Year ended December 31, 2020 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software solutions $ 700.1 $ 202.6 $ 902.7 $ 34.1 $ — $ 936.8 Professional services 77.6 45.8 123.4 0.7 (0.4) (1) 123.7 Data solutions — 1.2 1.2 161.4 — 162.6 Other — 12.9 12.9 2.5 — 15.4 Revenues $ 777.7 $ 262.5 $ 1,040.2 $ 198.7 $ (0.4) $ 1,238.5 Year ended December 31, 2019 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software solutions $ 726.1 $ 137.0 $ 863.1 $ 32.2 $ — $ 895.3 Professional services 84.3 46.4 130.7 1.2 (0.5) (1) 131.4 Data solutions — — — 129.4 — 129.4 Other 5.1 13.4 18.5 2.6 — 21.1 Revenues $ 815.5 $ 196.8 $ 1,012.3 $ 165.4 $ (0.5) $ 1,177.2 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. Our Software Solutions segment offers leading software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. These solutions primarily consist of processing and workflow management software applications. Our servicing software solutions primarily include our core servicing software solution that automates loan servicing, including loan setup and ongoing processing, customer service, accounting, reporting to the secondary mortgage market and investors and web-based workflow information systems. Our origination software solutions primarily include our solutions that automate and facilitate the origination of mortgage loans, offer product, pricing and eligibility capabilities, and provide an interconnected network allowing the various parties and systems associated with lending transactions to exchange data quickly and efficiently. Professional services consists of pre-implementation and post-implementation support and services and are primarily billed on a time and materials basis. Professional services may also include dedicated teams provided as part of agreements with software and hosting solutions clients. Our Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, behavioral models, a multiple listing service software solution and other data solutions. Transaction Price Allocated to Future Performance Obligations Our disclosure of transaction price allocated to these future performance obligations excludes the following: ● Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable allocation criteria; ● Performance obligations that are part of a contract with an original expected duration of one year or less; and ● Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation. As of December 31, 2021, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.8 billion and is expected to be recognized as follows: 24% by December 31, 2022 2024 2026 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | (16) Share Repurchase Program On January 31, 2017, our Board of Directors approved a three-year share repurchase program, effective February 3, 2017 (“2017 Repurchase Program”), authorizing us to repurchase up to 10.0 million shares of Black Knight Financial Services, Inc. ("BKFS") Class A common stock through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. In connection with the Distribution, our Board of Directors approved a share repurchase program authorizing the repurchase of shares of BKI common stock consistent with the previous share repurchase program. A summary of share repurchases under our 2017 Share Repurchase program for the periods covered in this report is as follows (in millions, except per share amounts): Shares remaining under repurchase Total number of shares Aggregate purchase Average price paid per authorization as of Year repurchased price share December 31, 2019 0.2 $ 11.9 $ 57.94 3.6 On February 12, 2020, our Board of Directors approved a three-year share repurchase program (“2020 Repurchase Program”) authorizing us to repurchase up to 10.0 million shares of our outstanding common stock through February 12, 2023, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. A summary of share repurchases under our 2020 Repurchase Program for the periods covered in this report is as follows (in millions, except for per share amounts): Shares remaining under repurchase Total number of shares Aggregate purchase Average price paid per authorization as of Year repurchased price share December 31, 2021 2.0 $ 146.7 $ 73.91 8.0 We did not repurchase any shares under the 2020 Repurchase Program during the year ended December 31, 2020. Common Stock Offering On June 19, 2020, we issued and sold 7,130,000 shares of our common stock in an underwritten public offering pursuant to a registration statement filed with the SEC. We received net proceeds of approximately $484.6 million after deducting the underwriters’ discount of $16.3 million. We also incurred costs directly related to the offering of $0.4 million. Omnibus Incentive Plan The Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the "Black Knight Omnibus Plan") provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equivalents. The Black Knight Omnibus Plan is authorized to issue up to 18.5 million shares. As of December 31, 2021, 6.7 million shares were available for future issuance. Awards granted are approved by the Compensation Committee of the Board of Directors. A summary of restricted shares granted is as follows: Number of shares Grant date fair Vesting period Dates granted value per share (in years) Vesting criteria February 15, 2019 (1) 793,863 $ 52.38 3.0 Service and Performance Various other 2019 dates (1) 123,313 54.14 - 63.01 3.0 Service and Performance Various other 2019 dates 19,946 52.25 - 62.50 2.0 - 3.0 Service February 18, 2020 (2) 487,096 74.91 3.0 Service and Performance May 6, 2020 (2) 3,101 72.57 3.0 Service and Performance Various other 2020 dates 37,481 59.45 - 91.64 1.0 - 3.0 Service March 10, 2021 (2) 518,219 76.00 3.0 Service and Performance Various other 2021 dates 188,499 69.84 - 78.44 1.0 - 5.0 Service (1) Performance condition for this award has been satisfied as of December 31, 2021. (2) This award is subject to an independent performance target for each of three consecutive 12-month measurement periods. Vesting of each tranche is independent of the satisfaction of the annual performance target for other tranches. Activity related to restricted stock and RSUs for the periods presented are as follows: Weighted average grant date Shares fair value Balance December 31, 2018 2,077,265 $ 40.77 Granted 937,122 $ 53.84 Forfeited (90,880) $ 46.94 Vested (908,524) $ 39.83 Balance, December 31, 2019 2,014,983 $ 46.99 Granted 527,678 $ 74.62 Forfeited (11,811) $ 63.12 Vested (981,752) $ 44.50 Balance, December 31, 2020 1,549,098 $ 57.86 Granted 706,718 $ 76.12 Forfeited (61,900) $ 72.72 Vested (924,127) $ 53.06 Balance, December 31, 2021 1,269,789 $ 70.79 Equity-based compensation expense related to restricted shares and RSUs was $33.0 million, $38.5 million and $50.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Equity-based compensation includes accelerated recognition of $2.9 million, $0.5 million and $2.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. These expenses are included in Operating expenses in the Consolidated Statements of Earnings and Comprehensive Earnings. As of December 31, 2021, the total unrecognized compensation cost related to non-vested restricted shares of our common stock is $52.8 million, which is expected to be recognized over a weighted average period of approximately 2.2 years. Profits Interests Units On November 24, 2020, there were 6,292 OB PIUs granted to certain members of management, directors, and certain employees, which vest over 3 years, with 100% cliff vesting after the third year. The terms of the OB PIUs provide for the grantees to participate in the excess of Optimal Blue Holdco’s fair value over the initial hurdle amount, which was the fair value of the Optimal Blue Holdco’s Class A members’ initial contributions. If no public offering has been consummated as of the third anniversary of the acquisition of Optimal Blue, holders of the OB PIUs have an option to put their profit interests to us once per quarter for the twelve months that begins six months after the OB PIU holder’s vesting date, and once per year thereafter. The units may be settled in cash or Black Knight common stock or a combination of both at our election and will be settled at the current fair value at the time we receive notice of the put election. As the OB PIUs provide for redemption features not solely within our control, we classify the redemption value outside of permanent equity in redeemable noncontrolling interests. The redemption value is equal to the difference in the per unit fair value of the underlying member units and the hurdle amount, based upon the proportionate required service period rendered to date. The hurdle rate as of the grant date was used to determine the per unit strike price for the calculation. The risk free interest rates used in the calculation of the fair value of the OB PIUs are the rates that correspond to the weighted average expected life of the OB PIUs. The volatility was estimated based on the historical volatility of the comparable public companies’ stock prices over a term equal to the weighted average expected life of the OB PIUs. We used a weighted average risk free interest rate of 0.31%, a volatility assumption of 37.0% and an expected life of 4 years, resulting in a grant date fair value of $4,233 per profits interests unit. The grant date fair value of the OB PIUs granted on November 24, 2020 was $26.6 million. Activity related to OB PIUs for the periods presented are as follows: Weighted average grant date Shares fair value Balance, December 31, 2019 — $ — Granted 6,292 $ 4,233 Forfeited — $ — Vested — $ — Balance, December 31, 2020 6,292 $ 4,233 Granted 70 $ 4,233 Forfeited (155) $ 4,233 Vested — $ — Balance, December 31, 2021 6,207 $ 4,233 Equity-based compensation expense related to the OB PIUs was $8.7 million and $0.9 million for the years December 31, 2021 and 2020, respectively. As of December 31, 2021, the total unrecognized compensation cost related to non-vested OB PIUs is $16.6 million, which is expected to be recognized over a weighted average period of approximately 1.9 years. |
Employee Stock Purchase Plan an
Employee Stock Purchase Plan and 401(k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Purchase Plan and 401(k) Plan | (17) Employee Stock Purchase Plan ("ESPP") The Black Knight, Inc. Employee Stock Purchase Plan (the "Black Knight ESPP"), which was amended and restated as of December 5, 2019, allows our eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. We contribute varying matching amounts as specified in the Black Knight ESPP. Effective January 1, 2020, a one-year holding period was implemented for contributions to the Black Knight ESPP. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. We recorded expense of $8.7 million, $7.1 million and $8.0 million for the years ended December 31, 2021, 2020, and 2019, respectively, relating to the participation of our employees in the Black Knight ESPP. 401(k) Profit Sharing Plan Our employees participate in the Black Knight 401(k) Profit Sharing Plan (the “Black Knight 401(k) Plan”), a qualified 401(k) plan sponsored by our indirect subsidiary BKIS. Under the terms of the plan, as amended, eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee’s total eligible compensation. We recorded expense of $8.4 million, $7.2 million and $6.5 million for the years ended December 31, 2021, 2020 and 2019, respectively, relating to the participation of our employees in the 401(k) plans. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (18) Income tax expense consists of the following (in millions): Year ended December 31, 2021 2020 2019 Current: Federal $ 37.1 $ 41.5 $ 39.5 State 13.1 11.6 9.7 Foreign 1.0 1.0 0.9 Total current 51.2 54.1 50.1 Deferred: Federal (11.5) (10.6) (0.2) State (4.0) (1.9) (8.0) Total deferred (15.5) (12.5) (8.2) Total income tax expense $ 35.7 $ 41.6 $ 41.9 A reconciliation of our federal statutory income tax rate to our effective income tax rate is as follows: Year ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.7 4.2 4.1 Redeemable noncontrolling interests 1.4 1.3 — Tax credits (6.2) (4.6) (2.3) Restricted share vesting (2.7) (2.6) (1.1) Effect of deferred revaluation related to lower blended state tax rate — — (3.3) Prior year return to provision adjustments (2.8) (5.0) (0.9) Effect of Optimal Blue acquisition and related transactions — 1.4 — Non-deductible executive compensation 1.2 1.2 — Unrecognized tax benefit — 1.9 (0.2) Other 1.2 0.1 1.3 Effective tax rate 16.8 % 18.9 % 18.6 % The components of deferred tax assets and liabilities consist of the following (in millions): December 31, 2021 2020 Deferred tax assets: Equity method investments $ 2.6 $ 5.2 Equity-based compensation 4.6 9.7 Deferred revenues 20.5 22.6 Interest rate swaps 3.8 9.5 Other 25.3 24.1 Total deferred tax assets 56.8 71.1 Deferred tax liabilities: Goodwill and other intangible assets (183.4) (170.0) Deferred contract costs (44.1) (42.1) Property, equipment and software (30.2) (32.7) Partnership basis (80.1) (105.4) Other (3.1) (4.9) Total deferred tax liabilities (340.9) (355.1) Net deferred tax liability $ (284.1) $ (284.0) Through acquisition, we have net operating losses subject to Internal Revenue Code 382 limitations, with the majority having an indefinite carryforward. We believe, based on our assessment of our deferred tax liability reversal patterns and projected future earnings that these losses will be utilized. The limitations are such that full utilization is projected within two years of acquisition. During the year ended December 31, 2020, management determined that a reserve for uncertain tax positions was warranted as a result of certain items claimed on amended income tax returns filed for certain prior periods. The methodology used in determining the claimed amounts in the amendment of prior periods is also utilized for the current year and may result in additional reserves. We do not expect the reserve to reverse within the following year. If we were to prevail on our uncertain tax positions, the reversal of this reserve would also be a benefit to our effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2021 2020 Balance, January 1 $ 4.1 $ — Additions based on tax positions of prior years 3.3 2.8 Additions based on tax positions of current year 2.3 1.3 Balance, December 31 $ 9.7 $ 4.1 Our open tax years are 2018, 2019 and 2020 for federal income tax purposes. We have open tax years for state income tax purposes for up to six years based on each state’s laws. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | (19) We generate a significant amount of revenues from large clients. For the years ended December 31, 2021 and 2020, no client accounted for more than 10% of our consolidated revenues. One client accounted for 10% of total revenues for the year ended December 31, 2019. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade receivables and interest rate swaps. |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | (20) ASC Topic 280, Segment Reporting — Revenues Separate discrete financial information is available for these two segments and the operating results of each segment are regularly evaluated by the CODM in order to assess performance and allocate resources. