Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 25, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Black Knight Financial Services, Inc. | ||
Entity Central Index Key | 1,627,014 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 639,009,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 69,103,428 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 84,826,282 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Trade receivables, net | $ 134.9 | $ 132.5 |
Property and equipment, net | 152 | 142.4 |
Computer software, net | 466.5 | 487.8 |
Other intangible assets, net | 330.2 | 416.6 |
Deferred income taxes, net | 0.2 | |
Goodwill | 2,223.9 | 2,223.9 |
Total assets | 3,703.7 | 3,598.3 |
Current liabilities: | ||
Current portion of long-term debt (all amounts due to related party as of December 31, 2014) | 43.5 | 64.4 |
Long-term debt, net of current portion (inclusive of $1,454.6 due to related party as of December 31, 2014) | 1,618 | 2,070.7 |
Successor | ||
Current assets: | ||
Cash and cash equivalents | 186 | 61.9 |
Trade receivables, net | 134.9 | 132.5 |
Prepaid expenses and other current assets (inclusive of $0.2 and $0.6 of related party prepaid fees as of December 31, 2015 and 2014, respectively) | 28.2 | 28.6 |
Receivables from related parties | 7.6 | 7.7 |
Total current assets | 356.7 | 230.7 |
Property and equipment, net | 152 | 142.4 |
Computer software, net | 466.5 | 487.8 |
Other intangible assets, net | 330.2 | 416.6 |
Deferred income taxes, net | 0 | 0.2 |
Goodwill | 2,223.9 | 2,223.9 |
Other non-current assets | 174.4 | 96.7 |
Total assets | 3,703.7 | 3,598.3 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 29.3 | 41.8 |
Accrued salaries and benefits | 52.2 | 49.5 |
Legal and regulatory accrual | 8 | 11.7 |
Current portion of long-term debt (all amounts due to related party as of December 31, 2014) | 43.5 | 64.4 |
Accrued interest (inclusive of $0.1 due to related party as of December 31, 2014) | 4.8 | 7.3 |
Deferred revenues | 40.4 | 28.1 |
Total current liabilities | 178.2 | 202.8 |
Deferred revenues | 56.2 | 35.9 |
Deferred income taxes, net | 4.7 | 0 |
Long-term debt, net of current portion (inclusive of $1,454.6 due to related party as of December 31, 2014) | 1,618 | 2,070.7 |
Other non-current liabilities | 1.6 | 1.2 |
Total liabilities | $ 1,858.7 | $ 2,310.6 |
Commitments and contingencies | ||
Redeemable members' interest | $ 0 | $ 370.7 |
Equity: | ||
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Contributed member capital | 0 | 1,063.8 |
Additional paid-in capital | 798.9 | 0 |
Retained earnings (accumulated deficit) | 19.9 | (146.7) |
Accumulated other comprehensive loss | (0.1) | (0.1) |
Total shareholders' and members' equity | 818.7 | 917 |
Noncontrolling interests | 1,026.3 | 0 |
Total equity | 1,845 | 917 |
Total liabilities, redeemable members' interest and equity | 3,703.7 | 3,598.3 |
Successor | Common Class A | ||
Equity: | ||
Common stock | 0 | 0 |
Successor | Common Class B | ||
Equity: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term debt, net of current portion, amount due to related party | $ 1,618 | $ 2,070.7 |
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 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 0 |
Common stock, shares issued (in shares) | 68,303,680 | 0 |
Common stock, shares outstanding (in shares) | 68,303,680 | 0 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 0 |
Common stock, shares issued (in shares) | 84,826,282 | 0 |
Common stock, shares outstanding (in shares) | 84,826,282 | 0 |
Related Party | ||
Related party prepaid fees | $ 0.2 | $ 0.6 |
Accrued interest, amount due to related party | 0.1 | |
Long-term debt, net of current portion, amount due to related party | $ 1,454.6 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 930.7 | $ 852.1 | |
Expenses: | |||
Operating expenses | 538.2 | 514.9 | |
Depreciation and amortization | 194.3 | 188.8 | |
Transition and integration costs | 8 | 119.3 | |
Operating income (loss) | 190.2 | 29.1 | |
Other income and expense: | |||
Interest expense, net | (89.8) | (128.7) | |
Other expense, net | (4.6) | (12) | |
Earnings (loss) from continuing operations before income taxes | 95.8 | (111.6) | |
Income tax expense (benefit) | 13.4 | (5.3) | |
Net earnings (loss) from continuing operations | 82.4 | (106.3) | |
Successor | |||
Revenues | 930.7 | 852.1 | |
Expenses: | |||
Operating expenses | 538.2 | 514.9 | |
Depreciation and amortization | 194.3 | 188.8 | |
Transition and integration costs | 8 | 119.3 | |
Total expenses | 740.5 | 823 | |
Operating income (loss) | 190.2 | 29.1 | |
Other income and expense: | |||
Interest expense, net | (89.8) | (128.7) | |
Other expense, net | (4.6) | (12) | |
Total other expense, net | (94.4) | (140.7) | |
Earnings (loss) from continuing operations before income taxes | 95.8 | (111.6) | |
Income tax expense (benefit) | 13.4 | (5.3) | |
Net earnings (loss) from continuing operations | 82.4 | (106.3) | |
Loss from discontinued operations, net of tax | 0 | (0.8) | |
Net earnings (loss) | 82.4 | (107.1) | |
Less: Net earnings (loss) attributable to noncontrolling interests | 62.4 | (107.1) | |
Net earnings attributable to Black Knight | 20 | 0 | |
Foreign currency translation adjustment | (0.1) | (0.1) | |
Comprehensive earnings (loss) attributable to noncontrolling interests | 62.4 | (107.1) | |
Comprehensive earnings (loss) | $ 82.3 | $ (107.2) | |
Predecessor | |||
Revenues | $ 15 | ||
Expenses: | |||
Operating expenses | 16.9 | ||
Depreciation and amortization | 1.1 | ||
Transition and integration costs | 0 | ||
Total expenses | 18 | ||
Operating income (loss) | (3) | ||
Other income and expense: | |||
Interest expense, net | 0 | ||
Other expense, net | 0 | ||
Total other expense, net | 0 | ||
Earnings (loss) from continuing operations before income taxes | (3) | ||
Income tax expense (benefit) | 0 | ||
Net earnings (loss) from continuing operations | (3) | ||
Loss from discontinued operations, net of tax | 0 | ||
Net earnings (loss) | (3) | ||
Less: Net earnings (loss) attributable to noncontrolling interests | (3) | ||
Net earnings attributable to Black Knight | 0 | ||
Foreign currency translation adjustment | 0 | ||
Comprehensive earnings (loss) attributable to noncontrolling interests | (3) | ||
Comprehensive earnings (loss) | $ (3) |
Consolidated and Combined Stat5
Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | Common Class A | Common Class B | Noncontrolling interests | Black Knight Financial Services, LLC | Black Knight Financial Services, LLCBlack Knight InfoServ, LLC | Black Knight Financial Services, LLCCommerce Velocity | Black Knight Financial Services, LLCProperty Insight, LLC | Black Knight Financial Services, LLCContributed member capital | Black Knight Financial Services, LLCContributed member capitalBlack Knight InfoServ, LLC | Black Knight Financial Services, LLCContributed member capitalCommerce Velocity | Black Knight Financial Services, LLCContributed member capitalProperty Insight, LLC | Black Knight Financial Services, LLCAccumulated deficit/retained earnings | Black Knight Financial Services, LLCAccumulated deficit/retained earningsCommerce Velocity | Black Knight Financial Services, LLCAccumulated deficit/retained earningsProperty Insight, LLC | Black Knight Financial Services, LLCAccumulated other comprehensive loss | Black Knight Financial Services, Inc.Accumulated deficit/retained earnings | Black Knight Financial Services, Inc.Accumulated other comprehensive loss | Black Knight Financial Services, Inc.Common stockCommon Class A | Black Knight Financial Services, Inc.Common stockCommon Class B | Black Knight Financial Services, Inc.Additional paid-in capital | Black Knight Financial Services, Inc.Additional paid-in capitalCommon Class A |
Beginning balance (Predecessor) at Oct. 15, 2013 | $ 70.8 | $ 118.4 | $ (47.6) | $ 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net earnings (loss) | Predecessor | $ (3) | (3) | (3) | |||||||||||||||||||
Foreign currency translation adjustment | Predecessor | 0 | |||||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2013 | 67.8 | 118.4 | (50.6) | 0 | ||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2013 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Beginning balance (Predecessor) at Oct. 15, 2013 | 0 | |||||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2013 | 0 | |||||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2013 | 0 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Contribution | Successor | $ 2,792.9 | $ 33.8 | $ 96.8 | $ 2,792.9 | $ 62.2 | $ 95 | $ (28.4) | $ 1.8 | ||||||||||||||
Assumption of debt from Fidelity National Financial, Inc. | Successor | (1,858) | (1,858) | ||||||||||||||||||||
Return of Capital to Members | Successor | (9.5) | (9.5) | ||||||||||||||||||||
Dividend profits interest to Fidelity National Financial, Inc. for awards granted to non-employees | Successor | 0 | 3.2 | (3.2) | |||||||||||||||||||
Dividend of Property Insight, LLC assets to Fidelity National Financial, Inc. | Successor | (9.8) | (9.8) | ||||||||||||||||||||
Profits interests expense | Successor | 6.1 | 6.1 | ||||||||||||||||||||
Redemption value of profits interests | Successor | (28.1) | (28.1) | ||||||||||||||||||||
Net earnings (loss) | Successor | (107.1) | (107.1) | (107.1) | |||||||||||||||||||
Foreign currency translation adjustment | Successor | (0.1) | (0.1) | (0.1) | |||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2014 | 917 | 917 | 1,063.8 | (146.7) | (0.1) | |||||||||||||||||
Increase (Decrease) in Redeemable Members' Interest [Roll Forward] | ||||||||||||||||||||||
Contribution from Member (Thomas H. Lee Partners, L.P.) | Successor | 350 | |||||||||||||||||||||
Return of Capital to Members | Successor | (7.4) | |||||||||||||||||||||
Redemption values of profits interest grants | Successor | 28.1 | |||||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2014 | 370.7 | 370.7 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Profits interests expense | Successor | 2.6 | 2.6 | ||||||||||||||||||||
Redemption value of profits interests | Successor | (59.5) | (59.5) | ||||||||||||||||||||
Net earnings (loss) | Successor | 21.4 | 21.4 | ||||||||||||||||||||
Foreign currency translation adjustment | Successor | (0.1) | (0.1) | ||||||||||||||||||||
Ending balance (Successor) at May. 25, 2015 | 881.4 | 1,006.9 | (125.3) | (0.2) | ||||||||||||||||||
Increase (Decrease) in Redeemable Members' Interest [Roll Forward] | ||||||||||||||||||||||
Redemption values of profits interest grants | Successor | 59.5 | |||||||||||||||||||||
Ending balance (Successor) at May. 25, 2015 | 430.2 | |||||||||||||||||||||
Beginning balance (Successor) at Dec. 31, 2014 | 917 | 917 | 1,063.8 | (146.7) | (0.1) | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net earnings (loss) | Successor | 82.4 | |||||||||||||||||||||
Foreign currency translation adjustment | Successor | (0.1) | |||||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2015 | 1,845 | $ 1,026.3 | $ 19.9 | $ (0.1) | $ 798.9 | |||||||||||||||||
Ending balance (shares) (Successor) at Dec. 31, 2015 | 68.3 | 84.8 | ||||||||||||||||||||
Beginning balance (Successor) at Dec. 31, 2014 | 370.7 | $ 370.7 | ||||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2015 | 0 | |||||||||||||||||||||
Beginning balance (Successor) at May. 25, 2015 | 881.4 | $ 1,006.9 | (125.3) | (0.2) | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of common stock | Successor | $ 475.1 | $ 0 | $ 475.1 | |||||||||||||||||||
Issuance of common stock (in shares) | Successor | 20.7 | 84.8 | ||||||||||||||||||||
Conversion of THL member interest into Class A and Class B common stock | Successor | 332.1 | 12.7 | 319.4 | |||||||||||||||||||
Conversion of THL member interest into Class A and Class B common stock (shares) | Successor | 39.3 | |||||||||||||||||||||
Conversion of profits interests into restricted shares of Class A common stock | Successor | 87.6 | 11.9 | ||||||||||||||||||||
Conversion of profits interests into restricted shares of Class A common stock (shares) | Successor | 8 | |||||||||||||||||||||
Reclassification of FNF member capital to noncontrolling interests | Successor | 0 | 1,082.6 | ||||||||||||||||||||
Reclassifications of accumulated deficit and other comprehensive loss | Successor | 0 | (110) | $ 125.3 | $ 0.2 | (15.5) | |||||||||||||||||
Issuance of restricted shares of Class A common stock | Successor | 0 | |||||||||||||||||||||
Issuance of restricted shares of Class A common stock (shares) | Successor | 0.3 | |||||||||||||||||||||
Equity based compensation expense | Successor | 8 | 8 | ||||||||||||||||||||
Net earnings (loss) | Successor | 61 | 41 | 20 | |||||||||||||||||||
Foreign currency translation adjustment | Successor | (0.1) | (0.1) | ||||||||||||||||||||
Tax distributions | Successor | (0.1) | (0.1) | ||||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2015 | 1,845 | $ 1,026.3 | $ 19.9 | $ (0.1) | $ 798.9 | |||||||||||||||||
Ending balance (shares) (Successor) at Dec. 31, 2015 | 68.3 | 84.8 | ||||||||||||||||||||
Beginning balance (Successor) at May. 25, 2015 | 430.2 | |||||||||||||||||||||
Ending balance (Successor) at Dec. 31, 2015 | $ 0 |
Consolidated and Combined Stat6
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | |||
Deferred income taxes, net | $ 11.8 | $ (0.1) | |
Cash flows from financing activities: | |||
Net proceeds from sale of National Title Insurance of New York, Inc. to Fidelity National Financial, Inc. | $ 0 | ||
Successor | |||
Cash flows from operating activities: | |||
Net earnings (loss) | 82.4 | (107.1) | |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 194.3 | 188.8 | |
Amortization of debt issuance costs, bond premium and original issue discount | 0.8 | (2.1) | |
Loss on extinguishment of debt, net | 4.8 | 0 | |
Deferred income taxes, net | 11.8 | 0.1 | |
Equity-based compensation | 11.4 | 6.4 | |
Changes in assets and liabilities: | |||
Trade and other receivables, including receivables from related parties | (20.9) | 0.2 | |
Prepaid expenses and other assets | (6.4) | (9.5) | |
Deferred contract costs | (54.9) | (42.5) | |
Deferred revenues | 32.6 | 27.8 | |
Trade accounts payable and other accrued liabilities | (7.7) | (42.7) | |
Net cash provided by (used in) operating activities | 248.2 | 19.4 | |
Cash flows from investing activities: | |||
Additions to property and equipment | (45.6) | (21.4) | |
Additions to computer software | (50.1) | (45.5) | |
Investment in property records database | (6.8) | 0 | |
Proceeds from sale of PCLender | 0 | 1.5 | |
Net cash used in investing activities | (102.5) | (65.4) | |
Cash flows from financing activities: | |||
Borrowings, net of original issue discount | 1,299 | 88 | |
Debt service payments | (1,745.9) | (432.2) | |
Proceeds from issuance of Class A common stock, before offering expenses | 479.3 | 0 | |
Costs directly associated with issuance of Class A common stock | (4.2) | 0 | |
Debt issuance costs | (20.6) | 0 | |
Senior notes call premium | (11.8) | 0 | |
Net proceeds from sale of National Title Insurance of New York, Inc. to Fidelity National Financial, Inc. | 0 | 50.2 | |
Distributions to members | (17.4) | (16.9) | |
Net cash (used in) provided by financing activities | (21.6) | 107.9 | |
Net increase (decrease) in cash and cash equivalents | 124.1 | 61.9 | |
Cash and cash equivalents, beginning of period | 61.9 | 0 | |
Cash and cash equivalents, end of period | 0 | 186 | 61.9 |
Supplemental cash flow information: | |||
Interest paid | (89.2) | (131.8) | |
Income taxes refunded, net | 0.2 | 30.7 | |
Successor | Fidelity National Commerce Velocity, LLC | |||
Cash flows from financing activities: | |||
Cash from contribution from Fidelity National Financial Inc. | 0 | 0.7 | |
Successor | Property Insight, LLC | |||
Cash flows from financing activities: | |||
Cash from contribution from Fidelity National Financial Inc. | 0 | 6.7 | |
Successor | Thomas H. Lee Partners, LP | |||
Cash flows from financing activities: | |||
Proceeds from contributions from affiliates | 0 | 350 | |
Successor | Black Knight InfoServ, LLC | |||
Cash flows from financing activities: | |||
Proceeds from contributions from affiliates | $ 0 | 61.4 | |
Predecessor | |||
Cash flows from operating activities: | |||
Net earnings (loss) | (3) | ||
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1.1 | ||
Amortization of debt issuance costs, bond premium and original issue discount | 0 | ||
Loss on extinguishment of debt, net | 0 | ||
Deferred income taxes, net | 0 | ||
Equity-based compensation | 0 | ||
Changes in assets and liabilities: | |||
Trade and other receivables, including receivables from related parties | 0.7 | ||
Prepaid expenses and other assets | (0.7) | ||
Deferred contract costs | 0 | ||
Deferred revenues | 0 | ||
Trade accounts payable and other accrued liabilities | 0 | ||
Net cash provided by (used in) operating activities | (1.9) | ||
Cash flows from investing activities: | |||
Additions to property and equipment | (0.2) | ||
Additions to computer software | 0 | ||
Investment in property records database | 0 | ||
Proceeds from sale of PCLender | 0 | ||
Net cash used in investing activities | (0.2) | ||
Cash flows from financing activities: | |||
Borrowings, net of original issue discount | 0 | ||
Debt service payments | 0 | ||
Proceeds from issuance of Class A common stock, before offering expenses | 0 | ||
Costs directly associated with issuance of Class A common stock | 0 | ||
Debt issuance costs | 0 | ||
Senior notes call premium | 0 | ||
Distributions to members | 0 | ||
Net cash (used in) provided by financing activities | 0 | ||
Net increase (decrease) in cash and cash equivalents | (2.1) | ||
Cash and cash equivalents, beginning of period | 9.5 | $ 7.4 | |
Cash and cash equivalents, end of period | 7.4 | ||
Supplemental cash flow information: | |||
Interest paid | 0 | ||
Income taxes refunded, net | 0 | ||
Predecessor | Fidelity National Commerce Velocity, LLC | |||
Cash flows from financing activities: | |||
Cash from contribution from Fidelity National Financial Inc. | 0 | ||
Predecessor | Property Insight, LLC | |||
Cash flows from financing activities: | |||
Cash from contribution from Fidelity National Financial Inc. | 0 | ||
Predecessor | Thomas H. Lee Partners, LP | |||
Cash flows from financing activities: | |||
Proceeds from contributions from affiliates | $ 0 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited Consolidated and Combined Financial Statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). As further discussed below and in Note 2- Acquisition and Internal Reorganization by FNF and Other Transactions, Black Knight Financial Services, LLC ("BKFS LLC") was established in connection with the acquisition of Lender Processing Services, Inc. ("LPS") by Fidelity National Financial, Inc. ("FNF") on January 2, 2014 (the "Acquisition") and ensuing internal reorganization (the "Internal Reorganization"). As part of the Internal Reorganization, certain pre-existing FNF businesses were contributed to BKFS LLC. Accordingly, we have applied GAAP requirements for transactions between entities under common control to the Consolidated and Combined Financial Statements. The information in the audited Combined Financial Statements of BKFS LLC for the period from October 16, 2013 through December 31, 2013 includes the results of operations, equity and cash flows of BKFS LLC, a company formed on October 16, 2013 in anticipation of the Internal Reorganization (see further discussion in Note 2- Acquisition and Internal Reorganization by FNF and Other Transactions ). For the period from October 16, 2013 through December 31, 2013, the results of operations, equity and cash flows of Fidelity National Commerce Velocity, LLC ("Commerce Velocity") and Property Insight, LLC ("Property Insight"), which were wholly-owned subsidiaries of FNF prior to the Acquisition (see further description in Note 2- Acquisition and Internal Reorganization by FNF and Other Transactions ), are presented as being combined into BKFS LLC since the date of its formation. These companies were contributed by FNF to BKFS LLC subsequent to the Acquisition, but have been retroactively reflected as being included in BKFS LLC since they, along with BKFS LLC, were entities under common control of FNF since October 16, 2013. The accompanying audited Combined Financial Statements for the 2013 period may not be indicative of the conditions that would have existed if Commerce Velocity and Property Insight had operated as unaffiliated entities. There were various licenses and title plant access agreements that would have to be in place for these combined entities to operate on a stand-alone basis and not as directly owned subsidiaries of FNF. Further, the combined financial position or results of operations of BKFS LLC as of December 31, 2013 and for the period from October 16, 2013 through December 31, 2013 is not indicative of the future financial position of BKFS LLC. We consider the contribution of Black Knight InfoServ, LLC ("BKIS"), a Delaware limited liability company, (including the Technology, Data and Analytics business of LPS) to BKFS LLC on January 3, 2014 to be a change in reporting entity. BKIS was contributed by FNF to BKFS LLC subsequent to the Acquisition, but has been retroactively reflected as being included in BKFS LLC since January 2, 2014, the date it came under the common control of FNF. Therefore, the periods prior to this Acquisition are labeled "Predecessor", and the periods subsequent are labeled "Successor". BKFS LLC (Predecessor) is considered part of the predecessor period for the day ended January 1, 2014. However, as the results of operations for this day are immaterial, we have included these results in the Successor period for the year ended December 31, 2014. See Note 2- Acquisition and Internal Reorganization by FNF and Other Transactions for further discussion of these transactions. The periods presented have been segregated and labeled in accordance with the following: • Successor - Represents the consolidated financial position, results of operations and cash flows of (1) Black Knight for the period from May 26, 2015, the date we completed our IPO, through December 31, 2015 and (2) BKFS LLC for the period from January 2, 2014 through May 25, 2015, the day prior to the IPO. The 2014 results of the Successor have been defined to be the time period starting on January 2, 2014, the date on which BKIS came under the common control of FNF, through December 31, 2014. Successor-related transactions occurring on January 2, 2014, including transaction costs of $42.7 million , are included in the Successor results. Immaterial results of the Predecessor on January 1, 2014 are included in the Successor results for the year ended December 31, 2014. • Predecessor - Represents the combined financial position, results of operations and cash flows of BKFS LLC prior to the Acquisition and related contribution of BKIS. These combined financial statements reflect the activity