Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 22, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Black Knight, Inc. | ||
Entity Central Index Key | 1,627,014 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 150,136,389 | ||
Entity Public Float | $ 1,075,956,664 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 16.2 | $ 133.9 |
Trade receivables, net | 201.8 | 155.8 |
Prepaid expenses and other current assets | 44.6 | 45.4 |
Receivables from related parties | 18.1 | 4.1 |
Total current assets | 280.7 | 339.2 |
Property and equipment, net | 179.9 | 173 |
Computer software, net | 416.8 | 450 |
Other intangible assets, net | 231.6 | 299.5 |
Goodwill | 2,306.8 | 2,303.8 |
Other non-current assets | 240.1 | 196.5 |
Total assets | 3,655.9 | 3,762 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 65 | 55.2 |
Accrued compensation and benefits | 51.9 | 61.1 |
Current portion of long-term debt | 55.1 | 63.4 |
Deferred revenues | 59.6 | 47.4 |
Total current liabilities | 231.6 | 227.1 |
Deferred revenues | 100.7 | 77.3 |
Deferred income taxes, net | 224.6 | 7.9 |
Long-term debt, net of current portion | 1,379 | 1,506.8 |
Other non-current liabilities | 11.2 | 3.5 |
Total liabilities | 1,947.1 | 1,822.6 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Common stock | 0 | 0 |
Black Knight Financial Services, Inc. preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2016 | 0 | 0 |
Additional paid-in capital | 1,593.6 | 810.8 |
Retained earnings (accumulated deficit) | 201.4 | 65.7 |
Accumulated other comprehensive earnings (loss) | 3.9 | (0.8) |
Treasury stock, 2,000,000 and 0 shares as of December 31, 2017 and 2016, respectively, at cost | (90.1) | 0 |
Total shareholders' equity | 1,708.8 | 875.7 |
Noncontrolling interests | 0 | 1,063.7 |
Total equity | 1,708.8 | 1,939.4 |
Total liabilities and equity | 3,655.9 | 3,762 |
Black Knight Financial Services, Inc. | ||
Equity: | ||
Black Knight Financial Services, Inc. preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2016 | 0 | 0 |
Black Knight Financial Services, Inc. | Common Class A | ||
Equity: | ||
Common stock | 0 | 0 |
Black Knight Financial Services, Inc. | Common Class B | ||
Equity: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 550,000,000 | |
Common stock, shares issued (in shares) | 153,430,030 | |
Common stock, shares outstanding (in shares) | 151,430,030 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in share) | 0 | |
Treasury stock (in shares) | 2,000,000 | 0 |
Black Knight Financial Services, Inc. | ||
Common stock, shares outstanding (in shares) | 0 | 153,900,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in share) | 0 | |
Black Knight Financial Services, Inc. | Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 350,000,000 | |
Common stock, shares issued (in shares) | 69,091,008 | |
Common stock, shares outstanding (in shares) | 0 | 69,091,008 |
Black Knight Financial Services, Inc. | Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 200,000,000 | |
Common stock, shares issued (in shares) | 84,826,282 | |
Common stock, shares outstanding (in shares) | 0 | 84,826,282 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Earnings (Loss) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 1,051.6 | $ 1,026 | $ 930.7 |
Expenses: | |||
Operating expenses | 569.5 | 582.6 | 538.2 |
Depreciation and amortization | 206.5 | 208.3 | 194.3 |
Transition and integration costs | 13.1 | 2.3 | 8 |
Total expenses | 789.1 | 793.2 | 740.5 |
Operating income | 262.5 | 232.8 | 190.2 |
Other income and expense: | |||
Interest expense | (57.5) | (67.6) | (89.8) |
Other expense, net | (12.6) | (6.4) | (4.6) |
Total other expense, net | (70.1) | (74) | (94.4) |
Earnings before income taxes | 192.4 | 158.8 | 95.8 |
Income tax (benefit) expense | (61.8) | 25.8 | 13.4 |
Net earnings from continuing operations | 254.2 | 133 | 82.4 |
Net earnings | 254.2 | 133 | 82.4 |
Less: Net earnings attributable to noncontrolling interests | 71.9 | 87.2 | 62.4 |
Net earnings attributable to Black Knight | 182.3 | 45.8 | 20 |
Other comprehensive earnings (loss): | |||
Unrealized holding gains (losses), net of tax | 3.7 | (1.1) | 0 |
Reclassification adjustments for losses included in net earnings, net of tax | 0.4 | 0.5 | 0 |
Total unrealized losses on interest rate swaps, net of tax | 4.1 | (0.6) | 0 |
Foreign currency translation adjustment | 0 | (0.1) | (0.1) |
Other comprehensive earnings (loss) | 4.1 | (0.7) | (0.1) |
Comprehensive earnings attributable to noncontrolling interests | 74.1 | 86 | 62.4 |
Comprehensive earnings | $ 260.5 | $ 131.1 | $ 82.3 |
Common Class A | |||
Net earnings per share attributable to Black Knight common shareholders: | |||
Basic (in dollars per share) | $ 2.06 | $ 0.69 | |
Diluted (in dollars per share) | $ 1.47 | $ 0.67 | |
Weighted average shares of Class A common stock outstanding | |||
Basic (in shares) | 88.7 | 65.9 | |
Diluted (in shares) | 152.4 | 67.9 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Earnings (Loss) Consolidated Statements of Operations and Comprehensive Earnings (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | $ 0.3 | $ 0.3 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | $ 2.4 | $ (0.4) |
Consolidated and Combined State
Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | Accumulated deficit/retained earnings | Accumulated other comprehensive loss | Treasury Stock [Member] | Common stock | Additional paid-in capital | Noncontrolling interests | Black Knight Financial Services, LLCContributed member capital | Black Knight Financial Services, LLCAccumulated deficit/retained earnings | Black Knight Financial Services, LLCAccumulated other comprehensive loss | Black Knight Financial Services, Inc.Common Class A | 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 |
Beginning balance (Successor) at Dec. 31, 2014 | $ 917 | $ 1,063.8 | $ (146.7) | $ (0.1) | ||||||||||||
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 | 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) | ||||||||||||
Beginning balance (Successor) at Dec. 31, 2014 | 370.7 | |||||||||||||||
Increase (Decrease) in Redeemable Members' Interest [Roll Forward] | ||||||||||||||||
Redemption values of profits interests grants | Successor | 59.5 | |||||||||||||||
Ending balance (Successor) at May. 25, 2015 | 430.2 | |||||||||||||||
Beginning balance (Successor) at Dec. 31, 2014 | 917 | 1,063.8 | (146.7) | (0.1) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net earnings | 82.4 | |||||||||||||||
Foreign currency translation adjustment | (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 | |||||||||||||||
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 | 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 | 75.7 | 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 | 1,082.6 | $ (1,082.6) | ||||||||||||||
Reclassifications of accumulated deficit and other comprehensive loss | Successor | (110) | $ 125.3 | $ 0.2 | (15.5) | ||||||||||||
Issuance of restricted shares of Class A common stock (shares) | Successor | 0.3 | |||||||||||||||
Equity based compensation expense | Successor | 8 | 8 | ||||||||||||||
Net earnings | 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 | |||||||||||||||
Increase (Decrease) in Redeemable Members' Interest [Roll Forward] | ||||||||||||||||
Conversion of THL member interest into Class A common shares | Successor | (342.6) | |||||||||||||||
Conversion of profits interest holders into Class A common restricted shares | Successor | (87.6) | |||||||||||||||
Issuance of common stock (in shares) | 0.8 | |||||||||||||||
Equity based compensation expense | 11.9 | 11.9 | ||||||||||||||
Unrealized gains on interest rate swaps, net | (1.8) | (1.2) | (0.6) | |||||||||||||
Net earnings | 133 | 87.2 | 45.8 | |||||||||||||
Foreign currency translation adjustment | (0.1) | (0.1) | ||||||||||||||
Tax distributions | (48.6) | (48.6) | ||||||||||||||
Ending balance at Dec. 31, 2016 | 1,939.4 | 1,063.7 | $ 65.7 | $ (0.8) | $ 810.8 | |||||||||||
Ending balance (shares) at Dec. 31, 2016 | 0 | 69.1 | 84.8 | |||||||||||||
Ending balance (Successor) at Dec. 31, 2016 | 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (in shares) | 1 | |||||||||||||||
Equity based compensation expense | 18.7 | $ 18.7 | ||||||||||||||
Unrealized gains on interest rate swaps, net | 6.3 | $ 4.1 | 2.2 | |||||||||||||
Forfeitures of restricted shares of Class A common stock (shares) | (0.1) | |||||||||||||||
Exchange of Class B common stock for Class A common stock | 0.2 | (0.2) | ||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | (0.1) | ||||||||||||||
Tax withholding payments for restricted share vesting | (6.1) | (6.1) | ||||||||||||||
Purchases of treasury stock (share) | 3.2 | 1.2 | ||||||||||||||
Purchases of treasury stock | (136.7) | $ (136.7) | ||||||||||||||
Distribution of FNF's ownership interest and related transactions | (291.7) | $ (46.6) | 0.6 | $ 46.6 | 770.2 | (1,062.5) | ||||||||||
Distribution of FNF's ownership interest and related transactions (shares) | (1.2) | 153.5 | (70.1) | (84.6) | ||||||||||||
Net earnings | 254.2 | 182.3 | 71.9 | |||||||||||||
Foreign currency translation adjustment | 0 | |||||||||||||||
Tax distributions | 75.3 | 75.3 | ||||||||||||||
Ending balance at Dec. 31, 2017 | $ 1,708.8 | $ 201.4 | $ 3.9 | $ (90.1) | $ 1,593.6 | $ 0 | ||||||||||
Ending balance (shares) at Dec. 31, 2017 | 2 | 153.4 | 0 | 0 |
Consolidated and Combined Stat7
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net earnings | $ 254.2 | $ 133 | $ 82.4 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 206.5 | 208.3 | 194.3 |
Amortization of debt issuance costs, bond premium and original issue discount | 3.5 | 2.7 | 0.8 |
Loss on extinguishment of debt, net | 12.6 | 0 | 4.8 |
Deferred income taxes, net | (78.4) | 3.2 | 11.8 |
Equity-based compensation | 18.9 | 12.4 | 11.4 |
Changes in assets and liabilities: | |||
Trade and other receivables, including receivables from related parties | (52.5) | (6.4) | (20.9) |
Prepaid expenses and other assets | 1.7 | (11.2) | (6.4) |
Deferred contract costs | 35.6 | 26.2 | 32.6 |
Deferred revenues | (48.5) | (51.9) | (54.9) |
Trade accounts payable and other accrued liabilities, including accrued compensation and benefits | (2.5) | 9.4 | (7.7) |
Net cash provided by operating activities | 351.1 | 325.7 | 248.2 |
Cash flows from investing activities: | |||
Additions to property and equipment | (27.4) | (38.1) | (45.6) |
Additions to computer software | (53.3) | (41.9) | (50.1) |
Business acquisitions, net of cash acquired | 0 | (150.2) | 0 |
Investment in property records database | 0 | 0 | (6.8) |
Other investing activities | (4) | 0 | 0 |
Net cash used in investing activities | (84.7) | (230.2) | (102.5) |
Cash flows from financing activities: | |||
Borrowings, net of original issue discount | 480 | 55 | 1,299 |
Senior Notes redemption | (390) | 0 | 0 |
Debt service payments | (18.8) | 0 | 0 |
Debt service payments | (214.8) | (149) | (1,745.9) |
Purchases of treasury stock | (136.7) | 0 | 0 |
Distributions to members | (75.3) | (48.6) | (17.4) |
Capital lease payments | (13.8) | (5) | 0 |
Tax withholding payments for restricted share vesting | (6.1) | 0 | 0 |
Proceeds from issuance of Class A common stock, before offering expenses | 0 | 0 | 479.3 |
Costs directly associated with issuance of Class A common stock | 0 | 0 | (4.2) |
Debt issuance costs | (8.6) | 0 | (20.6) |
Senior notes call premium | 0 | 0 | (11.8) |
Net cash used in financing activities | (384.1) | (147.6) | (21.6) |
Restricted And Unrestricted Cash And Cash Equivalents, Period Increase (Decrease) | (117.7) | (52.1) | 124.1 |
Cash and cash equivalents, beginning of period | 133.9 | 186 | 61.9 |
Cash and cash equivalents, end of period | 16.2 | 133.9 | 186 |
Supplemental cash flow information: | |||
Interest paid | (56.7) | (60.2) | (89.2) |
Income taxes (paid) refunded, net | $ (15.7) | $ (21.9) | $ 0.2 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited Consolidated Financial Statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated. As a result of the Distribution and the THL Interest Exchange on September 29, 2017 (each as defined below), Black Knight, Inc. became the new public company and owns 100% of BKFS; therefore, there are no longer any noncontrolling interests of BKFS as of September 30, 2017. There was no change to our underlying business and, for this reason, there was no change in reporting entity in accordance with GAAP. The periods presented represent the consolidated financial position, results of operations and cash flows of (1) Black Knight, Inc., for the period from September 30, 2017, the day subsequent to the Distribution, through December 31, 2017, (2) BKFS, for the period from May 26, 2015, the date we completed our initial public offering (the "IPO"), through September 29, 2017, the date of the Distribution and (3) Black Knight Financial Services, LLC ("BKFS LLC"), for the period from January 1, 2015 through May 25, 2015, the day prior to the IPO. Description of Business We are a leading provider of software, data and analytics solutions to the mortgage and consumer loan, real estate and capital market verticals. Our solutions facilitate and automate many of the mission-critical business processes across the homeownership lifecycle, from origination until asset disposition. BKFS was incorporated in the State of Delaware on October 27, 2014 and Black Knight, Inc. was incorporated in the State of Delaware on February 3, 2017. Reporting Segments We conduct our operations through two reporting segments, (1) Software Solutions (formerly known as the Technology segment) and (2) Data and Analytics. See further discussion in Note 17 — Segment Information . Acquisition and Internal Reorganization by FNF and Other Transactions On January 2, 2014, Fidelity National Financial, Inc. ("FNF") acquired Lender Processing Services, Inc. ("LPS") (the "Acquisition"). On January 3, 2014, LPS was converted into a Delaware limited liability company and was renamed Black Knight InfoServ, LLC ("BKIS"). Also on that date, BKIS distributed all of its limited liability company membership interests and equity interests in its subsidiaries engaged in the Transaction Services business to Black Knight Holdings, Inc. ("BKHI"). Following this 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, Fidelity National Commerce Velocity, LLC ("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 ("CTIC"), a wholly-owned subsidiary of FNF, on this date. All of these steps are referred to herein as the "Internal Reorganization." Initial Public Offering In connection with our IPO, which was completed on May 26, 2015, 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 voted as a single class on all matters submitted for a vote to shareholders; • the issuance of shares of Class B common stock by BKFS to FNF and certain Thomas H. Lee Partners, L.P. ("THL") affiliates ("THL Affiliates"), former holders of membership interests in BKFS LLC ("Units"). BKFS Class B common stock was neither registered nor publicly traded and did not entitle the holders thereof to any of the economic rights, including rights to dividends and distributions upon liquidation, that would have been provided to holders of BKFS Class A common stock; and the total voting power of the BKFS Class B common stock was equal to the percentage of Units not held by us; • the issuance of shares of BKFS 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 BKFS to the investors in the IPO; • our contribution 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 BKFS 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 BKFS 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 BKFS Class B common stock for, at