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. EBITDA is earnings before Interest expense, net, Income tax expense and Depreciation and amortization. It also excludes Equity in earnings (losses) of unconsolidated affiliates. We do not allocate Interest expense, Other income, net, Income tax expense, equity-based compensation and certain other items, such as purchase accounting adjustments and acquisition-related costs to the segments, since these items are not considered in evaluating the segments’ overall operating performance. Segment asset information is not included below because we do not use it to evaluate performance or allocate resources. Summarized financial information concerning our segments is shown in the tables below (in millions): Year ended December 31, 2021 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 1,250.0 $ 225.2 $ — (1) $ 1,475.2 Expenses: Operating expenses 536.3 145.0 112.6 (2) 793.9 Transition and integration costs — — 13.3 (3) 13.3 EBITDA 713.7 80.2 (125.9) 668.0 Depreciation and amortization 131.1 15.5 218.4 (4) 365.0 Operating income (loss) 582.6 64.7 (344.3) 303.0 Interest expense, net (83.6) Other expense, net (6.4) Earnings before income taxes and equity in earnings of unconsolidated affiliates 213.0 Income tax expense 35.7 Earnings before equity in earnings of unconsolidated affiliates 177.3 Equity in earnings of unconsolidated affiliates, net of tax 2.6 Net earnings 179.9 Net losses attributable to redeemable noncontrolling interests 28.0 Net earnings attributable to Black Knight $ 207.9 Year ended December 31, 2020 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 1,040.2 $ 198.7 $ (0.4) (1) $ 1,238.5 Expenses: Operating expenses 435.6 133.9 100.1 (2) 669.6 Transition and integration costs — — 31.4 (3) 31.4 EBITDA 604.6 64.8 (131.9) 537.5 Depreciation and amortization 120.9 15.1 134.7 (4) 270.7 Operating income (loss) 483.7 49.7 (266.6) 266.8 Interest expense, net (62.9) Other income, net 16.4 Earnings before income taxes and equity in earnings of unconsolidated affiliates 220.3 Income tax expense 41.6 Earnings before equity in earnings of unconsolidated affiliates 178.7 Equity in earnings of unconsolidated affiliates, net of tax 67.1 Net earnings 245.8 Net losses attributable to redeemable noncontrolling interests 18.3 Net earnings attributable to Black Knight $ 264.1 Year ended December 31, 2019 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 1,012.3 $ 165.4 $ (0.5) (1) $ 1,177.2 Expenses: Operating expenses 412.7 123.4 109.9 (2) 646.0 Transition and integration costs — — 5.4 (3) 5.4 EBITDA 599.6 42.0 (115.8) 525.8 Depreciation and amortization 123.9 15.9 96.4 (4) 236.2 Operating income (loss) 475.7 26.1 (212.2) 289.6 Interest expense, net (63.5) Other expense, net (1.4) Earnings before income taxes and equity in losses of unconsolidated affiliates 224.7 Income tax expense 41.9 Earnings before equity in losses of unconsolidated affiliates 182.8 Equity in losses of unconsolidated affiliates, net of tax (74.0) Net earnings $ 108.8 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $42.9 million, $40.6 million and $51.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. (3) Transition and integration costs primarily consists of costs associated with acquisitions and expense reduction initiatives. (4) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying audited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated. |
Reclassification | Reclassifications Reclassifications have been made to the prior year amounts to conform to the classifications used in 2021. Certain receivables previously included in Trade and other receivables, including receivables from related parties on our Consolidated Statements of Cash Flows are now included in Prepaid expenses and other assets. We also reclassified certain deferred compensation plan assets and liabilities between Prepaid expenses and other assets and Trade accounts payable and other liabilities on our Consolidated Statements of Cash Flows. |
Reporting Segments | Reporting Segments We conduct our operations through two reporting segments, (1) Software Solutions and (2) Data and Analytics. See further discussion in Note 20 — Segment Information |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BKI, its wholly-owned subsidiaries and non-wholly owned subsidiaries in which we have a controlling financial interest either through voting rights or means other than voting rights. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our consolidated balance sheets as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Consolidated Statements of Earnings and Comprehensive Earnings as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight. We consolidate variable interest entities (“VIEs”) if we are considered the primary beneficiary because we have (a) the power to direct matters that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For VIEs where we are not the primary beneficiary and do not control the VIE, but have the ability to exercise significant influence over the VIE, we use the equity method of accounting to report their results. The determination of the primary beneficiary involves judgment. Refer to the “Investments in Unconsolidated Affiliates” section below for additional information related to our equity method investments. Optimal Blue Holdco, LLC (“Optimal Blue Holdco”), a non-wholly owned subsidiary, is considered a VIE. We are the primary beneficiary of Optimal Blue Holdco through our controlling interest and our rights established in the Amended and Restated Limited Liability Company Agreement of Optimal Blue Holdco dated September 15, 2020 (the “OB Holdco LLC Agreement”). The OB Holdco LLC Agreement was amended on November 24, 2020 to reflect the issuance of Class B units (“OB PIUs”), but this amendment did not affect the controlling interest and our rights established in the OB Holdco LLC Agreement. As such, we control Optimal Blue Holdco and its subsidiaries and consolidate its financial position and results of operations. Intercompany transactions between us and Optimal Blue Holdco and its subsidiaries are eliminated in consolidation. On February 15, 2022, we entered into an amended and restated OB Holdco LLC Agreement. Refer to the “Redeemable Noncontrolling Interests” section below and Note 3 — Business Acquisitions |
Management Estimates | Management Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities. Cash and cash equivalents are unrestricted and include the following (in millions): December 31, 2021 2020 Cash $ 24.0 $ 27.1 Cash equivalents 53.1 7.6 Cash and cash equivalents $ 77.1 $ 34.7 |
Trade Receivables, Net | Trade Receivables, Net A summary of Trade receivables, net of allowance for credit losses is as follows (in millions): December 31, 2021 2020 Trade receivables — billed $ 147.4 $ 136.4 Trade receivables — unbilled 47.1 47.9 Trade receivables 194.5 184.3 Allowance for credit losses (2.7) (2.1) Trade receivables, net $ 191.8 $ 182.2 |
Allowance for Credit Losses | Allowance for Credit Losses We record our billed and unbilled trade receivables and contract assets at their amortized cost less an allowance for estimated credit losses that are not expected to be recovered over the assets’ remaining lifetime based on management’s expectation of collectability. We base our estimate on multiple factors including historical experience with bad debts, our relationship with our clients and their credit quality, the aging of respective asset balances, current macroeconomic conditions and management’s expectations of conditions in the future. Our allowance for expected credit losses is based on management’s assessment of the collectability of assets with similar risk characteristics. We pool our respective asset balances based on risk characteristics primarily related to financial asset type, extent of client relationship, product/solution, business division and delinquency status. Subsequent changes in the allowance are recorded in Operating expenses. We write off trade receivables in the period when the likelihood of collection of a trade receivable balance is considered remote. The rollforward of allowance for credit losses for Trace Receivables, net is as follows (in millions): Year ended December 31, 2021 2020 2019 Beginning balance $ (2.1) $ (1.3) $ (1.3) Effect of ASU 2016-13 adoption (1) — (0.5) — Bad debt expense (1.2) (1.2) (1.6) Write-offs, net of recoveries 0.6 0.9 1.6 Ending balance $ (2.7) $ (2.1) $ (1.3) (1) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments — Credit Losses , as well as several other related updates. Refer to section "Recent Accounting Pronouncements" below for details. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in millions): December 31, 2021 2020 Prepaid expenses $ 44.7 $ 39.7 Contract assets, net 23.0 20.9 Income tax receivables 6.5 2.1 Other current assets 8.8 7.7 Prepaid expenses and other current assets $ 83.0 $ 70.4 |
Contract Assets,Deferred Revenues and Revenues | Contract Assets A contract asset represents our expectation of receiving consideration in exchange for products or services that we have provided to our client but invoicing is contingent on our completion of other performance obligations or contractual milestones. Contract assets and liabilities, or deferred revenues, are determined and presented on a net basis at the contract level since the rights and obligations in a contract with a client are interdependent. In contrast, a receivable is our right to consideration that is unconditional except for the passage of time required before payment of that consideration is due. The difference in timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, contract assets and deferred revenues from client advances and deposits. We assess contract assets for impairment. There were no impairment charges related to contract assets for the years presented. Our short-term contract assets are included in Prepaid expenses and other current assets in our Consolidated Balance Sheets. Our long-term contract assets are included in Other non-current assets in our Consolidated Balance Sheets. Refer to the section titled “Other Non-Current Assets” section below. Deferred Revenues Deferred revenues, or contract liabilities, represent our obligation to transfer products or services to our client for which we have received consideration, or an amount of consideration is due, from the client. During the years ended December 31, 2021, 2020 and 2019, revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $48.9 million, $49.5 million and $55.9 million, respectively. Revenues We recognize revenues primarily relating to software and hosting solutions, professional services and data solutions. We are often party to multiple concurrent contracts or contracts that combine multiple solutions and services. These situations require judgment to determine if multiple contracts should be combined and accounted for as a single arrangement. In making this determination, we consider (i) the economics of each individual contract and whether or not it was negotiated on a standalone basis and (ii) if multiple promises represent a single performance obligation. Many times these arrangements include offerings from more than one segment to the same client. At contract inception, we assess the performance obligations, or deliverables, we have agreed to provide in the contract and determine if they are individually distinct or if they should be combined with other performance obligations. We combine performance obligations when an individual performance obligation does not have standalone value to our client. For example, we typically combine the delivery of complex, proprietary implementation-related professional services with the delivery of the related software solution. Contract modifications require judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract or (iii) a cumulative catch-up adjustment to the original contract. When evaluating contract modifications, we must identify the performance obligations of the modified contract and determine both the allocation of revenues to the remaining performance obligations and the period of recognition for each identified performance obligation. We include any fixed consideration within our contracts as part of the total transaction price. Generally, we include an estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not include taxes collected from clients and remitted to governmental authorities. The transaction price is allocated to our performance obligations in proportion to their relative standalone selling prices (“SSP”). SSP is the price for which we would sell a distinct solution or service separately to a client and is determined at contract inception. For a majority of our revenues, we have observable selling prices for our related solutions and services. However, if observable selling prices are not available, establishing SSP requires significant judgment. The estimated SSP considers all reasonably available information, including market conditions, demands, trends, our specific factors and information about the client or class of client. The adjusted market approach is generally used for new solutions and services or when observable inputs are limited or not available. The following describes the nature of our primary sources of revenue and the related revenue recognition policies: Software Solutions Revenues Software solutions revenues are primarily comprised of software as a service (“SaaS”) offerings for various platforms that perform processing and workflow management as well as provide data and analytics. To a lesser extent, we sell software licenses where hosting services may or may not be included in the arrangement. Contracts for software and hosting solutions typically span five to seven years. For our SaaS offerings, we promise our clients to stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of processing services for a specified term. For this reason, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy these performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. We evaluate our variable payment terms related to these revenues, and they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to and recognized on the day in which we perform the related services. Fixed fees for processing services are generally recognized ratably over the contract period. Our software licenses generally have significant standalone functionality to our clients upon delivery. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. In conjunction with software licenses, we commonly provide our clients with additional services such as maintenance as well as associated implementation and other professional services related to the software license. Maintenance is typically comprised of technical support and unspecified updates and upgrades. We generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance. When a software license contract also includes professional services that provide significant modification or customization of the software license, we combine the software license and professional services into a single performance obligation, and revenues for the combined performance obligation are recognized as the professional services are provided consistent with the methods described below for professional services revenues. We have contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the client can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the client to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the client’s control to obtain a copy of the software, and hosting revenue is recognized using the time-elapsed output method as the service is provided. If the software license is not separately identifiable from the hosting service, then the related revenues for the combined performance obligation is recognized ratably over the hosting period. Professional Services Revenues Professional services revenues are generally comprised of implementation, conversion, programming, training and consulting services associated with our SaaS and licensed software agreements. Professional services such as training, dedicated teams and consulting services are generally distinct. Distinct professional services revenues are primarily billed on a time and materials basis, and revenues are recognized over time as the services are performed. A portion of our professional services revenues are derived from contracts for dedicated personnel resources who are often working full-time at a client site and under the client’s direction. These revenues generally recur as contracts are renewed. In assessing whether implementation services provided on SaaS or licensed software agreements are a distinct performance obligation, we consider whether the services are both capable of being distinct (i.e., the client can benefit from the services alone or in combination with other resources that are readily available to the client) and distinct within the context of the contract (i.e., separately identifiable from the other performance obligations in the contract). Professional services that are not distinct from an associated solution or offering are recognized over the common measure of progress for the overall performance obligation (typically a time-elapsed output measure that corresponds to the period over which the solution or offering is made available to the client). Data Solutions Revenues Revenues from data solutions are primarily from licenses for new and historical property ownership data and valuation-related analytical services and are generally distinct. License fees are recognized at a point in time upon delivery. Revenues allocated to data updates are recognized ratably over the period the updates are provided. In addition, to the extent that we provide continuous access to data through a hosted software platform, we recognize revenues ratably over the contract term. |