and operations of BKFS LLC, Commerce Velocity and Property Insight, and are presented using FNF historical basis of accounting. BKFS LLC was formed on October 16, 2013, with FNF as its sole member, in anticipation of the Internal Reorganization (see further description in Note 2- Acquisition and Internal Reorganization by FNF and Other Transactions ). Description of Business Black Knight was incorporated in the State of Delaware on October 27, 2014. We are a holding company that conducts our business through our interest in BKFS LLC, our sole asset and a provider of integrated technology, data and analytics solutions that facilitates and automates many of the business processes across the mortgage lifecycle. We provide solutions to the mortgage and real estate industries primarily in the United States. BKFS LLC owns all of the membership interests of BKIS, formerly known as LPS. As discussed further in Note 2- Acquisition and Internal Reorganization by FNF and Other Transactions , FNF acquired LPS on January 2, 2014, and LPS underwent a series of transactions on January 3, 2014 in which the Technology, Data and Analytics businesses of LPS, as well as certain pre-existing FNF businesses, were contributed to BKFS LLC. Our primary solutions include: • our mortgage servicing platform ("MSP"), which is a software as a service ("SaaS") application that automates loan servicing, including loan setup and ongoing processing, customer service, accounting and reporting to the secondary mortgage market and investor reporting; • our mortgage origination solutions, Empower and LendingSpace, which automate and facilitate retail, wholesale and correspondent loan originations; • our collaborative electronic vendor network, RealEC Exchange, and our Insight suite of products, which help lenders to meet loan quality and transparency requirements; • our data and analytics businesses, the most significant of which are our alternative property valuations business, which provides a range of valuations other than traditional appraisals, and our aggregated property, loan and tax data services. Reporting Segments We conduct our operations through two reporting segments, (1) Technology and (2) Data and Analytics. See further discussion in Note 15- Segment Information . Organizational Transactions An initial public offering ("IPO") of Black Knight was completed on May 26, 2015. In connection with the IPO, the following transactions occurred: • the amendment and restatement of our certificate of incorporation to authorize the issuance of two classes of common stock, Class A and Class B, which generally vote as a single class on all matters submitted for a vote to shareholders; • the issuance of shares of Class B common stock by us to FNF and certain Thomas H. Lee Partners, L.P. ("THL") affiliates ("THL Affiliates"), former holders of membership interests in BKFS LLC ("Units"). Class B common stock is neither registered nor publicly traded and does not entitle the holders thereof to any of the economic rights, including rights to dividends and distributions upon liquidation, that would be provided to holders of Class A common stock; and the total voting power of the Class B common stock is equal to the percentage of Units not held by us; • the issuance of shares of Class A common stock and a $17.3 million cash payment to certain THL Affiliates, in connection with the merger of certain THL affiliated entities (the "THL Intermediaries") with and into us, pursuant to which we acquired the Units held by the THL Intermediaries. • the issuance of shares of Class A common stock by Black Knight to the investors in the IPO; • the contribution by us of the net cash proceeds received in the IPO to BKFS LLC in exchange for 44.5% of the Units and a managing member’s membership interest in BKFS LLC; • the conversion of all outstanding equity incentive awards in the form of profits interests in BKFS LLC into restricted shares of our Class A common stock; and • the restatement of the limited liability company agreement ("LLC Agreement") to provide for the governance and control of BKFS LLC by Black Knight as its managing member and to establish the terms upon which other holders of Units may exchange their Units, and a corresponding number of shares of Class B common stock for, at our option, shares of Class A common stock on a one -for-one basis or a cash payment from BKFS LLC. We refer to the above transactions as the "Offering Reorganization." Initial Public Offering On May 26, 2015, we completed the IPO of 18,000,000 shares of our Class A common stock, par value $0.0001 per share ("Class A common stock"), at an offering price of $24.50 per share. We granted the underwriters a 30 -day option to purchase an additional 2,700,000 shares of our Class A common stock at the offering price, which was exercised in full. A total of 20,700,000 shares of Class A common stock were issued on May 26, 2015, with net proceeds of $475.1 million , after deducting $32.1 million for the underwriters' discount and IPO-related expenses. The use of the proceeds from the IPO is as follows (in millions): Gross proceeds $ 507.2 Less: Underwriters' discount 27.9 IPO-related expenses 4.2 Partial redemption of 5.75% Senior Notes due 2023 (Note 10) 204.8 Call premium on partial redemption of 5.75% Senior Notes due 2023 11.8 Interest on partial redemption of 5.75% Senior Notes due 2023 1.4 Cash payment to THL Intermediaries 17.3 Partial repayment of principal on other outstanding long-term debt 203.0 Refinancing expenses 20.6 Cash to balance sheet 16.2 Unused proceeds $ — As a result of the organizational transactions and IPO described above, we owned 44.5% of the Units of BKFS LLC; Black Knight Holdings, Inc. ("BKHI"), Chicago Title Insurance Company and Fidelity National Title Insurance Company, all subsidiaries of FNF, collectively owned 54.5% of the Units; and THL and THL Affiliates owned 1.0% of the Units immediately following the IPO. Discontinued Operations On June 30, 2014, we completed the sale of PCLender for $1.5 million . No gain or loss was recognized on the disposal. The results of PCLender are reflected within the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss) as discontinued operations. Revenues from discontinued operations were $2.5 million for the year ended December 31, 2014 . Loss from discontinued operations before income taxes was $0.8 million for the year ended 2014 . |
Acquisition and Internal Reorga
Acquisition and Internal Reorganization by FNF and Other Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations and Internal Reorganization [Abstract] | |
Acquisition and Internal Reorganization by FNF and Other Transactions | Acquisition and Internal Reorganization by FNF and Other Transactions On January 2, 2014, FNF completed the Acquisition, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 28, 2013, among FNF, BKHI and Lion Merger Sub, Inc., a Delaware corporation and a subsidiary of BKHI ("Merger Sub") and LPS. Pursuant to the Merger Agreement, Merger Sub merged with and into LPS (the "Merger"), with LPS surviving as a subsidiary of BKHI, and each outstanding share of common stock, par value $0.0001 per share, of LPS (the "LPS Common Stock") (other than shares owned by LPS, its subsidiaries, FNF, BKHI or Merger Sub and shares in respect of which appraisal rights had been properly exercised and perfected under Delaware law) was automatically converted into the right to receive (i) $28.102 in cash and (ii) 0.28742 of a share of Class A common stock, par value $0.0001 per share, of FNF ("FNF Common Stock") (the "Merger Consideration"). The Merger was effective on January 2, 2014. Upon the closing of the Merger, the shares of LPS Common Stock, which previously traded under the ticker symbol “LPS” on the New York Stock Exchange ("NYSE"), ceased trading on, and were delisted from, the NYSE. As a result of the Merger, LPS became an indirect subsidiary of FNF. On January 3, 2014, LPS was converted into a Delaware limited liability company and was renamed BKIS. Also on that date, pursuant to the Internal Reorganization, BKIS distributed all of its limited liability company membership interests and equity interests in its subsidiaries engaged in the Transaction Services business to BKHI (the "Distribution"). Following the Distribution, BKHI contributed the Transaction Services subsidiaries to its wholly-owned subsidiary Black Knight Financial Services II, LLC, which has been renamed ServiceLink Holdings, LLC ("ServiceLink") and contributed BKIS to its subsidiary Black Knight Financial Services I, LLC, now known as BKFS LLC. Also on January 3, 2014, BKHI contributed its subsidiary, Commerce Velocity to BKFS LLC, which then contributed Commerce Velocity to BKIS. In addition, BKIS sold its interest in National Title Insurance of New York, Inc. ("NTNY") to Chicago Title Insurance Company (a wholly-owned subsidiary of FNF) on this date. All of these steps are referred to herein as the "Internal Reorganization". Thereafter, 35% of the membership interest of BKFS LLC was issued to certain funds affiliated with THL. As part of the LLC Agreement, THL had an option to put its ownership interest of BKFS LLC to BKFS LLC or FNF if no public offering of the corresponding business had been consummated after four years . As a result of the IPO completed on May 26, 2015, THL no longer has the option to put its ownership interest of BKFS LLC to BKFS LLC or FNF. As the redeemable interest provided for redemption features not solely within the control of BKFS LLC or FNF, BKFS LLC classified the redeemable interest, through the completion of the IPO, outside of permanent equity in accordance with Financial Accounting Standards Board ("FASB"), Accounting Standards Codification ("ASC") Topic 480-10, Distinguishing Liabilities from Equity . In connection with the Acquisition and the subsequent formation of BKFS LLC, all LPS assets and liabilities contributed to BKFS LLC were set to their fair value on January 2, 2014 as part of FNF’s allocation of the LPS purchase price to the identifiable assets and liabilities acquired. The purchase price was allocated to the assets acquired and liabilities assumed based on our best estimates of their fair values as of the Acquisition date. Goodwill was recorded based on the amount that the purchase price exceeded the fair value of the net assets acquired. The opening balance sheet of LPS on January 2, 2014, as ultimately contributed to BKFS LLC on January 3, 2014, and based on the purchase price allocation of the acquired assets and liabilities by FNF, is as follows (in millions): Cash and cash equivalents $ 61.4 Trade receivables 99.2 Income tax receivable 26.9 Prepaid expenses and other assets, including indefinite lived intangible assets 187.7 Property and equipment 140.4 Computer software 490.2 Other intangible assets 504.9 Deferred income taxes, net 0.3 Goodwill 2,152.3 Total assets 3,663.3 Long-term debt 623.3 Deferred revenues 35.8 Legal and regulatory accrual 14.0 Other liabilities 197.3 Total liabilities 870.4 Net assets $ 2,792.9 On January 3, 2014, FNF, through BKHI, contributed Commerce Velocity to BKFS LLC at its historical basis, since the contribution was a transaction between entities under common control. BKFS LLC included assets of $35.9 million and liabilities of $2.1 million as a result of the contribution. In accordance with GAAP requirements for transactions between entities under common control, the Consolidated and Combined Financial Statements have been adjusted to reflect the combined entity as if the contribution occurred on October 16, 2013, the date that the entities were first under common control. Also on January 3, 2014, BKHI sold its interest in NTNY to Chicago Title Insurance Company for $85.0 million . No gain or loss was recognized on this sale. On June 2, 2014, as part of an internal reorganization, two wholly-owned subsidiaries of FNF contributed their respective interests in Property Insight, a business that provides property information used by title insurance underwriters, title agents and closing attorneys to underwrite title insurance policies for real property sales and transfer, to BKFS LLC in exchange for 6.4 million BKFS LLC Class A Units. As a result, BKFS LLC now owns 100% of Property Insight. In accordance with GAAP requirements for transactions between entities under common control, assets and liabilities contributed in the transaction were recorded at their respective historical FNF book values on the date of contribution. Net assets recorded at the contribution date totaled $89.0 million . The Consolidated and Combined Financial Statements have been adjusted to reflect the combined entity as if the contribution occurred on October 16, 2013. In connection with the contribution of Property Insight, the LLC Agreement was amended to increase the number of Class A Units issued from 100.0 million to 106.4 million . The amendment also provides FNF with the option, but not the obligation, to repurchase Property Insight from BKFS LLC at fair value in the event of a sale of BKFS LLC, as defined in the LLC Agreement. As a result of the additional shares issued, THL owned 32.9% of the outstanding member interests of BKFS LLC, while FNF and its subsidiaries collectively owned 67.1% of the outstanding member interests of BKFS LLC. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The following describes our significant accounting policies that have been followed in preparing the accompanying Consolidated and Combined Financial Statements. Principles of Consolidation The accompanying Consolidated and Combined Financial Statements were prepared in accordance with GAAP, and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated. Black Knight conducts its business through BKFS LLC and its subsidiaries. BKFS LLC is subject to the consolidation guidance related to variable interest entities as set forth in ASC Topic 810, Consolidation (“ASC 810”). Black Knight has the sole managing member interest in BKFS LLC, which grants us the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of the LLC Agreement. Under the terms of the LLC Agreement, Black Knight is authorized to manage the business of BKFS LLC, including the authority to enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. As a result of Black Knight being the primary beneficiary through our sole managing member interest and possessing the rights established in the LLC Agreement and in accordance with the requirements of ASC 810, Black Knight controls BKFS LLC and appropriately consolidates the operations thereof. We account for noncontrolling interests in accordance with ASC 810. Noncontrolling interests represent BKHI and certain of its affiliates and THL and THL Affiliates' share of net earnings or loss of and equity in BKFS LLC. As of December 31, 2015, BKHI and certain affiliates owned 54.4% and THL and THL Affiliates owned 1.0% . Net income attributable to noncontrolling interests does not include expenses incurred directly by Black Knight, including income tax expense attributable to Black Knight. All of our noncontrolling interests are presented after Black Knight income tax expense in the accompanying Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss) as Net earnings (loss) attributable to noncontrolling interests with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Consolidated Balance Sheets in each period. Our shareholders indirectly control BKFS LLC through our managing member interest. All earnings (losses) prior to the IPO date have been disclosed as Net earnings (loss) attributable to noncontrolling interests in the accompanying Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). Reclassifications Certain reclassifications have been made in the 2014 Consolidated and Combined Financial Statements to conform to the classifications used in 2015. These reclassifications have not changed Net earnings (loss) or Total equity, as previously reported. Fair Value Fair Value of Financial Assets and Liabilities 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. Fair Value of Assets Acquired and Liabilities Assumed The fair values of assets acquired and liabilities assumed in business combinations are estimated using various assumptions. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of intangible assets and software, with the remaining value, if any, attributable to goodwill. We utilize third-party valuation specialists to assist with determining the fair values of intangible assets and software purchased in business combinations. These estimates are based on Level 2 and Level 3 inputs. Management Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The accounting estimates that require our most significant, difficult and subjective judgments include the determination of elements and allocation of fair value of our revenue arrangements, the recoverability of other intangible assets and goodwill, and the assessment of loss contingencies. Actual results that we experience 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. Unrestricted cash equivalents were $130.1 million as of December 31, 2015. There were no unrestricted cash equivalents as of December 31, 2014. Restricted cash equivalents of $3.6 million and $4.2 million as of December 31, 2015 and 2014 , respectively, relate to our subsidiary, I-Net Reinsurance Limited, and are held in trust until the final reinsurance policy is canceled. Trade Receivables, Net The carrying amounts reported in the Consolidated Balance Sheets for Trade receivables, net approximate their fair value because of their short-term nature. A summary of trade receivables, net of an allowance for doubtful accounts, as of December 31, 2015 and 2014 is as follows (in millions): December 31, 2015 2014 Trade receivables — billed $ 102.7 $ 86.9 Trade receivables — unbilled 34.7 47.2 Total trade receivables 137.4 134.1 Allowance for doubtful accounts (2.5 ) (1.6 ) Total trade receivables, net $ 134.9 $ 132.5 In addition to the amounts above, we have approximately $18.4 million in unbilled receivables as of December 31, 2015 that we do not expect to collect within the next year. These unbilled receivables are classified in Other non-current assets in our Consolidated Balance Sheets. Billings for these receivables are based on transactional volumes. The allowance for doubtful accounts represents management’s estimate of those balances that are uncollectible as of the balance sheet date. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. We write off accounts receivable when the likelihood of collection of a trade receivable balance is considered remote. The rollforward of allowance for doubtful accounts for the years ended December 31, 2015 and 2014 , and for the period from October 16, 2013 through December 31, 2013 is as follows (in millions): Beginning balance Bad debt expense Write-offs, net of recoveries Transfers and acquisitions Ending balance Period from October 16, 2013 through December 31, 2013 (Predecessor) $ (0.1 ) $ (0.1 ) $ — $ — $ (0.2 ) Year ended December 31, 2014 (Successor) $ — $ (1.5 ) $ 0.1 $ (0.2 ) $ (1.6 ) Year ended December 31, 2015 (Successor) $ (1.6 ) $ (2.1 ) $ 1.1 $ 0.1 $ (2.5 ) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of prepaid expenses of $25.0 million and $25.2 million as of December 31, 2015 and 2014, respectively, and other current assets of $3.2 million and $3.4 million as of December 31, 2015 and 2014, respectively. Property and Equipment, Net Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the estimated useful lives of the related assets: 30 years for buildings and 3 to 7 years for furniture, fixtures and computer equipment. Leasehold improvements 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. Computer Software, Net Computer software includes the fair value of software acquired in business combinations, purchased software and internally developed software. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line or accelerated methods over its estimated useful life, ranging from 5 to 10 years . Internal development costs for our client-facing software are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Otherwise Marketed . For computer software products to be sold, leased, or otherwise marketed, all costs incurred to establish the 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 and 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 customers. We do not capitalize any costs once the product is available for general release to customers. Amortization expense is recorded using straight-line or accelerated methods over the estimated software life and generally ranges from 5 to 10 years . We also assess the recorded value for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset. Internal development costs for internal-use computer software products are accounted for in accordance with ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . 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 on a product by product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded ratably over the software’s estimated useful life, generally ranging from 5 to 7 years . Other Intangible Assets, Net Other intangible assets, net consist primarily of customer relationships and trademarks that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis. Customer relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates over a period of up to 10 years from the Acquisition. Impairment Testing Long-lived assets, including property and equipment, deferred contract costs, computer 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 ended December 31, 2015 and 2014 and for the period from October 16, 2013 through December 31, 2013. 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. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist that could lead to a determination that the fair value of a reporting unit is greater than its carrying amount. We have three reporting units that carry goodwill as of December 31, 2015 - Servicing Technology, Origination Technology, and Data and Analytics. We completed an annual goodwill impairment analysis as of September 30, 2015. We did not have any events or circumstances indicating impairment of our goodwill during the years ended December 31, 2015 and 2014 and for the period from October 16, 2013 through December 31, 2013. Deferred Contract Costs Cost of software sales, outsourced data processing and application management arrangements, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of a contract are deferred and expensed over the contract life. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or transition activities and are primarily associated with installation of systems, processes and data conversion. In the event indications exist that a deferred contract cost balance related to a particular contract may be impaired, undiscounted estimated cash flows of the contract are projected over its remaining term and compared to the unamortized deferred contract cost balance. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted with a charge to earnings to equal the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. As of December 31, 2015 and 2014, we had approximately $87.0 million and $41.3 million , respectively, recorded as deferred contract costs that were classified in Other non-current assets in our Consolidated Balance Sheets. Amortization expense for deferred contract costs was $9.2 million and $1.0 million for the years ended December 31, 2015 and 2014, respectively, and is included in Depreciation and amortization in the accompanying Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). No amortization expense was recognized during the period from October 16, 2013 through December 31, 2013. Trade Accounts Payable and Other Accrued Liabilities The carrying amount reported in the Consolidated Balance Sheets for Trade accounts payable and other accrued liabilities approximates fair value because of their short-term nature. Loss Contingencies ASC Topic 450, Contingencies requires that we accrue for loss contingencies associated with outstanding litigation, claims and assessments, as well as unasserted claims for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated. Deferred Compensation Plan Certain of our management level employees and directors are eligible to participate in the FNF Deferred Compensation Plan (the "Plan"). The Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the Plan are provided by a funded rabbi trust. The compensation withheld from Plan participants, together with investment income on the Plan, is recorded as a deferred compensation obligation to participants. During 2014, the LPS Deferred Compensation Plan was frozen for new contributions and eligible employees were allowed to enroll in the FNF Deferred Compensation Plan. Also during 2014, the underlying rabbi trust was merged into the FNF deferred compensation rabbi trust, and the related liability was transferred to FNF. As a result of the aforementioned activities, the liability to Plan participants as well as the assets of the funded rabbi trust are carried by FNF. Equity-Based Compensation We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost for the grant date fair value of equity-based payments to be recognized over the requisite service period. We estimate the grant date fair value of the equity-based awards issued in the form of profits interests using the Black-Scholes option pricing model. The fair value of our restricted stock awards is measured based on the closing market price of our stock on the grant date. Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to Black Knight by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings attributable to Black Knight adjusted as necessary for the affect of potentially dilutive securities, by the number of weighted-average shares outstanding during the period and the affect of securities that would have a dilutive effect on earnings per share. See Note 4 - Earnings Per Share for a more detailed discussion. Revenue Recognition The following describes our primary types of revenues and our revenue recognition policies as they pertain to the types of contractual arrangements we enter into with our customers to provide services, software licenses and software-related services either individually or as part of an integrated offering of multiple services. These arrangements occasionally include offerings from more than one segment to the same customer. We recognize revenues relating to mortgage processing, outsourced business processing services and data and analytics services, along with software licensing and software-related services. In some cases, these services are offered in combination with one another, and in other cases we offer them individually. Revenues from processing services are typically volume-based depending on factors such as the number of accounts processed, transactions processed and computer resources utilized. The majority of our revenues are from outsourced data processing and application hosting, data, analytic and valuation- related services and outsourced business processing services. Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. For hosting arrangements, revenues and costs related to implementation, conversion and programming services are deferred and subsequently recognized using the straight-line method over the term of the related services agreement. We evaluate these deferred contract costs for impairment in the event any indications of impairment exist. In the event that our arrangements with our customers include more than one element, we determine whether the individual revenue elements can be recognized separately. In arrangements with multiple deliverables, the delivered items are considered separate units of accounting if (1) they have value on a standalone basis and (2) performance of the undelivered items is considered probable and within our control. Arrangement consideration is then allocated to the separate units of accounting based on relative selling price. If it exists, vendor-specific objective evidence (“VSOE”) of fair value is used to determine relative selling price, otherwise third-party evidence of selling price is used. If neither exists, the best estimate of selling price is used for the deliverable. For multiple element software arrangements, we determine the appropriate units of accounting and how the arrangement consideration should be measured and allocated to the separate units. Initial license fees are recognized when a contract exists, the fee is fixed or determinable, software delivery has occurred and collection of the receivable is deemed probable, provided that VSOE of fair value has been established for each element or for any undelivered elements. We determine the fair value of each element or the undelivered elements in multiple element software arrangements based on VSOE of fair value. VSOE of fair value for each element is based on the price charged when the same element is sold separately, or in the case of post-contract customer support, when a stated renewal rate is provided to the customer. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred, and the remaining portion of the arrangement fee is recognized as revenue. If evidence of fair value does not exist for one or more undelivered elements of a contract, then all revenue is deferred until all elements are delivered or fair value is determined for all remaining undelivered elements. Revenue from post-contract customer support is recognized ratably over the term of the agreement. We record deferred revenue for all billings invoiced prior to revenue recognition. Operating Expenses Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses include personnel expense, employee benefits, occupancy costs, data processing costs, program design and development costs and professional services. Depreciation and amortization includes depreciation of property and equipment and amortization of computer software, deferred contract costs and other intangible assets. General and administrative expenses, which are primarily included in our corporate segment within Operating expenses, include personnel expense, employee benefits, occupancy and other costs associated with personnel employed in marketing, human resources, legal, enterprise risk, finance and other support functions. General and administrative expenses also include depreciation of non-operating assets, certain professional and legal fees and costs of advertising and other marketing-related programs. Transition and integration costs contain incremental costs associated with executing the Acquisition and completing the Internal Reorganization and the Offering Reorganization as described above, as well as the related transitioning costs including employee severance, synergy program bonuses and certain other non-recurring professional and other costs, including costs related to the IPO, as well as member management fees, of which substantially all were incurred prior to the completion of the IPO on May 26, 2015. Interest Expense Interest expense, net consists mainly of interest on our borrowings, commitment fees on our revolving credit facility, administrative agency fees, rating agent fees and a guarantee fee that we pay FNF for their ongoing guarantee of our 5.75% Senior Notes due 2023 (the "Senior Notes"). Income Taxes We are required to determine earnings taxes in each of the jurisdictions in which we operate as a part of the process of preparing the consolidated financial statements. This process involves calculating actual current tax expense together with assessing basis differences resulting from differing recognition of items for earnings tax and accounting purposes. These differences result in deferred earnings tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred earnings 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 its historical pattern of taxable earnings, projections of future earnings, tax planning strategies and other relevant evidence, we will produce sufficient earnings in the future to realize its deferred income tax assets. To the extent we establish a valuation allowance or increase this allowance in a period, we must reflect this increase as expense within Income tax expense in the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). 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. For the period from October 16, 2013 through May 25, 2015, the day prior to the IPO, BKFS LLC was treated as a partnership under applicable federal and state income tax laws in connection with the Acquisition and Internal Reorganization. Corporate subsidiaries are subject to applicable U.S. federal, foreign and state taxation. Deferred tax assets and liabilities were recognized for temporary differences between the financial reporting basis and the tax basis of the corporate subsidiaries’ assets and liabilities and expected benefits of utilizing net operating loss carryforwards. 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 financial statements in the period enacted. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) . Under this ASU, lessees will be required to recognize the following for all leases (with the exception of leases with a term of 12 months or less) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under this ASU, lessor accounting remains largely unchanged. The ASU requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expire before the earliest comparative period presented. A full retrospective transition approach is not permitted. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early application is permitted. We are currently assessing the effect the adoption of this ASU will have on our results of operations or our financial position. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We have elected to retrospectively adopt this update as of the fourth quarter of 2015. Accordingly, deferred tax assets, net in the amount of $0.2 million formerly classified as current assets at December 31, 2014 have been reclassified as non-current assets in our Consolidated Balance Sheets. In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We do not expect this update to have a material effect on our results of operations or our financial position. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30) . This ASU requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This update is applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. This update is effective for annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We adopted this ASU during the second quarter of 2015, and this update did not have a material effect on our results of operations or our financial position. There were no debt issuance costs included on our Condensed Consolidated Balance Sheets prior to adoption of this ASU, and as a result, there were no retrospective adjustments required with this change in accounting principle. In February 2015, the FASB issued ASU 2015-02, Consolidation ( Topic 810 ). This ASU reduces the number of consolidation models and simplifies their application. The ASU changes the evaluation of whether limited partnerships (and similar legal entities) are variable interest entities (VIEs) and eliminates the presumption that a general partner should consolidate a limited partnership that is a voting interest entity. The new guidance also alters the analysis for determining when fees paid to a decision maker or service provider represent a variable interest in a VIE and how interests of related parties affect the primary beneficiary determination. This ASU eliminates the indefinite deferral of the consolidation requirements in ASU 2009-17 for reporting enterprises with interests in certain investment companies. This update is effective for annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We do not expect this update to have a material effect on our results of operations or our financial position. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . T |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of Class A common stock outstanding. During the year ended December 31, 2015 , potentially dilutive securities include restricted stock awards and the shares of Class B common stock that are convertible on a one -for-one basis into shares of our Class A common stock. However, the approximately 84.8 million shares of Class B common stock have been excluded in computing diluted net earnings per share because including them on an "if-converted" basis would have an antidilutive effect. The shares of Class B common stock do not share in the earnings or losses of Black Knight and are, therefore, not participating securities. Accordingly, basic and diluted net earnings per share of Class B common stock have not been presented. The denominator includes the dilutive effect of approximately 3.5 million shares of unvested restricted shares of Class A shares of common stock as of December 31, 2015. The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts): May 26, 2015 through December 31, 2015 Basic: Net earnings attributable to Black Knight $ 20.0 Shares used for basic net earnings per share: Weighted average shares of Class A common stock outstanding 64.4 Basic net earnings per share $ 0.31 Diluted: Net earnings attributable to Black Knight $ 20.0 Shares used for diluted net earnings per share: Weighted average shares of Class A common stock outstanding 64.4 Dilutive effect of unvested restricted shares of Class A common stock 3.5 Weighted average shares of Class A common stock, diluted 67.9 Diluted net earnings per share $ 0.29 Basic and diluted net earnings per share information is not applicable for reporting periods prior to the completion of the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Successor We are party to certain related party agreements. These parties became related parties of BKFS LLC on January 2, 2014 as a result of the Acquisition and Internal Reorganization and remain related parties after the completion of the Offering Reorganization. Transactions with these related parties since January 2, 2014 are described below. FNF We have various agreements with FNF and certain FNF subsidiaries, including ServiceLink, to provide technology, data and analytics services. We also provide certain corporate services to ServiceLink, including corporate shared services and information technology. In addition, FNF provided certain corporate services to us, including management, consulting and corporate administrative services. Following the IPO, we no longer pay management fees to FNF. We are also a party to certain other agreements under which we incur other expenses or receive revenues from FNF. A detail of the revenues and expenses, net from FNF is set forth in the table below: Year ended December 31, 2015 2014 (in millions) Revenues $ 68.5 $ 71.8 Operating expenses 8.0 (3.3 ) Management fees(1) 2.3 5.8 Interest expense 39.5 97.5 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). We were party to intercompany note obligations with FNF through May 27, 2015 and recognized $39.5 million in related party interest expense, which includes a guarantee fee paid to FNF, for the year ended December 31, 2015 . We also recognized $97.5 million in related party interest expense for the year ended December 31, 2014. We had no outstanding intercompany notes as of December 31, 2015 . There were $1,519.0 million of intercompany notes outstanding as of December 31, 2014. As of December 31, 2015 , FNF and related subsidiaries held $49.8 million of principal of our Term B Loan (as defined in Note 10 - Long Term Debt ) from our credit agreement dated May 27, 2015. Beginning on May 26, 2015, we pay to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes in exchange for the ongoing guarantee by FNF of the Senior Notes. In October 2017, the guarantee fee will increase to 2.0% of the outstanding principal of the Senior Notes. THL Two managing directors of THL currently serve on our Board of Directors. We receive software and systems services from certain entities over which THL exercises control. In addition, THL provided certain corporate services to us, including management and consulting services. Following the IPO, we no longer pay management fees to THL. A detail of the revenues and expenses, net from THL is set forth in the table below: Year ended December 31, 2015 2014 (in millions) Operating expenses $ 1.6 $ 1.6 Management fees(1) 1.3 3.2 Software and software-related purchases 1.4 2.2 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). In connection with the IPO and the merger of the THL Intermediaries with and into us, we made a $17.3 million cash payment to certain THL Affiliates. As of December 31, 2015 , THL and THL Affiliates held $39.8 million of principal amount of our Term B Loan (as defined in Note 10 - Long Term Debt ) from our credit agreement dated May 27, 2015. Revenues and Expenses A detail of related party items included in Revenues is as follows: Year ended December 31, 2015 2014 (in millions) Data and analytics services $ 48.1 $ 55.4 Servicing, origination and default technology services 20.4 16.4 Total related party revenues $ 68.5 $ 71.8 A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows: Year ended December 31, 2015 2014 (in millions) Data entry, indexing services and other operating expenses $ 8.7 $ 11.8 Corporate services 8.8 12.4 Technology and corporate services (7.9 ) (25.9 ) Total related party expenses, net $ 9.6 $ (1.7 ) Predecessor Property Insight has historically conducted business with FNF and operated with FNF in an arrangement under which it provides title production services to FNF affiliates. Additionally, as a combined company, BKFS LLC received certain corporate support services and leased certain assets from FNF. During the period from October 16, 2013 through December 31, 2013, BKFS LLC received $7.8 million in revenues and recognized $3.7 million in operating expenses from FNF. We believe the amounts earned from or charged by us under each of the foregoing arrangements are fair and reasonable. We believe our service arrangements are priced within the range of prices we offer to third parties, except for certain corporate services provided to ServiceLink 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following (in millions): December 31, 2015 2014 Land $ 11.9 $ 11.9 Buildings 62.3 61.4 Leasehold improvements 4.7 3.6 Computer equipment 128.8 95.4 Furniture, fixtures and other equipment 6.1 4.4 Property and equipment 213.8 176.7 Accumulated depreciation and amortization (61.8 ) (34.3 ) Property and equipment, net $ 152.0 $ 142.4 Depreciation and amortization expense on property and equipment related to continuing operations amounted to $28.4 million , $29.6 million and $0.1 million for the years ended December 31, 2015 and 2014 and the period from October 16, 2013 through December 31, 2013 , respectively. |
Computer Software