our option, shares of BKFS Class A common stock on a one -for-one basis or a cash payment from BKFS LLC. We refer to the above transactions collectively as the "Offering Reorganization." The IPO included 18,000,000 shares of BKFS 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 BKFS Class A common stock at the offering price, which was exercised in full. A total of 20,700,000 shares of BKFS Class A common stock were issued, 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 was 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 11) 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; BKHI, CTIC 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. Distribution of FNF's Ownership Interest and Related Transactions On September 29, 2017, we completed a tax-free plan whereby FNF distributed all 83.3 million shares of BKFS common stock that it owned to FNF Group shareholders through a series of transactions (the "Distribution"). The Distribution was consummated through four newly-formed corporations, New BKH Corp. ("New BKH"), Black Knight, Inc. (formerly known as Black Knight Holdco Corp.), New BKH Merger Sub, Inc. ("Merger Sub One") and BKFS Merger Sub, Inc. ("Merger Sub Two"), as follows: • BKHI, a wholly-owned subsidiary of FNF, contributed all of its 83.3 million shares of BKFS Class B common stock and all of its units of BKFS LLC to New BKH in exchange for 100% of the shares of New BKH common stock; • Following which BKHI converted into a limited liability company and distributed to FNF all of the shares of New BKH common stock held by BKHI; • Immediately thereafter, FNF distributed the shares of New BKH common stock to the holders of FNF Group common stock on a pro-rata basis (the "Spin-off"); • Immediately following the Spin-off, Merger Sub One merged with and into New BKH (the "New BKH merger"); • In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) was exchanged for one share of Black Knight, Inc. common stock. New BKH shares owned by New BKH immediately prior to the New BKH merger were canceled for no consideration. As a result of the Spin-Off and the New BKH merger, FNF Group shareholders received 0.3066322 shares of Black Knight, Inc. common stock for each share of FNF Group common stock they held; • Immediately following the New BKH merger, Merger Sub Two merged with and into Black Knight Financial Services, Inc. (the "BKFS merger"); • In the BKFS merger, each outstanding share of BKFS Class A common stock (other than shares owned by BKFS) was exchanged for one share of Black Knight, Inc. common stock. Shares of BKFS Class A common stock owned by BKFS, otherwise referred to as treasury stock, immediately prior to the BKFS merger were canceled for no consideration; and • Black Knight, Inc. is the public company following the completion of the Distribution. Shares of Black Knight, Inc. common stock are listed on the New York Stock Exchange under the trading symbol “BKI”, and began trading on October 2, 2017. Under the organizational documents of Black Knight, Inc., the rights of the holders of shares of Black Knight, Inc. common stock are substantially the same as the rights of former holders of BKFS Class A common stock. On June 8, 2017, Black Knight, Inc., BKFS and certain affiliates of THL entered into an interest exchange agreement (the "THL Interest Exchange"). Immediately following the completion of the Distribution, affiliates of THL contributed to Black Knight, Inc. all of their BKFS Class B common stock and all of their BKFS LLC Units in exchange for a number of shares of Black Knight, Inc. common stock equal to the number of shares of BKFS Class B common stock contributed. Following the completion of the Distribution and the THL Interest Exchange, the shares of BKFS Class B common stock were canceled. For additional details of the effects of the Distribution, the THL Interest Exchange and other related transactions, see "Share Repurchase Program" within this note, Note 2 — Significant Accounting Policies , Note 13 — Equity-Based Compensation, Note 14 — Employee Stock Purchase Plan and 401(k) Plan and Note 15 — Income Taxes. Realignment of Property Insight Effective January 1, 2017, Property Insight, LLC ("Property Insight"), an indirect subsidiary of Black Knight that provides information used by title insurance underwriters, title agents and closing attorneys to source and underwrite title insurance for real property sales and transfer, realigned its commercial relationship with FNF. In connection with the realignment, Property Insight employees responsible for title plant posting and maintenance were transferred to FNF. Under the new commercial arrangement, we continue to own the title plant technology and retain sales responsibility for third parties, other than FNF. As a result of the realignment, we no longer recognize revenues or expenses related to title plant posting and maintenance, but charge FNF a license fee for use of the technology to access and maintain the title plant data. This transaction did not result in any gain or loss. Share Repurchase Program On January 31, 2017, our board of directors approved a three -year share repurchase program, effective February 3, 2017, authorizing us to repurchase up to 10.0 million shares of BKFS Class A common stock from time to time through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. In connection with the Distribution, our board of directors approved a share repurchase program authorizing the repurchase of shares of Black Knight, Inc. common stock consistent with the previous share repurchase program. The timing and volume of share repurchases will be determined by our management based on ongoing assessments of the capital needs of the business, the market price of our common stock and general market conditions. During the year ended December 31, 2017 , we repurchased approximately 1.2 million shares of BKFS Class A common stock and 2.0 million shares of Black Knight, Inc. common stock for an aggregate purchase price of $136.7 million , or an average of $42.87 per share. As of December 31, 2017 , we had approximately 6.8 million shares remaining under our share repurchase authorization. Refer to Note 5 — Related Party Transactions for additional information related to the repurchase of shares of Black Knight, Inc. common stock. On February 15, 2018, we repurchased 2.0 million shares of our common stock for $92.8 million , or at a price of $46.41 per share. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 Financial Statements. Principles of Consolidation Prior to the Distribution, BKFS LLC was subject to the consolidation guidance related to variable interest entities as set forth in Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"). As the sole managing member of BKFS LLC, we had 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, we were 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. Because we were the primary beneficiary through our sole managing member interest and possessed the rights established in the LLC Agreement, in accordance with the requirements of ASC 810, we controlled BKFS LLC and appropriately consolidated the operations thereof. We account for noncontrolling interests in accordance with ASC 810. Noncontrolling interests represented BKHI and certain of its affiliates' and THL and THL Affiliates' share of net earnings or loss and of equity in BKFS LLC. BKFS Class A shareholders indirectly controlled BKFS LLC through our managing member interest. BKFS Class B shareholders had a noncontrolling interest in BKFS LLC. Their share of equity in BKFS LLC is reflected in Noncontrolling interests in our Consolidated Balance Sheets and their share of net earnings or loss in BKFS LLC is reported in Net earnings attributable to noncontrolling interests in our Consolidated Statements of Earnings and Comprehensive Earnings. Net earnings or loss attributable to noncontrolling interests do not include expenses incurred directly by us, including income tax (benefit) expense attributable to us. All earnings prior to the closing of our IPO on May 26, 2015 have been disclosed as Net earnings attributable to noncontrolling interests. 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 and the recoverability of other intangible assets and goodwill. 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. Cash and cash equivalents include the following (in millions): December 31, 2017 2016 Unrestricted: Cash $ 13.1 $ 129.8 Cash equivalents 1.3 1.8 Total unrestricted cash and cash equivalents 14.4 131.6 Restricted cash equivalents (1) 1.8 2.3 Total cash and cash equivalents $ 16.2 $ 133.9 _______________ (1) Restricted cash equivalents 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 allowance for doubtful accounts, as of December 31, 2017 and 2016 is as follows (in millions): December 31, 2017 2016 Trade receivables — billed $ 159.6 $ 115.4 Trade receivables — unbilled 44.1 42.6 Total trade receivables 203.7 158.0 Allowance for doubtful accounts (1.9 ) (2.2 ) Total trade receivables, net $ 201.8 $ 155.8 In addition to the amounts above, we have unbilled receivables that we do not expect to collect within the next year included in Other non-current assets in our Consolidated Balance Sheets. Billings for these receivables are primarily based on contractual terms. Refer to Note 10 — Other Non-Current Assets. 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 trade receivables 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, 2017 , 2016 and 2015 is as follows (in millions): Beginning balance Bad debt expense Write-offs, net of recoveries Transfers and acquisitions Ending balance Year ended December 31, 2015 $ (1.6 ) $ (2.1 ) $ 1.1 $ 0.1 $ (2.5 ) Year ended December 31, 2016 (2.5 ) (0.6 ) 0.9 — (2.2 ) Year ended December 31, 2017 (2.2 ) (0.8 ) 1.1 — (1.9 ) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following (in millions): December 31, 2017 2016 Prepaid expenses $ 36.1 $ 37.2 Other current assets 8.5 8.2 Prepaid expenses and other current assets $ 44.6 $ 45.4 Property and Equipment, Net Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the following 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, net 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, ranging from 3 to 7 years . 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. Internal development costs are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Otherwise Marketed , or ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . 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, which 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. For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized 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 date. Our property records database, which is an intangible asset not subject to amortization, is included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 10 — Other Non-Current Assets. Impairment Testing Long-lived assets, including property and equipment, 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, 2017 , 2016 or 2015 . 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 lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. We have three reporting units that carry goodwill as of December 31, 2017 : Servicing Software, Origination Software and Data and Analytics. We completed our most recent annual goodwill impairment analysis as of September 30, 2017. We did not have any events or circumstances indicating impairment of our goodwill during the years ended December 31, 2017 , 2016 and 2015 . 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 not be recoverable, undiscounted estimated cash flows of the contract are projected over its remaining estimated 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. Our deferred contract costs are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 10 — Other Non-Current Assets. Amortization expense for deferred contract costs is included in Depreciation and amortization in the accompanying Consolidated Statements of Earnings and Comprehensive Earnings. 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 Prior to the Distribution, certain of our management level employees and directors participated in the FNF Deferred Compensation Plan (the "FNF Plan"). The FNF Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the FNF Plan are provided by a funded rabbi trust. The compensation withheld from FNF Plan participants, together with investment income on the FNF Plan, was recorded as a deferred compensation obligation to participants. The underlying rabbi trust and the related liability was historically carried by FNF. As a result of the Distribution, the liability to Black Knight participants in the FNF Plan, as well as the related assets of the funded rabbi trust, were transferred to the newly-formed Black Knight Deferred Compensation Plan (the "Black Knight Plan") in a non-cash transaction. The terms of the Black Knight Plan are consistent with the terms of the former FNF Plan. As of December 31, 2017 , the assets of the funded rabbi trust of $11.7 million are included in Other non-current assets, $10.8 million of the related liability is included in Other non-current liabilities and $1.2 million of the related liability is included in Trade accounts payable and other accrued liabilities on the Consolidated Balance Sheets. 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 estimated 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. We adopted Accounting Standards Update ("ASU") 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") on January 1, 2017. We no longer record excess tax benefits and certain tax deficiencies related to share-based awards in additional paid-in capital. Instead, income tax effects of awards are recorded in the income statement when the awards vest or are settled. In connection with this adoption, we also made a policy election to account for forfeitures as they occur. The adoption of this ASU did not have a material effect on our business, financial condition or our results of operations. 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 effect of potentially dilutive securities, by the number of weighted-average shares outstanding during the period and the effect 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 hosted software, licensed software, software-related services, data and analytics services and valuation-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. 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 recoverability in the event any indications exist that deferred contract costs may not be recoverable. 