Property, Plant and Equipment | Property and Equipment, Net Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 are amortized using the straight-line method over the lesser of the initial term of the respective lease or the estimated useful life of such asset. |
Software, Net | Software, Net Software, net includes internally developed software, purchased software, software acquired in business combinations and asset acquisitions, less accumulated amortization. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line method over its remaining estimated useful life. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. The useful life of software acquired in business combinations and purchased software ranges from 3 Internal development costs are accounted for in accordance with ASC Topic 985, Software Costs of Software to Be Sold, Leased, or Marketed Intangibles - Goodwill and Other Internal-Use Software For software products to be sold, leased or marketed, all costs incurred to establish technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers’ salaries, related payroll costs and costs of independent contractors, are capitalized and amortized on a product-by-product basis commencing on the date of general release to clients. We do not capitalize any costs once the product is available for general release to clients. Judgment is required in determining when technological feasibility of a product is established. The timing of when various research and development projects become technologically feasible or ready for release can cause fluctuations in the amount of research and development costs that are expensed or capitalized in any given period. Generally, we amortize capitalized costs on a straight-line basis. However, we use an accelerated amortization method equal to the ratio of revenues generated by the software solution in the current year as a percentage of the estimated current and future revenues over its estimated useful life if that ratio is greater than the percentage to be amortized using the straight-line method. For internal-use software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized commencing on the date the product is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense for software is recorded using the straight-line method over the software’s estimated useful life, generally ranging from 5 |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consist primarily of client relationships that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis, less accumulated amortization. Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 3 Our property records database, which is an intangible asset not subject to amortization, is reviewed for impairment at least annually and is included in Other non-current assets in our Consolidated Balance Sheets. Refer to section . |
Impairment Testing | Impairment Testing Long-lived assets, including property and equipment, software and other intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. We did not have any events or circumstances indicating impairment of our long-lived assets for the years presented. |
Goodwill | Goodwill Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. Goodwill is tested for impairment at the reporting unit level. In evaluating the recoverability of goodwill, we consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit’s last quantitative test, and other factors to determine whether to perform a qualitative test. When performing an annual goodwill impairment analysis based on a review of qualitative factors, we evaluate if events and circumstances exist that lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. The quantitative test includes determining the fair value of a reporting unit based on a weighted average of multiple valuation methods, primarily a combination of an income approach and a market approach, which are Level 3 and Level 2 inputs, respectively. The income approach includes the present value of estimated future cash flows, while the market approach uses earnings multiples of similar guideline public companies or of similar guideline industry transactions. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired and further testing is not required. We did not have any events or circumstances indicating impairment of our goodwill during the years presented. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates Investments in entities that we have the ability to exercise significant influence over, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, investments are recorded at the initial cost and are adjusted for subsequent additional investments and our share of earnings or losses and distributions. We record our share of equity-based compensation expense of unconsolidated affiliates as an adjustment to our investment with a related adjustment to our equity. Star Parent, L.P. (“Star Parent”), a former non-wholly owned subsidiary (and former parent of Dun & Bradstreet Holdings, Inc. (“DNB”)), was considered a VIE. For the 2019 and 2020 periods in which we had a minority interest in Star Parent, we were a limited partner and did not have the power to direct the activities that most significantly affected Star Parent’s economic performance. We did not provide any implicit or explicit liquidity guarantees or principal value guarantees to Star Parent. For these reasons, we were not the primary beneficiary and accounted for our investment using the equity method of accounting. Our investment in Star Parent was recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses were recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. On July 6, 2020, our investment in Star Parent was exchanged for an investment in DNB in conjunction with their initial public offering (“DNB IPO”). We own less than 20% of DNB but are considered to have the ability to exercise significant influence, but not control, primarily through a combination of our investment in DNB, an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the DNB IPO and our shared Chief Executive Officer. For these reasons, we accounted for our investment using the equity method of accounting. Our investment in DNB is recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses are recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to Note 4 – Investments in Unconsolidated Affiliates |
Deferred Contract Costs, Net | Deferred Contract Costs, Net We capitalize incremental contract acquisition costs that relate directly to an existing contract or a specific anticipated contract and are expected to be recovered. Costs that would have been incurred regardless of whether the contract was obtained are expensed as incurred. As a practical expedient, we expense incremental costs of obtaining a contract if the amortization period of the asset would be one year or less. We also consider whether to capitalize costs to fulfill a contract that may be incurred before we commence performance on an obligation. These costs represent incremental, recoverable external costs and certain internal costs that are directly related to the contract and are primarily associated with costs of resources involved in installation of systems, processes and data conversion. Deferred contract costs are amortized on a systematic basis consistent with the transfer to the client of the solutions or services to which the asset relates. We consider the explicit term of the contract with the client, expected renewals and the rate of change related to our solutions in determining the amortization period, which ranges from 5 In the event indications exist that a deferred contract cost asset related to a particular contract may not be recoverable, undiscounted estimated cash flows of the total period over which economic benefits for providing the related products or services are expected to be received are projected and compared to the unamortized deferred contract cost balance. If the projected cash flows and any unrecognized revenues are not adequate to recover the unamortized cost, an impairment charge would be recorded to reduce the carrying amount to the contract’s net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. Amortization expense for deferred contract costs is included in Depreciation and amortization in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to the "Depreciation and Amortization" section below. |
Leases | Leases We determine if an arrangement is a lease at contract inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments according to the arrangement. Operating and finance lease right-of-use assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. We use the implicit rate when it is readily determinable. Otherwise, we use our incremental borrowing rate based on the information available as of the commencement date in determining the present value of lease payments. The lease term we use for the valuation of our right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the expected lease term. From time to time, we may abandon one or more of our leased assets. Upon abandonment, we accelerate the amortization of right-of-use assets within lease expense. Right-of-use assets and lease liabilities are recognized for our leases. Right-of-use assets for our operating leases are included in Other non-current assets in our Consolidated Balance Sheets. Refer to the “Other Non-Current Assets” section below. Right-of-use assets for our finance leases are included in Property and equipment, net in our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment Long-Term Debt Leases |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets consist of the following (in millions): December 31, 2021 2020 Contract assets, net $ 80.2 $ 56.5 Property records database 60.6 60.5 Right-of-use assets 32.9 41.1 Deferred compensation plan related assets 25.2 19.5 Contract credits 23.6 5.0 Prepaid expenses 4.5 4.9 Other 3.3 5.8 Other non-current assets $ 230.3 $ 193.3 |
Trade Accounts Payable and Other Accrued Liabilities | December 31, 2021 2020 Contract assets, net $ 80.2 $ 56.5 Property records database 60.6 60.5 Right-of-use assets 32.9 41.1 Deferred compensation plan related assets 25.2 19.5 Contract credits 23.6 5.0 Prepaid expenses 4.5 4.9 Other 3.3 5.8 Other non-current assets $ 230.3 $ 193.3 |
Other Non-Current Liabilities | Other Non-Current Liabilities Other non-current liabilities consist of the following (in millions): December 31, 2021 2020 Lease liabilities, non-current (Note 14) $ 26.4 $ 29.7 Deferred compensation plan 24.4 19.3 Unrealized losses on interest rate swaps (Note 11) 13.9 35.2 Other 14.0 10.7 Other non-current liabilities $ 78.7 $ 94.9 |
Loss Contingencies | Loss Contingencies ASC Topic 450, Contingencies, Commitments and Contingencies |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Redeemable noncontrolling interests represent the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). As these redeemable noncontrolling interests provide for redemption features not solely within our control, they are presented on our Consolidated Balance Sheets outside of shareholders’ equity. We recognize any changes in the redemption price related to these redeemable noncontrolling interests as they occur through Additional paid-in capital. We had call rights on THL’s and Cannae’s equity interests in Optimal Blue Holdco that were exercisable beginning September 15, 2023 at a call price equal to the greater of (i) the fair market value of such interests and (ii) an amount that would result in the multiple of THL’s or Cannae’s return on investment to equal 2.0, as applicable. In addition, THL and Cannae had the right to put their respective interests in Optimal Blue Holdco at a price equal to the fair market value of such interests to (i) Optimal Blue Holdco if there was a change of control of Black Knight or (ii) Optimal Blue Holdco, Black Knight Technologies ("BKT") or Black Knight that were exercisable beginning September 15, 2023. On February 15, 2022, we entered into a purchase agreement with Cannae and THL and acquired all of their issued and outstanding Class A units of Optimal Blue Holdco through Optimal Blue I, LLC (“Optimal Blue I”), a Delaware limited liability company and our wholly-owned subsidiary, in exchange for aggregate consideration of approximately 36.4 million shares of DNB common stock and $433.5 million in cash, funded with borrowings under our revolving credit facility. The aggregate consideration of $1.156 billion and number of shares of DNB common stock paid to Cannae and THL was based on the 20-day volume-weighted average trading price of DNB for the period ended on February 14, 2022. |
Treasury Shares | Treasury Shares Shares held in treasury are at cost. We charge the cost in excess of par value to Retained earnings when we cancel or retire treasury shares. |
Operating Expenses | Operating Expenses Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses primarily include compensation costs, including equity-based compensation and benefits, software and hardware maintenance costs, professional services fees, rent-related costs, software subscription costs and cloud computing costs. Equity-based compensation is included within Corporate and Other in Note 20 — Segment Information General and administrative expenses, which are primarily included in Operating expenses within Corporate and Other in Note 20 — Segment Information |