Computer Software | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Computer Software | Computer Software Computer software, net consists of the following (in millions): December 31, 2015 2014 Internally developed software $ 578.1 $ 536.3 Purchased software 37.8 30.8 Computer software 615.9 567.1 Accumulated amortization (149.4 ) (79.3 ) Computer software, net $ 466.5 $ 487.8 Amortization expense on computer software related to continuing operations amounted to $70.3 million , $65.2 million and $0.6 million for the years ended December 31, 2015 and 2014 and the period from October 16, 2013 through December 31, 2013 , respectively. Internally developed software and purchased software are inclusive of amounts acquired through the Acquisition. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets, net consists of the following (in millions): December 31, 2015 December 31, 2014 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationships $ 514.8 $ (186.3 ) $ 328.5 $ 514.8 $ (105.3 ) $ 409.5 Other 9.8 (8.1 ) 1.7 9.8 (2.7 ) 7.1 Total intangible assets $ 524.6 $ (194.4 ) $ 330.2 $ 524.6 $ (108.0 ) $ 416.6 Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 2 to 10 years from the Acquisition using straight line and accelerated methods. Amortization expense on intangible assets with definite lives related to continuing operations is included in Depreciation and amortization in the accompanying Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss) and amounted to $86.4 million , $93.0 million and $0.4 million for the years ended December 31, 2015 and 2014 and the period from October 16, 2013 through December 31, 2013 , respectively. Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions): 2016 $ 76.3 2017 65.1 2018 54.7 2019 44.7 2020 34.8 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill consists of the following (in millions): Successor Technology Data and Analytics Corporate and Other Total Balance, January 1, 2014 $ — $ — $ — $ — Increases to goodwill related to: Contribution of BKIS from FNF 2,045.6 106.7 — 2,152.3 Contribution of Commerce Velocity from FNF 25.8 — — 25.8 Contribution of Property Insight from FNF — 66.5 — 66.5 Decreases to goodwill related to: Sale of NTNY to Chicago Title Insurance Company (19.4 ) — — (19.4 ) Sale of PCLender (1.3 ) — — (1.3 ) Balance, December 31, 2014 $ 2,050.7 $ 173.2 $ — $ 2,223.9 Activity — — — — Balance, December 31, 2015 $ 2,050.7 $ 173.2 $ — $ 2,223.9 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in millions): December 31, 2015 2014 Principal Debt Issuance Costs Premium (Discount) Total Principal Premium Total Term A Loan $ 780.0 $ (9.4 ) $ — $ 770.6 $ — $ — $ — Term B Loan 398.0 (3.9 ) (0.9 ) 393.2 — — — Revolving Credit Facility 100.0 (4.8 ) — 95.2 — — — Intercompany Notes — — — — 699.0 — 699.0 Mirror Note Tranche "T" — — — — 644.0 — 644.0 Mirror Note Tranche "R" — — — — 176.0 — 176.0 Senior Notes, issued at par 390.0 — 12.5 402.5 594.9 21.2 616.1 Total long-term debt 1,668.0 (18.1 ) 11.6 1,661.5 2,113.9 21.2 2,135.1 Less: Current portion of long-term debt 44.0 (0.5 ) — 43.5 64.4 — 64.4 Long-term debt, net of current portion $ 1,624.0 $ (17.6 ) $ 11.6 $ 1,618.0 $ 2,049.5 $ 21.2 $ 2,070.7 Credit Agreement On May 27, 2015, our indirect subsidiary, BKIS, entered into a credit and guaranty agreement (the “Credit Agreement”), dated as of May 27, 2015, with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the other agents and lenders party thereto. The Credit Agreement provides for (i) an $800.0 million term loan A facility (the “Term A Loan”), (ii) a $400.0 million term loan B facility (the “Term B Loan”) and (iii) a $400.0 million revolving credit facility (the “Revolving Credit Facility”, and collectively with the Term A Loan and Term B Loan, the “Facilities”). The Term A Loan and the Revolving Credit Facility mature on May 27, 2020, and the Term B Loan matures on May 27, 2022. The Facilities are guaranteed by substantially all of BKIS’s wholly-owned domestic restricted subsidiaries and BKFS LLC, and are secured by associated collateral agreements that pledge a lien on virtually all of BKIS’s assets and assets of the guarantors. The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, which commenced on September 30, 2015, equal to the percentage set forth below of the initial aggregate principal amount of the Term A Loan for such fiscal quarter: Payment Dates Percentage September 30, 2015 through and including June 30, 2017 1.25% Commencing on September 30, 2017 through and including June 30, 2019 2.50% Commencing on September 30, 2019 through and including March 31, 2020 3.75% The remaining principal balance of the Term A Loan is due upon maturity. The Term B Loan is subject to amortization of principal (payable in equal quarterly installments) with the initial payment beginning on September 30, 2015, with 1.0% of the initial aggregate advances thereunder to be payable each year prior to the maturity date of the Term B Loan, and the remaining initial aggregate advances thereunder to be payable at the Term B Loan maturity date. The Term A Loan and the Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 50 and 125 basis points depending on the total leverage ratio of BKIS and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) or (ii) the Eurodollar rate plus a margin of between 150 and 225 basis points depending on the Consolidated Leverage Ratio. As of December 31, 2015, the Term A Loan and the Revolving Credit Facility bear interest at the Eurodollar rate plus a margin of 200 basis points. The Term B Loan bears interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 175 or 200 basis points depending on the Consolidated Leverage Ratio or (ii) the Eurodollar rate plus a margin of 275 or 300 basis points depending on the Consolidated Leverage Ratio; subject to a Eurodollar rate floor of 75 basis points. As of December 31, 2015, the Term B Loan bears interest at the Eurodollar rate plus a margin of 300 basis points, subject to a Eurodollar rate floor of 75 basis points. In addition, BKIS will pay an unused commitment fee of between 25 and 35 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. As of December 31, 2015 , we have $300.0 million capacity on the Revolving Credit Facility and pay an unused commitment fee of 30 basis points. During the year ended December 31, 2015, we borrowed $100.0 million on our Revolving Credit Facility and did not make any payments. As of December 31, 2015 , the interest rates on the Term A Loan, Term B Loan and Revolving Credit Facility were 2.44% , 3.75% and 2.44% , respectively. Under the Credit Agreement, BKIS (and in certain circumstances, BKFS LLC) and its restricted subsidiaries are subject to customary affirmative, negative and financial covenants, and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies). Intercompany and Mirror Notes On January 2, 2014, BKHI issued (i) a Mirror Note (the "Original Mirror Note"), in the original principal amount of $1,400.0 million and (ii) an Intercompany Note (the "Original Intercompany Note"), in the original principal amount of $1,175.0 million to FNF. BKFS LLC entered into an assumption agreement, dated as of January 3, 2014, among BKFS LLC, BKHI and FNF pursuant to which BKFS LLC assumed $820.0 million of the debt issued under the Original Mirror Note and $688.0 million of the debt issued under the Original Intercompany Note (such amounts, the "BKFS LLC Assumed Amounts") and FNF released BKHI of its obligations with respect to the BKFS LLC Assumed Amounts. Subsequently, on January 6, 2014, BKFS LLC borrowed an additional sum of $63.0 million pursuant to an intercompany note (the "Second Intercompany Note") issued by BKFS LLC to FNF, and on March 31, 2014, BKFS LLC borrowed an additional sum of $25.0 million pursuant to the Second Intercompany Note. BKFS LLC amended and restated the Second Intercompany Note on May 30, 2014 to remove required amortization payments. The Second Intercompany Note, as amended and restated, is referred to herein as the "Amended and Restated Second Intercompany Note." BKFS LLC amended and restated the Original Intercompany Note on May 30, 2014 to remove required amortization payments and to reflect BKFS LLC as the Borrower with respect to the indebtedness assumed thereunder. The Original Intercompany Note, as amended and restated, is referred to herein as the "Amended and Restated Original Intercompany Note." We amended and restated each of the Amended and Restated Original Intercompany Note and the Original Mirror Note on March 30, 2015 so that the obligations of each borrower thereunder are evidenced by a separate note. The Amended and Restated Original Intercompany Note and the Original Mirror Note, as amended and restated, are referred to herein as the "Second Amended and Restated Original Intercompany Note" and "Amended and Restated Original Mirror Note," respectively. The Amended and Restated Original Mirror Note is also referred to herein as the "Former Mirror Note." The Second Amended and Restated Original Intercompany Note and the Amended and Restated Second Intercompany Note are collectively referred to herein as the "Former Intercompany Notes." The Intercompany Notes bore interest at a rate of 10.0% per annum. The Former Mirror Note was divided into two tranches known as Tranche "T" and Tranche "R", collectively, the "Mirror Notes". The Tranche "T" in the original amount of $644.0 million bore interest at the rate or rates of interest charged on borrowings under FNF’s term loan credit agreement, plus 100 basis points. The Tranche "R" in the original amount of $176.0 million bore interest at the rate or rates of interest charged on borrowings under FNF's revolving credit agreement, plus 100 basis points. On May 27, 2015, we repaid the entire $627.9 million in outstanding principal on the Tranche "T" note, as well as $1.3 million in accrued interest. We also repaid the entire $176.0 million in outstanding principal on the Tranche "R" note, as well as $0.3 million in accrued interest. Additionally, on May 27, 2015, we repaid the entire $699.0 million in outstanding principal on the Amended and Restated Second Intercompany Note, as well as $10.7 million in accrued interest. Senior Notes BKIS has 5.75% Senior Notes, interest paid semi-annually, which mature on April 15, 2023. The Senior Notes are senior unsecured obligations, registered under the Securities Act and contain customary affirmative, negative and financial covenants, and events of default for indebtedness of this type (with grace periods, as applicable, and lender remedies). On May 29, 2015, we redeemed approximately $204.8 million in aggregate principal of our outstanding Senior Notes at a price of 105.75% (the "Redemption"), and paid $ 1.4 million in accrued interest. We incurred a charge on the Redemption of $11.8 million . We also reduced the bond premium by $7.0 million for the portion of the premium that related to the redeemed Senior Notes, resulting in a net loss on the Redemption of $4.8 million . Following the Redemption, $390.0 million in aggregate principal of our Senior Notes remained outstanding. On May 27, 2015, BKIS, Black Knight Lending Solutions, Inc. (“BKLS,” and, together with BKIS, the “Issuers”), the guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, dated as of October 12, 2012, governing the Issuers’ Senior Notes, among the Issuers, the Guarantors party thereto and the Trustee, (as supplemented to date, the "Indenture"). The Third Supplemental Indenture supplements the Indenture to add the Guarantors as guarantors of the Issuers’ obligations under the Indenture and the Senior Notes. As the Guarantors consist of substantially all of the subsidiaries of BKHI, with the exception of two insignificant subsidiaries, the Consolidated and Combined Financial Statements present all of the required guarantor financial statements and we have not presented separate guarantor financial statements. On January 16, 2014, we issued an offer to purchase our Senior Notes pursuant to the change of control provisions under the related Indenture at a purchase price of 101% of the principal amount plus accrued interest to the purchase date. As a result of the offer, bondholders tendered $5.2 million in principal of the Senior Notes, which were subsequently purchased by us on February 24, 2014. On February 7, 2014, BKIS, FNF, BKLS and the Trustee entered into a second Supplemental Indenture pursuant to which we paid $0.7 million to the holders of the Senior Notes in exchange for the removal of certain financial reporting covenants. On January 2, 2014, upon consummation of the Merger, LPS entered into a Supplemental Indenture (the “Supplemental Indenture”) with FNF, BKLS, and U.S. Bank National Association, as Trustee, to the Indenture dated as of October 12, 2012, among LPS, the subsidiary guarantors party thereto and the Trustee, related to LPS’ Senior Notes. Pursuant to the terms of the Supplemental Indenture, (i) FNF became a guarantor of LPS’ obligations under the Senior Notes and agreed to fully and unconditionally guarantee the Senior Notes, on a joint and several basis with the guarantors named in the Indenture and (ii) BKLS became a “co-issuer” of the Senior Notes and agreed to become a co-obligor of LPS’ obligations under the Indenture and the Senior Notes, on the same terms and subject to the same conditions as LPS, on a joint and several basis. As a result of FNF’s guarantee of the Senior Notes, the Senior Notes were rated as investment grade, which resulted in the suspension of certain restrictive covenants in the Indenture. Since May 26, 2015, we have been paying to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes in exchange for the ongoing guarantee by FNF of the Senior Notes. In October 2017, the guarantee fee increases to 2.0% of the outstanding principal of the Senior Notes. Prior to October 15, 2017, we may redeem some or all of the Senior Notes by paying a “make-whole” premium based on U.S. Treasury rates. On or after October 15, 2017, we may redeem some or all of the Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest. In addition, if a change of control occurs, we are required to offer to purchase all outstanding Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase. As a result of the Acquisition, the Senior Notes were adjusted to fair value, resulting in our recording a premium on the Senior Notes of approximately $23.3 million . The premium is amortized over the remaining term of the Senior Notes using the effective interest method. During the year s ended December 31, 2015 and 2014, we recognized $1.7 million and $2.1 million of amortization, respectively, which is included as a component of Interest expense, net. As of December 31, 2015 , the unamortized portion of the premium was $12.5 million . Fair Value of Long-Term Debt The fair value of our Senior Notes as of December 31, 2015 was $401.7 million ( 103.0% of par value), 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, 2015 as they are variable rate instruments with short reset periods (either monthly or quarterly) which reflect current market rates. The fair value of our Facilities is based upon established market prices for the securities using Level 2 inputs. Principal Maturities of Debt Principal maturities as of December 31, 2015 for each of the next five years and thereafter are as follows (in millions): 2016 $ 44.0 2017 64.0 2018 84.0 2019 104.0 2020 604.0 Thereafter 768.0 Total $ 1,668.0 Scheduled maturities noted above exclude the effect of the $12.5 million unamortized bond premium as well as debt issuance costs and discounts associated with the Facilities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 includes purported 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 no actions, other than those discussed below, 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. The accrual for legal and regulatory matters was $8.0 million and $11.7 million as of December 31, 2015 and 2014 , respectively. 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 that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. Litigation Matters On December 16, 2013, LPS received notice that Merion Capital, L.P. and Merion Capital II, L.P. (together "Merion Capital") were asserting their appraisal right relative to their ownership of 5,682,276 shares of LPS stock (the “Appraisal Shares”) in connection with the Acquisition. On February 6, 2014, Merion Capital filed an appraisal proceeding, captioned Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL, in the Delaware Court of Chancery seeking a judicial determination of the "fair" value of Merion Capital's 5,682,276 shares of LPS common stock under Delaware law, together with statutory interest. We filed an answer to this suit on March 3, 2014. On September 18, 2014, we reached an agreement with Merion Capital to pay the merger consideration to Merion Capital and stop the accrual of additional statutory interest during the pendency of the appraisal proceeding, and FNF paid Merion Capital the merger consideration (cash and stock), which was previously held in escrow for Merion Capital, in respect of the Appraisal Shares, and BKFS LLC paid interest of $9.0 million through the date of payment. Discovery is ongoing. Trial is currently scheduled for early May 2016. The parties will continue the appraisal proceedings, however, we do not believe the case will result in a material negative outcome to us. In March 2013, LPS was named as a defendant in a wrongful death case, Benavides-Mejia v. Lender Processing Services, Inc. n/k/a Black Knight InfoServ, LLC. The case was filed as a result of a fire on December 30, 2010 in a four -unit rent controlled apartment building located in Oakland, CA (the "Property") in which three people died. The Property was foreclosed on in 2009, and then assigned to certain subsidiaries of LPS for asset management and preservation. The complaint was filed against Bank of New York, Bank of America, LPS, Security Pacific Brokerage and six independent subcontractors of LPS Field Services n/k/a ServiceLink Field Services, LLC (“Field Services”), alleged negligence and violation of various statutes and regulations, and asserted damages for wrongful death, personal injury, property damage and various habitability violations, as well as punitive damages. At a mediation held on May 27, 2015, the parties agreed to settle the matter. The confidential settlement agreement has been executed by all parties, approved by the court and the settlement proceeds have been paid by ServiceLink. All claims against LPS have been dismissed. In 2008, our former subsidiary Market Intelligence, Inc. ("MI") received a demand letter from TCF National Bank (“TCF”) alleging certain evaluation products purchased by TCF from MI between mid-2002 and mid-2005 had improperly overestimated the values of the subject properties as collateral, resulting in losses to TCF when it foreclosed on those properties or otherwise charged off the relevant loans. MI rejected TCF’s demand. In September 2011, TCF filed suit in the U.S. District Court for the District of Minnesota, TCF National Bank v. Market Intelligence, Inc., Fidelity National Information Services, Inc., LSI Appraisal, LLC and Lender Processing Services, Inc ., alleging various common law, contractual and statutory claims. The U.S. District Court dismissed several of TCF’s legal claims in July 2012. Pursuant to the U.S. District Court’s order on January 3, 2013, TCF was allowed to proceed with claims for fraudulent inducement, negligent appraisal, breach of contract, breach of the covenant of good faith, common law fraud and consumer fraud under a Minnesota statute. TCF’s amended complaint alleged damages of at least $3.3 million , but asserted that it would seek to recover additional damages as a result of loan charge-offs and foreclosures after September 2011. In mid-January 2014, TCF asserted that it had suffered additional losses of more than $15.0 million since September 2011, resulting in a new total damages claim of $18.5 million . In addition to compensatory damages, TCF also seeks attorneys' fees, under certain claims, and costs. On October 14, 2014, the District Court entered a Memorandum Opinion and Order granting our Motion for Summary Judgment on all causes of action. On November 5, 2014, TCF filed an appeal with the Eighth Circuit Court of Appeals, briefs have been filed by both parties and oral argument was held on October 20, 2015. On February 4, 2016, the Eighth Circuit Court of Appeals affirmed the District Court's judgment. The businesses associated with this case were contributed to ServiceLink in connection with the Acquisition and Internal Reorganization (see Note 2 - Acquisition and Internal Reorganization by FNF and Other Transactions ). Although LPS is named in the case, the ongoing costs of litigation and any potential resulting liability is borne by the underlying businesses of ServiceLink. This matter is subject to a Cross-Indemnity Agreement between BKFS LLC and ServiceLink (see Indemnification Agreement below). Regulatory Matters Following a review by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and the Office of Thrift Supervision (collectively, the “banking agencies”), LPS entered into a consent order (the “Order”) dated April 13, 2011 with the banking agencies. The banking agencies' review of LPS' services included the services provided by its default operations to mortgage servicers regulated by the banking agencies, including document execution services, which were contributed in connection with the Acquisition and Internal Reorganization (see Note 2). The Order does not make any findings of fact or conclusions of wrongdoing, nor does LPS admit any fault or liability. Under the Order, ServiceLink has adopted enhanced compliance, internal audit, risk management and board oversight plans with respect to those businesses. LPS also agreed to engage an independent third party to conduct a risk assessment and review of its default management businesses and document execution services provided to servicers from January 1, 2008 through December 31, 2010, which has been on hold since June 2013. To the extent such third party review, once completed, requires additional remediation of mortgage documents, ServiceLink has agreed to implement an appropriate plan to address the issues. The Order does not include any fine or other monetary penalty. The banking agencies notified ServiceLink in December 2015 that they wish to discuss terminating the Order through a possible agreed civil monetary penalty amount in lieu of requiring any additional document execution review by the independent third party. At this time, the parties have not agreed on a possible civil monetary penalty amount. The parties have entered into a tolling agreement to allow the parties to engage in these discussions. Although LPS is a party to the Order, the ongoing costs of litigation and any potential resulting liability is expected to be borne by the underlying LPS default operations, which are now part of ServiceLink. This matter is subject to a Cross-Indemnity Agreement between BKFS LLC and ServiceLink (see Indemnification Agreement below). 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 (the "Cross-Indemnity Agreement"). Pursuant to the Cross-Indemnity 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. Leases We lease certain of our property under leases which expire at various dates. Several of these agreements include escalation clauses and provide for purchases and renewal options for periods ranging from one to five years. Future minimum operating lease payments for leases with initial or remaining terms greater than one year for each of the next five years and thereafter are as follows (in millions): 2016 $ 9.3 2017 7.2 2018 4.8 2019 3.9 2020 2.6 Thereafter 0.5 Total $ 28.3 Rent expense incurred pertaining to continuing operations under all operating leases during the years ended December 31, 2015 and 2014 and the period from October 16, 2013 through December 31, 2013 was $10.4 million , $10.6 million and $0.9 million , respectively. Data Processing and Maintenance Services Agreements We have various data processing and maintenance services agreements with vendors, which expire through 2020, for portions of our computer data processing operations and related functions. Data processing and maintenance services agreement payments for agreements with initial or remaining terms greater than one year for each of the next five years and thereafter are as follows (in millions): 2016 $ 31.5 2017 29.0 2018 23.3 2019 0.2 2020 0.1 Thereafter — Total $ 84.1 However, this amount could be more or less depending on various factors such as the inflation rate, the introduction of significant new technologies or changes in our data processing needs. Off-Balance Sheet Arrangements We do not have any material off-balance sheet arrangements other than operating leases. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Benefit Plans | Profits Interests Plan Under the Black Knight Financial Services, LLC 2013 Management Incentive Plan (the "Incentive Plan"), we were authorized to issue up to 11,111,111 Class B units of BKFS LLC ("BKFS LLC profits interests") to eligible members of management and directors. During the year ended December 31, 2014, we issued BKFS LLC profits interests to certain members of BKFS LLC management, BKFS LLC directors and certain employees of ServiceLink, which vested over 3 years, with 50% vesting after the second year and 50% vesting after the third year. The terms of the profits interest grants provided for the grantees to participate in any value of BKFS LLC in excess of its fair value at the date of grant in proportion to the Class A member unit holders participation in the same. The fair value of BKFS LLC at the date of grant was otherwise known as the hurdle amount. Profits interests granted were determined and approved by the Compensation Committee of the Board of Managers. Once vested, Class B units were not subject to expiration. The Class B units could be settled under various scenarios. According to the terms of the LLC Agreement and depending on the scenario, the Class B units could be settled in shares of FNF stock or cash at the election of FNF. We accounted for the BKFS LLC profits interests granted to employees and directors in accordance with GAAP for equity-based payments, which requires that compensation cost relating to equity-based payments made to employees and directors be recognized in the Consolidated and Combined Financial Statements based on the fair value of each award. BKFS LLC profits interests granted to BKFS LLC employees and directors were equity-classified in accordance with GAAP. Using the fair value method of accounting, compensation cost was measured based on the fair value of the award at the date of grant and recognized over the service period. We utilized the Black-Scholes model to calculate the fair value of the profits interests awards on the date of grant (the “Calculation”). There were 9.5 million BKFS LLC profits interests granted to BKFS LLC employees and directors during the year ended December 31, 2014. The hurdle rate as of the date of grant 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 BKFS LLC profits interests are the rates that correspond to the weighted average expected life of the profits interests. The volatility was estimated based on the historical volatility of BKFS LLC peers and of the historical LPS stock price over a term equal to the weighted average expected life of the profits interests. We used a weighted average risk free interest rate of 1.06% , a volatility factor for the expected market price of the member units of 33.6% , a dividend yield of 0.0% and a weighted average expected life of 3.5 years with a discount of 22.2% for lack of marketability resulting in a weighted average fair value of $2.10 per BKFS LLC profits interests unit granted. The redemption value of the BKFS LLC profits interests granted to BKFS LLC management and directors is recorded to Redeemable members’ interests and was $24.7 million as of December 31, 2014 with an offsetting amount recorded to Contributed member capital. The redemption value was determined based on the fair value of the award and the proportionate service period rendered through December 31, 2014. During the year ended December 31, 2014, 1.6 million BKFS LLC profits interests grants were made to certain ServiceLink employees. In accordance with GAAP for accounting for equity-based payments, these awards were recorded as a dividend from BKFS LLC to FNF at the fair value on the date of grant. The amount of this dividend was $3.2 million and was reflected in Accumulated loss with an offsetting amount in Contributed member capital. The redemption value of BKFS LLC profits interests granted to ServiceLink employees was recorded to Redeemable members' interest and was $3.4 million as of December 31, 2014 with the offsetting amount recorded to Contributed member capital. Certain employees of BKFS LLC were also granted profits interests of ServiceLink ("ServiceLink profits interests"). In accordance with GAAP, BKFS LLC is required to account for these ServiceLink profits interests because the grants are to BKFS LLC employees. The ServiceLink profits interests are liability-classified and must be revalued each quarter based on their current fair value with compensation costs recognized over the service period (the "Updated Calculation"). There were 2.6 million ServiceLink profits interests granted to BKFS LLC employees during the year ended December 31, 2014. The hurdle rate as of the grant date was used to determine the per unit strike price for the Updated Calculation. The risk free interest rates used in the calculation of the fair value of the ServiceLink profits interests are the rates that correspond to the weighted average expected life of the profits interests. The volatility was estimated based on the historical volatility of ServiceLink peers and of the historical LPS stock price over a term equal to the weighted average expected life of the profits interests. As of December 31, 2015 and 2014, we used a risk free interest rate of 0.6% and 0.9% , respectively, a dividend yield of 0.0% in both periods, a volatility factor for the expected market price of the member units of 40% and 45% , respectively, and an expected life of 1.75 and 2.5 years, respectively, with a discount of 20% and 26.0% , respectively, for lack of marketability resulting in a fair value of $0.44 and $0.42 , respectively, per profits interests unit granted. As of December 31, 2015 and 2014, we had a liability of approximately $1.0 million and $0.3 million , respectively, included on the Consolidated Balance Sheets related to the ServiceLink profits interests awards granted to BKFS LLC employees and directors. Omnibus Incentive Plan In 2015, we established the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (the "Omnibus Plan") authorizing the issuance of up to 11.0 million shares of our Class A common stock, subject to the terms of the Omnibus Plan. The 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. As of December 31, 2015, there were 3,914,344 restricted shares of our Class A common stock outstanding under the Omnibus Plan. Awards granted are approved by the Compensation Committee of the Board of Directors. In connection with the IPO, we converted the 10,733,330 outstanding BKFS LLC profits interests units into 7,994,215 restricted shares of Black Knight Class A common stock. The fair value of the restricted shares was not greater than the value of the BKFS LLC profits interests units immediately prior to the conversion; therefore, no additional compensation expense was recognized. We accelerated the vesting of 4,381,021 restricted shares of Class A common stock held by our directors, incurring an acceleration charge of $6.2 million during the year ended December 31, 2015 . The shares were subject to a six -month underwriter requested lock-up, which expired on November 15, 2015. The remaining 3,596,344 unvested restricted shares will continue to vest on the same schedule as the former BKFS LLC profits interests. On December 21, 2015, we granted 318,000 restricted shares of our Class A common stock with a grant date fair value of $32.37 per share, which was based on the closing price of our common stock on the date of grant. These restricted shares vest over a 3 -year period; vesting is also based on certain operating performance criteria. On February 3, 2016, we granted 799,748 restricted shares of our Class A common stock with a grant date fair value of $28.29 per share, which was based on the closing price of our common stock on the date of grant. Of the 799,748 restricted shares granted, 247,437 restricted shares vest over a 3 -year period, and 552,311 restricted shares vest over a 4 -year period. The vesting of all the restricted shares granted on February 3, 2016 is also based on certain operating performance criteria. Restricted stock transactions under the Omnibus plan in 2015 are as follows: Shares Weighted Averaged Grant Date Fair Value Balance December 31, 2014 — $ — Converted 7,994,215 * Granted 318,000 $ 32.37 Forfeited (16,850 ) * Vested (4,381,021 ) * Balance December 31, 2015 3,914,344 _______________ * The converted shares were originally BKFS LLC profits interests units with a weighted average grant date fair value of $2.10 per unit. The fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. The original grant date fair value of the forfeited and vested restricted shares, which were originally granted as profits interests units, was $2.01 per unit. Equity-based compensation expense is included in Operating expenses in the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). Net earnings (loss) from continuing operations reflects equity-based compensation expense of $11.4 million and $6.4 million for the years ended December 31, 2015 and 2014, respectively. As noted above, the expense for the year ended December 31, 2015, includes an acceleration charge of $6.2 million for the accelerated vesting of the shares held by our directors. As of December 31, 2015, the total unrecognized compensation cost related to non-vested restricted shares of our Class A common stock and ServiceLink profits interests granted to BKFS LLC employees and directors is $13.9 million , which is expected to be recognized over a weighted average period of approximately 2.5 years . Stock Purchase Plan Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the “Black Knight ESPP Plan”) that 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 Plan document. Prior to July 20, 2015 and upon consummation of the Acquisition (see Note 2 - Acquisition and Internal Reorganization by FNF and Other Transactions for a more detailed discussion on the Acquisition), our employees became eligible to participate in the FNF Employee Stock Purchase Plan (the “FNF ESPP Plan”) that allowed eligible employees to make voluntary after-tax contributions ranging from 3% to 15% of eligible earnings. We contributed varying matching amounts as specified in the FNF ESPP Plan document. During July of 2014, matching contributions were reinstated under the FNF ESPP Plan. We recorded expense of $5.0 million , $2.8 million and $0.1 million for the years ended December 31, 2015 and 2014 and the period from October 16, 2013 through December 31, 2013, respectively, relating to the participation of our employees in the ESPP Plans. 401(k) Profit Sharing Plan Our employees participate in a qualified 401(k) plan sponsored by FNF. Under the terms of the plan and subsequent amendments, eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. 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 $5.2 million , $5.4 million and $0.1 million for the years ended December 31, 2015 and 2014 and the period from October 16, 2013 through December 31, 2013, respectively, relating to the participation of our employees in the 401(k) plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate for the years ended December 31, 2015 and 2014 was 14.0% and 4.7% , respectively. There was no effective tax rate for the period October 16, 2013 through December 31, 2013 as these entities were treated as partnerships and had no corporate taxes. The income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2015 and December 31, 2014 consists of the following (in millions): Year ended December 31, 2015 2014 Current: Federal $ 0.5 $ (5.3 ) State 0.7 0.1 Foreign 0.4 — Total current 1.6 (5.2 ) Deferred: Federal $ 11.3 $ (0.1 ) State 0.5 — Total deferred 11.8 (0.1 ) Total income tax expense (benefit) $ 13.4 $ (5.3 ) As described in Note 1 - Basis of Presentation , the IPO and Offering Reorganization was completed on May 26, 2015, and resulted in our ownership of 44.5% of BKFS LLC. For the period prior to the IPO, the taxable status of the BKFS LLC was a partnership under federal and state income tax laws. In connection with the IPO, two partners of BKFS LLC, THL Black Knight I Holding Corp. and THL Investors Black Knight I Holding Corp. (collectively, the “THL Blocker Corps”), merged with and into Black Knight with Black Knight as the surviving entity. For federal tax purposes, certain tax attributes, including a net operating loss of $46.1 million , were transferred to Black Knight under IRC Section 381. The net operating loss was used to offset the entire amount of taxable income for the 2015 tax year, for regular tax purposes. Alternative minimum tax ("AMT") will be due, however, as there is a limitation for the usage of net operating losses against AMT income. A reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2015 and December 31, 2014 is as follows: Year ended December 31, 2015 2014 Federal statutory rate 35.0 % 35.0 % State income taxes, net of federal benefit 1.3 % — % Noncontrolling interests (14.9 )% — % Partnership income not subject to tax (7.7 )% (22.2 )% Tax credits (0.3 )% — % Transaction costs — % (8.1 )% Other 0.6 % — % Effective tax rate 14.0 % 4.7 % The significant components of deferred tax assets and liabilities as of December 31, 2015 and 2014 consist of the following (in millions): December 31, 2015 2014 Deferred tax assets: Net operating loss carryovers $ 10.1 $ — Tax credit carryovers 0.7 — Other 0.2 0.2 Total deferred tax asset $ 11.0 $ 0.2 Deferred tax liabilities: Partnership basis $ (15.6 ) $ — Other - Foreign (0.1 ) — Total deferred tax liabilities $ (15.7 ) $ — Net deferred tax (liability) asset $ (4.7 ) $ 0.2 The merger described above resulted in a merger of the assets and liabilities of the THL Blocker Corps, which included the investment in BKFS LLC and the net deferred tax assets. During the 2015 year, the change in the deferred tax liability related to the partnership basis book and tax difference was partially offset by the change in the deferred tax asset related to the net operating loss carryovers. ASC Topic 740-10, Accounting for Uncertain Tax Positions, requires that a tax position be recognized or derecognized based on a more likely than not threshold. This applies to positions taken or expected to be taken on a tax return. There were no uncertain tax positions for Black Knight as of December 31, 2015 . We had net operating loss carryovers as of December 31, 2015 on a pre-tax basis of $28.8 million available to carryforward and offset future federal taxable income. The net operating loss carryovers are U.S. federal net operating losses arising from the merger with the THL Blocker Corps as described above. Under Internal Revenue Code Section 382, there is no limitation on our ability to utilize the net operating loss carryovers. These net operating loss carryovers will begin to expire in year 2035. We fully anticipate utilizing these net operating loss carryovers prior to expiration and thus, no valuation allowance has been established. The Bipartisan Budget Act of 2015 provides that any tax adjustments resulting from partnership audits will generally be determined, and any resulting tax, interest and penalties collected, at the partnership level for tax years beginning after December 31, 2017. The Bipartisan Budget Act of 2015 allows a partnership to elect to apply these provisions to any return of the partnership filed for partnership taxable years beginning after the date of the enactment, November 2, 2015. BKFS LLC does not intend to elect to apply these provisions for any tax return filed for partnership taxable years beginning before January 1, 2018. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | Concentrations of Risk We generate a significant amount of revenues from large customers, including a customer that accounted for 12% of total revenues in the year ended December 31, 2015. We had two large customers that accounted for 14% and 12% of total revenues in the year ended December 31, 2014. For the period from October 16, 2013 through December 31, 2013, sales to FNF accounted for 55% of the total combined revenues of Commerce Velocity and Property Insight. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and trade receivables. |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our segments is shown in the tables below. Following the Acquisition and Internal Reorganization described in Notes 1 and 2, our business is organized into two segments: • Technology - offers software and hosting solutions that support loan servicing, which include core mortgage servicing, specialty mortgage servicing, loan origination and settlement services. • Data and Analytics - offers solutions to enhance and support our technology products in the mortgage, real estate and capital markets industries. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation and other data solutions. Our data sets represent metropolitan statistical areas that cover 99.99% of the U.S. population and 96% of all mortgage transactions according to 2012 U.S. census data. Effective January 2, 2014, the Technology segment includes the results of Commerce Velocity, and the Data and Analytics segment includes the results of Property Insight, which were contributed into BKFS LLC by FNF in transactions between entities under common control during 2014. See Note 1 - Basis of Presentation for further discussion. As of and for the year ended December 31, 2015 : Technology Data and Analytics Corporate and Other Total (in millions) Revenues $ 756.2 $ 174.3 $ 0.2 $ 930.7 Operating expenses (1) 341.4 145.5 51.3 538.2 Depreciation and amortization 176.4 13.9 4.0 194.3 Transition and integration costs — — 8.0 8.0 Operating income (loss) 238.4 14.9 (63.1 ) 190.2 Interest expense 0.7 — (90.5 ) (89.8 ) Other income (expense) 0.1 — (4.7 ) (4.6 ) Earnings (loss) from continuing operations before income taxes 239.2 14.9 (158.3 ) 95.8 Income tax expense 0.5 — 12.9 13.4 Earnings (loss) from continuing operations $ 238.7 $ 14.9 $ (171.2 ) $ 82.4 Balance sheet data: Total assets $ 3,125.8 $ 308.4 $ 269.5 $ 3,703.7 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 As of and for the year ended December 31, 2014 : Technology Data and Analytics Corporate and Other Total (in millions) Revenues $ 695.5 $ 156.5 $ 0.1 $ 852.1 Operating expenses (1) 338.2 140.2 36.5 514.9 Depreciation and amortization 171.3 13.7 3.8 188.8 Transition and integration costs 3.7 0.9 114.7 119.3 Operating income (loss) 182.3 1.7 (154.9 ) 29.1 Interest expense — — (128.7 ) (128.7 ) Other income (expense) 0.8 0.1 (12.9 ) (12.0 ) Earnings (loss) from continuing operations before income taxes 183.1 1.8 (296.5 ) (111.6 ) Income tax expense (benefit) 0.6 — (5.9 ) (5.3 ) Earnings (loss) from continuing operations $ 182.5 $ 1.8 $ (290.6 ) $ (106.3 ) Balance sheet data: Total assets $ 3,150.4 $ 297.4 $ 150.5 $ 3,598.3 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 ______________________________ (1) Operating expenses within the "Corporate and Other" segment are attributable to unallocated general and administrative expenses. |
Significant Accounting Polici22
Significant Accounting Policies Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying Consolidated and Combined Financial Statements were prepared in accordance with GAAP, and all adjustments considered necessary for a fair presentation have been included. |
Consolidation | All significant intercompany accounts and transactions have been eliminated. |
Fair Value | Fair Value of Financial Assets and Liabilities 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. Fair Value of Assets Acquired and Liabilities Assumed The fair values of assets acquired and liabilities assumed in business combinations are estimated using various assumptions. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of intangible assets and software, with the remaining value, if any, attributable to goodwill. We utilize third-party valuation specialists to assist with determining the fair values of intangible assets and software purchased in business combinations. These estimates are based on Level 2 and Level 3 inputs. |
Management Estimates | The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The accounting estimates that require our most significant, difficult and subjective judgments include the determination of elements and allocation of fair value of our revenue arrangements, the recoverability of other intangible assets and goodwill, and the assessment of loss contingencies. Actual results that we experience 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. |
Trade Receivables, Net | The carrying amounts reported in the Consolidated Balance Sheets for Trade receivables, net approximate their fair value because of their short-term nature. |
Allowance for Doubtful Accounts | The allowance for doubtful accounts represents management’s estimate of those balances that are uncollectible as of the balance sheet date. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. We write off accounts receivable when the likelihood of collection of a trade receivable balance is considered remote. |
Property, Plant and Equipment | Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the estimated useful lives of the related assets: 30 years for buildings and 3 to 7 years for furniture, fixtures and computer equipment. Leasehold improvements 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. |
Computer Software, Net | Computer software includes the fair value of software acquired in business combinations, purchased software and internally developed software. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line or accelerated methods over its estimated useful life, ranging from 5 to 10 years . Internal development costs for our client-facing software are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Otherwise Marketed . For computer software products to be sold, leased, or otherwise marketed, all costs incurred to establish the 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 and 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 customers. We do not capitalize any costs once the product is available for general release to customers. Amortization expense is recorded using straight-line or accelerated methods over the estimated software life and generally ranges from 5 to 10 years . We also assess the recorded value for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset. Internal development costs for internal-use computer software products are accounted for in accordance with ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . 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 on a product by product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded ratably over the software’s estimated useful life, generally ranging from 5 to 7 years . |
Other Intangible Assets, Net | Other intangible assets, net consist primarily of customer relationships and trademarks that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis. Customer relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates over a period of up to 10 years from the Acquisition. |
Impairment Testing | Long-lived assets, including property and equipment, deferred contract costs, computer 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. |
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. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist that could lead to a determination that the fair value of a reporting unit is greater than its carrying amount. We have three reporting units that carry goodwill as of December 31, 2015 - Servicing Technology, Origination Technology, and Data and Analytics. |
Deferred Contract Costs | Cost of software sales, outsourced data processing and application management arrangements, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of a contract are deferred and expensed over the contract life. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or transition activities and are primarily associated with installation of systems, processes and data conversion. In the event indications exist that a deferred contract cost balance related to a particular contract may be impaired, undiscounted estimated cash flows of the contract are projected over its remaining term and compared to the unamortized deferred contract cost balance. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted with a charge to earnings to equal the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. |