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. Equity-based compensation is also included in Operating expenses within Corporate and Other in Note 17 — Segment Information . General and administrative expenses, which are primarily included in Operating expenses within Corporate and Other in Note 17 — Segment Information , 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 certain professional and legal fees and costs of advertising and other marketing-related programs. Depreciation and Amortization Depreciation and amortization includes depreciation of property and equipment and amortization of computer software, deferred contract costs and other intangible assets. Depreciation and amortization on the Consolidated Statements of Earnings and Comprehensive Earnings include the following (in millions): Year ended December 31, 2017 2016 2015 Property and equipment $ 29.0 $ 28.4 $ 28.4 Computer software 84.0 78.0 70.3 Other intangible assets 67.8 76.4 86.4 Deferred contract costs 25.7 25.5 9.2 Total $ 206.5 $ 208.3 $ 194.3 Deferred contract costs amortization for the years ended December 31, 2017 and 2016 includes accelerated amortization of $3.3 million and $4.1 million , respectively. Transition and Integration Costs Transition and integration costs for the year ended December 31, 2017 primarily represent legal and professional fees related to the Distribution and transition-related costs as we transfer certain corporate functions from FNF. Transition and integration costs for the year ended December 31, 2016 primarily represent acquisition-related costs. In 2015, Transition and integration costs represent costs related to the IPO, as well as member management fees, substantially all of which, were incurred prior to the completion of the IPO on May 26, 2015. Interest Expense Interest expense consists primarily of interest on our borrowings, a guarantee fee that we paid FNF for their ongoing guarantee of the Senior Notes prior to the Senior Notes Redemption (as defined in Note 11 —Long Term Debt ), amortization of our debt issuance costs, bond premium and original issue discount, payments on our interest rate swaps and commitment fees on our revolving credit facility. Income Taxes We are subject to income tax in the U.S. and certain state jurisdictions in which we operate and record the tax effects as a part of the tax accounting process of preparing the Consolidated Financial Statements. Our subsidiary in India is subject to income tax in India. The tax accounting process involves calculating actual current tax expense together with assessing basis differences resulting from differing recognition of items for income tax and accounting purposes. These differences result in current and deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable earnings and, to the extent we believe that recovery is not likely, establish a valuation allowance. We believe that based on our historical pattern of taxable earnings, projections of future earnings, tax planning strategies, reversing taxable timing differences and other relevant evidence, we will produce sufficient earnings in the future to realize recorded deferred income tax assets. To the extent we establish a valuation allowance or increase an allowance in a period, we would reflect the increase as expense within Income tax expense in the Consolidated Statements of Earnings and Comprehensive Earnings. Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. We believe our tax positions comply with applicable tax law, and we adequately provide for any known tax contingencies. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense, net earnings or cash flows in the period that determination is made. For the period 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. Corporate subsidiaries were subject to applicable U.S. federal, foreign and state taxation. For periods after the IPO, Black Knight is treated as a corporation under applicable federal and state income tax laws. Following the Distribution and THL Interest Exchange, we no longer have any noncontrolling interests. Deferred tax assets and liabilities are 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 Consolidated Financial Statements in the period enacted. Treasury Shares Shares held in treasury at the time of the Distribution were canceled for no consideration. In connection with this transaction, we made a policy election to charge the cost in excess of par value to Retained earnings when we cancel or retire repurchased shares. Recent Accounting Pronouncements Revenue Recognition (ASC Topic 606, Revenue from Contracts with Customers ("ASC 606")) In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which was codified as ASC 606. This ASU supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The 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. The FASB has issued several additional ASUs since this time that add further clarification. Through ASC 340, Subtopic 40, Other Assets and Deferred Costs - Contracts with Customers , the topic also includes guidance on accounting for the incremental costs of obtaining and costs incurred to fulfill a contract with a customer. All of the new standards are effective for the Company on January 1, 2018. In preparation for adoption of ASC 606, we formed a project team and engaged a third-party professional services firm to assist us with our evaluation. We applied an integrated approach to analyzing the effect of ASC 606 on our pattern of revenue recognition, including updating our accounting policies and practices, evaluating differences from applying the requirements of the new standard to our contracts and business practices and applying changes to our processes, accounting systems and design of internal controls. Based upon our assessment, we did not identify a material change to the pattern of revenue recognition related to revenue earned from the majority of our Software Solutions segment hosted software arrangements, Data and Analytics segment arrangements with transaction or volume-based fees or perpetual license arrangements in our Software Solutions and Data and Analytics segments. For contracts where the promised software license and ongoing services are not distinct from each other, the timing of revenue recognition will be over time, which is consistent with the treatment under the current revenue recognition standard. However, due to the complexity of certain of our contracts, including contracts for multiple products and services related to each of our segments, the final determination is dependent on contract-specific terms. The primary effect of adopting the new standard relates to the timing of revenue recognition for professional services and certain distinct term license arrangements. We identified timing differences related to revenue recognition for distinct professional services performed during implementation of certain solutions within our origination software business, which will be recognized over the period the professional services are performed compared to deferred and recognized over the remaining contract term. Moreover, fees for certain post-implementation professional services related to minor customization of hosted software solutions, determined not to be distinct from the hosted software solutions, will be deferred and recognized over the remaining hosted software contract term compared to over the period the professional services are performed. Further, we identified timing differences related to recognizing the license portion of certain distinct term license arrangements within our Data and Analytics segment upon delivery compared to ratably over the license term. In addition, based on our analysis of contract acquisition and fulfillment costs, we did not identify a material change to our current practice for capitalizing such costs; however, we will amortize certain capitalized contract costs over a longer time period for certain contracts based on the requirements of the new standard. The standard allows companies to use either a full retrospective or a modified retrospective adoption approach. We will adopt the new standard using the modified retrospective transition approach. Under this transition approach, the cumulative effect of initially applying the new standard to the contracts that have remaining obligations as of the adoption date will be reflected as an adjustment to beginning retained earnings. We expect the net increase to Retained earnings |
Business Acquisitions Business
Business Acquisitions Business Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions We include the results of operations of acquired businesses beginning on the respective acquisition dates. The purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date. Acquisition-related costs are expensed as incurred. During the year ended December 31, 2016, we completed the acquisitions of eLynx Holdings, Inc. ("eLynx") and Motivity Solutions, Inc. ("Motivity"). Neither acquisition meets the definition of "significant" pursuant to Article 3 of Regulation S-X (§210.3-05) either individually or in the aggregate. Further, the individual and aggregate results of operations are not material to our financial statements. Further details on each acquisition are discussed below. Allocation of Purchase Price The purchase price for each of the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair value at the acquisition date. The fair value of the acquired Computer software and Other intangible assets for both transactions was determined using a third-party valuation based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. The estimates for the eLynx acquisition were preliminary and subject to adjustments as of December 31, 2016 and were finalized in the first quarter of 2017. The estimates for the Motivity acquisition were finalized in the fourth quarter of 2016. eLynx On May 16, 2016, we completed our acquisition of eLynx, a leading lending document and data delivery platform that we now refer to as our eLending business. Our eLending business helps clients in the financial services and real estate industries electronically capture and manage documents and associated data throughout the document lifecycle. We purchased eLynx to augment our origination software business. This acquisition positions us to electronically support the full mortgage origination process. Total consideration paid, net of cash received, was $115.0 million for 100% of the equity interests of eLynx. Additionally, we incurred direct transaction costs of $1.2 million for the year ended December 31, 2016 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. The total consideration paid was as follows (in millions): Cash paid from cash on hand $ 95.6 Cash paid from Revolving Credit Facility (Note 11) 25.0 Less: cash acquired (5.6 ) Total consideration paid, net $ 115.0 The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as adjusted for the measurement period adjustments recorded in the first quarter of 2017 (in millions): Total purchase price consideration $ 115.0 Trade receivables $ 3.8 Prepaid expenses and other current assets 3.9 Property and equipment 1.1 Computer software 11.4 Other intangible assets (Note 8) 35.1 Goodwill (Note 9) 67.0 Total assets acquired 122.3 Trade accounts payable and other accrued liabilities 4.5 Accrued compensation and benefits 1.4 Deferred revenues 1.4 Total liabilities assumed 7.3 Net assets acquired $ 115.0 The measurement period adjustments reflected in the purchase price consideration table above that were recorded during the first quarter of 2017 were as follows (in millions): Goodwill $ 3.0 Computer software (2.6 ) Accrued compensation and benefits (0.3 ) Other intangible assets (0.1 ) The goodwill adjustment of $3.0 million is included in the Software Solutions segment. An adjustment of $0.5 million to Depreciation and amortization was recorded in the first quarter of 2017 related to the changes in provisional values. Motivity On June 22, 2016, we completed our acquisition of Motivity, which provides customized mortgage business intelligence software solutions. Motivity, along with our LoanSphere product suite, including the LoanSphere Data Hub, provides clients with deeper insights into their origination and servicing operations and portfolios. Total consideration paid, net of cash received, was $35.2 million for 100% of the equity interests of Motivity. Additionally, we incurred direct transaction costs of $0.4 million for the year ended December 31, 2016 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. The total consideration paid was as follows (in millions): Cash paid from Revolving Credit Facility (Note 11) $ 30.0 Cash paid from cash on hand 6.0 Less: cash acquired (0.8 ) Total consideration paid, net $ 35.2 The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions): Total purchase price consideration $ 35.2 Trade receivables $ 0.4 Prepaid expenses and other current assets 0.7 Property and equipment 0.1 Computer software 5.7 Other intangible assets (Note 8) 10.5 Goodwill (Note 9) 19.7 Total assets acquired 37.1 Trade accounts payable and other accrued liabilities 1.4 Deferred revenues 0.5 Total liabilities assumed 1.9 Net assets acquired $ 35.2 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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 common stock outstanding during the period. For the periods presented, potentially dilutive securities include unvested restricted stock awards and the shares of BKFS Class B common stock prior to the Distribution. The numerator in the diluted net earnings per share calculation is adjusted to reflect our income tax expense at an expected effective tax rate assuming the conversion of the shares of BKFS Class B common stock into shares of BKFS Class A common stock on a one -for-one basis, prior to the Distribution, for the year ended December 31, 2017 . The effective tax rate for the year ended December 31, 2017 was (16.7)% , including the effect of the benefit related to the revaluation of our net deferred income tax liability and certain other discrete items recorded during the year. The denominator includes approximately 63.1 million shares of BKFS Class B common stock outstanding for the year ended December 31, 2017 prior to the Distribution. However, the 84.8 million shares of BKFS 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 for the year ended December 31, 2016 and the period from May 26, 2015 through December 31, 2015. The denominator also includes the dilutive effect of approximately 0.6 million , 2.0 million and 3.5 million shares of unvested restricted shares of common stock for the years ended December 31, 2017 and 2016 and the period from May 26, 2015 through December 31, 2015, respectively. The shares of BKFS Class B common stock did not share in the earnings or losses of Black Knight and were, therefore, not participating securities. Accordingly, basic and diluted net earnings per share of BKFS Class B common stock have not been presented. The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts): Year ended December 31, May 26, 2015 through 2017 2016 Basic: Net earnings attributable to Black Knight $ 182.3 $ 45.8 $ 20.0 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 88.7 65.9 64.4 Basic net earnings per share $ 2.06 $ 0.69 $ 0.31 Diluted: Earnings before income taxes $ 192.4 Income tax benefit excluding the effect of noncontrolling interests (32.2 ) Net earnings $ 224.6 Net earnings attributable to Black Knight $ 45.8 $ 20.0 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 88.7 65.9 64.4 Dilutive effect of unvested restricted shares of common stock 0.6 2.0 3.5 Weighted average shares of BKFS Class B common stock outstanding 63.1 Weighted average shares of common stock, diluted 152.4 67.9 67.9 Diluted net earnings per share $ 1.47 $ 0.67 $ 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, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We are party to certain related party agreements, including those with FNF and THL. 