Equity-Based Compensation | Equity-Based Compensation We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation The fair value of our restricted stock awards is measured based on the closing market price of our stock on the grant date. The fair value of OB PIUs is measured using the Black-Scholes model. Income tax effects of awards are recorded in our Consolidated Statements of Earnings and Comprehensive Earnings when the awards vest or are settled. We account for forfeitures as they occur. Refer to Note 16 — Equity |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization includes the following (in millions): Year ended December 31, 2021 2020 2019 Other intangible assets $ 159.1 $ 86.6 $ 59.3 Software 131.3 110.4 97.3 Property and equipment 40.4 39.8 36.7 Deferred contract costs 34.2 33.9 42.9 Total $ 365.0 $ 270.7 $ 236.2 Deferred contract costs amortization for the years ended December 31, 2021, 2020 and 2019 includes accelerated amortization of $0.5 million, $0.1 million and $6.2 million, respectively. |
Transition and Integration Costs | Transition and Integration Costs Transition and integration costs represent costs primarily associated with acquisitions, including costs pursuant to purchase agreements and expense reduction initiatives. |
Interest Expense, Net | Interest Expense, Net Interest expense, net consists primarily of interest expense on our borrowings, amortization of our debt issuance costs and original issue discount, payments on our interest rate swaps, commitment fees on our revolving credit facility and administrative agent fees net of capitalized interest and interest income. Debt issuance costs are amortized using the effective interest method over the expected repayment period of the debt. |
Income Taxes | Income Taxes Black Knight is treated as a corporation under applicable federal and state income tax laws. We are subject to income tax in the U.S. and certain state jurisdictions in which we operate and record the tax effects as a part of the tax accounting process of preparing the consolidated financial statements. Our India subsidiary is subject to income tax in India. The tax accounting process involves calculating current tax expense together with assessing basis differences resulting from differing recognition of items for income tax and GAAP accounting purposes. These differences result in current and deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of changes in tax rates and laws in future periods, if any, is reflected in the consolidated financial statements in the period enacted. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable earnings and, to the extent we believe that recovery is not likely, establish a valuation allowance. We believe that based on our historical pattern of taxable earnings, projections of future earnings, tax planning strategies, reversing taxable timing differences and other relevant evidence, we will produce sufficient earnings in the future to realize recorded deferred income tax assets. To the extent we establish a valuation allowance or increase an allowance in a period, we would reflect the increase as expense within Income tax expense in the Consolidated Statements of Earnings and Comprehensive Earnings. Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. We believe our tax positions comply with applicable tax law, and we adequately provide for any known tax contingencies. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense, net earnings or cash flows in the period that determination is made. We record interest and penalties related to income taxes, if any, as a component of Income tax expense on the Consolidated Statements of Earnings and Comprehensive Earnings. Refer to Note 18 — Income Taxes |
Earnings Per Share | Earnings Per Share Basic net earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of common stock outstanding during the period. Diluted net earnings per share includes the effect of unvested restricted stock awards, restricted stock unit awards (“RSUs”) and OB PIUs. Refer to Note 5 — Earnings Per Share |
Business Acquisitions | Business Acquisitions We include the results of operations of acquired businesses beginning on the respective acquisition dates. The purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date, with the excess recorded as goodwill. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date. Acquisition-related costs are expensed as incurred. The fair value of the acquired Software and Other intangible assets are primarily determined using a third-party valuation based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting the risk inherent in the future cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments Credit Losses, Financial Instruments - Credit Losses ("ASC 326") In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenues from Contracts with Customers and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its pre-acquisition financial statements. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 with early adoption permitted, including in an interim period. We early adopted this update in the fourth quarter of 2021 and applied its amendments to each of our 2021 acquisitions. This update did not have a material effect on our consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Not Yet Adopted Pronouncements In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope Reference Rate Reform |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents are unrestricted and include the following (in millions): December 31, 2021 2020 Cash $ 24.0 $ 27.1 Cash equivalents 53.1 7.6 Cash and cash equivalents $ 77.1 $ 34.7 |
Schedule of Trade Receivables, Net | A summary of Trade receivables, net of allowance for credit losses is as follows (in millions): December 31, 2021 2020 Trade receivables — billed $ 147.4 $ 136.4 Trade receivables — unbilled 47.1 47.9 Trade receivables 194.5 184.3 Allowance for credit losses (2.7) (2.1) Trade receivables, net $ 191.8 $ 182.2 |
Allowance for Credit Losses on Financing Receivables | The rollforward of allowance for credit losses for Trace Receivables, net is as follows (in millions): Year ended December 31, 2021 2020 2019 Beginning balance $ (2.1) $ (1.3) $ (1.3) Effect of ASU 2016-13 adoption (1) — (0.5) — Bad debt expense (1.2) (1.2) (1.6) Write-offs, net of recoveries 0.6 0.9 1.6 Ending balance $ (2.7) $ (2.1) $ (1.3) (1) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments — Credit Losses , as well as several other related updates. Refer to section "Recent Accounting Pronouncements" below for details. |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in millions): December 31, 2021 2020 Prepaid expenses $ 44.7 $ 39.7 Contract assets, net 23.0 20.9 Income tax receivables 6.5 2.1 Other current assets 8.8 7.7 Prepaid expenses and other current assets $ 83.0 $ 70.4 |
Other Non-Current Assets | Other non-current assets consist of the following (in millions): December 31, 2021 2020 Contract assets, net $ 80.2 $ 56.5 Property records database 60.6 60.5 Right-of-use assets 32.9 41.1 Deferred compensation plan related assets 25.2 19.5 Contract credits 23.6 5.0 Prepaid expenses 4.5 4.9 Other 3.3 5.8 Other non-current assets $ 230.3 $ 193.3 |
Trade Accounts Payable and Other Accrued Liabilities | Trade accounts payable and other accrued liabilities consist of the following (in millions): December 31, 2021 2020 Accrued interest $ 12.3 $ 12.8 Income taxes payable 11.8 13.6 Lease liabilities, current 10.8 13.5 Trade accounts payable 7.9 8.9 Other taxes payable and accrued 4.8 10.7 Accrued client liabilities 3.8 6.4 Other 24.9 22.2 Trade accounts payable and accrued liabilities $ 76.3 $ 88.1 |
Schedule of other non-current liabilities | Other non-current liabilities consist of the following (in millions): December 31, 2021 2020 Lease liabilities, non-current (Note 14) $ 26.4 $ 29.7 Deferred compensation plan 24.4 19.3 Unrealized losses on interest rate swaps (Note 11) 13.9 35.2 Other 14.0 10.7 Other non-current liabilities $ 78.7 $ 94.9 |
Schedule of Depreciation and Amortization | Depreciation and amortization includes the following (in millions): Year ended December 31, 2021 2020 2019 Other intangible assets $ 159.1 $ 86.6 $ 59.3 Software 131.3 110.4 97.3 Property and equipment 40.4 39.8 36.7 Deferred contract costs 34.2 33.9 42.9 Total $ 365.0 $ 270.7 $ 236.2 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of amounts recognized for assets acquired and liabilities assumed | The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed, including the effect of measurement period adjustments, (in millions): 2021 2020 2020 2019 Acquisitions Optimal Blue (2) Other Acquisitions Acquisition (4) Cash paid $ 307.6 $ 1,828.3 $ 74.1 $ 55.0 Contingent consideration (1) 4.4 — 3.1 9.0 Less: cash acquired (5.0) (29.3) (3.7) (2.2) Total consideration, net $ 307.0 $ 1,799.0 $ 73.5 $ 61.8 Software $ 34.9 $ 79.7 $ 8.2 $ 9.4 Other intangible assets (3) 80.0 610.8 18.1 21.4 Goodwill 212.0 1,197.9 46.9 31.7 Other current and non-current assets 4.3 24.8 4.1 4.4 Total assets acquired 331.2 1,913.2 77.3 66.9 Deferred income taxes 15.8 93.5 — — Current and other non-current liabilities 8.4 20.7 3.8 5.1 Total liabilities assumed 24.2 114.2 3.8 5.1 Net assets acquired $ 307.0 $ 1,799.0 $ 73.5 $ 61.8 (1) The NexSpring purchase agreement requires us to pay additional cash consideration based on NexSpring revenues recognized over the three-year period subsequent to the acquisition. The Collateral Analytics purchase agreement requires us to pay additional cash consideration based on earnings before interest expense, income tax provision and depreciation and amortization ("EBITDA") over a three-year period beginning April 1, 2020. The Compass Analytics purchase agreement required us to pay additional cash consideration based on revenues recognized over a two-year period from the acquisition date. We recorded a contingent consideration liability of $9.0 million as part of the Compass Analytics acquisition. During 2020, an agreement related to the Compass Analytics contingent consideration payout was amended to a set contractual amount. In accordance with ASC Topic 805, Business Combinations ("ASC 805"), we will recognize the majority of the consideration as compensation cost over the related period due to ongoing employment requirements. Refer to Note 12 – Fair Value Measurement (2) During the year ended December 31, 2021, we recorded a measurement period adjustment of $8.1 million primarily reducing deferred income taxes for certain book and tax basis differences as we completed the tax return filings for the pre-acquisition period. (3) Other intangible assets primarily consist of client relationships assets of $76.3 million for the 2021 acquisitions, $602.5 million for the 2020 Optimal Blue acquisition, $16.4 million for the Other 2020 acquisitions and $19.1 million for the 2019 acquisition. (4) During the year ended December 31, 2020, we recorded a measurement period adjustment of $0.9 million to reduce our estimated liabilities for pre-acquisition tax exposure. |
Unaudited Pro Forma Results | Unaudited pro forma results of operations for the years ended December 31, 2020 and 2019, assuming the Optimal Blue acquisition had occurred as of January 1, 2019, are presented below (in millions, except per share amounts): Year ended December 31, 2020 2019 Revenues $ 1,320.0 $ 1,267.3 Net earnings $ 200.6 $ 4.3 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated VIEs | Summarized consolidated financial information for DNB (Successor) and Star Parent (Predecessor) is presented below (in millions): December 31, 2021 2020 Current assets $ 718.0 $ 874.4 Non-current assets 9,279.2 8,345.9 Total assets $ 9,997.2 $ 9,220.3 Current liabilities, including short-term debt $ 1,004.9 $ 828.1 Non-current liabilities 5,247.0 4,808.3 Total liabilities 6,251.9 5,636.4 Total equity 3,745.3 3,583.9 Total liabilities and shareholders' equity $ 9,997.2 $ 9,220.3 For the period Year ended December 31, February 8 to 2021 2020 December 31, 2019 Revenues $ 2,165.6 $ 1,738.7 $ 1,413.9 Loss before provision (benefit) for income taxes and equity in net income of affiliates $ (45.2) $ (226.4) $ (540.0) Net loss $ (65.9) $ (111.6) $ (425.8) Net loss attributable to DNB (Successor)/ Star Parent (Predecessor) $ (71.7) $ (180.6) $ (546.3) |
Equity in (losses) earnings of unconsolidated affiliates | Equity in earnings (losses) of unconsolidated affiliates, net of tax consists of the following (in millions): Year ended December 31, 2021 2020 2019 Equity in losses of unconsolidated affiliates, net of tax $ (7.3) $ (26.1) $ (74.0) Non-cash gain related to DNB's issuance of common stock, net of tax 9.9 88.2 — Sale of an equity method investment, net of tax (1) — 5.0 — Equity in earnings (losses) of unconsolidated affiliates, net of tax $ 2.6 $ 67.1 $ (74.0) (1) On May 15, 2020, we sold our interest in an equity method investment and recognized a gain of $5.0 million, net of tax, which is included in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings for the year ended December 31, 2020. In connection with the sale, we received $8.4 million in cash at closing and recorded a receivable of $1.8 million. In June 2021, we received the remaining $1.8 million. The original investment was not material to Black Knight. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Year ended December 31, 2021 2020 2019 Basic: Net earnings attributable to Black Knight $ 207.9 $ 264.1 $ 108.8 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 155.1 152.0 147.7 Basic net earnings per share $ 1.34 $ 1.74 $ 0.74 Diluted: Net earnings attributable to Black Knight $ 207.9 $ 264.1 $ 108.8 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 155.1 152.0 147.7 Dilutive effect of unvested restricted shares of common stock and OB PIUs 0.7 0.9 0.9 Weighted average shares of common stock, diluted 155.8 152.9 148.6 Diluted net earnings per share $ 1.33 $ 1.73 $ 0.73 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consist of the following (in millions): December 31, 2021 2020 Computer equipment $ 256.6 $ 238.3 Buildings and improvements 90.5 84.8 Furniture, fixtures and other equipment 12.1 12.4 Land 11.9 11.9 Leasehold improvements 9.8 7.5 Property and equipment 380.9 354.9 Accumulated depreciation and amortization (226.4) (191.8) Property and equipment, net $ 154.5 $ 163.1 |
Computer Software (Tables)