Trade Accounts Payable and Other Liabilities | The carrying amount reported in the Consolidated Balance Sheets for Trade accounts payable and other accrued liabilities approximates fair value because of their short-term nature. |
Commitments and Contingencies | ASC Topic 450, Contingencies requires that we accrue for loss contingencies associated with outstanding litigation, claims and assessments, as well as unasserted claims for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated. |
Compensation Related Costs | Certain of our management level employees and directors are eligible to participate in the FNF Deferred Compensation Plan (the "Plan"). The Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the Plan are provided by a funded rabbi trust. The compensation withheld from Plan participants, together with investment income on the Plan, is recorded as a deferred compensation obligation to participants. During 2014, the LPS Deferred Compensation Plan was frozen for new contributions and eligible employees were allowed to enroll in the FNF Deferred Compensation Plan. Also during 2014, the underlying rabbi trust was merged into the FNF deferred compensation rabbi trust, and the related liability was transferred to FNF. As a result of the aforementioned activities, the liability to Plan participants as well as the assets of the funded rabbi trust are carried by FNF. |
Equity-Based Compensation | We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost for the grant date fair value of equity-based payments to be recognized over the requisite service period. We estimate the grant date fair value of the equity-based awards issued in the form of profits interests using the Black-Scholes option pricing model. The fair value of our restricted stock awards is measured based on the closing market price of our stock on the grant date. |
Earnings Per Share | Basic earnings per share is computed by dividing net earnings attributable to Black Knight by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings attributable to Black Knight adjusted as necessary for the affect of potentially dilutive securities, by the number of weighted-average shares outstanding during the period and the affect of securities that would have a dilutive effect on earnings per share. |
Revenue Recognition | The following describes our primary types of revenues and our revenue recognition policies as they pertain to the types of contractual arrangements we enter into with our customers to provide services, software licenses and software-related services either individually or as part of an integrated offering of multiple services. These arrangements occasionally include offerings from more than one segment to the same customer. We recognize revenues relating to mortgage processing, outsourced business processing services and data and analytics services, along with software licensing and software-related services. In some cases, these services are offered in combination with one another, and in other cases we offer them individually. Revenues from processing services are typically volume-based depending on factors such as the number of accounts processed, transactions processed and computer resources utilized. The majority of our revenues are from outsourced data processing and application hosting, data, analytic and valuation- related services and outsourced business processing services. Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. For hosting arrangements, revenues and costs related to implementation, conversion and programming services are deferred and subsequently recognized using the straight-line method over the term of the related services agreement. We evaluate these deferred contract costs for impairment in the event any indications of impairment exist. In the event that our arrangements with our customers include more than one element, we determine whether the individual revenue elements can be recognized separately. In arrangements with multiple deliverables, the delivered items are considered separate units of accounting if (1) they have value on a standalone basis and (2) performance of the undelivered items is considered probable and within our control. Arrangement consideration is then allocated to the separate units of accounting based on relative selling price. If it exists, vendor-specific objective evidence (“VSOE”) of fair value is used to determine relative selling price, otherwise third-party evidence of selling price is used. If neither exists, the best estimate of selling price is used for the deliverable. For multiple element software arrangements, we determine the appropriate units of accounting and how the arrangement consideration should be measured and allocated to the separate units. Initial license fees are recognized when a contract exists, the fee is fixed or determinable, software delivery has occurred and collection of the receivable is deemed probable, provided that VSOE of fair value has been established for each element or for any undelivered elements. We determine the fair value of each element or the undelivered elements in multiple element software arrangements based on VSOE of fair value. VSOE of fair value for each element is based on the price charged when the same element is sold separately, or in the case of post-contract customer support, when a stated renewal rate is provided to the customer. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred, and the remaining portion of the arrangement fee is recognized as revenue. If evidence of fair value does not exist for one or more undelivered elements of a contract, then all revenue is deferred until all elements are delivered or fair value is determined for all remaining undelivered elements. Revenue from post-contract customer support is recognized ratably over the term of the agreement. We record deferred revenue for all billings invoiced prior to revenue recognition. |
Operating Expenses | Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses include personnel expense, employee benefits, occupancy costs, data processing costs, program design and development costs and professional services. Depreciation and amortization includes depreciation of property and equipment and amortization of computer software, deferred contract costs and other intangible assets. General and administrative expenses, which are primarily included in our corporate segment within Operating expenses, include personnel expense, employee benefits, occupancy and other costs associated with personnel employed in marketing, human resources, legal, enterprise risk, finance and other support functions. General and administrative expenses also include depreciation of non-operating assets, certain professional and legal fees and costs of advertising and other marketing-related programs. Transition and integration costs contain incremental costs associated with executing the Acquisition and completing the Internal Reorganization and the Offering Reorganization as described above, as well as the related transitioning costs including employee severance, synergy program bonuses and certain other non-recurring professional and other costs, including costs related to the IPO, as well as member management fees, of which substantially all were incurred prior to the completion of the IPO on May 26, 2015. |
Interest Expense | Interest expense, net consists mainly of interest on our borrowings, commitment fees on our revolving credit facility, administrative agency fees, rating agent fees and a guarantee fee that we pay FNF for their ongoing guarantee of our 5.75% Senior Notes due 2023 (the "Senior Notes"). |
Income Tax | e are required to determine earnings taxes in each of the jurisdictions in which we operate as a part of the process of preparing the consolidated financial statements. This process involves calculating actual current tax expense together with assessing basis differences resulting from differing recognition of items for earnings tax and accounting purposes. These differences result in deferred earnings tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred earnings 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 its historical pattern of taxable earnings, projections of future earnings, tax planning strategies and other relevant evidence, we will produce sufficient earnings in the future to realize its deferred income tax assets. To the extent we establish a valuation allowance or increase this allowance in a period, we must reflect this increase as expense within Income tax expense in the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). 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. For the period from October 16, 2013 through May 25, 2015, the day prior to the IPO, BKFS LLC was treated as a partnership under applicable federal and state income tax laws in connection with the Acquisition and Internal Reorganization. Corporate subsidiaries are subject to applicable U.S. federal, foreign and state taxation. Deferred tax assets and liabilities were recognized for temporary differences between the financial reporting basis and the tax basis of the corporate subsidiaries’ assets and liabilities and expected benefits of utilizing net operating loss carryforwards. 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 financial statements in the period enacted. |
New Accounting Pronouncements | In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We have elected to retrospectively adopt this update as of the fourth quarter of 2015. Accordingly, deferred tax assets, net in the amount of $0.2 million formerly classified as current assets at December 31, 2014 have been reclassified as non-current assets in our Consolidated Balance Sheets. In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We do not expect this update to have a material effect on our results of operations or our financial position. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30) . This ASU requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This update is applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. This update is effective for annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We adopted this ASU during the second quarter of 2015, and this update did not have a material effect on our results of operations or our financial position. There were no debt issuance costs included on our Condensed Consolidated Balance Sheets prior to adoption of this ASU, and as a result, there were no retrospective adjustments required with this change in accounting principle. In February 2015, the FASB issued ASU 2015-02, Consolidation ( Topic 810 ). This ASU reduces the number of consolidation models and simplifies their application. The ASU changes the evaluation of whether limited partnerships (and similar legal entities) are variable interest entities (VIEs) and eliminates the presumption that a general partner should consolidate a limited partnership that is a voting interest entity. The new guidance also alters the analysis for determining when fees paid to a decision maker or service provider represent a variable interest in a VIE and how interests of related parties affect the primary beneficiary determination. This ASU eliminates the indefinite deferral of the consolidation requirements in ASU 2009-17 for reporting enterprises with interests in certain investment companies. This update is effective for annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We do not expect this update to have a material effect on our results of operations or our financial position. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes the revenue recognition requirements in ASC 605. The new guidance requires a five-step analysis of transactions to determine when and how revenue is recognized based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The amendment allows companies to use either a full retrospective or a modified retrospective approach to adopt this ASU. We are currently evaluating which transition approach to use and assessing the effect of the adoption of this ASU on our results of operations and our financial condition. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of the use of Proceeds from the IPO | The use of the proceeds from the IPO is as follows (in millions): Gross proceeds $ 507.2 Less: Underwriters' discount 27.9 IPO-related expenses 4.2 Partial redemption of 5.75% Senior Notes due 2023 (Note 10) 204.8 Call premium on partial redemption of 5.75% Senior Notes due 2023 11.8 Interest on partial redemption of 5.75% Senior Notes due 2023 1.4 Cash payment to THL Intermediaries 17.3 Partial repayment of principal on other outstanding long-term debt 203.0 Refinancing expenses 20.6 Cash to balance sheet 16.2 Unused proceeds $ — |
Acquisition and Internal Reor24
Acquisition and Internal Reorganization by FNF and Other Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations and Internal Reorganization [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The opening balance sheet of LPS on January 2, 2014, as ultimately contributed to BKFS LLC on January 3, 2014, and based on the purchase price allocation of the acquired assets and liabilities by FNF, is as follows (in millions): Cash and cash equivalents $ 61.4 Trade receivables 99.2 Income tax receivable 26.9 Prepaid expenses and other assets, including indefinite lived intangible assets 187.7 Property and equipment 140.4 Computer software 490.2 Other intangible assets 504.9 Deferred income taxes, net 0.3 Goodwill 2,152.3 Total assets 3,663.3 Long-term debt 623.3 Deferred revenues 35.8 Legal and regulatory accrual 14.0 Other liabilities 197.3 Total liabilities 870.4 Net assets $ 2,792.9 |
Significant Accounting Polici25
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | A summary of trade receivables, net of an allowance for doubtful accounts, as of December 31, 2015 and 2014 is as follows (in millions): December 31, 2015 2014 Trade receivables — billed $ 102.7 $ 86.9 Trade receivables — unbilled 34.7 47.2 Total trade receivables 137.4 134.1 Allowance for doubtful accounts (2.5 ) (1.6 ) Total trade receivables, net $ 134.9 $ 132.5 |
Allowance for Credit Losses on Financing Receivables | The rollforward of allowance for doubtful accounts for the years ended December 31, 2015 and 2014 , and for the period from October 16, 2013 through December 31, 2013 is as follows (in millions): Beginning balance Bad debt expense Write-offs, net of recoveries Transfers and acquisitions Ending balance Period from October 16, 2013 through December 31, 2013 (Predecessor) $ (0.1 ) $ (0.1 ) $ — $ — $ (0.2 ) Year ended December 31, 2014 (Successor) $ — $ (1.5 ) $ 0.1 $ (0.2 ) $ (1.6 ) Year ended December 31, 2015 (Successor) $ (1.6 ) $ (2.1 ) $ 1.1 $ 0.1 $ (2.5 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts): May 26, 2015 through December 31, 2015 Basic: Net earnings attributable to Black Knight $ 20.0 Shares used for basic net earnings per share: Weighted average shares of Class A common stock outstanding 64.4 Basic net earnings per share $ 0.31 Diluted: Net earnings attributable to Black Knight $ 20.0 Shares used for diluted net earnings per share: Weighted average shares of Class A common stock outstanding 64.4 Dilutive effect of unvested restricted shares of Class A common stock 3.5 Weighted average shares of Class A common stock, diluted 67.9 Diluted net earnings per share $ 0.29 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of related party items | A detail of the revenues and expenses, net from THL is set forth in the table below: Year ended December 31, 2015 2014 (in millions) Operating expenses $ 1.6 $ 1.6 Management fees(1) 1.3 3.2 Software and software-related purchases 1.4 2.2 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). A detail of related party items included in Revenues is as follows: Year ended December 31, 2015 2014 (in millions) Data and analytics services $ 48.1 $ 55.4 Servicing, origination and default technology services 20.4 16.4 Total related party revenues $ 68.5 $ 71.8 A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows: Year ended December 31, 2015 2014 (in millions) Data entry, indexing services and other operating expenses $ 8.7 $ 11.8 Corporate services 8.8 12.4 Technology and corporate services (7.9 ) (25.9 ) Total related party expenses, net $ 9.6 $ (1.7 ) A detail of the revenues and expenses, net from FNF is set forth in the table below: Year ended December 31, 2015 2014 (in millions) Revenues $ 68.5 $ 71.8 Operating expenses 8.0 (3.3 ) Management fees(1) 2.3 5.8 Interest expense 39.5 97.5 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated and Combined Statements of Operations and Comprehensive Earnings (Loss). |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consists of the following (in millions): December 31, 2015 2014 Land $ 11.9 $ 11.9 Buildings 62.3 61.4 Leasehold improvements 4.7 3.6 Computer equipment 128.8 95.4 Furniture, fixtures and other equipment 6.1 4.4 Property and equipment 213.8 176.7 Accumulated depreciation and amortization (61.8 ) (34.3 ) Property and equipment, net $ 152.0 $ 142.4 |
Computer Software (Tables)
Computer Software (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Schedule of Capitalized Software | Computer software, net consists of the following (in millions): December 31, 2015 2014 Internally developed software $ 578.1 $ 536.3 Purchased software 37.8 30.8 Computer software 615.9 567.1 Accumulated amortization (149.4 ) (79.3 ) Computer software, net $ 466.5 $ 487.8 |
Otherr Intangible Assets (Table
Otherr Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Other intangible assets, net consists of the following (in millions): December 31, 2015 December 31, 2014 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationships $ 514.8 $ (186.3 ) $ 328.5 $ 514.8 $ (105.3 ) $ 409.5 Other 9.8 (8.1 ) 1.7 9.8 (2.7 ) 7.1 Total intangible assets $ 524.6 $ (194.4 ) $ 330.2 $ 524.6 $ (108.0 ) $ 416.6 |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets, net consists of the following (in millions): December 31, 2015 December 31, 2014 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationships $ 514.8 $ (186.3 ) $ 328.5 $ 514.8 $ (105.3 ) $ 409.5 Other 9.8 (8.1 ) 1.7 9.8 (2.7 ) 7.1 Total intangible assets $ 524.6 $ (194.4 ) $ 330.2 $ 524.6 $ (108.0 ) $ 416.6 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions): 2016 $ 76.3 2017 65.1 2018 54.7 2019 44.7 2020 34.8 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in millions): Successor Technology Data and Analytics Corporate and Other Total Balance, January 1, 2014 $ — $ — $ — $ — Increases to goodwill related to: Contribution of BKIS from FNF 2,045.6 106.7 — 2,152.3 Contribution of Commerce Velocity from FNF 25.8 — — 25.8 Contribution of Property Insight from FNF — 66.5 — 66.5 Decreases to goodwill related to: Sale of NTNY to Chicago Title Insurance Company (19.4 ) — — (19.4 ) Sale of PCLender (1.3 ) — — (1.3 ) Balance, December 31, 2014 $ 2,050.7 $ 173.2 $ — $ 2,223.9 Activity — — — — Balance, December 31, 2015 $ 2,050.7 $ 173.2 $ — $ 2,223.9 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, which commenced on September 30, 2015, equal to the percentage set forth below of the initial aggregate principal amount of the Term A Loan for such fiscal quarter: Payment Dates Percentage September 30, 2015 through and including June 30, 2017 1.25% Commencing on September 30, 2017 through and including June 30, 2019 2.50% Commencing on September 30, 2019 through and including March 31, 2020 3.75% Long-term debt consists of the following (in millions): December 31, 2015 2014 Principal Debt Issuance Costs Premium (Discount) Total Principal Premium Total Term A Loan $ 780.0 $ (9.4 ) $ — $ 770.6 $ — $ — $ — Term B Loan 398.0 (3.9 ) (0.9 ) 393.2 — — — Revolving Credit Facility 100.0 (4.8 ) — 95.2 — — — Intercompany Notes — — — — 699.0 — 699.0 Mirror Note Tranche "T" — — — — 644.0 — 644.0 Mirror Note Tranche "R" — — — — 176.0 — 176.0 Senior Notes, issued at par 390.0 — 12.5 402.5 594.9 21.2 616.1 Total long-term debt 1,668.0 (18.1 ) 11.6 1,661.5 2,113.9 21.2 2,135.1 Less: Current portion of long-term debt 44.0 (0.5 ) — 43.5 64.4 — 64.4 Long-term debt, net of current portion $ 1,624.0 $ (17.6 ) $ 11.6 $ 1,618.0 $ 2,049.5 $ 21.2 $ 2,070.7 |
Schedule of Maturities of Long-term Debt | Principal maturities as of December 31, 2015 for each of the next five years and thereafter are as follows (in millions): 2016 $ 44.0 2017 64.0 2018 84.0 2019 104.0 2020 604.0 Thereafter 768.0 Total $ 1,668.0 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | Future minimum operating lease payments for leases with initial or remaining terms greater than one year for each of the next five years and thereafter are as follows (in millions): 2016 $ 9.3 2017 7.2 2018 4.8 2019 3.9 2020 2.6 Thereafter 0.5 Total $ 28.3 |
Contractual Obligation, Fiscal Year Maturity Schedule | Data processing and maintenance services agreement payments for agreements with initial or remaining terms greater than one year for each of the next five years and thereafter are as follows (in millions): 2016 $ 31.5 2017 29.0 2018 23.3 2019 0.2 2020 0.1 Thereafter — Total $ 84.1 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Activity | Restricted stock transactions under the Omnibus plan in 2015 are as follows: Shares Weighted Averaged Grant Date Fair Value Balance December 31, 2014 — $ — Converted 7,994,215 * Granted 318,000 $ 32.37 Forfeited (16,850 ) * Vested (4,381,021 ) * Balance December 31, 2015 3,914,344 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2015 and December 31, 2014 consists of the following (in millions): Year ended December 31, 2015 2014 Current: Federal $ 0.5 $ (5.3 ) State 0.7 0.1 Foreign 0.4 — Total current 1.6 (5.2 ) Deferred: Federal $ 11.3 $ (0.1 ) State 0.5 — Total deferred 11.8 (0.1 ) Total income tax expense (benefit) $ 13.4 $ (5.3 ) |