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. As a result of the Distribution, FNF no longer has an ownership interest in us; however, FNF is still considered to be a related party as of December 31, 2017 , primarily due to the combination of certain shared board members, members of senior management and various agreements. The following table sets forth the ownership interests of FNF, THL and other holders of our common stock (shares in millions): December 31, 2017 December 31, 2016 Shares Ownership percentage Shares Ownership percentage Black Knight, Inc. common stock: THL and its affiliates 28.1 18.5 % — — % Restricted shares 1.6 1.1 % — — % Other, including those publicly traded 121.7 80.4 % — — % Total shares of Black Knight, Inc. common stock 151.4 100.0 % — — % BKFS Class A common stock: THL and its affiliates — — % 39.3 25.5 % Restricted shares — — % 2.9 1.9 % Other, including those publicly traded — — % 26.9 17.5 % Total shares of BKFS Class A common stock — — % 69.1 44.9 % BKFS Class B common stock: FNF — — % 83.3 54.1 % THL and its affiliates — — % 1.5 1.0 % Total shares of BKFS Class B common stock — — % 84.8 55.1 % Total shares of BKFS common stock outstanding — — % 153.9 100.0 % The underwritten secondary offering of 5.0 million shares of BKFS Class A common stock (the “May 2017 Offering”) by affiliates of THL pursuant to a shelf registration statement on Form S-3 filed with the SEC on May 8, 2017 closed on May 12, 2017. Affiliates of THL in the May 2017 Offering granted the underwriter an option to purchase up to 0.75 million additional shares (the “Overallotment Option"). The full exercise of the Overallotment Option closed on May 18, 2017. The underwritten secondary offering of 7.0 million shares of our common stock (the “November 2017 Offering”) by affiliates of THL pursuant to a post-effective amendment to the registration statement filed with the SEC on November 20, 2017 closed on November 24, 2017. We purchased from the underwriter 2.0 million shares of our common stock at a per-share price equal to the price payable by the underwriter to affiliates of THL. The underwritten secondary offering of 8.0 million shares of our common stock (the “February 2018 Offering”) by affiliates of THL pursuant to a post-effective amendment to the registration statement filed with the SEC on November 20, 2017 closed on February 15, 2018. We purchased from the underwriter 2.0 million shares of our common stock at a per-share price equal to the price payable by the underwriter to affiliates of THL. Immediately after the February 2018 Offering and related share repurchase, THL and its affiliates own 20.1 million shares of our common stock, or approximately 13% of the outstanding shares of our common stock. We did not sell any shares and did not receive any proceeds related to the May 2017 Offering, Overallotment Option, November 2017 Offering or February 2018 Offering. Transactions with FNF and THL are described below. FNF We have various agreements with FNF and certain FNF subsidiaries to provide software, data and analytics services, as well as corporate shared services and information technology. In addition, FNF provided certain 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 (in millions): Year ended December 31, 2017 2016 2015 Revenues $ 56.8 $ 73.5 $ 68.5 Operating expenses 12.3 15.6 8.0 Management fees (1) — — 2.3 Interest expense (2) 1.2 3.9 39.5 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. (2) Amounts include guarantee fee (see below). We were party to intercompany notes with FNF through May 27, 2015 and recognized $37.2 million in Interest expense related to the intercompany notes for the year ended December 31, 2015. We had no outstanding intercompany notes as of December 31, 2017 and 2016 . Beginning on May 26, 2015, we paid to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes (as defined in Note 11 —Long Term Debt ) in exchange for the ongoing guarantee by FNF of the Senior Notes. During the years ended December 31, 2017 , 2016 and 2015 , we recognized $1.2 million , $3.9 million and $2.3 million , respectively, in Interest expense related to the guarantee fee. On April 26, 2017, the Senior Notes were redeemed and we are no longer required to pay a guarantee fee. FNF subsidiaries held $48.8 million and $49.3 million of principal amount of our Term B Loan (as defined in Note 11 —Long Term Debt ) as of December 31, 2017 and 2016 , respectively, from our credit agreement dated May 27, 2015, as amended. THL Two managing directors of THL currently serve on our Board of Directors. We purchase software and systems services from certain entities over which THL exercises control. In addition, prior to the IPO, 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 expenses, net from THL is set forth in the table below (in millions): Year ended December 31, 2017 2016 2015 Operating expenses $ 0.3 $ 1.3 $ 1.6 Management fees (1) — — 1.3 Software and software-related purchases — 1.1 1.4 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. In connection with the IPO, we made a $17.3 million cash payment to certain THL Affiliates during the year ended December 31, 2015, in connection with the merger of certain THL intermediaries with and into us. THL Affiliates held $39.4 million of principal amount of our Term B Loan (as defined in Note 11 — Long Term Debt ) as of December 31, 2016 from our credit agreement dated May 27, 2015. They did no t hold any of our debt as of December 31, 2017 . Revenues and Expenses A detail of related party items included in Revenues is as follows (in millions): Year ended December 31, 2017 2016 2015 Data and analytics services $ 24.0 $ 47.2 $ 48.1 Servicing, origination and default software services 32.8 26.3 20.4 Total related party revenues $ 56.8 $ 73.5 $ 68.5 A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Year ended December 31, 2017 2016 2015 Data entry, indexing services and other operating expenses $ 5.1 $ 9.6 $ 8.7 Corporate services 9.2 10.4 8.8 Technology and corporate services (1.7 ) (3.1 ) (7.9 ) Total related party expenses, net $ 12.6 $ 16.9 $ 9.6 Additionally, related party prepaid fees were $0.1 million as of December 31, 2017 and 2016 , which are included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. 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 an FNF subsidiary 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, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following (in millions): December 31, 2017 2016 Land $ 11.9 $ 11.9 Buildings and improvements 65.8 64.1 Leasehold improvements 5.4 4.8 Computer equipment 203.1 172.5 Furniture, fixtures and other equipment 9.3 9.2 Property and equipment 295.5 262.5 Accumulated depreciation and amortization (115.6 ) (89.5 ) Property and equipment, net $ 179.9 $ 173.0 Depreciation and amortization expense on property and equipment was $29.0 million , $28.4 million and $28.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Computer Software
Computer Software | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development [Abstract] | |
Computer Software | Computer Software Computer software, net consists of the following (in millions): December 31, 2017 2016 Internally developed software $ 679.4 $ 634.9 Purchased software 45.7 42.4 Computer software 725.1 677.3 Accumulated amortization (308.3 ) (227.3 ) Computer software, net $ 416.8 $ 450.0 Amortization expense on computer software was $84.0 million , $78.0 million and $70.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Internally developed software and purchased software are inclusive of amounts acquired through acquisitions. Estimated amortization expense on computer software for the next five fiscal years is as follows (in millions): 2018 (1) $ 90.1 2019 83.7 2020 75.8 2021 62.0 2022 53.7 _______________________________________________________ (1) Assumes assets not in service as of December 31, 2017 are placed in service equally throughout the year. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets, net consists of the following (in millions): December 31, 2017 December 31, 2016 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Customer relationships $ 555.9 $ (326.0 ) $ 229.9 $ 557.8 $ (260.7 ) $ 297.1 Other 5.3 (3.6 ) 1.7 12.5 (10.1 ) 2.4 Total intangible assets $ 561.2 $ (329.6 ) $ 231.6 $ 570.3 $ (270.8 ) $ 299.5 Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 2 to 10 years from the acquisition date using either a straight-line or accelerated method. Amortization expense on intangible assets with definite lives is included in Depreciation and amortization in the accompanying Consolidated Statements of Earnings and Comprehensive Earnings and was $67.8 million , $76.4 million and $86.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions): 2018 $ 56.5 2019 55.7 2020 45.0 2021 34.2 2022 23.5 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill consists of the following (in millions): Software Solutions Data and Analytics Corporate and Other Total Balance, December 31, 2015 $ 2,048.0 $ 172.1 $ — $ 2,220.1 Increases to goodwill related to: eLynx acquisition (Note 3) 64.0 — — 64.0 Motivity acquisition (Note 3) — 19.7 — 19.7 Balance, December 31, 2016 2,112.0 191.8 — 2,303.8 Activity (Note 3) 3.0 — — 3.0 Balance, December 31, 2017 $ 2,115.0 $ 191.8 $ — $ 2,306.8 Goodwill related to the eLynx and Motivity acquisitions is deductible for tax purposes. The increase in Goodwill in 2017 is related to the eLynx measurement period adjustment recorded during the first quarter of 2017. |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets consists of the following (in millions): December 31, 2017 2016 Deferred contract costs, net of accumulated amortization $ 136.1 $ 113.3 Property records database 59.7 59.7 Unbilled receivables 14.6 14.8 Other 29.7 8.7 Other non-current assets $ 240.1 $ 196.5 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in millions): December 31, 2017 December 31, 2016 Principal Debt Discount Total Principal Debt issuance costs Premium (discount) Total Term A Loan $ 1,004.3 $ (7.0 ) $ — $ 997.3 $ 740.0 $ (7.0 ) $ — $ 733.0 Term B Loan 390.0 (2.5 ) (1.4 ) 386.1 394.0 (3.4 ) (0.8 ) 389.8 Revolving Credit Facility 55.0 (4.3 ) — 50.7 50.0 (3.7 ) — 46.3 Senior Notes, issued at par — — — — 390.0 — 11.1 401.1 Total long-term debt 1,449.3 (13.8 ) (1.4 ) 1,434.1 1,574.0 (14.1 ) 10.3 1,570.2 Less: Current portion of long-term debt 55.5 (0.4 ) — 55.1 64.0 (0.6 ) — 63.4 Long-term debt, net of current portion $ 1,393.8 $ (13.4 ) $ (1.4 ) $ 1,379.0 $ 1,510.0 $ (13.5 ) $ 10.3 $ 1,506.8 Credit Agreement On May 27, 2015, our indirect subsidiary, BKIS, entered into a credit and guaranty agreement (the "Credit Agreement") 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 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, including fixed assets and intangible assets, and the assets of the guarantors. As of December 31, 2017 , the Term A Loan and the Revolving Credit Facility bear interest at the Eurodollar rate plus a margin of 150 basis points, and the Term B Loan bears interest at the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. As of December 31, 2017 , we have $445.0 million of unused capacity on the Revolving Credit Facility and pay an unused commitment fee of 20 basis points. During the years ended December 31, 2017 and 2016 , we borrowed $180.0 million and $55.0 million on our Revolving Credit Facility, respectively. We made payments of $175.0 million and $105.0 million on this facility during the years ended December 31, 2017 and 2016 , respectively. As of December 31, 2017 , the interest rates on the Term A Loan, Term B Loan and Revolving Credit Facility were 3.13% , 3.88% and 3.00% , 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). Term B Loan Repricing On February 27, 2017, BKIS entered into a First Amendment to Credit and Guaranty Agreement (the "Credit Agreement First Amendment") with JPMorgan Chase Bank, N.A. as administrative agent. The Credit Agreement First Amendment reduces the pricing applicable to the loans under the Term B Loan by 75 basis points. Pursuant to the Credit Agreement First Amendment, the Term B Loan bears interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 125 basis points, or (ii) the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. The Term B Loan matures on May 27, 2022. In addition, the terms of the Credit Agreement First Amendment permitted the Distribution. The amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the Term B Loan repricing was $1.1 million . The Term B Loan is subject to amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, which commenced 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. Term A Loan and Revolver Refinancing On April 26, 2017, BKIS entered into a Second Amendment to Credit and Guaranty Agreement (the “Credit Agreement Second Amendment”) with the JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The Credit Agreement Second Amendment increases (i) the aggregate principal amount of the Term A Loan by $300.0 million to $1,030.0 million and (ii) the aggregate principal amount of commitments under the Revolving Credit Facility by $100.0 million to $500.0 million . The Credit Agreement Second Amendment also reduces the pricing applicable to the loans under the Term A Loan and Revolving Credit Facility by 25 basis points and reduces the unused commitment fee applicable to the Revolving Credit Facility by 5 basis points. The Term A Loan and Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 100 basis points depending on the total leverage ratio of BKFS LLC and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) or (ii) the Eurodollar rate plus a margin of between 125 and 200 basis points depending on the Consolidated Leverage Ratio, subject to a Eurodollar rate floor of zero basis points. In addition, BKIS will pay an unused commitment fee of between 15 and 30 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. Pursuant to the terms of the Credit Agreement Second Amendment, the Term A Loan and the Revolving Credit Facility mature on February 25, 2022. The amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the Term A Loan and Revolving Credit Facility refinancing was $3.3 million . The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, as amended by the Credit Agreement Second Amendment, 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, 2019 1.25% Commencing on September 30, 2019 through and including June 30, 2021 2.50% Commencing on September 30, 2021 through and including December 31, 2021 3.75% The remaining principal balance of the Term A Loan is due upon maturity. 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". 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. 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 Tranche "T", as well as $1.3 million in accrued interest. We also repaid the entire $176.0 million in outstanding principal on Tranche "R", 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 Through April 25, 2017, the 5.75% Senior Notes required interest payments semi-annually and were scheduled to mature on April 15, 2023. The Senior Notes were senior unsecured obligations, registered under the Securities Act of 1933 and contained customary affirmative, negative and financial covenants, and events of default for indebtedness of this type (with grace periods, as applicable, and lender remedies). On April 26, 2017, we redeemed the outstanding Senior Notes at a price of 104.825% (the "Senior Notes Redemption") and paid $0.7 million in accrued interest. The amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the Senior Notes Redemption was $8.2 million . On May 29, 2015, we redeemed approximately $204.8 million in aggregate principal of the outstanding Senior Notes at a price of 105.75% (the "May 2015 Redemption"), and paid $ 1.4 million in accrued interest. We incurred a charge on the May 2015 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 May 2015 Redemption of $4.8 million . Following the May 2015 Redemption, $390.0 million in aggregate principal of the 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 Senior Notes, among the Issuers, the Guarantors party thereto and the Trustee (as supplemented to date, the "Indenture"). The Third Supplemental Indenture supplemented the Indenture to add the Guarantors as guarantors of the Issuers' obligations under the Indenture and the Senior Notes. As the Guarantors consisted of substantially all of the subsidiaries of BKHI, with the exception of two insignificant subsidiaries, the Consolidated 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 the 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 Acquisition, LPS entered into a Supplemental Indenture (the "Supplemental Indenture") with FNF, BKLS and the Trustee, to the Indenture dated as of October 12, 2012, among LPS, the subsidiary guarantors party thereto and the Trustee, related to the 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. From May 26, 2015 through April 25, 2017, we paid to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes in exchange for the guarantee by FNF of the Senior Notes. 