Computer Software (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Schedule of Capitalized Software | Software, net consists of the following (in millions): December 31, 2021 2020 Internally developed software $ 1,123.6 $ 998.5 Purchased software 94.3 89.8 Software 1,217.9 1,088.3 Accumulated amortization (720.9) (590.0) Software, net $ 497.0 $ 498.3 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on software for the next five fiscal years is as follows (in millions): 2022 (1) $ 139.8 2023 136.4 2024 82.5 2025 64.4 2026 36.7 (1) Assumes assets not in service as of December 31, 2021 are placed in service equally throughout the year. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2022 $ 143.1 2023 118.5 2024 92.4 2025 77.8 2026 63.0 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Other intangible assets consist of the following (in millions): December 31, 2021 December 31, 2020 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying amount amortization amount amount amortization amount Client relationships $ 1,282.2 $ (680.6) $ 601.6 $ 1,206.0 $ (525.9) $ 680.1 Other 22.5 (10.9) 11.6 19.2 (7.0) 12.2 Total intangible assets $ 1,304.7 $ (691.5) $ 613.2 $ 1,225.2 $ (532.9) $ 692.3 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on software for the next five fiscal years is as follows (in millions): 2022 (1) $ 139.8 2023 136.4 2024 82.5 2025 64.4 2026 36.7 (1) Assumes assets not in service as of December 31, 2021 are placed in service equally throughout the year. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2022 $ 143.1 2023 118.5 2024 92.4 2025 77.8 2026 63.0 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in millions): Software Data and Solutions Analytics Total Balance, December 31, 2019 $ 2,189.3 $ 172.1 $ 2,361.4 2020 Optimal Blue acquisition (Note 3) 1,206.0 — 1,206.0 2019 and 2020 other acquisitions (Note 3) 20.5 25.5 46.0 Balance, December 31, 2020 3,415.8 197.6 3,613.4 2021 acquisitions (Note 3) 194.7 17.3 212.0 2020 Optimal Blue acquisition (Note 3) (8.1) — (8.1) Balance, December 31, 2021 $ 3,602.4 $ 214.9 $ 3,817.3 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in millions): December 31, 2021 2020 Term A Loan $ 1,150.0 $ 1,148.4 Revolving Credit Facility 256.0 47.7 Senior Notes 1,000.0 1,000.0 Other 8.9 17.6 Total long-term debt principal 2,414.9 2,213.7 Less: current portion of long-term debt (32.5) (73.0) Long-term debt before debt issuance costs and discount 2,382.4 2,140.7 Less: debt issuance costs and discount (19.8) (18.8) Long-term debt, net of current portion $ 2,362.6 $ 2,121.9 The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage Commencing on March 31, 2022 through and including December 31, 2023 0.625 % Commencing on March 31, 2024 through and including December 31, 2025 1.250 % |
Schedule of Maturities of Long-term Debt | As of December 31, 2021, principal maturities, including payments related to our finance leases, are as follows (in millions): 2022 $ 32.7 2023 33.7 2024 57.5 2025 57.5 2026 1,233.5 Thereafter 1,000.0 Total $ 2,414.9 |
Schedule of financing agreements | As of December 31, 2021, we had the following other financing agreements (in millions): Effective dates Amount Financed Stated rate Imputed rate Payment dates December 31, 2019 (1) $ 16.3 — % 3.3 % January 2, 2020 through January 2, 2023 July 30, 2021 $ 2.3 — % 1.6 % September 1, 2021 through September 1, 2023 (1) On April 1, 2018, we entered into a financing agreement for $32.9 million, with a stated interest rate of 0% and an imputed interest rate of 3.4% , primarily related to certain data processing and maintenance services. On December 31, 2019, we entered into an amendment to the financing agreement for an additional $16.3 million, |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of December 31, 2021, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (approximately 0.10% as of December 31, 2021). During the years ended December 31, 2021 and 2019, the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rates February 1, 2016 through January 31, 2019 $ 200.0 1.01 % February 1, 2016 through January 31, 2019 $ 200.0 1.01 % September 29, 2017 through September 30, 2021 $ 200.0 1.69 % The estimated fair values of our Swap Agreements are as follows (in millions): December 31, Balance sheet accounts 2021 2020 Other current liabilities $ 1.0 $ 2.4 Other non-current liabilities $ 13.9 $ 35.2 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | Year ended December 31, 2021 2020 2019 Amount of loss Amount of loss Amount of gain Amount of gain reclassified from Amount of loss reclassified from Amount of loss reclassified from recognized Accumulated OCE recognized Accumulated OCE recognized Accumulated OCE in OCE into Net earnings in OCE into Net earnings in OCE into Net earnings Swap agreements $ 1.7 $ 15.3 $ (23.9) $ 12.2 $ (18.0) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): December 31, 2021 December 31, 2020 Carrying Fair value Carrying Fair value amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 77.1 $ 77.1 $ — $ — $ 34.7 $ 34.7 $ — $ — Liabilities: Interest rate swaps (Note 11) 14.9 — 14.9 — 37.6 — 37.6 — Contingent consideration (Note 3) 4.9 — — 4.9 3.1 — — 3.1 Redeemable noncontrolling interests 1,188.8 — — 1,188.8 578.0 — — 578.0 |
Change in Fair Value of Contingent Consideration | The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2020 $ 581.1 Contingent consideration adjustments related to prior year acquisition (1) (2.3) Contingent consideration increase related to current year acquisition 4.1 Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC 610.8 Ending balance, December 31, 2021 $ 1,193.7 (1) The adjustments to contingent consideration for prior year acquisitions are included in Transition and integration costs in the Consolidated Statements of Earnings and Comprehensive Earnings. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | 2022 $ 58.9 2023 54.1 2024 13.2 2025 0.5 Total $ 126.7 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Lease Liabilities | Operating lease liabilities are included in the Consolidated Balance Sheets as follows (in millions): December 31, 2021 2020 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 10.7 $ 13.5 Other non-current liabilities 26.4 29.7 Total operating lease liabilities $ 37.1 $ 43.2 |
Maturity of Operating Lease Liabilities | As of December 31, 2021, maturities of operating lease liabilities were as follows (in millions): 2022 $ 10.9 2023 9.1 2024 8.1 2025 3.3 2026 2.8 Thereafter 4.7 Total 38.9 Less: imputed interest (1.8) Total $ 37.1 |
Supplemental Information | Supplemental information related to operating leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2021 2020 Operating lease cost (1) $ 18.5 $ 18.1 Operating cash outflows related to lease liabilities 13.7 12.4 Non-cash additions for right-of-use assets, net of modifications 6.4 21.5 December 31, 2021 2020 Weighted average remaining lease term (in years) 4.7 5.3 Weighted average discount rate 2.25 % 3.30 % (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. Accelerated right-of-use asset amortization included in operating lease cost was $4.0 million and $2.8 million for the years ended December 31, 2021 and 2020, respectively. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize revenues from contracts with clients (in millions): Year ended December 31, 2021 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software solutions $ 760.0 $ 347.2 $ 1,107.2 $ 37.0 $ — $ 1,144.2 Professional services 78.9 51.9 130.8 1.5 — 132.3 Data solutions — 2.7 2.7 184.2 — 186.9 Other — 9.3 9.3 2.5 — 11.8 Revenues $ 838.9 $ 411.1 $ 1,250.0 $ 225.2 $ — $ 1,475.2 Year ended December 31, 2020 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software solutions $ 700.1 $ 202.6 $ 902.7 $ 34.1 $ — $ 936.8 Professional services 77.6 45.8 123.4 0.7 (0.4) (1) 123.7 Data solutions — 1.2 1.2 161.4 — 162.6 Other — 12.9 12.9 2.5 — 15.4 Revenues $ 777.7 $ 262.5 $ 1,040.2 $ 198.7 $ (0.4) $ 1,238.5 Year ended December 31, 2019 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software solutions $ 726.1 $ 137.0 $ 863.1 $ 32.2 $ — $ 895.3 Professional services 84.3 46.4 130.7 1.2 (0.5) (1) 131.4 Data solutions — — — 129.4 — 129.4 Other 5.1 13.4 18.5 2.6 — 21.1 Revenues $ 815.5 $ 196.8 $ 1,012.3 $ 165.4 $ (0.5) $ 1,177.2 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Class of Treasury Stock | A summary of share repurchases under our 2017 Share Repurchase program for the periods covered in this report is as follows (in millions, except per share amounts): Shares remaining under repurchase Total number of shares Aggregate purchase Average price paid per authorization as of Year repurchased price share December 31, 2019 0.2 $ 11.9 $ 57.94 3.6 A summary of share repurchases under our 2020 Repurchase Program for the periods covered in this report is as follows (in millions, except for per share amounts): Shares remaining under repurchase Total number of shares Aggregate purchase Average price paid per authorization as of Year repurchased price share December 31, 2021 2.0 $ 146.7 $ 73.91 8.0 |
Schedule of Restricted Stock Activity | A summary of restricted shares granted is as follows: Number of shares Grant date fair Vesting period Dates granted value per share (in years) Vesting criteria February 15, 2019 (1) 793,863 $ 52.38 3.0 Service and Performance Various other 2019 dates (1) 123,313 54.14 - 63.01 3.0 Service and Performance Various other 2019 dates 19,946 52.25 - 62.50 2.0 - 3.0 Service February 18, 2020 (2) 487,096 74.91 3.0 Service and Performance May 6, 2020 (2) 3,101 72.57 3.0 Service and Performance Various other 2020 dates 37,481 59.45 - 91.64 1.0 - 3.0 Service March 10, 2021 (2) 518,219 76.00 3.0 Service and Performance Various other 2021 dates 188,499 69.84 - 78.44 1.0 - 5.0 Service (1) Performance condition for this award has been satisfied as of December 31, 2021. (2) This award is subject to an independent performance target for each of three consecutive 12-month measurement periods. Vesting of each tranche is independent of the satisfaction of the annual performance target for other tranches. Activity related to restricted stock and RSUs for the periods presented are as follows: Weighted average grant date Shares fair value Balance December 31, 2018 2,077,265 $ 40.77 Granted 937,122 $ 53.84 Forfeited (90,880) $ 46.94 Vested (908,524) $ 39.83 Balance, December 31, 2019 2,014,983 $ 46.99 Granted 527,678 $ 74.62 Forfeited (11,811) $ 63.12 Vested (981,752) $ 44.50 Balance, December 31, 2020 1,549,098 $ 57.86 Granted 706,718 $ 76.12 Forfeited (61,900) $ 72.72 Vested (924,127) $ 53.06 Balance, December 31, 2021 1,269,789 $ 70.79 |
Schedule of profit interests unit activity | Weighted average grant date Shares fair value Balance, December 31, 2019 — $ — Granted 6,292 $ 4,233 Forfeited — $ — Vested — $ — Balance, December 31, 2020 6,292 $ 4,233 Granted 70 $ 4,233 Forfeited (155) $ 4,233 Vested — $ — Balance, December 31, 2021 6,207 $ 4,233 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense consists of the following (in millions): Year ended December 31, 2021 2020 2019 Current: Federal $ 37.1 $ 41.5 $ 39.5 State 13.1 11.6 9.7 Foreign 1.0 1.0 0.9 Total current 51.2 54.1 50.1 Deferred: Federal (11.5) (10.6) (0.2) State (4.0) (1.9) (8.0) Total deferred (15.5) (12.5) (8.2) Total income tax expense $ 35.7 $ 41.6 $ 41.9 |
Reconciliation of the Federal Statutory Rate to Effective Tax Rate | A reconciliation of our federal statutory income tax rate to our effective income tax rate is as follows: Year ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.7 4.2 4.1 Redeemable noncontrolling interests 1.4 1.3 — Tax credits (6.2) (4.6) (2.3) Restricted share vesting (2.7) (2.6) (1.1) Effect of deferred revaluation related to lower blended state tax rate — — (3.3) Prior year return to provision adjustments (2.8) (5.0) (0.9) Effect of Optimal Blue acquisition and related transactions — 1.4 — Non-deductible executive compensation 1.2 1.2 — Unrecognized tax benefit — 1.9 (0.2) Other 1.2 0.1 1.3 Effective tax rate 16.8 % 18.9 % 18.6 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consist of the following (in millions): December 31, 2021 2020 Deferred tax assets: Equity method investments $ 2.6 $ 5.2 Equity-based compensation 4.6 9.7 Deferred revenues 20.5 22.6 Interest rate swaps 3.8 9.5 Other 25.3 24.1 Total deferred tax assets 56.8 71.1 Deferred tax liabilities: Goodwill and other intangible assets (183.4) (170.0) Deferred contract costs (44.1) (42.1) Property, equipment and software (30.2) (32.7) Partnership basis (80.1) (105.4) Other (3.1) (4.9) Total deferred tax liabilities (340.9) (355.1) Net deferred tax liability $ (284.1) $ (284.0) |
Schedule of Unrecognized Tax Benefits Roll Forward | December 31, 2021 2020 Balance, January 1 $ 4.1 $ — Additions based on tax positions of prior years 3.3 2.8 Additions based on tax positions of current year 2.3 1.3 Balance, December 31 $ 9.7 $ 4.1 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Segment Financial Information | Year ended December 31, 2021 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 1,250.0 $ 225.2 $ — (1) $ 1,475.2 Expenses: Operating expenses 536.3 145.0 112.6 (2) 793.9 Transition and integration costs — — 13.3 (3) 13.3 EBITDA 713.7 80.2 (125.9) 668.0 Depreciation and amortization 131.1 15.5 218.4 (4) 365.0 Operating income (loss) 582.6 64.7 (344.3) 303.0 Interest expense, net (83.6) Other expense, net (6.4) Earnings before income taxes and equity in earnings of unconsolidated affiliates 213.0 Income tax expense 35.7 Earnings before equity in earnings of unconsolidated affiliates 177.3 Equity in earnings of unconsolidated affiliates, net of tax 2.6 Net earnings 179.9 Net losses attributable to redeemable noncontrolling interests 28.0 Net earnings attributable to Black Knight $ 207.9 Year ended December 31, 2020 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 1,040.2 $ 198.7 $ (0.4) (1) $ 1,238.5 Expenses: Operating expenses 435.6 133.9 100.1 (2) 669.6 Transition and integration costs — — 31.4 (3) 31.4 EBITDA 604.6 64.8 (131.9) 537.5 Depreciation and amortization 120.9 15.1 134.7 (4) 270.7 Operating income (loss) 483.7 49.7 (266.6) 266.8 Interest expense, net (62.9) Other income, net 16.4 Earnings before income taxes and equity in earnings of unconsolidated affiliates 220.3 Income tax expense 41.6 Earnings before equity in earnings of unconsolidated affiliates 178.7 Equity in earnings of unconsolidated affiliates, net of tax 67.1 Net earnings 245.8 Net losses attributable to redeemable noncontrolling interests 18.3 Net earnings attributable to Black Knight $ 264.1 Year ended December 31, 2019 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 1,012.3 $ 165.4 $ (0.5) (1) $ 1,177.2 Expenses: Operating expenses 412.7 123.4 109.9 (2) 646.0 Transition and integration costs — — 5.4 (3) 5.4 EBITDA 599.6 42.0 (115.8) 525.8 Depreciation and amortization 123.9 15.9 96.4 (4) 236.2 Operating income (loss) 475.7 26.1 (212.2) 289.6 Interest expense, net (63.5) Other expense, net (1.4) Earnings before income taxes and equity in losses of unconsolidated affiliates 224.7 Income tax expense 41.9 Earnings before equity in losses of unconsolidated affiliates 182.8 Equity in losses of unconsolidated affiliates, net of tax (74.0) Net earnings $ 108.8 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $42.9 million, $40.6 million and $51.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. (3) Transition and integration costs primarily consists of costs associated with acquisitions and expense reduction initiatives. (4) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. |
Basis of Presentation and Ove_2
Basis of Presentation and Overview (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
Significant Accounting Polici_4
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash | $ 24 | $ 27.1 |
Cash equivalents | 53.1 | 7.6 |
Cash and cash equivalents | $ 77.1 | $ 34.7 |
Significant Accounting Polici_5
Significant Accounting Policies - Trade Receivables, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Trade receivables | $ 194.5 | $ 184.3 | ||
Allowance for credit losses | (2.7) | (2.1) | $ (1.3) | $ (1.3) |
Trade receivables, net | 191.8 | 182.2 | ||
Trade receivables - billed | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Trade receivables | 147.4 | 136.4 | ||
Trade receivables - unbilled | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Trade receivables | $ 47.1 | $ 47.9 |
Significant Accounting Polici_6