Reconciliation of the Federal Statutory Rate to Effective Tax Rate | A reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2015 and December 31, 2014 is as follows: Year ended December 31, 2015 2014 Federal statutory rate 35.0 % 35.0 % State income taxes, net of federal benefit 1.3 % — % Noncontrolling interests (14.9 )% — % Partnership income not subject to tax (7.7 )% (22.2 )% Tax credits (0.3 )% — % Transaction costs — % (8.1 )% Other 0.6 % — % Effective tax rate 14.0 % 4.7 % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities as of December 31, 2015 and 2014 consist of the following (in millions): December 31, 2015 2014 Deferred tax assets: Net operating loss carryovers $ 10.1 $ — Tax credit carryovers 0.7 — Other 0.2 0.2 Total deferred tax asset $ 11.0 $ 0.2 Deferred tax liabilities: Partnership basis $ (15.6 ) $ — Other - Foreign (0.1 ) — Total deferred tax liabilities $ (15.7 ) $ — Net deferred tax (liability) asset $ (4.7 ) $ 0.2 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Segment Financial Information | As of and for the year ended December 31, 2015 : Technology Data and Analytics Corporate and Other Total (in millions) Revenues $ 756.2 $ 174.3 $ 0.2 $ 930.7 Operating expenses (1) 341.4 145.5 51.3 538.2 Depreciation and amortization 176.4 13.9 4.0 194.3 Transition and integration costs — — 8.0 8.0 Operating income (loss) 238.4 14.9 (63.1 ) 190.2 Interest expense 0.7 — (90.5 ) (89.8 ) Other income (expense) 0.1 — (4.7 ) (4.6 ) Earnings (loss) from continuing operations before income taxes 239.2 14.9 (158.3 ) 95.8 Income tax expense 0.5 — 12.9 13.4 Earnings (loss) from continuing operations $ 238.7 $ 14.9 $ (171.2 ) $ 82.4 Balance sheet data: Total assets $ 3,125.8 $ 308.4 $ 269.5 $ 3,703.7 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 As of and for the year ended December 31, 2014 : Technology Data and Analytics Corporate and Other Total (in millions) Revenues $ 695.5 $ 156.5 $ 0.1 $ 852.1 Operating expenses (1) 338.2 140.2 36.5 514.9 Depreciation and amortization 171.3 13.7 3.8 188.8 Transition and integration costs 3.7 0.9 114.7 119.3 Operating income (loss) 182.3 1.7 (154.9 ) 29.1 Interest expense — — (128.7 ) (128.7 ) Other income (expense) 0.8 0.1 (12.9 ) (12.0 ) Earnings (loss) from continuing operations before income taxes 183.1 1.8 (296.5 ) (111.6 ) Income tax expense (benefit) 0.6 — (5.9 ) (5.3 ) Earnings (loss) from continuing operations $ 182.5 $ 1.8 $ (290.6 ) $ (106.3 ) Balance sheet data: Total assets $ 3,150.4 $ 297.4 $ 150.5 $ 3,598.3 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 ______________________________ (1) Operating expenses within the "Corporate and Other" segment are attributable to unallocated general and administrative expenses. |
Basis of Presentation - Basis
Basis of Presentation - Basis of Presentation and Segments (Details) $ in Millions | Feb. 02, 2014USD ($) | Dec. 31, 2015segment |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Internal reorganization transactions costs | $ | $ 42.7 | |
Number of segments | segment | 2 |
Basis of Presentation - Initia
Basis of Presentation - Initial Public Offering Additional Information (Details) $ / shares in Units, $ in Millions | May. 26, 2015USD ($)class_of_stock$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Jan. 04, 2014 |
Common Class A | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock (in shares) | shares | 20,700,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
BKFS Operating LLC | Thomas H. Lee Partners, LP | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 1.00% | 1.00% | 35.00% | ||
IPO | |||||
Class of Stock [Line Items] | |||||
Number of classes of common stock | class_of_stock | 2 | ||||
IPO | Common Class A | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock (in shares) | shares | 18,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Offering price per share (in dollars per share) | $ / shares | $ 24.50 | ||||
Option to purchase additional shares of common stock, period (in days) | 30 days | ||||
Issuance of common stock, value | $ 475.1 | ||||
Payments of stock issuance costs | 32.1 | ||||
IPO | Thomas H. Lee Partners, LP | |||||
Class of Stock [Line Items] | |||||
Cash payment to THL Intermediaries | $ 17.3 | ||||
IPO | BKFS Operating LLC | |||||
Class of Stock [Line Items] | |||||
Ownership interest in consolidated subsidiary (as a percent) | 44.50% | ||||
IPO | BKFS Operating LLC | Common Class A | |||||
Class of Stock [Line Items] | |||||
Conversion of Units to shares of Class A common stock, ratio (as a percent) | 1 | ||||
IPO | BKFS Operating LLC | BKHI, Chicago Title Insurance Company and Fidelity National Title Insurance Company, and all subsidiaries of FNF | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 54.50% | ||||
IPO | BKFS Operating LLC | Thomas H. Lee Partners, LP and Affiliates | |||||
Class of Stock [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 1.00% | ||||
Over-Allotment Option | Common Class A | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock (in shares) | shares | 2,700,000 | ||||
Successor | |||||
Class of Stock [Line Items] | |||||
Payments of stock issuance costs | $ 4.2 | $ 0 | |||
Successor | Common Class A | |||||
Class of Stock [Line Items] | |||||
Conversion of Units to shares of Class A common stock, ratio (as a percent) | 1 | ||||
Issuance of common stock, value | $ 475.1 | ||||
Successor | IPO | Thomas H. Lee Partners, LP | |||||
Class of Stock [Line Items] | |||||
Cash payment to THL Intermediaries | $ 17.3 |
Basis of Presentation - Use of
Basis of Presentation - Use of Proceeds from IPO (Details) - IPO $ in Millions | May. 26, 2015USD ($) |
Class of Stock [Line Items] | |
Gross proceeds | $ 507.2 |
Less: | |
Underwriters' discount | 27.9 |
IPO-related expenses | 4.2 |
Partial repayment of principal on other outstanding long-term debt | 203 |
Refinancing expenses | 20.6 |
Cash to balance sheet | 16.2 |
Thomas H. Lee Partners, LP | |
Less: | |
Cash payment to THL Intermediaries | 17.3 |
Senior Notes | Senior Notes, issued at par | |
Less: | |
Partial redemption of 5.75% Senior Notes due 2023 at 105.750% | 204.8 |
Call premium on partial redemption of 5.75% Senior Notes due 2023 | 11.8 |
Interest on partial redemption of 5.75% Senior Notes due 2023 | $ 1.4 |
Basis of Presentation - Discon
Basis of Presentation - Discontinued Operations Additional Information (Details) - PCLender - Discontinued Operations, Disposed of by Sale [Member] - USD ($) | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of PCLender | $ 1,500,000 | ||
Gain (loss) recognized on disposal | $ 0 | ||
Revenue from discontinued operations | $ 2,500,000 | ||
Pre-tax earnings (loss) from discontinued operations | $ 800,000 |
Acquisition and Internal Reor41
Acquisition and Internal Reorganization by FNF and Other Transactions - LPS Acquisition (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 02, 2014 | Jan. 04, 2014 | Jan. 02, 2014 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 2,223.9 | $ 2,223.9 | |||
Common Class A | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
BKFS Operating LLC | Thomas H. Lee Partners, LP | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 1.00% | 35.00% | |||
Noncontrolling interest period with no public offering for put option | 4 years | ||||
LPS Acquisition | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Cash and cash equivalents | $ 61.4 | ||||
Trade receivables | 99.2 | ||||
Income tax receivable | 26.9 | ||||
Prepaid expenses and other assets, including indefinite lived intangible assets | 187.7 | ||||
Property and equipment | 140.4 | ||||
Computer software | 490.2 | ||||
Other intangible assets | 504.9 | ||||
Deferred income taxes, net | 0.3 | ||||
Goodwill | 2,152.3 | ||||
Total assets | 3,663.3 | ||||
Long-term debt | 623.3 | ||||
Deferred revenues | 35.8 | ||||
Legal and regulatory accrual | 14 | ||||
Other liabilities | 197.3 | ||||
Total liabilities | 870.4 | ||||
Net assets | $ 2,792.9 | ||||
LPS | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
FNF | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | 0.0001 | ||||
FNF | BKFS Operating LLC | Thomas H. Lee Partners, LP | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 32.90% | ||||
FNF | LPS Acquisition | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred, cash paid for each share of acquired entity's shares (in shares) | $ 28.102 | ||||
Consideration transferred, equity interests issued and issuable, number of Shares for each share of acquired entity's shares (in shares) | 0.28742 |
Acquisition and Internal Reor42
Acquisition and Internal Reorganization by FNF and Other Transactions - Other Transactions (Details) shares in Millions | Jun. 02, 2014USD ($)subsidiaryshares | Jan. 03, 2014USD ($) | Dec. 31, 2015 | Jun. 01, 2014shares | Jan. 04, 2014 |
Common Class A | |||||
Business Acquisition [Line Items] | |||||
Common units issued (shares) | shares | 106.4 | 100 | |||
Commerce Velocity | |||||
Business Acquisition [Line Items] | |||||
Entities under common control, assets contributed | $ 35,900,000 | ||||
Entities under common control, liabilities assumed | 2,100,000 | ||||
Property Insight, LLC | |||||
Business Acquisition [Line Items] | |||||
Number of wholly-owned subsidiaries | subsidiary | 2 | ||||
Entities under common control equity interest issued (shares) | shares | 6.4 | ||||
Investment owned ownership percentage | 100.00% | ||||
Entities under common control, net assets contributed | $ 89,000,000 | ||||
BKFS Operating LLC | Thomas H. Lee Partners, LP | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 1.00% | 35.00% | |||
BKHI | Chicago Title Company | |||||
Business Acquisition [Line Items] | |||||
Proceeds from the sale of business | 85,000,000 | ||||
Gain (loss) on sale of business | $ 0 | ||||
FNF | BKFS Operating LLC | |||||
Business Acquisition [Line Items] | |||||
Ownership interest in consolidated subsidiary (as a percent) | 67.10% | ||||
FNF | BKFS Operating LLC | Thomas H. Lee Partners, LP | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 32.90% |
Significant Accounting Polici43
Significant Accounting Policies - Consolidation (Details) - BKFS Operating LLC | Dec. 31, 2015 | Jan. 04, 2014 |
BKHI | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 54.40% | |
Thomas H. Lee Partners, LP | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 1.00% | 35.00% |
Significant Accounting Polici44
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 130,100,000 | $ 0 |
Restricted cash equivalents | $ 3,600,000 | $ 4,200,000 |
Significant Accounting Polici45
Significant Accounting Policies - Summary of Trade Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total trade receivables | $ 137.4 | $ 134.1 |
Allowance for doubtful accounts | (2.5) | (1.6) |
Total trade receivables, net | 134.9 | 132.5 |
Trade receivables — billed | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total trade receivables | 102.7 | 86.9 |
Trade receivables — unbilled | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total trade receivables | 34.7 | $ 47.2 |
Trade receivables — unbilled | Other Noncurrent Assets | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net, noncurrent | $ 18.4 |
Significant Accounting Polici46
Significant Accounting Policies - Summary of Allowance for Doubtful Account (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ (1.6) | ||
Ending balance | (2.5) | $ (1.6) | |
Predecessor | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ (0.1) | (0.2) | |
Bad debt expense | (0.1) | ||
Write-offs, net of recoveries | 0 | ||
Transfers and acquisitions | 0 | ||
Ending balance | (0.2) | ||
Successor | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | (1.6) | 0 | |
Bad debt expense | (2.1) | (1.5) | |
Write-offs, net of recoveries | 1.1 | 0.1 | |
Transfers and acquisitions | 0.1 | (0.2) | |
Ending balance | $ 0 | $ (2.5) | $ (1.6) |
Significant Accounting Polici47
Significant Accounting Policies - Prepaid Expenses and Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Prepaid expense current | $ 25 | $ 25.2 |
Other assets current | $ 3.2 | $ 3.4 |
Significant Accounting Polici48
Significant Accounting Policies - Property and Equipment, Net & Computer Software, Net (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Buildings | |
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) | 5 years |
Purchased software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 10 years |
Software development, to be sold, leased or otherwise marketed | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Software development, to be sold, leased or otherwise marketed | 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) | 7 years |
Significant Accounting Polici49
Significant Accounting Policies - Other Intangible Assets, Net (Details) - Maximum | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Significant Accounting Polici50
Significant Accounting Policies - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2015reporting_units | |
Accounting Policies [Abstract] | |
Number of reporting units | 3 |
Significant Accounting Polici51
Significant Accounting Policies - Deferred Contract Costs and Interest Expense, Net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Deferred costs, noncurrent | $ 87,000,000 | $ 41,300,000 | |
Amortization of deferred charges | $ 0 | $ 9,200,000 | $ 1,000,000 |
Significant Accounting Polici52
Significant Accounting Policies - Interest Expense (Details) | Dec. 31, 2015 |
Senior Notes | Senior Notes, issued at par | |
Debt Instrument [Line Items] | |
Stated interest rate | 5.75% |
Significant Accounting Polici53
Significant Accounting Policies - Recent Accounting Pronouncements Additional Information (Details) $ in Millions | Dec. 31, 2014USD ($) |
New Accounting Pronouncement, Early Adoption, Effect | |
New Accounting Pronouncement, Early Adoption [Line Items] | |
Decrease in deferred tax assets, net current | $ 0.2 |
Earnings Per Share - Additiona
Earnings Per Share - Additional Disclosures (Details) - Successor shares in Millions | 7 Months Ended | 12 Months Ended |
Dec. 31, 2015shares | Dec. 31, 2015shares | |
Common Class B | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from EPS (in shares) | 84.8 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Conversion of Units to shares of Class A common stock, ratio (as a percent) | 1 | |
Dilutive effect of unvested restricted shares of Class A common stock (in shares) | 3.5 | 3.5 |
Earnings Per Share - Computati
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - Successor - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic: | |||
Net earnings attributable to Black Knight | $ 20 | $ 20 | $ 0 |
Common Class A | |||
Shares used for basic net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 64.4 | ||
Basic net earnings per share (in dollars per share) | $ 0.31 | ||
Shares used for diluted net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 64.4 | ||
Dilutive effect of unvested restricted shares of Class A common stock (in shares) | 3.5 | 3.5 | |
Weighted average shares of Class A common stock, diluted (in shares) | 67.9 | ||
Diluted net earnings per share (in dollars per share) | $ 0.29 |
Related Party Transactions - F
Related Party Transactions - FNF (Details) - Successor - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Related party revenues | $ 68.5 | $ 71.8 | ||
Related party expenses, net | 9.6 | (1.7) | ||
FNF | ||||
Related Party Transaction [Line Items] | ||||
Related party revenues | 68.5 | 71.8 | ||
Related party interest expense | 39.5 | 97.5 | ||
FNF | Operating expenses | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | 8 | (3.3) | ||
FNF | Management fees | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 2.3 | $ 5.8 | ||
FNF | Interest expense | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 39.5 | $ 97.5 |
Related Party Transactions -57
Related Party Transactions - FNF Additional Information (Details) - Successor - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 9,600,000 | $ (1,700,000) | ||
FNF | Intercompany Notes and Mirror Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party notes | 0 | $ 1,519,000,000 | $ 0 | $ 1,519,000,000 |
FNF | Term Loan | Term B Loan | ||||
Related Party Transaction [Line Items] | ||||
Related party notes | $ 49,800,000 | $ 49,800,000 | ||
FNF | Senior Notes | Senior Notes, issued at par | ||||
Related Party Transaction [Line Items] | ||||
Guarantee fee, percent of outstanding principal | 1.00% | |||
Guarantee fee, percent of outstanding principal in year two | 2.00% | |||
FNF | Interest expense | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 39,500,000 | $ 97,500,000 |
Related Party Transactions - T
Related Party Transactions - THL Additional Information (Details) - Thomas H. Lee Partners, LP $ in Millions | May. 26, 2015USD ($) | Dec. 31, 2015USD ($)director |
IPO | ||
Related Party Transaction [Line Items] | ||
Cash payment to THL Intermediaries | $ 17.3 | |
Successor | ||
Related Party Transaction [Line Items] | ||
Number of related party directors serving on Board of Managers | director | 2 | |
Successor | IPO | ||
Related Party Transaction [Line Items] | ||
Cash payment to THL Intermediaries | $ 17.3 | |
Successor | Term Loan | Term B Loan | ||
Related Party Transaction [Line Items] | ||
Related party notes | $ 39.8 |
Related Party Transactions -59
Related Party Transactions - THL (Details) - Successor - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Related party expenses, net | $ 9.6 | $ (1.7) |
Thomas H. Lee Partners, LP | ||
Related Party Transaction [Line Items] | ||
Software and software-related purchases | 1.4 | 2.2 |
Thomas H. Lee Partners, LP | Operating expenses | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | 1.6 | 1.6 |
Thomas H. Lee Partners, LP | Management fees | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | $ 1.3 | $ 3.2 |
Related Party Transactions - R
Related Party Transactions - Related Party Revenues (Details) - Successor - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Related party revenues | $ 68.5 | $ 71.8 |
Data and analytics services | ||
Related Party Transaction [Line Items] | ||
Related party revenues | 48.1 | 55.4 |
Servicing, origination and default technology services | ||
Related Party Transaction [Line Items] | ||
Related party revenues | $ 20.4 | $ 16.4 |
Related Party Transactions -61
Related Party Transactions - Related Party Expenses (Details) - Successor - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Related party expenses, net | $ 9.6 | $ (1.7) |
Data entry, indexing services and other operating expenses | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | 8.7 | 11.8 |
Corporate services | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | 8.8 | 12.4 |
Technology and corporate services | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | $ (7.9) | $ (25.9) |
Related Party Transactions -62
Related Party Transactions - Related Party Revenues and Expenses Additional Information (Details) - FNF - Predecessor $ in Millions | 3 Months Ended |
Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | |
Related party revenues | $ 7.8 |
Operating expenses | |
Related Party Transaction [Line Items] | |
Related party expenses, net | $ 3.7 |
Property and Equipment - Sched
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 213.8 | $ 176.7 | |
Accumulated depreciation and amortization | (61.8) | (34.3) | |
Property and equipment, net | 152 | 142.4 | |
Depreciation | $ 0.1 | 28.4 | 29.6 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 11.9 | 11.9 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 62.3 | 61.4 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 4.7 | 3.6 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 128.8 | 95.4 | |
Furniture, fixtures and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 6.1 | $ 4.4 |
Computer Software - Additional
Computer Software - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 615.9 | $ 567.1 | |
Accumulated amortization | (149.4) | (79.3) | |
Computer software, net | 466.5 | 487.8 | |
Amortization of intangible assets | $ 0.6 | 70.3 | 65.2 |
Internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Computer software | 578.1 | 536.3 | |
Purchased software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 37.8 | $ 30.8 |
Other Intangible Assets - Sche
Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 524.6 | $ 524.6 |
Accumulated Amortization | (194.4) | (108) |
Net Carrying Amount | 330.2 | 416.6 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 514.8 | 514.8 |
Accumulated Amortization | (186.3) | (105.3) |
Net Carrying Amount | 328.5 | 409.5 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9.8 | 9.8 |
Accumulated Amortization | (8.1) | (2.7) |
Net Carrying Amount | $ 1.7 | $ 7.1 |
Other Intangible Assets - Addi
Other Intangible Assets - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 0.4 | $ 86.4 | $ 93 |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life (in years) | 2 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life (in years) | 10 years |
Other Intangible Assets - Esti
Other Intangible Assets - Estimated Amortization Exspense (Details) $ in Millions | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,016 | $ 76.3 |
2,017 | 65.1 |
2,018 | 54.7 |
2,019 | 44.7 |
2,020 | $ 34.8 |
Goodwill - Schedule of Goodwil
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,223.9 | |
Goodwill, ending balance | 2,223.9 | $ 2,223.9 |
Operating Segments | Technology | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,050.7 | |
Goodwill, ending balance | 2,050.7 | 2,050.7 |
Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 173.2 | |
Goodwill, ending balance | 173.2 | 173.2 |
Successor | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,223.9 | 0 |
Goodwill, period increase (decrease) | 0 | |
Goodwill, ending balance | 2,223.9 | 2,223.9 |
Successor | NTNY | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | (19.4) | |
Successor | PCLender | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | (1.3) | |
Successor | Black Knight InfoServ, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 2,152.3 | |
Successor | Commerce Velocity | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 25.8 | |
Successor | Property Insight, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 66.5 | |
Successor | Operating Segments | Technology | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,050.7 | 0 |
Goodwill, period increase (decrease) | 0 | |
Goodwill, ending balance | 2,050.7 | 2,050.7 |
Successor | Operating Segments | Technology | NTNY | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | (19.4) | |
Successor | Operating Segments | Technology | PCLender | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | (1.3) | |
Successor | Operating Segments | Technology | Black Knight InfoServ, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 2,045.6 | |
Successor | Operating Segments | Technology | Commerce Velocity | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 25.8 | |
Successor | Operating Segments | Technology | Property Insight, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 0 | |
Successor | Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 173.2 | 0 |
Goodwill, period increase (decrease) | 0 | |
Goodwill, ending balance | 173.2 | 173.2 |
Successor | Operating Segments | Data and Analytics | NTNY | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | 0 | |
Successor | Operating Segments | Data and Analytics | PCLender | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | 0 | |
Successor | Operating Segments | Data and Analytics | Black Knight InfoServ, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 106.7 | |
Successor | Operating Segments | Data and Analytics | Commerce Velocity | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 0 | |
Successor | Operating Segments | Data and Analytics | Property Insight, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 66.5 | |
Successor | Corporate and Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | 0 |