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 was amortized over the remaining term of the Senior Notes using the effective interest method. During the year s ended December 31, 2017 , 2016 and 2015 , we recognized $0.5 million , $1.5 million and $1.7 million of amortization, respectively, which is included as a component of Interest expense. Fair Value of Long-Term Debt The fair value of our Facilities approximates their carrying value at December 31, 2017 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. Interest Rate Swaps On September 6, 2017, we entered into an interest rate swap agreement to hedge forecasted monthly interest rate payments on $200.0 million of our floating rate debt (the "September 2017 Swap Agreement"). Under the terms of the September 2017 Swap Agreement, we receive payments based on the 1-month LIBOR rate (equal to 1.63% as of December 31, 2017 ) and pay a fixed rate of 1.69% . The effective term for the September 2017 Swap Agreement is September 29, 2017 through September 30, 2021. On March 7, 2017, we entered into an interest rate swap agreement to hedge forecasted monthly interest rate payments on $200.0 million of our floating rate debt (the "March 2017 Swap Agreement"). Under the terms of the March 2017 Swap Agreement, we receive payments based on the 1-month LIBOR rate (equal to 1.63% as of December 31, 2017 ) and pay a fixed rate of 2.08% . The effective term for the March 2017 Swap Agreement is March 31, 2017 through March 31, 2022. On January 20, 2016, we entered into two interest rate swap agreements to hedge forecasted monthly interest rate payments on $400.0 million of our floating rate debt ( $200.0 million notional value each) (the "January 2016 Swap Agreements", and together with the March 2017 Swap Agreement and September 2017 Swap Agreement, the "Swap Agreements"). Under the terms of the January 2016 Swap Agreements, we receive payments based on the 1-month LIBOR rate (equal to 1.63% as of December 31, 2017 ) and pay a weighted average fixed rate of 1.01% . The effective term for the January 2016 Swap Agreements is February 1, 2016 through January 31, 2019. We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive earnings (loss) will be reclassified into Interest expense as a yield adjustment as interest payments are made on the hedged debt. The fair value of our Swap Agreements is based upon level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements. The estimated fair value of our Swap Agreements in the Consolidated Balance Sheets is as follows (in millions): December 31, Balance Sheet Account 2017 2016 Other non-current assets $ 6.7 $ — Other non-current liabilities $ — $ 2.2 As of December 31, 2017 , a cumulative gain of $6.7 million ( $3.9 million net of tax) is reflected in Accumulated other comprehensive earnings (loss). As of December 31, 2016 , a cumulative loss of $1.0 million ( $0.6 million net of tax) is reflected in Accumulated other comprehensive earnings (loss), and a cumulative loss of $1.2 million is reflected in Noncontrolling interests. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive earnings (loss) ("OCE") on the accompanying Consolidated Statements of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2017 Year ended December 31, 2016 Amount of gain Amount of loss reclassified from Accumulated OCE Amount of loss Amount of loss reclassified from Accumulated OCE Swap agreements Attributable to noncontrolling interests $ 1.7 $ 0.5 $ (2.2 ) $ 1.0 Attributable to Black Knight 3.7 0.4 (1.1 ) 0.5 Total $ 5.4 $ 0.9 $ (3.3 ) $ 1.5 Approximately $2.8 million ( $2.1 million net of tax) of the balance in Accumulated other comprehensive earnings (loss) as of December 31, 2017 is expected to be reclassified into Interest expense over the next 12 months. It is our policy to execute such instruments with credit-worthy banks and not to enter into derivative financial instruments for speculative purposes. As of December 31, 2017 , we believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the swaps such that the occurrence of future cash flow hedges remains probable. Principal Maturities of Debt Principal maturities as of December 31, 2017 for each of the next five years are as follows (in millions): 2018 $ 55.5 2019 81.3 2020 107.0 2021 132.8 2022 1,072.7 Total $ 1,449.3 Scheduled maturities noted above exclude the effect of debt issuance costs of $13.8 million as well as original issue discount of $1.4 million associated with the Facilities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe 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. 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. Pursuant to this agreement, ServiceLink indemnifies us from liabilities relating to, arising out of or resulting from the conduct of ServiceLink's business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of LPS and the cause of such action, suit or proceeding relates to the business of ServiceLink. In return, we indemnify ServiceLink for liabilities relating to, arising out of, or resulting from the conduct of our business. Operating 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): 2018 $ 9.9 2019 8.5 2020 6.8 2021 3.0 2022 1.6 Thereafter 0.5 Total $ 30.3 Rent expense incurred under all operating leases during the years ended December 31, 2017 , 2016 and 2015 was $9.4 million , $11.0 million and $10.4 million , respectively. Capital Leases On June 29, 2016, we entered into a one -year capital lease agreement with a bargain purchase option for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis over this period. The leased equipment was valued based on the net present value of the minimum lease payments, which was $10.0 million (net of imputed interest of $0.1 million ) and is included in Property and equipment, net on the Consolidated Balance Sheets. The remaining capital lease obligation of $5.0 million as of December 31, 2016 is included in Trade accounts payable and other accrued liabilities on the Consolidated Balance Sheets and represents the non-cash investing and financing activity for the year ended December 31, 2016. We entered into a one -year capital lease agreement commencing January 1, 2017 with a bargain purchase option for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis over this period. The leased equipment was valued based on the net present value of the minimum lease payments, which was $8.4 million (net of imputed interest of $0.1 million ). There is no remaining capital lease obligation as of December 31, 2017 . Data Processing and Maintenance Services Agreements We have various data processing and maintenance services agreements with vendors, which expire through 2021, for portions of our computer data processing operations and related functions. Payments for data processing and maintenance services agreements with initial or remaining terms greater than one year are as follows (in millions): 2018 $ 27.8 2019 9.2 2020 3.1 2021 2.4 Total $ 42.5 However, these amounts 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 and interest rate swaps. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Equity-Based Compensation | Employee Stock Purchase Plan and 401(k) Plan Employee Stock Purchase Plan ("ESPP") Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the "ESPP ") 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 ESPP document. On September 29, 2017, the board of directors of Black Knight, Inc. approved, and Black Knight, Inc. assumed the ESPP and renamed it the Black Knight, Inc. Employee Stock Purchase Plan. There were no changes to the terms of the ESPP. Prior to July 20, 2015, our employees were eligible to participate in the FNF Employee Stock Purchase Plan (the "FNF ESPP") 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 document. We recorded expense of $6.0 million , $5.8 million and $5.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, relating to the participation of our employees in the ESPP and the FNF ESPP. 401(k) Profit Sharing Plan Prior to the Distribution, our employees participated 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 ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. As a result of the Distribution, our employees no longer participate in this plan sponsored by FNF. Our indirect subsidiary, BKIS, adopted and established the Black Knight 401(k) Profit Sharing Plan (the “Black Knight 401(k) Plan”), effective September 29, 2017. The terms of the Black Knight 401(k) Plan are consistent with the terms of the 401(k) plan sponsored by FNF. We recorded expense of $5.8 million , $5.5 million and $5.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, relating to the participation of our employees in the 401(k) plan. | 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 the Board of Managers. During the year ended December 31, 2014, we issued BKFS LLC profits interests to certain members of BKFS LLC management, the BKFS LLC Board of Managers and certain employees of FNF and ServiceLink, which vested over three years, with 50% vesting after the second year and 50% vesting after the third year. Omnibus Incentive Plan In 2015, we established the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (the "BKFS Omnibus Plan") authorizing the issuance of up to 11.0 million shares of BKFS Class A common stock, subject to the terms of the BKFS Omnibus Plan. During 2017, the shares available for future awards was increased by 7.5 million shares. The BKFS Omnibus Plan has been renamed the “Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan” (the "Black Knight Omnibus Plan"). The BKFS board of directors adopted the Black Knight Omnibus Plan as of September 29, 2017, and the Black Knight Omnibus Plan was assumed by Black Knight, Inc. on September 29, 2017. The Black Knight Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equi valents. 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 BKFS 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 BKFS Class A common stock held by our directors, incurring an acceleration charge of $6.2 million during the year ended December 31, 2015. The remaining 3,596,344 unvested restricted shares continued to vest on the same schedule as the former BKFS LLC profits interests. On December 21, 2015, we granted 318,000 restricted shares of BKFS 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 three -year period; vesting is also based on certain operating performance criteria, which was met in February 2017. On February 3, 2016, we granted 799,748 restricted shares of BKFS 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 three -year period, and 552,311 restricted shares vest over a four -year period. The vesting of all the restricted shares granted on February 3, 2016 is also based on certain operating performance criteria, which was met in February 2017. During 2016, we also granted 44,898 restricted shares of BKFS Class A common stock with a grant date fair value ranging from $32.74 to $34.84 , which was based on the closing price of our common stock on the date of grant. These vest over a four -year period. On February 3, 2017, we granted 884,570 restricted shares of BKFS Class A common stock with a grant date fair value of $37.90 per share, which was based on the closing price of our common stock on the date of grant. Of the 884,570 restricted shares granted, 203,160 restricted shares vest over a three -year period, and 681,410 restricted shares vest over a four -year period. The vesting of all the restricted shares granted on February 3, 2017 is also based on certain operating performance criteria. During the third quarter of 2017, we granted 98,194 restricted shares of BKFS Class A common stock with a grant date fair value ranging from $41.90 to $42.25 , which was based on the closing price of our common stock on the date of grant. These vest over a two -year period. Restricted stock transactions under the Black Knight Omnibus plan for the years ended December 31, 2017, 2016 and 2015 are as follows (shares in millions): Shares Weighted average 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 * Granted 844,646 $ 28.56 Forfeited (57,484 ) * Vested (1,793,132 ) * Balance, December 31, 2016 2,908,374 * Granted 982,764 $ 38.31 Forfeited (127,801 ) $ 34.23 Vested (2,181,626 ) * Balance, December 31, 2017 1,581,711 $ 34.48 _______________ * 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, ranges from $2.01 to $3.77 per unit. On February 9, 2018, we granted 772,642 restricted shares of our common stock with a grant date fair value of $45.85 per share, which was based on the closing price of our common stock on the date of grant. These restricted shares vest over a three-year period; vesting is also based on certain operating performance criteria. Equity-based compensation expense is included in Operating expenses in the Consolidated Statements of Earnings and Comprehensive Earnings. Net earnings reflects equity-based compensation expense of $18.9 million , $12.4 million and $11.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , the total unrecognized compensation cost related to non-vested restricted shares of our common stock is $39.5 million , which is expected to be recognized over a weighted average period of approximately 2.4 years. |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Employee Benefit Plans | Employee Stock Purchase Plan and 401(k) Plan Employee Stock Purchase Plan ("ESPP") Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the "ESPP ") 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 ESPP document. On September 29, 2017, the board of directors of Black Knight, Inc. approved, and Black Knight, Inc. assumed the ESPP and renamed it the Black Knight, Inc. Employee Stock Purchase Plan. There were no changes to the terms of the ESPP. Prior to July 20, 2015, our employees were eligible to participate in the FNF Employee Stock Purchase Plan (the "FNF ESPP") 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 document. We recorded expense of $6.0 million , $5.8 million and $5.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, relating to the participation of our employees in the ESPP and the FNF ESPP. 401(k) Profit Sharing Plan Prior to the Distribution, our employees participated 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 ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. As a result of the Distribution, our employees no longer participate in this plan sponsored by FNF. Our indirect subsidiary, BKIS, adopted and established the Black Knight 401(k) Profit Sharing Plan (the “Black Knight 401(k) Plan”), effective September 29, 2017. The terms of the Black Knight 401(k) Plan are consistent with the terms of the 401(k) plan sponsored by FNF. We recorded expense of $5.8 million , $5.5 million and $5.