Significant Accounting Policies - Allowance for credit losses for Trace Receivables (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ (2.1) | $ (1.3) | $ (1.3) |
Bad debt expense | (1.2) | (1.2) | (1.6) |
Write-offs, net of recoveries | 0.6 | 0.9 | 1.6 |
Ending balance | $ (2.7) | (2.1) | (1.3) |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ (0.5) | ||
Ending balance | $ (0.5) |
Significant Accounting Polici_7
Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Prepaid expenses | $ 44.7 | $ 39.7 |
Contract assets, net | 23 | 20.9 |
Income tax receivable | 6.5 | 2.1 |
Other assets current | 8.8 | 7.7 |
Prepaid expenses and other current assets | $ 83 | $ 70.4 |
Significant Accounting Polici_8
Significant Accounting Policies - Property and Equipment, Net & Software, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 30 years |
Furniture, fixtures and other equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Furniture, fixtures and other equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Purchased software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Purchased software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 10 years |
Internally developed software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Internally developed software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 10 years |
Significant Accounting Polici_9
Significant Accounting Policies - Other Intangible Assets, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Client relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Significant Accounting Polic_10
Significant Accounting Policies - Deferred Contract Costs and Interest Expense, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 5 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 10 years |
Significant Accounting Polic_11
Significant Accounting Policies - Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Contract assets, net | $ 80.2 | $ 56.5 |
Property records database | 60.6 | 60.5 |
Right-of-use assets | $ 32.9 | $ 41.1 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Deferred compensation plan related assets | $ 25.2 | $ 19.5 |
Contract Credits | 23.6 | 5 |
Prepaid expenses | 4.5 | 4.9 |
Other | 3.3 | 5.8 |
Other non-current assets | $ 230.3 | $ 193.3 |
Significant Accounting Polic_12
Significant Accounting Policies - Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Income taxes payable | $ 11.8 | $ 13.6 |
Lease liabilities, current | 10.8 | 13.5 |
Trade accounts payable | 7.9 | 8.9 |
Other taxes payable and accrued | 4.8 | 10.7 |
Accrued client liabilities | 3.8 | 6.4 |
Accrued interest | 12.3 | 12.8 |
Other | 24.9 | 22.2 |
Trade accounts payable and accrued liabilities | $ 76.3 | $ 88.1 |
Significant Accounting Polic_13
Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Deferred revenue, amount recognized | $ 48.9 | $ 49.5 | $ 55.9 |
Significant Accounting Polic_14
Significant Accounting Policies - Other Non-Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Lease liabilities, non-current (Note 14) | $ 26.4 | $ 29.7 |
Deferred compensation plan | 24.4 | 19.3 |
Unrealized losses on interest rate swaps (Note 11) | 13.9 | 35.2 |
Other | 14 | 10.7 |
Other non-current liabilities | $ 78.7 | $ 94.9 |
Significant Accounting Polic_15
Significant Accounting Policies - Redeemable Noncontrolling Interests (Details) shares in Millions, $ in Millions | Feb. 15, 2022USD ($)shares | Sep. 15, 2020USD ($) | Jul. 26, 2020 | Dec. 31, 2021 |
Optimal Blue Holdco, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Cash paid | $ 1,828.3 | |||
Total purchase price consideration | 1,799 | |||
Optimal Blue Holdco, LLC | Subsequent Event | ||||
Noncontrolling Interest [Line Items] | ||||
Equity interest owned (as a percent) | 100.00% | |||
Optimal Blue Holdco, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Threshold return on investment for call rights on redeemable noncontrolling interests | 2 | |||
Cash paid | $ 762 | |||
Optimal Blue Holdco, LLC | Subsequent Event | ||||
Noncontrolling Interest [Line Items] | ||||
Cash paid | $ 433.5 | |||
Number of shares sold | shares | 36.4 | |||
Total purchase price consideration | $ 1,156 | |||
Optimal Blue Holdco, LLC | Cannae Holdings, LLC and Thomas H. Lee Partners, LP | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 40.00% |
Significant Accounting Polic_16
Significant Accounting Policies - Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Deferred contract costs | $ 34.2 | $ 33.9 | $ 42.9 |
Depreciation and amortization | 365 | 270.7 | 236.2 |
Accelerated amortization of deferred charges | 0.5 | 0.1 | 6.2 |
Other Intangible Assets | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 159.1 | 86.6 | 59.3 |
Computer software | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 131.3 | 110.4 | 97.3 |
Property and equipment | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | $ 40.4 | $ 39.8 | $ 36.7 |
Significant Accounting Polic_17
Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Retained earnings (accumulated deficit) | $ 968.2 | $ 757.4 | ||
Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Retained earnings (accumulated deficit) | $ 1.1 | |||
Accounting Standards Update 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Retained earnings (accumulated deficit) | $ 1 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Sep. 15, 2020 | Jul. 26, 2020 | Sep. 13, 2019 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 07, 2021 | May 17, 2021 |
Business Acquisition [Line Items] | |||||||||
Contributions received for redeemable noncontrolling interests | $ 0 | $ 578 | |||||||
Transition and integration costs | (13.3) | $ (31.4) | $ (5.4) | ||||||
Measurement period adjustment reduction | 8.1 | ||||||||
Optimal Blue Holdco, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 762 | ||||||||
Ownership interest in consolidated subsidiary (as a percent) | 60.00% | 60.00% | |||||||
Optimal Blue Holdco, LLC | Cannae Holdings, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Contributions received for redeemable noncontrolling interests | $ 289 | ||||||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 20.00% | ||||||||
Optimal Blue Holdco, LLC | Black Knight Infoserv, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Notes receivable due to subsidiary | $ 500 | ||||||||
Interest rate on note receivable to subsidiary (percent) | 6.125% | ||||||||
Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | 307.6 | ||||||||
Total purchase price consideration | 307 | ||||||||
Contingent consideration | 4.4 | ||||||||
Direct transaction costs | 3.8 | ||||||||
eMBS | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest acquired (percent) | 100.00% | ||||||||
Top of Mind | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest acquired (percent) | 100.00% | ||||||||
Optimal Blue Holdco, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 1,828.3 | ||||||||
Revenue of acquiree | $ 37.6 | ||||||||
Acquisition-related transaction costs | $ 3.8 | $ (15) | |||||||
Pre-tax loss of acquiree | $ 19 | ||||||||
Total purchase price consideration | $ 1,799 | ||||||||
Direct transaction costs | 15 | ||||||||
Acquisitions in 2019 | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 55 | ||||||||
Total purchase price consideration | 61.8 | ||||||||
Contingent consideration | 9 | ||||||||
Direct transaction costs | $ 0.2 | ||||||||
Compass Analytics | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 9 | ||||||||
Measurement period adjustment reduction | $ 0.9 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Consideration and Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 15, 2020 | Sep. 13, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,817.3 | $ 3,613.4 | $ 2,361.4 | ||
Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 307.6 | ||||
Contingent consideration | 4.4 | ||||
Less: cash acquired | (5) | ||||
Total consideration, net | 307 | ||||
Software | 34.9 | ||||
Other intangible assets | 80 | ||||
Goodwill | 212 | ||||
Other current and non-current assets | 4.3 | ||||
Total assets acquired | 331.2 | ||||
Deferred income taxes | 15.8 | ||||
Current and other non-current liabilities | 8.4 | ||||
Total liabilities assumed | 24.2 | ||||
Net assets acquired | 307 | ||||
Acquisitions | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Other intangible assets | 76.3 | ||||
Optimal Blue Holdco, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 1,828.3 | ||||
Less: cash acquired | (29.3) | ||||
Total consideration, net | 1,799 | ||||
Software | 79.7 | ||||
Other intangible assets | 610.8 | ||||
Goodwill | 1,197.9 | ||||
Other current and non-current assets | 24.8 | ||||
Total assets acquired | 1,913.2 | ||||
Deferred income taxes | 93.5 | ||||
Current and other non-current liabilities | 20.7 | ||||
Total liabilities assumed | 114.2 | ||||
Net assets acquired | $ 1,799 | ||||
Optimal Blue Holdco, LLC | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Other intangible assets | 602.5 | ||||
Other Acquisitions in 2020 | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 74.1 | ||||
Contingent consideration | 3.1 | ||||
Less: cash acquired | (3.7) | ||||
Total consideration, net | 73.5 | ||||
Software | 8.2 | ||||
Other intangible assets | 18.1 | ||||
Goodwill | 46.9 | ||||
Other current and non-current assets | 4.1 | ||||
Total assets acquired | 77.3 | ||||
Current and other non-current liabilities | 3.8 | ||||
Total liabilities assumed | 3.8 | ||||
Net assets acquired | $ 73.5 | ||||
Other Acquisitions in 2020 | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Other intangible assets | 16.4 | ||||
Acquisitions in 2019 | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 55 | ||||
Contingent consideration | 9 | ||||
Less: cash acquired | (2.2) | ||||
Total consideration, net | 61.8 | ||||
Software | 9.4 | ||||
Other intangible assets | 21.4 | ||||
Goodwill | 31.7 | ||||
Other current and non-current assets | 4.4 | ||||
Total assets acquired | 66.9 | ||||
Current and other non-current liabilities | 5.1 | ||||
Total liabilities assumed | 5.1 | ||||
Net assets acquired | $ 61.8 | ||||
Acquisitions in 2019 | Client relationships | |||||
Business Acquisition [Line Items] | |||||
Other intangible assets | $ 19.1 |
Business Acquisitions - Estimat
Business Acquisitions - Estimated Useful Lives of Assets Acquired (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Sep. 15, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Property and equipment, useful life (in years) | 5 years | |
Acquisitions | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Software | $ 34.9 | |
Other intangible assets | 80 | |
Acquisitions | Client relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 76.3 | |
Optimal Blue Holdco, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Software | $ 79.7 | |
Other intangible assets | $ 610.8 | |
Optimal Blue Holdco, LLC | Client relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | $ 602.5 |
Business Acquisitions - Unaudit
Business Acquisitions - Unaudited Pro Form Results (Details) - Optimal Blue Holdco, LLC - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenues | $ 1,320 | $ 1,267.3 |
Net earnings | $ 200.6 | $ 4.3 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jan. 08, 2021 | Jul. 06, 2020 | Jul. 01, 2019 | Feb. 08, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 15, 2022 | Feb. 14, 2022 | Jun. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | |||||||
Investment amount | $ 17.6 | $ 375 | $ 492.6 | |||||||
Receivable from sale of equity investment, noncurrent | $ 1.8 | $ 1.8 | ||||||||
Proceeds from sale of investment in unconsolidated affiliate | 8.4 | |||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | 5 | |||||||||
D&B Investment | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity interest acquired (percent) | 13.00% | 18.10% | ||||||||
D&B Investment | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Payments to acquire interest in affiliate | $ 100 | |||||||||
Shares owned by affiliates of THL immediately after each offering (shares) | 54.8 | |||||||||
Ownership interest (percent) | 13.00% | |||||||||
Share price (in USD per share) | $ 20.49 | |||||||||
Fair value of investment | $ 1,123.9 | |||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 5 | |||||||||
D&B Investment | Subsequent Event | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest (percent) | 4.30% | |||||||||
Share price (in USD per share) | $ 19.10 | |||||||||
Fair value of investment | $ 352.8 | |||||||||
D&B Investment | Bisnode Business Information Group AB | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Issuance of common stock (in shares) | 6.2 | |||||||||
Ownership interest (percent) | 12.80% | |||||||||
D&B Investment | IPO | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Issuance of common stock (in shares) | 90 | |||||||||
Price per share (in USD per share) | $ 22 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 2,400 | |||||||||
D&B Investment | Underwriters' Option | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Issuance of common stock (in shares) | 11.7 | |||||||||
D&B Investment | Private Placement | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 400 |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliates - Unconsolidated VIE (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Assets | $ 6,350.9 | $ 6,090.5 |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | $ 9,997.2 | $ 9,220.3 |
Investments in Unconsolidated_5
Investments in Unconsolidated Affiliates - Summarized Financial Information (Details) - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Variable Interest Entity [Line Items] | |||||
Current assets | $ 352.1 | $ 287.3 | |||
Total assets | 6,350.9 | 6,090.5 | |||
Current liabilities, including short-term debt | 264.8 | 291.3 | |||
Total liabilities | 3,071.7 | 2,884.8 | |||
Total shareholders' equity | $ 1,898.5 | 2,090.4 | 2,627.7 | $ 1,898.5 | $ 1,786.5 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | 6,350.9 | 6,090.5 | |||
Revenues | 1,475.2 | 1,238.5 | 1,177.2 | ||
Income (loss) before provision for income taxes and equity in net income of affiliates | 213 | 220.3 | 224.7 | ||
Net income (loss) | 179.9 | 245.8 | 108.8 | ||
Net earnings attributable to Black Knight | 207.9 | 264.1 | $ 108.8 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 718 | 874.4 | |||
Non-current assets | 9,279.2 | 8,345.9 | |||
Total assets | 9,997.2 | 9,220.3 | |||
Current liabilities, including short-term debt | 1,004.9 | 828.1 | |||
Non-current liabilities | 5,247 | 4,808.3 | |||
Total liabilities | 6,251.9 | 5,636.4 | |||
Total shareholders' equity | 3,745.3 | 3,583.9 | |||
Total liabilities, redeemable noncontrolling interests and shareholders' equity | 9,997.2 | 9,220.3 | |||
Revenues | 1,413.9 | 2,165.6 | 1,738.7 | ||
Income (loss) before provision for income taxes and equity in net income of affiliates | (540) | (45.2) | (226.4) | ||
Net income (loss) | (425.8) | (65.9) | (111.6) | ||
Net earnings attributable to Black Knight | $ (546.3) | $ (71.7) | $ (180.6) |
Investments in Unconsolidated_6
Investments in Unconsolidated Affiliates - Earnings of Unconsolidated Entities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings of unconsolidated affiliates, net of tax | $ 2.6 | $ 67.1 | $ (74) |
Non-cash gain related to DNB's issuance of common stock, net of tax | 9.9 | 88.2 | |
Equity Method Investment, Realized Gain (Loss) on Disposal | 5 | ||
D&B Investment | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings of unconsolidated affiliates, net of tax | 2.6 | 67.1 | (74) |
Equity Method Investment, Realized Gain (Loss) on Disposal | 5 | ||