Goodwill, period increase (decrease) | 0 | |
Goodwill, ending balance | $ 0 | 0 |
Successor | Corporate and Other | NTNY | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | 0 | |
Successor | Corporate and Other | PCLender | ||
Goodwill [Roll Forward] | ||
Decreases to goodwill | 0 | |
Successor | Corporate and Other | Black Knight InfoServ, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 0 | |
Successor | Corporate and Other | Commerce Velocity | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | 0 | |
Successor | Corporate and Other | Property Insight, LLC | ||
Goodwill [Roll Forward] | ||
Increases to goodwill | $ 0 |
Long-Term Debt - Long-term Deb
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Dec. 31, 2015 | May. 29, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Total | $ 1,668 | $ 2,113.9 | |
Principal, current portion | 44 | 64.4 | |
Principal, net of current portion | 1,624 | 2,049.5 | |
Debt Issuance Costs | (18.1) | ||
Debt Issuance Costs, current portion | (0.5) | ||
Deferred finance costs, net of current portion | (17.6) | ||
Premium (Discount) | 11.6 | 21.2 | |
Debt outstanding | 1,661.5 | 2,135.1 | |
Long-term debt, current portion | 43.5 | 64.4 | |
Long-term debt,net of current portion | 1,618 | 2,070.7 | |
Term Loan | Term A Loan | |||
Debt Instrument [Line Items] | |||
Total | 780 | 0 | |
Debt Issuance Costs | (9.4) | ||
Premium (Discount) | 0 | 0 | |
Debt outstanding | 770.6 | 0 | |
Term Loan | Term B Loan | |||
Debt Instrument [Line Items] | |||
Total | 398 | 0 | |
Debt Issuance Costs | (3.9) | ||
Premium (Discount) | (0.9) | 0 | |
Debt outstanding | 393.2 | 0 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total | 100 | 0 | |
Debt Issuance Costs | (4.8) | ||
Premium (Discount) | 0 | 0 | |
Debt outstanding | 95.2 | 0 | |
Intercompany Notes | |||
Debt Instrument [Line Items] | |||
Total | 0 | 699 | |
Debt Issuance Costs | 0 | ||
Premium (Discount) | 0 | 0 | |
Debt outstanding | 0 | 699 | |
Mirror Note | Mirror Note Tranche T | |||
Debt Instrument [Line Items] | |||
Total | 0 | 644 | |
Debt Issuance Costs | 0 | ||
Premium (Discount) | 0 | 0 | |
Debt outstanding | 0 | 644 | |
Mirror Note | Mirror Note Tranche R | |||
Debt Instrument [Line Items] | |||
Total | 0 | 176 | |
Debt Issuance Costs | 0 | ||
Premium (Discount) | 0 | 0 | |
Debt outstanding | 0 | 176 | |
Senior Notes | Senior Notes, issued at par | |||
Debt Instrument [Line Items] | |||
Total | 390 | 594.9 | |
Debt Issuance Costs | 0 | ||
Premium (Discount) | 12.5 | 21.2 | |
Debt outstanding | $ 402.5 | $ 390 | $ 616.1 |
Long-Term Debt - Credit Agreem
Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | May. 27, 2015 | |
Term Loan and Revolving Credit Facility [Member] | Term A Loan | Eurodollar | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.00% | |
Term Loan and Revolving Credit Facility [Member] | Term A Loan | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 0.50% | |
Term Loan and Revolving Credit Facility [Member] | Term A Loan | Minimum | Eurodollar | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.50% | |
Term Loan and Revolving Credit Facility [Member] | Term A Loan | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.25% | |
Term Loan and Revolving Credit Facility [Member] | Term A Loan | Maximum | Eurodollar | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.25% | |
Term Loan | Term A Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 800,000,000 | |
Term loans, interest rate at period end (as a percent) | 2.44% | |
Term Loan | Term B Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | 400,000,000 | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.00% | |
Term loans, interest rate at period end (as a percent) | 3.75% | |
Term Loan | Term B Loan | Eurodollar | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 3.00% | |
Variable rate, floor (as a percent) | 0.75% | |
Term Loan | Term B Loan | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.75% | |
Term Loan | Term B Loan | Minimum | Eurodollar | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.75% | |
Term Loan | Term B Loan | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.00% | |
Term Loan | Term B Loan | Maximum | Eurodollar | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 3.00% | |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 400,000,000 | |
Unused capacity, commitment fee (as a percent) | 0.30% | |
Amount unused on the Revolving Credit Facility | $ 300,000,000 | |
Line of credit facility, maximum amount outstanding during period | $ 100,000,000 | |
Credit facility, interest rate at period end (as a percent) | 2.44% | |
Line of Credit | Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Unused capacity, commitment fee (as a percent) | 0.25% | |
Line of Credit | Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Unused capacity, commitment fee (as a percent) | 0.35% |
Long-Term Debt - Payment Dates
Long-Term Debt - Payment Dates and Percentages (Details) - Term Loan - Term A Loan | 12 Months Ended |
Dec. 31, 2015 | |
September 30, 2015 through and including June 30, 2017 | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.25% |
Commencing on September 30, 2017 through and including June 30, 2019 | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 2.50% |
Commencing on September 30, 2019 through and including March 31, 2020 | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 3.75% |
Long-Term Debt - Intercompany
Long-Term Debt - Intercompany and Mirror Notes (Details) | May. 27, 2015USD ($) | Mar. 31, 2014USD ($) | Jan. 06, 2014USD ($) | Jan. 03, 2014USD ($) | Jan. 02, 2014USD ($) | Dec. 31, 2015tranche |
Mirror Note | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt | $ 1,400,000,000 | |||||
Debt assumed | $ 820,000,000 | |||||
Number of tranches | tranche | 2 | |||||
Mirror Note | Mirror Note Tranche T | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt | $ 644,000,000 | |||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
Repayments of debt | $ 627,900,000 | |||||
Interest paid | 1,300,000 | |||||
Mirror Note | Mirror Note Tranche R | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt | $ 176,000,000 | |||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
Repayments of debt | 176,000,000 | |||||
Interest paid | 300,000 | |||||
Intercompany Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt | $ 1,175,000,000 | |||||
Debt assumed | $ 688,000,000 | |||||
Additional borrowings | $ 25,000,000 | $ 63,000,000 | ||||
Stated interest rate | 10.00% | |||||
Repayments of debt | 699,000,000 | |||||
Interest paid | $ 10,700,000 |
Long-Term Debt - Senior Notes
Long-Term Debt - Senior Notes (Details) - USD ($) | May. 29, 2015 | Jan. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 24, 2014 | Jan. 02, 2014 |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 1,661,500,000 | $ 2,135,100,000 | ||||
Unamortized premium | $ 12,500,000 | |||||
Senior Notes, issued at par | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Long-term debt | $ 390,000,000 | $ 402,500,000 | 616,100,000 | |||
Redemption price in the event of a change in control | 101.00% | 101.00% | ||||
Debt default, minimum ownership percentage of debt allowed to accelerate maturity | $ 5,200,000 | |||||
Repayments of senior debt | $ 700,000 | |||||
Unamortized premium | $ 12,500,000 | $ 23,300,000 | ||||
Senior Notes, issued at par | Senior Notes | Interest Expense | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt premium | $ 1,700,000 | $ 2,100,000 | ||||
Senior Notes, issued at par | Senior Notes | FNF | ||||||
Debt Instrument [Line Items] | ||||||
Guarantee fee, percent of outstanding principal | 1.00% | |||||
Guarantee fee, percent of outstanding principal in year two | 2.00% | |||||
Senior Notes, issued at par | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Extinguishment of debt, amount | $ 204,800,000 | |||||
Redemption price percentage | 105.75% | |||||
Interest paid | $ 1,400,000 | |||||
Payments of debt extinguishment costs | 11,800,000 | |||||
Write off of debt premium | 7,000,000 | |||||
Loss on extinguishment of debt, net | $ 4,800,000 |
Long-Term Debt - Fair Value of
Long-Term Debt - Fair Value of Long-Term Debt (Details) - Senior Notes, issued at par - Level 2 - Senior Notes $ in Millions | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Fair value of debt | $ 401.7 |
Fair value of debt, percent over carrying value | 103.00% |
Long-Term Debt - Schedule of M
Long-Term Debt - Schedule of Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Maturities of Long-term Debt [Abstract] | ||
2,016 | $ 44 | |
2,017 | 64 | |
2,018 | 84 | |
2,019 | 104 | |
2,020 | 604 | |
Thereafter | 768 | |
Total | 1,668 | $ 2,113.9 |
Bond premium | $ 12.5 |
Commitments and Contingencies
Commitments and Contingencies - Additional Information (Details) $ in Millions | Dec. 16, 2013shares | Dec. 30, 2010peopleunit | Mar. 31, 2013defendant | Sep. 30, 2011USD ($) | Sep. 18, 2014USD ($) | Jan. 15, 2014USD ($) | Jan. 15, 2014USD ($) |
Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of shares held in dispute (in shares) | shares | 5,682,276 | ||||||
Benavides-Mejia v. Lender Processing Services, Inc. n/k/a Black Knight InfoServ, LLC [Member] | Damage from Fire, Explosion or Other Hazard [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of units in apartment building | unit | 4 | ||||||
Number of deaths | people | 3 | ||||||
TCF National Bank v. Market Intelligence, Inc., Fidelity National Information Services, Inc. LSI Appraisal, LLC and Lender Processing Services, Inc. [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought | $ 3.3 | ||||||
TCF National Bank v. Market Intelligence, Inc., Fidelity National Information Services, Inc. LSI Appraisal, LLC and Lender Processing Services, Inc. [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought | $ 15 | $ 18.5 | |||||
BKFS Operating LLC | Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Interest paid | $ 9 | ||||||
ServiceLink Field Services, LLC [Member] | Benavides-Mejia v. Lender Processing Services, Inc. n/k/a Black Knight InfoServ, LLC [Member] | Damage from Fire, Explosion or Other Hazard [Member] | Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, number of defendants | defendant | 6 |
Commitments and Contingencies -
Commitments and Contingencies - Future Operating Lease Payments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,016 | $ 9.3 | ||
2,017 | 7.2 | ||
2,018 | 4.8 | ||
2,019 | 3.9 | ||
2,020 | 2.6 | ||
Thereafter | 0.5 | ||
Total | 28.3 | ||
Rent expense | $ 0.9 | $ 10.4 | $ 10.6 |
Commitments and Contingencies78
Commitments and Contingencies - Future Payments for Data Processing and Services Agreements (Details) $ in Millions | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 31.5 |
2,017 | 29 |
2,018 | 23.3 |
2,019 | 0.2 |
2,020 | 0.1 |
Thereafter | 0 |
Total | $ 84.1 |
Employee Benefit Plans - Profi
Employee Benefit Plans - Profits Interests Plans (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
BKLS LLC Profit Interests Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Risk free interest rate (as a percent) | 1.06% | ||
Expected volatility rate (as a percent) | 33.60% | ||
Expected dividend rate (as a percent) | 0.00% | ||
Fair value assumptions, expected term (in years) | 3 years 6 months | ||
Fair value assumptions, discount for lack of marketability (as a percent) | 22.20% | ||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 2.10 | ||
Redemption values of profits interest grants | $ 24.7 | ||
BKLS LLC Profit Interests Plan | Employees and Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Profit interests granted (in shares) | 9,500,000 | ||
BKLS LLC Profit Interests Plan | ServiceLink Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Profit interests granted (in shares) | 1,600,000 | ||
Redemption values of profits interest grants | $ 3.4 | ||
Dividend profits interest | $ 3.2 | ||
BKLS LLC Profit Interests Plan | Vesting after second year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 50.00% | ||
BKLS LLC Profit Interests Plan | Vesting after third year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 50.00% | ||
BKLS LLC Profit Interests Plan | Common Class B | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 11,111,111 | ||
ServiceLink Profits Interests | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Profit interests granted (in shares) | 2,600,000 | ||
Risk free interest rate (as a percent) | 0.60% | 0.90% | |
Expected volatility rate (as a percent) | 40.00% | 45.00% | |
Expected dividend rate (as a percent) | 0.00% | 0.00% | |
Fair value assumptions, expected term (in years) | 1 year 9 months | 2 years 6 months | |
Fair value assumptions, discount for lack of marketability (as a percent) | 20.00% | 26.00% | |
Grants in period, weighted average grant date fair value (in dollars per share) | $ 0.44 | $ 0.42 | |
Compensation liability | $ 1 | $ 0.3 |
Employee Benefit Plans - Restr
Employee Benefit Plans - Restricted Stock Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 03, 2016 | Dec. 21, 2015 | May. 26, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 11.4 | $ 6.4 | ||||
Compensation cost not yet recognized | $ 13.9 | $ 13.9 | ||||
Compensation cost not yet recognized, period for recognition | 2 years 6 months | |||||
Restricted Stock | Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Acceleration charge | $ 6.2 | |||||
The Omnibus Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding shares (in shares) | 3,596,344 | 3,596,344 | ||||
The Omnibus Plan | Restricted Stock | Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accelerated vesting, number of shares | 4,381,021 | |||||
Acceleration charge | $ 6.2 | |||||
Initial public offering, lock-up period (in months) | 6 months | |||||
BKLS LLC Profit Interests Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares converted (in shares) | (10,733,330) | |||||
Vested in period, weighted average grant date fair value (in dollars per share) | $ 2.01 | |||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 2.10 | |||||
Vesting period (in years) | 3 years | |||||
ServiceLink Profits Interests | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 0.44 | $ 0.42 | ||||
Common Class A | The Omnibus Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | 11,000,000 | 11,000,000 | ||||
Common Class A | The Omnibus Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares converted (in shares) | 7,994,215 | 7,994,215 | ||||
Outstanding shares (in shares) | 3,914,344 | 3,914,344 | 0 | |||
Shares granted in period (in shares) | 318,000 | 318,000 | ||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 32.37 | $ 32.37 | ||||
Vesting period (in years) | 3 years | |||||
Subsequent Event | Common Class A | The Omnibus Plan | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted in period (in shares) | 799,748 | |||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 28.29 | |||||
Subsequent Event | Common Class A | The Omnibus Plan | Restricted Stock, 3 Year Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted in period (in shares) | 247,437 | |||||
Vesting period (in years) | 3 years | |||||
Subsequent Event | Common Class A | The Omnibus Plan | Restricted Stock, 4 Year Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted in period (in shares) | 552,311 | |||||
Vesting period (in years) | 4 years |
Employee Benefit Plans - Res81
Employee Benefit Plans - Restricted Stock Transactions (Details) - $ / shares | Dec. 21, 2015 | May. 26, 2015 | May. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
The Omnibus Plan | 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 December 31, 2015 (in shares) | 3,596,344 | ||||
The Omnibus Plan | Restricted Stock | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Outstanding shares, Balance December 31, 2014 (in shares) | 0 | ||||
Converted (in shares) | 7,994,215 | 7,994,215 | |||
Granted (in shares) | 318,000 | 318,000 | |||
Canceled (in shares) | (16,850) | ||||
Vested (in shares) | (4,381,021) | ||||
Outstanding shares, Balance December 31, 2015 (in shares) | 3,914,344 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 32.37 | $ 32.37 | |||
Converted in period, weighted average grant date fair value (in dollars per share) | $ 24.50 | ||||
BKLS LLC Profit Interests Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Converted (in shares) | (10,733,330) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 2.10 | ||||
Vested in period, weighted average grant date fair value (in dollars per share) | 2.01 | ||||
Forfeitures, weighted average grant date fair value (in dollars per share) | $ 2.01 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Purchase Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 20, 2015 | Jul. 19, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 11.4 | $ 6.4 | |||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 0.1 | $ 5 | $ 2.8 | ||
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% | ||||
FNF 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% | ||||
FNF 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 Benefit Plans - 401(k
Employee Benefit Plans - 401(k) Profit Sharing Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [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 | $ 0.1 | $ 5.2 | $ 5.4 |
Income Taxes - Additional Info
Income Taxes - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May. 26, 2015USD ($)partner | |
Income Taxes [Line Items] | ||||||
Effective tax rate (as a percent) | 14.00% | 4.70% | 0.00% | 14.00% | 4.70% | |
Net deferred tax liability | $ 4,700,000 | $ 4,700,000 | ||||
Deferred income taxes, net | $ 200,000 | $ 200,000 | ||||
Unrecognized tax benefits | 0 | 0 | ||||
Operating loss carryforwards | 28,800,000 | 28,800,000 | $ 46,100,000 | |||
Operating loss carryforward valuation allowance | $ 0 | $ 0 | ||||
IPO | BKFS Operating LLC | ||||||
Income Taxes [Line Items] | ||||||
Ownership interest in consolidated subsidiary (as a percent) | 44.50% | |||||
Number of partners merged | partner | 2 |
Income Taxes - Income Tax Expe
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ 0.5 | $ (5.3) |
State | 0.7 | 0.1 |
Foreign | 0.4 | 0 |
Total current | 1.6 | (5.2) |
Deferred: | ||
Federal | 11.3 | (0.1) |
State | 0.5 | 0 |
Total deferred | 11.8 | (0.1) |
Total income tax expense (benefit) | $ 13.4 | $ (5.3) |
Income Taxes - Reconciliation
Income Taxes - Reconciliation of Income Tax Rate (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||
Federal statutory rate (as a percent) | 35.00% | 35.00% | |||
State taxes, net of federal benefit (as a percent) | 1.30% | 0.00% | |||
Noncontrolling interest (as a percent) | (14.90%) | (0.00%) | |||
Partnership income not subject to tax (as a percent) | (7.70%) | (22.20%) | |||
Tax credits (as a percent) | (0.30%) | (0.00%) | |||
Transaction costs (as a percent) | 0.00% | (8.10%) | |||
Other (as a percent) | 0.60% | 0.00% | |||
Effective tax rate (as a percent) | 14.00% | 4.70% | 0.00% | 14.00% | 4.70% |
Income Taxes - Components of D
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 10.1 | $ 0 |
Tax credit carryovers | 0.7 | 0 |
Other | 0.2 | 0.2 |
Total deferred tax asset | 11 | 0.2 |
Deferred tax liabilities: | ||
Partnership basis | (15.6) | 0 |
Other - Foreign | (0.1) | 0 |
Total deferred tax liabilities | (15.7) | 0 |
Net deferred tax liability | $ (4.7) | |
Net deferred tax asset | $ 0.2 |
Concentrations of Risk - Addit
Concentrations of Risk - Additional Information (Details) - Customer Concentration Risk - Sales Revenue, Net | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Customer 1 | |||
Concentration Risk [Line Items] | |||
Concentration risk (in percent) | 12.00% | 14.00% | |
Customer 2 | |||
Concentration Risk [Line Items] | |||
Concentration risk (in percent) | 12.00% | ||
Commerce Velocity and Property Insight | FNF | |||
Concentration Risk [Line Items] | |||
Concentration risk (in percent) | 55.00% |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 930.7 | $ 852.1 |
Operating expenses | 538.2 | 514.9 |
Depreciation and amortization | 194.3 | 188.8 |
Transition and integration costs | 8 | 119.3 |
Operating income (loss) | 190.2 | 29.1 |
Interest expense | (89.8) | (128.7) |
Other expense, net | (4.6) | (12) |
Earnings (loss) from continuing operations before income taxes | 95.8 | (111.6) |
Income tax expense (benefit) | 13.4 | (5.3) |
Net earnings (loss) from continuing operations | 82.4 | (106.3) |
Balance sheet data: | ||
Total assets | 3,703.7 | 3,598.3 |
Goodwill | 2,223.9 | 2,223.9 |
Operating Segments | Technology | ||
Segment Reporting Information [Line Items] | ||
Revenues | 756.2 | 695.5 |
Operating expenses | 341.4 | 338.2 |
Depreciation and amortization | 176.4 | 171.3 |
Transition and integration costs | 0 | 3.7 |
Operating income (loss) | 238.4 | 182.3 |
Interest expense | 0.7 | 0 |
Other expense, net | 0.1 | 0.8 |
Earnings (loss) from continuing operations before income taxes | 239.2 | 183.1 |
Income tax expense (benefit) | 0.5 | 0.6 |
Net earnings (loss) from continuing operations | 238.7 | 182.5 |
Balance sheet data: | ||
Total assets | 3,125.8 | 3,150.4 |
Goodwill | 2,050.7 | 2,050.7 |
Operating Segments | Data and Analytics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 174.3 | 156.5 |
Operating expenses | 145.5 | 140.2 |
Depreciation and amortization | 13.9 | 13.7 |
Transition and integration costs | 0 | 0.9 |
Operating income (loss) | 14.9 | 1.7 |
Interest expense | 0 | 0 |
Other expense, net | 0 | 0.1 |
Earnings (loss) from continuing operations before income taxes | 14.9 | 1.8 |
Income tax expense (benefit) | 0 | 0 |
Net earnings (loss) from continuing operations | 14.9 | 1.8 |
Balance sheet data: | ||
Total assets | 308.4 | 297.4 |
Goodwill | 173.2 | 173.2 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0.2 | 0.1 |
Operating expenses | 51.3 | 36.5 |
Depreciation and amortization | 4 | 3.8 |
Transition and integration costs | 8 | 114.7 |
Operating income (loss) | (63.1) | (154.9) |
Interest expense | (90.5) | (128.7) |
Other expense, net | (4.7) | (12.9) |
Earnings (loss) from continuing operations before income taxes | (158.3) | (296.5) |
Income tax expense (benefit) | 12.9 | (5.9) |
Net earnings (loss) from continuing operations | (171.2) | (290.6) |
Balance sheet data: | ||
Total assets | 269.5 | 150.5 |
Goodwill | $ 0 | $ 0 |
Uncategorized Items - fnf-20151
Label | Element | Value |
Successor [Member] | ||
Reclassifications of Temporary to Permanent Equity due to Conversion of Profits Interest Holders | fnf_ReclassificationsofTemporarytoPermanentEquityduetoConversionofProfitsInterestHolders | $ 87,600,000 |
Reclassifications of Temporary to Permanent Equity due to Conversion of Member Interest | fnf_ReclassificationsofTemporarytoPermanentEquityduetoConversionofMemberInterest | 342,600,000 |
Member Units [Member] | Black Knight Financial Services, LLC [Member] | Successor [Member] | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 75,700,000 |
Noncontrolling Interest, Increase from Reclassification | fnf_NoncontrollingInterestIncreasefromReclassification | $ (1,082,600,000) |