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, relating to the participation of our employees in the 401(k) plan. | 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 the Board of Managers. During the year ended December 31, 2014, we issued BKFS LLC profits interests to certain members of BKFS LLC management, the BKFS LLC Board of Managers and certain employees of FNF and ServiceLink, which vested over three years, with 50% vesting after the second year and 50% vesting after the third year. Omnibus Incentive Plan In 2015, we established the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (the "BKFS Omnibus Plan") authorizing the issuance of up to 11.0 million shares of BKFS Class A common stock, subject to the terms of the BKFS Omnibus Plan. During 2017, the shares available for future awards was increased by 7.5 million shares. The BKFS Omnibus Plan has been renamed the “Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan” (the "Black Knight Omnibus Plan"). The BKFS board of directors adopted the Black Knight Omnibus Plan as of September 29, 2017, and the Black Knight Omnibus Plan was assumed by Black Knight, Inc. on September 29, 2017. The Black Knight Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equi valents. 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 BKFS 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 BKFS Class A common stock held by our directors, incurring an acceleration charge of $6.2 million during the year ended December 31, 2015. The remaining 3,596,344 unvested restricted shares continued to vest on the same schedule as the former BKFS LLC profits interests. On December 21, 2015, we granted 318,000 restricted shares of BKFS 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 three -year period; vesting is also based on certain operating performance criteria, which was met in February 2017. On February 3, 2016, we granted 799,748 restricted shares of BKFS 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 three -year period, and 552,311 restricted shares vest over a four -year period. The vesting of all the restricted shares granted on February 3, 2016 is also based on certain operating performance criteria, which was met in February 2017. During 2016, we also granted 44,898 restricted shares of BKFS Class A common stock with a grant date fair value ranging from $32.74 to $34.84 , which was based on the closing price of our common stock on the date of grant. These vest over a four -year period. On February 3, 2017, we granted 884,570 restricted shares of BKFS Class A common stock with a grant date fair value of $37.90 per share, which was based on the closing price of our common stock on the date of grant. Of the 884,570 restricted shares granted, 203,160 restricted shares vest over a three -year period, and 681,410 restricted shares vest over a four -year period. The vesting of all the restricted shares granted on February 3, 2017 is also based on certain operating performance criteria. During the third quarter of 2017, we granted 98,194 restricted shares of BKFS Class A common stock with a grant date fair value ranging from $41.90 to $42.25 , which was based on the closing price of our common stock on the date of grant. These vest over a two -year period. Restricted stock transactions under the Black Knight Omnibus plan for the years ended December 31, 2017, 2016 and 2015 are as follows (shares in millions): Shares Weighted average 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 * Granted 844,646 $ 28.56 Forfeited (57,484 ) * Vested (1,793,132 ) * Balance, December 31, 2016 2,908,374 * Granted 982,764 $ 38.31 Forfeited (127,801 ) $ 34.23 Vested (2,181,626 ) * Balance, December 31, 2017 1,581,711 $ 34.48 _______________ * 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, ranges from $2.01 to $3.77 per unit. On February 9, 2018, we granted 772,642 restricted shares of our common stock with a grant date fair value of $45.85 per share, which was based on the closing price of our common stock on the date of grant. These restricted shares vest over a three-year period; vesting is also based on certain operating performance criteria. Equity-based compensation expense is included in Operating expenses in the Consolidated Statements of Earnings and Comprehensive Earnings. Net earnings reflects equity-based compensation expense of $18.9 million , $12.4 million and $11.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , the total unrecognized compensation cost related to non-vested restricted shares of our common stock is $39.5 million , which is expected to be recognized over a weighted average period of approximately 2.4 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax (benefit) expense for the years ended December 31, 2017 , 2016 and 2015 consists of the following (in millions): Year ended December 31, 2017 2016 2015 Current: Federal $ 10.4 $ 15.3 $ 0.5 State 5.3 6.0 0.7 Foreign 0.9 1.0 0.4 Total current 16.6 22.3 1.6 Deferred: Federal (87.5 ) 5.0 11.3 State 9.1 (1.1 ) 0.5 Foreign — (0.4 ) — Total deferred (78.4 ) 3.5 11.8 Total income tax (benefit) expense $ (61.8 ) $ 25.8 $ 13.4 For the period 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. Corporate subsidiaries were subject to applicable U.S. federal, foreign and state taxation. For periods after the IPO, Black Knight is treated as a corporation under applicable federal and state income tax laws. Following the Distribution and THL Interest Exchange, we no longer have any noncontrolling interests. Deferred tax assets and liabilities are 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. A reconciliation of the federal statutory income tax rate of 35.0% to our effective income tax rate for the years ended December 31, 2017 , 2016 and 2015 is as follows: Year ended December 31, 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 2.9 2.0 1.3 Noncontrolling interests (13.7 ) (19.2 ) (14.9 ) Partnership income not subject to tax — — (7.7 ) Tax credits (0.6 ) (0.6 ) (0.3 ) Transaction costs 1.4 — — Domestic production activities deduction (0.5 ) (1.1 ) — Effect of Tax Reform Act (57.6 ) — — Other 1.0 0.1 0.6 Effective tax rate (32.1 )% 16.2 % 14.0 % On December 22, 2017, the Tax Reform Act was signed into law. Among other provisions, the Tax Reform Act reduces the Federal statutory corporate income tax rate from 35% to 21% . During the fourth quarter of 2017, we recorded a one-time, non-cash net tax benefit of $110.9 million related to the revaluation of our deferred income tax assets and liabilities as a result of the Tax Reform Act. Prior to the Distribution and THL Interest Exchange, our net deferred tax liability was primarily related to our investment in BKFS LLC. Following the Distribution, we indirectly own 100% of BKFS LLC and recorded a non-cash transaction resulting in an increase of $292.5 million to Deferred income taxes with an offset to Additional paid-in capital on the Consolidated Balance Sheets to reflect the difference in the tax and financial reporting basis of our assets and liabilities. As of December 31, 2017, the components of deferred tax assets primarily relate to deferred revenues, equity-based compensation and deferred compensation. As of December 31, 2017, the components of deferred tax liabilities primarily relate to depreciation and amortization of intangible assets and property and equipment and deferred contract costs. The significant components of deferred tax assets and liabilities as of December 31, 2017 and 2016 consist of the following (in millions): December 31, 2017 2016 Deferred tax assets: Deferred revenues $ 26.7 $ — Net operating loss carryovers 1.3 — State income tax — 1.6 Other 12.8 0.4 Total deferred tax assets 40.8 2.0 Deferred tax liabilities: Depreciation and amortization (219.9 ) — Deferred contract costs (36.2 ) — Partnership basis — (9.9 ) Other (9.3 ) — Total deferred tax liabilities (265.4 ) (9.9 ) Net deferred tax liability $ (224.6 ) $ (7.9 ) 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. As a result of the Distribution, we recorded an $8.3 million contingent tax liability for an uncertain tax position that was previously recorded at BKHI. As part of the Distribution, we entered into a tax matters agreement with FNF (the "Tax Matters Agreement"). The agreement outlines requirements for items such as the filing of pre and post-spin tax returns, payment of tax liabilities, entitlements of refunds and certain other tax matters. Under the Tax Matters Agreement with FNF, we have an indemnification receivable for the full amount of the contingent tax liability included in Receivables from related parties on the Consolidated Balance Sheets as of December 31, 2017 .There were no uncertain tax positions for us as of December 31, 2016 . A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2017 and 2016 is as follows: December 31, 2017 2016 Balance, January 1 $ — $ — Additions based on tax positions of prior years 8.3 — Balance, December 31 $ 8.3 $ — As a result of the Distribution, we recorded a net operating loss carryover of $1.3 million from BKHI. Although the loss is limited under IRC Section 382, we expect it to be fully utilized before it expires in 2033. We are currently under audit by the Internal Revenue Service ("IRS") for the 2014 and 2015 tax years. Our open tax years also include 2016 and 2017. We are currently under a state audit for Florida. We are not currently under audit for any other state jurisdiction or for India as of year end. We record interest and penalties related to income taxes, if any, as a component of Income tax (benefit) expense on the Consolidated Statements of Earnings and Comprehensive Earnings. Tax Matters Agreement Pursuant to the Tax Matters Agreement with FNF, we are obligated to indemnify FNF for (i) any action by Black Knight, or the failure to take any action within our control that negates the tax-free status of the transactions; or (ii) direct or indirect changes in ownership of Black Knight equity interests that cause the Distribution to be a taxable event to FNF as a result of the application of Section 355(e) of the Internal Revenue Code (“IRC”) or to be a taxable event as a result of a failure to satisfy the “continuity of interest” or “device” requirements for tax-free treatment under Section 355 of the IRC. No such events have occurred. Tax Distributions Prior to the Distribution, the taxable income of BKFS LLC was allocated to its members, including BKFS, and the members were required to reflect on their own income tax returns the items of income, gain, deduction and loss and other tax items of BKFS LLC that were allocated to them. BKFS LLC made tax distributions to its members for their allocable share of BKFS LLC's taxable income. Tax distributions are calculated based on allocations of income to a member for a particular taxable year without taking into account any losses allocated to the member in a prior taxable year. This practice is consistent with IRS regulations. Subject to certain reductions, tax distributions are generally made based on an assumed tax rate equal to the highest combined marginal federal, state and local income tax rate applicable to a U.S. corporation. BKFS LLC made tax distributions of $75.3 million , $48.6 million and $17.4 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. The 2017 tax distributions were for the 2016 tax year and 2017 tax year relating to the period before the Distribution. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2017 | |
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 for the years ended December 31, 2017 , 2016 and 2015 . Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, trade receivables and interest rate swaps. |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information ASC Topic 280, Segment Reporting ("ASC 280"), establishes standards for reporting information about segments and requires that a public business enterprise reports financial and descriptive information about its segments. Segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. Our chief executive officer is identified as the CODM as defined by ASC 280. To align with the internal management of our business operations based on service offerings, our business is organized into two segments: • Software Solutions — offers software and hosting solutions that support loan servicing, loan origination and settlement services. The Software Solutions segment was formerly known as the Technology segment. • Data and Analytics — offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation, multiple listing service solutions and other data solutions. Separate discrete financial information is available for these two segments and the operating results of each segment are regularly evaluated by the CODM in order to assess performance and allocate resources. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. EBITDA is earnings before Interest expense, Income tax expense and Depreciation and amortization. We do not allocate Interest expense, Other expense, net, Income tax expense, equity-based compensation and certain other items, such as purchase accounting adjustments and acquisition-related costs to the segments, since these items are not considered in evaluating the segments' overall operating performance. Summarized financial information concerning our segments is shown in the tables below (in millions): Year ended December 31, 2017 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 893.8 $ 162.3 $ (4.5 ) (1) $ 1,051.6 Expenses: Operating expenses 370.8 130.4 68.3 569.5 Transition and integration costs — — 13.1 13.1 EBITDA 523.0 31.9 (85.9 ) 469.0 Depreciation and amortization 98.9 15.1 92.5 (2) 206.5 Operating income (loss) 424.1 16.8 (178.4 ) 262.5 Interest expense (57.5 ) Other expense, net (12.6 ) Earnings before income taxes 192.4 Income tax expense (61.8 ) Net earnings $ 254.2 Balance sheet data: Total assets $ 3,175.9 $ 352.3 $ 127.7 $ 3,655.9 Goodwill $ 2,115.0 $ 191.8 $ — $ 2,306.8 _______________________________________________________ Note: The Software Solutions segment was formerly known as the Technology segment. (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. Year ended December 31, 2016 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 855.8 $ 177.5 $ (7.3 ) (1) $ 1,026.0 Expenses: Operating expenses 368.0 151.0 63.6 582.6 Transition and integration costs — — 2.3 2.3 EBITDA 487.8 26.5 (73.2 ) 441.1 Depreciation and amortization 106.2 8.8 93.3 (2) 208.3 Operating income (loss) 381.6 17.7 (166.5 ) 232.8 Interest expense (67.6 ) Other expense, net (6.4 ) Earnings before income taxes 158.8 Income tax expense 25.8 Net earnings $ 133.0 Balance sheet data: Total assets $ 3,196.7 $ 355.6 $ 209.7 $ 3,762.0 Goodwill $ 2,112.0 $ 191.8 $ — $ 2,303.8 _______________________________________________________ Note: The Software Solutions segment was formerly known as the Technology segment. (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. Year ended December 31, 2015 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 765.8 $ 174.3 $ (9.4 ) (1) $ 930.7 Expenses: Operating expenses 341.4 145.5 51.3 538.2 Transition and integration costs — — 8.0 8.0 EBITDA 424.4 28.8 (68.7 ) 384.5 Depreciation and amortization 93.3 7.2 93.8 (2) 194.3 Operating income (loss) 331.1 21.6 (162.5 ) 190.2 Interest expense (89.8 ) Other expense, net (4.6 ) Earnings before income taxes 95.8 Income tax expense 13.4 Net earnings $ 82.4 Balance sheet data: Total assets $ 3,126.7 $ 312.1 $ 264.9 $ 3,703.7 Goodwill $ 2,048.0 $ 172.1 $ — $ 2,220.1 _______________________________________________________ Note: The Software Solutions segment was formerly known as the Technology segment. (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. |
Significant Accounting Polici25