D&B Investment | Prior to change in accounting policy | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings of unconsolidated affiliates, net of tax | $ (7.3) | $ (26.1) | $ (74) |
Investments in Unconsolidated_7
Investments in Unconsolidated Affiliates - Sale of Investment (Details) - D&B Investment - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 15, 2022 | Feb. 14, 2022 | Dec. 31, 2021 | Jul. 06, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest (percent) | 13.00% | |||
Fair value of investment | $ 1,123.9 | |||
Share price (in USD per share) | $ 20.49 | |||
Subsequent Event | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of shares sold | 36.4 | |||
Ownership interest (percent) | 4.30% | |||
Fair value of investment | $ 352.8 | |||
Share price (in USD per share) | $ 19.10 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic: | |||
Net earnings attributable to Black Knight | $ 207.9 | $ 264.1 | $ 108.8 |
Shares used for basic net earnings per share: | |||
Weighted average shares of common stock outstanding | 155.1 | 152 | 147.7 |
Basic net earnings per share (in dollars per share) | $ 1.34 | $ 1.74 | $ 0.74 |
Shares used for diluted net earnings per share: | |||
Weighted average shares of common stock outstanding | 155.1 | 152 | 147.7 |
Dilutive effect of unvested restricted shares of common stock and OB PIUs | 0.7 | 0.9 | 0.9 |
Weighted average shares of common stock, diluted | 155.8 | 152.9 | 148.6 |
Diluted net earnings per share (in dollars per share) | $ 1.33 | $ 1.73 | $ 0.73 |
Related Party Transactions - DN
Related Party Transactions - DNB (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Fee as a percentage of qualified revenue | 10.00% | |
Deferred Revenue, Current | $ 64.6 | $ 50.9 |
Deferred Revenue, Noncurrent | $ 81.5 | 92.7 |
D&B Investment | ||
Related Party Transaction [Line Items] | ||
Agreement term | 5 years | |
Related party receivables | $ 0.2 | 0.1 |
Related party revenues | 2.9 | |
D&B Investment | Maximum | ||
Related Party Transaction [Line Items] | ||
Related party revenues | $ 0.1 | |
D&B Investment | Products And Data [Member] | ||
Related Party Transaction [Line Items] | ||
Amount of agreement | 34 | |
D&B Investment | Professional services | ||
Related Party Transaction [Line Items] | ||
Deferred Revenue | 7.6 | |
Deferred Revenue, Current | 6.2 | |
Deferred Revenue, Noncurrent | 1.4 | |
D&B Investment | Access to Certain Data Assets [Member] | ||
Related Party Transaction [Line Items] | ||
Amount of agreement | 24 | |
Related party expenses | $ 2.3 |
Related Party Transactions - Tr
Related Party Transactions - Trasimene (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Trasimene Capital Management, LLC | ||
Related Party Transaction [Line Items] | ||
Acquisition-related transaction costs | $ 0.5 | $ 8.3 |
Related Party Transactions - FN
Related Party Transactions - FNF (Details) - FNF $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Related Party Transaction [Line Items] | |
Related party revenues | $ 59.5 |
Operating expenses | |
Related Party Transaction [Line Items] | |
Related party expenses, net | $ 12.5 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 380.9 | $ 354.9 |
Accumulated depreciation and amortization | (226.4) | (191.8) |
Property and equipment, net | 154.5 | 163.1 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 256.6 | 238.3 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 90.5 | 84.8 |
Furniture, fixtures and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 12.1 | 12.4 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11.9 | 11.9 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 9.8 | $ 7.5 |
Software - Additional Informati
Software - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Software | $ 1,088.3 | $ 1,217.9 | |||
Accumulated amortization | (590) | (720.9) | |||
Computer software, net | 498.3 | 497 | |||
Internally developed software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Software | 998.5 | 1,123.6 | |||
Software And Software Development Costs | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Software | 89.8 | $ 94.3 | |||
Software acquisition agreement | $ 32 | $ 32 | |||
Software received | $ 25.5 | $ 6.5 | |||
Noncash investing addition | $ 10.5 | $ 4.8 |
Software - Estimated Amortizati
Software - Estimated Amortization Expense on Software (Details) - Internally developed and purchased software $ in Millions | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 | $ 139.8 |
2023 | 136.4 |
2024 | 82.5 |
2025 | 64.4 |
2026 | $ 36.7 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,304.7 | $ 1,225.2 |
Accumulated amortization | (691.5) | (532.9) |
Net carrying amount | 613.2 | 692.3 |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,282.2 | 1,206 |
Accumulated amortization | (680.6) | (525.9) |
Net carrying amount | 601.6 | 680.1 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 22.5 | 19.2 |
Accumulated amortization | (10.9) | (7) |
Net carrying amount | $ 11.6 | $ 12.2 |
Other Intangible Assets - Estim
Other Intangible Assets - Estimated Amortization Expense (Details) - Total Other Intangible Assets [Member] $ in Millions | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 143.1 |
2023 | 118.5 |
2024 | 92.4 |
2025 | 77.8 |
2026 | $ 63 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 3,613.4 | $ 2,361.4 |
Goodwill, ending balance | 3,817.3 | 3,613.4 |
Optimal Blue Holdco, LLC | ||
Goodwill [Roll Forward] | ||
Acquisitions | (8.1) | (1,206) |
Other Acquisitions | ||
Goodwill [Roll Forward] | ||
Acquisitions | (46) | |
2021 acquisitions | ||
Goodwill [Roll Forward] | ||
Acquisitions | (212) | |
Operating Segments | Software Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 3,415.8 | 2,189.3 |
Goodwill, ending balance | 3,602.4 | 3,415.8 |
Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 197.6 | 172.1 |
Goodwill, ending balance | 214.9 | 197.6 |
Operating Segments | Optimal Blue Holdco, LLC | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | (8.1) | (1,206) |
Operating Segments | Other Acquisitions | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | (20.5) | |
Operating Segments | Other Acquisitions | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ (25.5) | |
Operating Segments | 2021 acquisitions | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | (194.7) | |
Operating Segments | 2021 acquisitions | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ (17.3) |
Long-Term Debt - Long-term Debt
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt principal | $ 2,414.9 | $ 2,213.7 |
Less: current portion of long-term debt | (32.5) | (73) |
Long-term debt before debt issuance costs and discount | 2,382.4 | 2,140.7 |
Less: debt issuance costs and discount | (19.8) | (18.8) |
Long-term debt, net of current portion | 2,362.6 | 2,121.9 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 8.9 | 17.6 |
Term Loan | Term A Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 1,150 | 1,148.4 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 256 | 47.7 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | $ 1,000 | $ 1,000 |
Long-Term Debt - Principal Matu
Long-Term Debt - Principal Maturities of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2022 | $ 32.7 | |
2023 | 33.7 | |
2024 | 57.5 | |
2025 | 57.5 | |
2026 | 1,233.5 | |
Thereafter | 1,000 | |
Total long-term debt principal | $ 2,414.9 | $ 2,213.7 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 10, 2021 | Apr. 30, 2018 | |
Debt Instrument [Line Items] | |||
Debt Refinancing Costs | $ 2.5 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount unused on the Revolving Credit Facility | $ 744 | ||
Amended and Restated Credit Agreement | Term A Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,150 | $ 1,250 | |
Amended and Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,000 | $ 750 | |
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee (as a percent) | 0.20% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Eurodollar | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee (as a percent) | 0.15% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.25% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | Eurodollar | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.25% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee (as a percent) | 0.20% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.50% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | Eurodollar | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Term Loan | Term A Loan | |||
Debt Instrument [Line Items] | |||
Term loans, interest rate at period end (as a percent) | 1.60% | ||
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility, interest rate at period end (as a percent) | 1.58% |
Long-Term Debt - Payment Dates
Long-Term Debt - Payment Dates and Percentages (Details) - Term Loan - Term A Loan | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 0.625% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.25% |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - Senior Notes $ in Billions | Aug. 26, 2020USD ($) |
Debt Instrument [Line Items] | |
Principal amount of debt | $ 1 |
Stated interest rate | 3.625% |
Redemption Using Proceeds Of Certain Equity Offerings Before September 1, 2023 | |
Debt Instrument [Line Items] | |
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% |
Redemption price, percentage | 103.625% |
Redemption Including Make-Whole Payment Before September 1, 2023 | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 100.00% |
Redemption price in case of change of control, percentage | 101.00% |
Long-Term Debt - Other Debt and
Long-Term Debt - Other Debt and FV (Details) - USD ($) $ in Millions | Jul. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2019 | Apr. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 26, 2020 |
Debt Instrument [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Other Debt, Current | $ 3.1 | $ 9.5 | |||||
Other Debt, Noncurrent | $ 4.9 | $ 6.4 | |||||
Remaining lease term | 1 year | 1 year | 7 years | ||||
Finance lease, stated rate | 0.00% | 0.00% | |||||
Finance lease, imputed interest rate | 1.60% | 3.30% | |||||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt, Current Maturities | Long-term Debt, Current Maturities | |||||
Non-cash financing and investing activity related to unpaid portion of finance lease agreements | $ 0.8 | $ 1.2 | |||||
Current Portion Of Long Term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Finance lease liability | 0.8 | $ 1.2 | |||||
Other Debt | |||||||
Debt Instrument [Line Items] | |||||||
Amount Financed | $ 2.3 | $ 16.3 | $ 32.9 | ||||
Stated interest rate | 0.00% | 0.00% | |||||
Imputed rate | 1.60% | 1.60% | 3.30% | 3.40% | |||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 3.625% | ||||||
Long-term Debt, Fair Value | 1,002.5 | ||||||
Long-term debt | $ 989.6 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Sep. 29, 2017 | Mar. 31, 2017 | Feb. 01, 2016 | ||
Derivative [Line Items] | |||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 17 | $ (11.7) | $ (18) | ||||||
Unrealized holding losses, net of tax(1) | [1] | 1.7 | (23.9) | $ (18) | |||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Month, Gross | 13.1 | ||||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 9.8 | ||||||||
Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount Per Derivative Instrument | $ 200 | ||||||||
Derivative, Fixed Interest Rate | 2.65% | 2.61% | 1.69% | 1.01% | |||||
Derivative, Gain (Loss) on Derivative, Net | 14.9 | 37.6 | |||||||
Unrealized holding losses, net of tax(1) | $ 11.1 | $ 28.1 | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount Per Derivative Instrument | $ 300 | $ 250 | $ 200 | $ 200 | |||||
Derivative, Fixed Interest Rate | 2.08% | ||||||||
Derivative, Basis Spread on Variable Rate | 0.10% | ||||||||
[1] | Net of income expense of $0.6 million and net of income tax benefit of $8.1 million and $6.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Long-Term Debt - Swap Agreement
Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 1 | $ 2.4 |
Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 13.9 | $ 35.2 |
Long-Term Debt - Effect of Deri
Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) - Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] - Interest Rate Swap - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ 1.7 | $ (23.9) | $ (18) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 15.3 | $ 12.2 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 77.1 | $ 34.7 |
Liabilities: | ||
Interest rate swaps | 14.9 | 37.6 |
Contingent consideration | 4.9 | 3.1 |
Redeemable noncontrolling interests | 1,188.8 | 578 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 77.1 | 34.7 |
Level 2 | ||
Liabilities: | ||
Interest rate swaps | 14.9 | 37.6 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 4.9 | 3.1 |
Redeemable noncontrolling interests | $ 1,188.8 | $ 578 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change In Fair Value Of Contingent Consideration (Details) - Level 3 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Fair value of liabilities | $ 1,193.7 | $ 581.1 |
Compass Analytics | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (2.3) | |
Optimal Blue Holdco, LLC | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 610.8 | |
Collateral Analytics and DocVerify | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 4.1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Gain on resolution of legacy legal matter | $ 18.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Payments for Data Processing and Services Agreements (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 58.9 |
2023 | 54.1 |
2024 | 13.2 |
2025 | 0.5 |
Total | $ 126.7 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||||
Remaining lease term | 1 year | 1 year | 7 years | 1 year | |
Renewal term | 5 years | ||||
Cancellation period | 1 year | ||||
Finance lease period | 1 year | ||||
Finance lease, stated rate | 0.00% | 0.00% | 0.00% | ||
Finance lease, imputed interest rate | 1.60% | 3.30% | |||
Leased equipment, useful life (in years) | 5 years | ||||
Leased equipment | $ 3.2 | $ 13.7 | $ 13.7 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | ||
Finance lease, imputed interest | $ 0.1 | $ 0.3 | $ 0.3 | ||
Finance lease cost, amortization | $ 0.5 | $ 2.1 | |||
Finance lease cost, interest | $ 0.1 | $ 0.3 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Trade accounts payable and other accrued liabilities | $ 10.7 | $ 13.5 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Trade accounts payable and other accrued liabilities | Trade accounts payable and other accrued liabilities |
Other non-current liabilities | $ 26.4 | $ 29.7 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Total operating lease liabilities | $ 37.1 | $ 43.2 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total operating lease liabilities | Total operating lease liabilities |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 10.9 | |
2023 | 9.1 | |
2024 | 8.1 | |
2025 | 3.3 | |
2026 | 2.8 | |
Thereafter | 4.7 | |
Total | 38.9 | |
Less: imputed interest | (1.8) | |
Total | $ 37.1 | $ 43.2 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 18.5 | $ 18.1 |
Operating cash outflows related to lease liabilities | 13.7 | 12.4 |
Non-cash additions for right-of-use assets, net of modifications | $ 6.4 | $ 21.5 |
Weighted average remaining lease term (in years) | 4 years 8 months 12 days | 5 years 3 months 18 days |
Weighted average discount rate | 2.25% | 3.30% |
Accelerated right-of-use asset amortization | $ 4 | $ 2.8 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,475.2 | $ 1,238.5 | $ 1,177.2 |
Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,144.2 | 936.8 | 895.3 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 132.3 | 123.7 | 131.4 |
Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 186.9 | 162.6 | 129.4 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 11.8 | 15.4 | 21.1 |
Operating Segments | Software Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,250 | 1,040.2 | 1,012.3 |
Operating Segments | Software Solutions | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,107.2 | 902.7 | 863.1 |
Operating Segments | Software Solutions | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 130.8 | 123.4 | 130.7 |
Operating Segments | Software Solutions | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2.7 | 1.2 | |
Operating Segments | Software Solutions | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 9.3 | 12.9 | 18.5 |
Operating Segments | Data and Analytics | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 225.2 | 198.7 | 165.4 |
Operating Segments | Data and Analytics | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 37 | 34.1 | 32.2 |
Operating Segments | Data and Analytics | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1.5 | 0.7 | 1.2 |
Operating Segments | Data and Analytics | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 184.2 | 161.4 | 129.4 |
Operating Segments | Data and Analytics | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2.5 | 2.5 | 2.6 |
Corporate and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (0.4) | (0.5) | |
Corporate and Other | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (0.4) | (0.5) | |
Reportable Legal Entities | Servicing Software | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 838.9 | 777.7 | 815.5 |
Reportable Legal Entities | Servicing Software | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 760 | 700.1 | 726.1 |
Reportable Legal Entities | Servicing Software | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 78.9 | 77.6 | 84.3 |
Reportable Legal Entities | Servicing Software | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 5.1 | ||
Reportable Legal Entities | Origination Software | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 411.1 | 262.5 | 196.8 |
Reportable Legal Entities | Origination Software | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 347.2 | 202.6 | 137 |
Reportable Legal Entities | Origination Software | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 51.9 | 45.8 | 46.4 |
Reportable Legal Entities | Origination Software | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2.7 | 1.2 | |
Reportable Legal Entities | Origination Software | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 9.3 | $ 12.9 | $ 13.4 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Billions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 2.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 24.00% |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 64.00% |
Remaining performance obligation, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 86.00% |
Remaining performance obligation, period | 2 years |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 12, 2020 | Jan. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2019 |
Equity, Class of Treasury Stock [Line Items] | ||||
Aggregate purchase price | $ 146.7 | $ 11.9 | ||
Repurchase Program 2017 | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Period in force | 3 years | 3 years | ||
Aggregate purchase price | $ 11.9 | |||
Average cost per share | $ 57.94 | |||
Remaining authorized shares for repurchase (shares) | 3.6 | |||
Repurchase Program 2020 | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Period in force | 3 years | |||
Authorized amount (shares) | $ 10 | |||
Number of shares repurchased (in shares) | 2 | |||
Aggregate purchase price | $ 146.7 | |||
Average cost per share | $ 73.91 | |||
Remaining authorized shares for repurchase (shares) | 8 | |||
Common stock | Repurchase Program 2017 | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchased (in shares) | 0.2 | |||
Common Class A | Repurchase Program 2017 | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Authorized amount (shares) | $ 10 |
Equity - Common Stock Offering
Equity - Common Stock Offering (Details) - USD ($) shares in Thousands, $ in Millions | Jun. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Net proceeds from issuance of common stock, before offering expenses | $ 0 | $ 484.6 | |
Public offering, underwriters discount | $ 16.3 | ||
Costs directly associated with issuance of common | $ 0 | $ 0.4 | |
Common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of common stock (in shares) | 7,130 | 7,100 |
Equity - Equity-Based Compensat
Equity - Equity-Based Compensation Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 10, 2021 | Nov. 24, 2020 | May 06, 2020 | Feb. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense | $ 33 | $ 38.5 | $ 50.8 | ||||
Accelerated share-based compensation | 2.9 | $ 0.5 | $ 2.9 | ||||
Compensation cost not yet recognized | $ 52.8 | ||||||
Compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | 3 years | 3 years | ||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 76 | $ 72.57 | $ 52.38 | $ 76.12 | $ 74.62 | $ 53.84 | |
Granted (in shares) | 518,219 | 3,101 | 793,863 | 706,718 | 527,678 | 937,122 | |
Forfeited Shares | 61,900 | 11,811 | 90,880 | ||||
Vested (in shares) | (924,127) | (981,752) | (908,524) | ||||
Profit Interests Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense | $ 8.7 | $ 0.9 | |||||
Compensation cost not yet recognized | $ 16.6 | ||||||
Compensation cost not yet recognized, period for recognition | 1 year 10 months 24 days | ||||||
Vesting period (in years) | 3 years | ||||||
Weighted average risk free interest rate | 0.31% | ||||||
Volatility assumption | 37.00% | ||||||
Expected life | 4 years | ||||||
Grant date fair value | $ 26.6 | ||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 4,233 | $ 4,233 | $ 4,233 | ||||
Granted (in shares) | 6,292 | 70 | 6,292 | ||||
Forfeited Shares | 155 | ||||||
The Omnibus Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 18,500,000 | ||||||
Number of shares available for future issuance (in shares) | 6,700,000 | ||||||
Vesting over a three-year period | Profit Interests Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 100.00% |
Equity - Restricted Stock Grant
Equity - Restricted Stock Grant (Details) | Mar. 10, 2021$ / sharesshares | May 06, 2020period$ / sharesshares | Feb. 18, 2020period$ / sharesshares | Feb. 15, 2019$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 518,219 | 3,101 | 793,863 | 706,718 | 527,678 | 937,122 | |
Grants in period, weighted average grant date fair value (in dollars per share) | $ 76 | $ 72.57 | $ 52.38 | $ 76.12 | $ 74.62 | $ 53.84 | |
Vesting period (in years) | 3 years | 3 years | 3 years | ||||
Number of measurement periods | period | 3 | 3 | |||||
Measurement period | 12 months | ||||||
Restricted Stock | Tranche two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 487,096 | ||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 74.91 | ||||||
Vesting period (in years) | 3 years | ||||||
Various Grants | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 2 years | ||||||
Various Grants | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | ||||||
Various Grants | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 188,499 | 37,481 | 19,946 | ||||
Various Grants | Restricted Stock | Tranche one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 123,313 | ||||||
Vesting period (in years) | 3 years | ||||||
Various Grants | Restricted Stock | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 69.84 | $ 59.45 | $ 52.25 | ||||
Vesting period (in years) | 1 year | 1 year | |||||
Various Grants | Restricted Stock | Minimum | Tranche one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period, weighted average grant date fair value (in dollars per share) | 54.14 | ||||||
Various Grants | Restricted Stock | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 78.44 | $ 91.64 | 62.50 | ||||
Vesting period (in years) | 5 years | 3 years | |||||
Various Grants | Restricted Stock | Maximum | Tranche one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 63.01 |
Equity - Restricted Stock and P
Equity - Restricted Stock and Profit Interest Units (Details) - $ / shares | Mar. 10, 2021 | Nov. 24, 2020 | May 06, 2020 | Feb. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Outstanding shares, Balance Beginning (in shares) | 1,549,098 | 2,014,983 | 2,077,265 | ||||
Granted (in shares) | 518,219 | 3,101 | 793,863 | 706,718 | 527,678 | 937,122 | |
Forfeited (in shares) | (61,900) | (11,811) | (90,880) | ||||
Vested (in shares) | (924,127) | (981,752) | (908,524) | ||||
Outstanding shares, Balance Ending (in shares) | 1,269,789 | 1,549,098 | 2,014,983 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||
Beginning balance (in dollars per share) | $ 57.86 | $ 46.99 | $ 40.77 | ||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 76 | $ 72.57 | $ 52.38 | 76.12 | 74.62 | 53.84 | |
Forfeitures, weighted average grant date fair value (in dollars per share) | 72.72 | 63.12 | 46.94 | ||||
Vested in period, weighted average grant date fair value (in dollars per share) | 53.06 | 44.50 | 39.83 | ||||
Ending balance (in dollars per share) | $ 70.79 | $ 57.86 | $ 46.99 | ||||
Profit Interests Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Outstanding shares, Balance Beginning (in shares) | 6,292 | ||||||
Granted (in shares) | 6,292 | 70 | 6,292 | ||||
Forfeited (in shares) | (155) | ||||||
Outstanding shares, Balance Ending (in shares) | 6,207 | 6,292 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||
Beginning balance (in dollars per share) | $ 4,233 | ||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 4,233 | 4,233 | $ 4,233 | ||||
Forfeitures, weighted average grant date fair value (in dollars per share) | 4,233 | ||||||
Ending balance (in dollars per share) | $ 4,233 | $ 4,233 |
Employee Stock Purchase Plan _2
Employee Stock Purchase Plan and 401(k) Plan - Stock Purchase Plan (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 05, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 33 | $ 38.5 | $ 50.8 | ||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 8.7 | $ 7.1 | $ 8 | ||
Black Knight ESPP Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan (ESPP), holding period | 1 year | ||||
Black Knight ESPP Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan (ESPP), annual contributions per employee (as a percent) | 3.00% | ||||
Black Knight ESPP Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan (ESPP), annual contributions per employee (as a percent) | 15.00% |
Employee Stock Purchase Plan _3
Employee Stock Purchase Plan and 401(k) Plan - 401(k) Profit Sharring Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Defined contribution plan, maximum annual contributions per employee (as a percent) | 40.00% | ||
Defined contribution plan, employer matching contribution, percent of match | 37.50% | ||
Defined contribution plan, employe matching contribution, percent of employee's gross pay | 6.00% | ||
Defined contribution plan, cost recognized | $ 8.4 | $ 7.2 | $ 6.5 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 37.1 | $ 41.5 | $ 39.5 |
State | 13.1 | 11.6 | 9.7 |
Foreign | 1 | 1 | 0.9 |
Total current | 51.2 | 54.1 | 50.1 |
Deferred: | |||
Federal | (11.5) | (10.6) | (0.2) |
State | (4) | (1.9) | (8) |
Total deferred | (15.5) | (12.5) | (8.2) |
Total income tax expense | $ 35.7 | $ 41.6 | $ 41.9 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 3.70% | 4.20% | 4.10% |
Redeemable noncontrolling interests | 1.40% | 1.30% | |
Tax credits | (6.20%) | (4.60%) | (2.30%) |
Restricted share vesting | (2.70%) | (2.60%) | (1.10%) |
Effect of deferred revaluation related to lower blended state tax rate | (3.30%) | ||
Prior year return to provision adjustments | (2.80%) | (5.00%) | (0.90%) |
Effect of Optimal Blue acquisition and related transactions | 1.40% | ||
Non-deductible executive compensation | 1.20% | 1.20% | |
Unrecognized tax benefit | 1.90% | (0.20%) | |
Other | 1.20% | 0.10% | 1.30% |
Effective tax rate | 16.80% | 18.90% | 18.60% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Equity method investments | $ 2.6 | $ 5.2 |
Equity-based compensation | 4.6 | 9.7 |
Deferred revenues | 20.5 | 22.6 |
Interest rate swaps | 3.8 | 9.5 |
Other | 25.3 | 24.1 |
Total deferred tax assets | 56.8 | 71.1 |
Deferred tax liabilities: | ||
Goodwill and other intangible assets | (183.4) | (170) |
Deferred contract costs | (44.1) | (42.1) |
Property, equipment and software | (30.2) | (32.7) |
Partnership basis | (80.1) | (105.4) |
Other | (3.1) | (4.9) |
Total deferred tax liabilities | (340.9) | (355.1) |
Net deferred tax liability | $ (284.1) | $ (284) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance, January 1 | $ 4.1 | |
Additions based on tax positions of prior years | 3.3 | $ 2.8 |
Additions based on tax positions of current year | 2.3 | 1.3 |
Balance, December 31 | $ 9.7 | $ 4.1 |
Concentrations of Risk - Additi
Concentrations of Risk - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Customer Concentration Risk | Sales Revenue, Net | Customer 1 | |
Concentration Risk [Line Items] | |
Concentration risk (in percent) | 10.00% |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,475.2 | $ 1,238.5 | $ 1,177.2 |
Operating expenses | 793.9 | 669.6 | 646 |
Transition and integration costs | 13.3 | 31.4 | 5.4 |
EBITDA | 668 | 537.5 | 525.8 |
Depreciation and amortization | 365 | 270.7 | 236.2 |
Operating income | 303 | 266.8 | 289.6 |
Interest expense, net | (83.6) | (62.9) | (63.5) |
Other expense, net | (6.4) | 16.4 | (1.4) |
Earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 213 | 220.3 | 224.7 |
Income tax expense | 35.7 | 41.6 | 41.9 |
Earnings before equity in earnings (losses) of unconsolidated affiliates | 177.3 | 178.7 | 182.8 |
Equity in earnings of unconsolidated affiliates, net of tax | 2.6 | 67.1 | (74) |
Net earnings | 179.9 | 245.8 | 108.8 |
Net losses attributable to redeemable noncontrolling interests | 28 | 18.3 | |
Net earnings attributable to Black Knight | 207.9 | 264.1 | 108.8 |
Allocated share-based compensation expense | 33 | 38.5 | 50.8 |
Operating Segments | Software Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,250 | 1,040.2 | 1,012.3 |
Operating expenses | 536.3 | 435.6 | 412.7 |
Transition and integration costs | 0 | 0 | |
EBITDA | 713.7 | 604.6 | 599.6 |
Depreciation and amortization | 131.1 | 120.9 | 123.9 |
Operating income | 582.6 | 483.7 | 475.7 |
Operating Segments | Data and Analytics | |||
Segment Reporting Information [Line Items] | |||
Revenues | 225.2 | 198.7 | 165.4 |
Operating expenses | 145 | 133.9 | 123.4 |
Transition and integration costs | 0 | 0 | |
EBITDA | 80.2 | 64.8 | 42 |
Depreciation and amortization | 15.5 | 15.1 | 15.9 |
Operating income | 64.7 | 49.7 | 26.1 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | (0.4) | (0.5) |
Operating expenses | 112.6 | 100.1 | 109.9 |
Transition and integration costs | 13.3 | 31.4 | 5.4 |
EBITDA | (125.9) | (131.9) | (115.8) |
Depreciation and amortization | 218.4 | 134.7 | 96.4 |
Operating income | (344.3) | (266.6) | (212.2) |
Allocated share-based compensation expense | $ 42.9 | $ 40.6 | $ 51.7 |