Significant Accounting Policies Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation Prior to the Distribution, BKFS LLC was subject to the consolidation guidance related to variable interest entities as set forth in Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"). As the sole managing member of BKFS LLC, we had 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, we were 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. Because we were the primary beneficiary through our sole managing member interest and possessed the rights established in the LLC Agreement, in accordance with the requirements of ASC 810, we controlled BKFS LLC and appropriately consolidated the operations thereof. We account for noncontrolling interests in accordance with ASC 810. Noncontrolling interests represented BKHI and certain of its affiliates' and THL and THL Affiliates' share of net earnings or loss and of equity in BKFS LLC. BKFS Class A shareholders indirectly controlled BKFS LLC through our managing member interest. BKFS Class B shareholders had a noncontrolling interest in BKFS LLC. Their share of equity in BKFS LLC is reflected in Noncontrolling interests in our Consolidated Balance Sheets and their share of net earnings or loss in BKFS LLC is reported in Net earnings attributable to noncontrolling interests in our Consolidated Statements of Earnings and Comprehensive Earnings. Net earnings or loss attributable to noncontrolling interests do not include expenses incurred directly by us, including income tax (benefit) expense attributable to us. All earnings prior to the closing of our IPO on May 26, 2015 have been disclosed as Net earnings attributable to noncontrolling interests. | |
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 and the recoverability of other intangible assets and goodwill. 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 trade receivables when the likelihood of collection of a trade receivable balance is considered remote. | |
Property, Plant and Equipment | Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the following 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, net 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, ranging from 3 to 7 years . 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. Internal development costs are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Otherwise Marketed , or ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . 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, which 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. For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized 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 date. | |
Impairment Testing | Long-lived assets, including property and equipment, 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 lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. We have three reporting units that carry goodwill as of December 31, 2017 : Servicing Software, Origination Software 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 not be recoverable, undiscounted estimated cash flows of the contract are projected over its remaining estimated 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 | Prior to the Distribution, certain of our management level employees and directors participated in the FNF Deferred Compensation Plan (the "FNF Plan"). The FNF Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the FNF Plan are provided by a funded rabbi trust. The compensation withheld from FNF Plan participants, together with investment income on the FNF Plan, was recorded as a deferred compensation obligation to participants. The underlying rabbi trust and the related liability was historically carried by FNF. As a result of the Distribution, the liability to Black Knight participants in the FNF Plan, as well as the related assets of the funded rabbi trust, were transferred to the newly-formed Black Knight Deferred Compensation Plan (the "Black Knight Plan") in a non-cash transaction. The terms of the Black Knight Plan are consistent with the terms of the former FNF Plan. | |
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 estimated 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. We adopted Accounting Standards Update ("ASU") 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") on January 1, 2017. We no longer record excess tax benefits and certain tax deficiencies related to share-based awards in additional paid-in capital. Instead, income tax effects of awards are recorded in the income statement when the awards vest or are settled. In connection with this adoption, we also made a policy election to account for forfeitures as they occur. The adoption of this ASU did not have a material effect on our business, financial condition or our results of operations. | |
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 effect of potentially dilutive securities, by the number of weighted-average shares outstanding during the period and the effect 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 hosted software, licensed software, software-related services, data and analytics services and valuation-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. 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 recoverability in the event any indications exist that deferred contract costs may not be recoverable. 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. Equity-based compensation is also included in Operating expenses within Corporate and Other in Note 17 — Segment Information . General and administrative expenses, which are primarily included in Operating expenses within Corporate and Other in Note 17 — Segment Information , 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 certain professional and legal fees and costs of advertising and other marketing-related programs. Depreciation and Amortization Depreciation and amortization includes depreciation of property and equipment and amortization of computer software, deferred contract costs and other intangible assets. Depreciation and amortization on the Consolidated Statements of Earnings and Comprehensive Earnings include the following (in millions): Year ended December 31, 2017 2016 2015 Property and equipment $ 29.0 $ 28.4 $ 28.4 Computer software 84.0 78.0 70.3 Other intangible assets 67.8 76.4 86.4 Deferred contract costs 25.7 25.5 9.2 Total $ 206.5 $ 208.3 $ 194.3 Deferred contract costs amortization for the years ended December 31, 2017 and 2016 includes accelerated amortization of $3.3 million and $4.1 million , respectively. Transition and Integration Costs Transition and integration costs for the year ended December 31, 2017 primarily represent legal and professional fees related to the Distribution and transition-related costs as we transfer certain corporate functions from FNF. Transition and integration costs for the year ended December 31, 2016 primarily represent acquisition-related costs. In 2015, Transition and integration costs represent costs related to the IPO, as well as member management fees, substantially all of which, were incurred prior to the completion of the IPO on May 26, 2015. | |
Interest Expense | Interest expense consists primarily of interest on our borrowings, a guarantee fee that we paid FNF for their ongoing guarantee of the Senior Notes prior to the Senior Notes Redemption (as defined in Note 11 —Long Term Debt ), amortization of our debt issuance costs, bond premium and original issue discount, payments on our interest rate swaps and commitment fees on our revolving credit facility. | |
Income Tax | We are subject to income tax in the U.S. and certain state jurisdictions in which we operate and record the tax effects as a part of the tax accounting process of preparing the Consolidated Financial Statements. Our subsidiary in India is subject to income tax in India. The tax accounting process involves calculating actual current tax expense together with assessing basis differences resulting from differing recognition of items for income tax and accounting purposes. These differences result in current and deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable earnings and, to the extent we believe that recovery is not likely, establish a valuation allowance. We believe that based on our historical pattern of taxable earnings, projections of future earnings, tax planning strategies, reversing taxable timing differences and other relevant evidence, we will produce sufficient earnings in the future to realize recorded deferred income tax assets. To the extent we establish a valuation allowance or increase an allowance in a period, we would reflect the increase as expense within Income tax expense in the Consolidated Statements of Earnings and Comprehensive Earnings. Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. We believe our tax positions comply with applicable tax law, and we adequately provide for any known tax contingencies. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense, net earnings or cash flows in the period that determination is made. For the period 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. Corporate subsidiaries were subject to applicable U.S. federal, foreign and state taxation. For periods after the IPO, Black Knight is treated as a corporation under applicable federal and state income tax laws. Following the Distribution and THL Interest Exchange, we no longer have any noncontrolling interests. Deferred tax assets and liabilities are 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 Consolidated Financial Statements in the period enacted. | |
Treasury Stock | Shares held in treasury at the time of the Distribution were canceled for no consideration. In connection with this transaction, we made a policy election to charge the cost in excess of par value to Retained earnings when we cancel or retire repurchased shares. | |
New Accounting Pronouncements | Revenue Recognition (ASC Topic 606, Revenue from Contracts with Customers ("ASC 606")) In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which was codified as ASC 606. This ASU supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The 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. The FASB has issued several additional ASUs since this time that add further clarification. Through ASC 340, Subtopic 40, Other Assets and Deferred Costs - Contracts with Customers , the topic also includes guidance on accounting for the incremental costs of obtaining and costs incurred to fulfill a contract with a customer. All of the new standards are effective for the Company on January 1, 2018. In preparation for adoption of ASC 606, we formed a project team and engaged a third-party professional services firm to assist us with our evaluation. We applied an integrated approach to analyzing the effect of ASC 606 on our pattern of revenue recognition, including updating our accounting policies and practices, evaluating differences from applying the requirements of the new standard to our contracts and business practices and applying changes to our processes, accounting systems and design of internal controls. Based upon our assessment, we did not identify a material change to the pattern of revenue recognition related to revenue earned from the majority of our Software Solutions segment hosted software arrangements, Data and Analytics segment arrangements with transaction or volume-based fees or perpetual license arrangements in our Software Solutions and Data and Analytics segments. For contracts where the promised software license and ongoing services are not distinct from each other, the timing of revenue recognition will be over time, which is consistent with the treatment under the current revenue recognition standard. However, due to the complexity of certain of our contracts, including contracts for multiple products and services related to each of our segments, the final determination is dependent on contract-specific terms. The primary effect of adopting the new standard relates to the timing of revenue recognition for professional services and certain distinct term license arrangements. We identified timing differences related to revenue recognition for distinct professional services performed during implementation of certain solutions within our origination software business, which will be recognized over the period the professional services are performed compared to deferred and recognized over the remaining contract term. Moreover, fees for certain post-implementation professional services related to minor customization of hosted software solutions, determined not to be distinct from the hosted software solutions, will be deferred and recognized over the remaining hosted software contract term compared to over the period the professional services are performed. Further, we identified timing differences related to recognizing the license portion of certain distinct term license arrangements within our Data and Analytics segment upon delivery compared to ratably over the license term. In addition, based on our analysis of contract acquisition and fulfillment costs, we did not identify a material change to our current practice for capitalizing such costs; however, we will amortize certain capitalized contract costs over a longer time period for certain contracts based on the requirements of the new standard. The standard allows companies to use either a full retrospective or a modified retrospective adoption approach. We will adopt the new standard using the modified retrospective transition approach. Under this transition approach, the cumulative effect of initially applying the new standard to the contracts that have remaining obligations as of the adoption date will be reflected as an adjustment to beginning retained earnings. We expect the net increase to Retained earnings at the time of adoption to be approximately $9 million , net of tax. Leases (ASC Topic 842, Leases ("ASC 842")) In February 2016, the FASB issued 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 FASB has issued additional ASUs since this time that add further clarification and other practical expedients. All of the new standards ar e effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. In preparation for adoption of ASC 842, we have formed a project team that is evaluating the requirements of ASC 842 and assessing the scope of existing lease agreements and other contract reviews for existing contracts that are not considered leases under the current guidance. We are applying an integrated approach to analyzing the effect of ASC 842, including a review of accounting policies and practices, evaluating differences from applying the requirements of the new standard to our existing agreements and business practices and assessing the need for any changes in our processes, accounting systems and design of relevant internal controls. 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. We are still in the process of quantifying the effects ASC 842 will have on our results of operations, financial position and related disclosures. Other Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This ASU allows a reclassification from Accumulated other comprehensive earnings to Retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Reform Act"). As this update only relates to the reclassification of the income tax effects of the Tax Reform Act, the underlying guidance that requires the effect of a change in tax law or rates is included in income from continuing operations is not affected. This update also requires certain disclosures about stranded tax effects. This ASU is effective in fiscal years beginning after December 15, 2018, with early adoption permitted. The amendments within this ASU should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This ASU expands and refines hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This update also includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. This ASU is effective in fiscal years beginning after December 15, 2018 with early adoption permitted. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . This ASU provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective prospectively in fiscal years beginning after December 15, 2017. We do not expect this update to have a material effect on our results of operations or our financial position. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU eliminates Step 2 of the goodwill impairment test that required a hypothetical purchase price allocation. Rather, entities should apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which a reporting unit's carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This update is effective prospectively for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 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 August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. This ASU requires retrospective application to all prior periods presented upon adoption. We do not expect this update to have a material effect on our statement of cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses . This guidance significantly changes how companies measure and recognize credit impairment for many financial assets. The new Current Expected Credit Loss Model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets included in the scope of this standard, which include trade receivables. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for annual and interim periods in fiscal years beginning after December 15, 2018. We do not expect this update to have a material effect on our results of operations or our financial position. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU enhances the reporting model and addresses certain aspects of recognition, measurement, presentation and disclosure for financial instruments. This ASU is effective in fiscal years beginning after December 15, 2017. We do not expect this update to have a material effect on our results of operations or our financial position. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 was 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 11) 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 $ — |
Significant Accounting Polici27
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents include the following (in millions): December 31, 2017 2016 Unrestricted: Cash $ 13.1 $ 129.8 Cash equivalents 1.3 1.8 Total unrestricted cash and cash equivalents 14.4 131.6 Restricted cash equivalents (1) 1.8 2.3 Total cash and cash equivalents $ 16.2 $ 133.9 _______________ (1) Restricted cash equivalents relate to our subsidiary, I-Net Reinsurance Limited, and are held in trust until the final reinsurance policy is canceled. |
Schedule of Accounts, Notes, Loans and Financing Receivable | A summary of Trade receivables, net of allowance for doubtful accounts, as of December 31, 2017 and 2016 is as follows (in millions): December 31, 2017 2016 Trade receivables — billed $ 159.6 $ 115.4 Trade receivables — unbilled 44.1 42.6 Total trade receivables 203.7 158.0 Allowance for doubtful accounts (1.9 ) (2.2 ) Total trade receivables, net $ 201.8 $ 155.8 |
Allowance for Credit Losses on Financing Receivables | The rollforward of allowance for doubtful accounts for the years ended December 31, 2017 , 2016 and 2015 is as follows (in millions): Beginning balance Bad debt expense Write-offs, net of recoveries Transfers and acquisitions Ending balance Year ended December 31, 2015 $ (1.6 ) $ (2.1 ) $ 1.1 $ 0.1 $ (2.5 ) Year ended December 31, 2016 (2.5 ) (0.6 ) 0.9 — (2.2 ) Year ended December 31, 2017 (2.2 ) (0.8 ) 1.1 — (1.9 ) |
Schedule of Depreciation and Amortization | Depreciation and amortization on the Consolidated Statements of Earnings and Comprehensive Earnings include the following (in millions): Year ended December 31, 2017 2016 2015 Property and equipment $ 29.0 $ 28.4 $ 28.4 Computer software 84.0 78.0 70.3 Other intangible assets 67.8 76.4 86.4 Deferred contract costs 25.7 25.5 9.2 Total $ 206.5 $ 208.3 $ 194.3 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following (in millions): December 31, 2017 2016 Prepaid expenses $ 36.1 $ 37.2 Other current assets 8.5 8.2 Prepaid expenses and other current assets $ 44.6 $ 45.4 |
Business Acquisitions Busines28
Business Acquisitions Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions, Schedule of Consideration Paid | The total consideration paid was as follows (in millions): Cash paid from Revolving Credit Facility (Note 11) $ 30.0 Cash paid from cash on hand 6.0 Less: cash acquired (0.8 ) Total consideration paid, net $ 35.2 The total consideration paid was as follows (in millions): Cash paid from cash on hand $ 95.6 Cash paid from Revolving Credit Facility (Note 11) 25.0 Less: cash acquired (5.6 ) Total consideration paid, net $ 115.0 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions): Total purchase price consideration $ 35.2 Trade receivables $ 0.4 Prepaid expenses and other current assets 0.7 Property and equipment 0.1 Computer software 5.7 Other intangible assets (Note 8) 10.5 Goodwill (Note 9) 19.7 Total assets acquired 37.1 Trade accounts payable and other accrued liabilities 1.4 Deferred revenues 0.5 Total liabilities assumed 1.9 Net assets acquired $ 35.2 The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as adjusted for the measurement period adjustments recorded in the first quarter of 2017 (in millions): Total purchase price consideration $ 115.0 Trade receivables $ 3.8 Prepaid expenses and other current assets 3.9 Property and equipment 1.1 Computer software 11.4 Other intangible assets (Note 8) 35.1 Goodwill (Note 9) 67.0 Total assets acquired 122.3 Trade accounts payable and other accrued liabilities 4.5 Accrued compensation and benefits 1.4 Deferred revenues 1.4 Total liabilities assumed 7.3 Net assets acquired $ 115.0 |
Schedule of Property, Plant and Equipment | Property and equipment, net consists of the following (in millions): December 31, 2017 2016 Land $ 11.9 $ 11.9 Buildings and improvements 65.8 64.1 Leasehold improvements 5.4 4.8 Computer equipment 203.1 172.5 Furniture, fixtures and other equipment 9.3 9.2 Property and equipment 295.5 262.5 Accumulated depreciation and amortization (115.6 ) (89.5 ) Property and equipment, net $ 179.9 $ 173.0 |
Measurement period adjustments | The measurement period adjustments reflected in the purchase price consideration table above that were recorded during the first quarter of 2017 were as follows (in millions): Goodwill $ 3.0 Computer software (2.6 ) Accrued compensation and benefits (0.3 ) Other intangible assets (0.1 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): Year ended December 31, May 26, 2015 through 2017 2016 Basic: Net earnings attributable to Black Knight $ 182.3 $ 45.8 $ 20.0 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 88.7 65.9 64.4 Basic net earnings per share $ 2.06 $ 0.69 $ 0.31 Diluted: Earnings before income taxes $ 192.4 Income tax benefit excluding the effect of noncontrolling interests (32.2 ) Net earnings $ 224.6 Net earnings attributable to Black Knight $ 45.8 $ 20.0 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 88.7 65.9 64.4 Dilutive effect of unvested restricted shares of common stock 0.6 2.0 3.5 Weighted average shares of BKFS Class B common stock outstanding 63.1 Weighted average shares of common stock, diluted 152.4 67.9 67.9 Diluted net earnings per share $ 1.47 $ 0.67 $ 0.29 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of related party items | A detail of related party items included in Revenues is as follows (in millions): Year ended December 31, 2017 2016 2015 Data and analytics services $ 24.0 $ 47.2 $ 48.1 Servicing, origination and default software services 32.8 26.3 20.4 Total related party revenues $ 56.8 $ 73.5 $ 68.5 A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Year ended December 31, 2017 2016 2015 Data entry, indexing services and other operating expenses $ 5.1 $ 9.6 $ 8.7 Corporate services 9.2 10.4 8.8 Technology and corporate services (1.7 ) (3.1 ) (7.9 ) Total related party expenses, net $ 12.6 $ 16.9 $ 9.6 A detail of the expenses, net from THL is set forth in the table below (in millions): Year ended December 31, 2017 2016 2015 Operating expenses $ 0.3 $ 1.3 $ 1.6 Management fees (1) — — 1.3 Software and software-related purchases — 1.1 1.4 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. A detail of the revenues and expenses, net from FNF is set forth in the table below (in millions): Year ended December 31, 2017 2016 2015 Revenues $ 56.8 $ 73.5 $ 68.5 Operating expenses 12.3 15.6 8.0 Management fees (1) — — 2.3 Interest expense (2) 1.2 3.9 39.5 _______________ (1) Amounts are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. (2) Amounts include guarantee fee (see below). The following table sets forth the ownership interests of FNF, THL and other holders of our common stock (shares in millions): December 31, 2017 December 31, 2016 Shares Ownership percentage Shares Ownership percentage Black Knight, Inc. common stock: THL and its affiliates 28.1 18.5 % — — % Restricted shares 1.6 1.1 % — — % Other, including those publicly traded 121.7 80.4 % — — % Total shares of Black Knight, Inc. common stock 151.4 100.0 % — — % BKFS Class A common stock: THL and its affiliates — — % 39.3 25.5 % Restricted shares — — % 2.9 1.9 % Other, including those publicly traded — — % 26.9 17.5 % Total shares of BKFS Class A common stock — — % 69.1 44.9 % BKFS Class B common stock: FNF — — % 83.3 54.1 % THL and its affiliates — — % 1.5 1.0 % Total shares of BKFS Class B common stock — — % 84.8 55.1 % Total shares of BKFS common stock outstanding — — % 153.9 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consists of the following (in millions): December 31, 2017 2016 Land $ 11.9 $ 11.9 Buildings and improvements 65.8 64.1 Leasehold improvements 5.4 4.8 Computer equipment 203.1 172.5 Furniture, fixtures and other equipment 9.3 9.2 Property and equipment 295.5 262.5 Accumulated depreciation and amortization (115.6 ) (89.5 ) Property and equipment, net $ 179.9 $ 173.0 |
Computer Software (Tables)
Computer Software (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development [Abstract] | |
Schedule of Capitalized Software | Computer software, net consists of the following (in millions): December 31, 2017 2016 Internally developed software $ 679.4 $ 634.9 Purchased software 45.7 42.4 Computer software 725.1 677.3 Accumulated amortization (308.3 ) (227.3 ) Computer software, net $ 416.8 $ 450.0 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on computer software for the next five fiscal years is as follows (in millions): 2018 (1) $ 90.1 2019 83.7 2020 75.8 2021 62.0 2022 53.7 Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions): 2018 $ 56.5 2019 55.7 2020 45.0 2021 34.2 2022 23.5 |
Otherr Intangible Assets (Table
Otherr Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Other intangible assets, net consists of the following (in millions): December 31, 2017 December 31, 2016 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Customer relationships $ 555.9 $ (326.0 ) $ 229.9 $ 557.8 $ (260.7 ) $ 297.1 Other 5.3 (3.6 ) 1.7 12.5 (10.1 ) 2.4 Total intangible assets $ 561.2 $ (329.6 ) $ 231.6 $ 570.3 $ (270.8 ) $ 299.5 |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets, net consists of the following (in millions): December 31, 2017 December 31, 2016 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Customer relationships $ 555.9 $ (326.0 ) $ 229.9 $ 557.8 $ (260.7 ) $ 297.1 Other 5.3 (3.6 ) 1.7 12.5 (10.1 ) 2.4 Total intangible assets $ 561.2 $ (329.6 ) $ 231.6 $ 570.3 $ (270.8 ) $ 299.5 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on computer software for the next five fiscal years is as follows (in millions): 2018 (1) $ 90.1 2019 83.7 2020 75.8 2021 62.0 2022 53.7 Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions): 2018 $ 56.5 2019 55.7 2020 45.0 2021 34.2 2022 23.5 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in millions): Software Solutions Data and Analytics Corporate and Other Total Balance, December 31, 2015 $ 2,048.0 $ 172.1 $ — $ 2,220.1 Increases to goodwill related to: eLynx acquisition (Note 3) 64.0 — — 64.0 Motivity acquisition (Note 3) — 19.7 — 19.7 Balance, December 31, 2016 2,112.0 191.8 — 2,303.8 Activity (Note 3) 3.0 — — 3.0 Balance, December 31, 2017 $ 2,115.0 $ 191.8 $ — $ 2,306.8 Goodwill related to the eLynx and Motivity acquisitions is deductible for tax purposes. The increase in Goodwill in 2017 is related to the eLynx measurement period adjustment recorded during the first quarter of 2017. |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consists of the following (in millions): December 31, 2017 2016 Deferred contract costs, net of accumulated amortization $ 136.1 $ 113.3 Property records database 59.7 59.7 Unbilled receivables 14.6 14.8 Other 29.7 8.7 Other non-current assets $ 240.1 $ 196.5 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in millions): December 31, 2017 December 31, 2016 Principal Debt Discount Total Principal Debt issuance costs Premium (discount) Total Term A Loan $ 1,004.3 $ (7.0 ) $ — $ 997.3 $ 740.0 $ (7.0 ) $ — $ 733.0 Term B Loan 390.0 (2.5 ) (1.4 ) 386.1 394.0 (3.4 ) (0.8 ) 389.8 Revolving Credit Facility 55.0 (4.3 ) — 50.7 50.0 (3.7 ) — 46.3 Senior Notes, issued at par — — — — 390.0 — 11.1 401.1 Total long-term debt 1,449.3 (13.8 ) (1.4 ) 1,434.1 1,574.0 (14.1 ) 10.3 1,570.2 Less: Current portion of long-term debt 55.5 (0.4 ) — 55.1 64.0 (0.6 ) — 63.4 Long-term debt, net of current portion $ 1,393.8 $ (13.4 ) $ (1.4 ) $ 1,379.0 $ 1,510.0 $ (13.5 ) $ 10.3 $ 1,506.8 The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, as amended by the Credit Agreement Second Amendment, 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, 2019 1.25% Commencing on September 30, 2019 through and including June 30, 2021 2.50% Commencing on September 30, 2021 through and including December 31, 2021 3.75% |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The estimated fair value of our Swap Agreements in the Consolidated Balance Sheets is as follows (in millions): December 31, Balance Sheet Account 2017 2016 Other non-current assets $ 6.7 $ — Other non-current liabilities $ — $ 2.2 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive earnings (loss) ("OCE") on the accompanying Consolidated Statements of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2017 Year ended December 31, 2016 Amount of gain Amount of loss reclassified from Accumulated OCE Amount of loss Amount of loss reclassified from Accumulated OCE Swap agreements Attributable to noncontrolling interests $ 1.7 $ 0.5 $ (2.2 ) $ 1.0 Attributable to Black Knight 3.7 0.4 (1.1 ) 0.5 Total $ 5.4 $ 0.9 $ (3.3 ) $ 1.5 |
Schedule of Maturities of Long-term Debt | Principal maturities as of December 31, 2017 for each of the next five years are as follows (in millions): 2018 $ 55.5 2019 81.3 2020 107.0 2021 132.8 2022 1,072.7 Total $ 1,449.3 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2018 $ 9.9 2019 8.5 2020 6.8 2021 3.0 2022 1.6 Thereafter 0.5 Total $ 30.3 |
Contractual Obligation, Fiscal Year Maturity Schedule | ata processing and maintenance services agreements with initial or remaining terms greater than one year are as follows (in millions): 2018 $ 27.8 2019 9.2 2020 3.1 2021 2.4 Total $ 42.5 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Activity | Restricted stock transactions under the Black Knight Omnibus plan for the years ended December 31, 2017, 2016 and 2015 are as follows (shares in millions): Shares Weighted average 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 * Granted 844,646 $ 28.56 Forfeited (57,484 ) * Vested (1,793,132 ) * Balance, December 31, 2016 2,908,374 * Granted 982,764 $ 38.31 Forfeited (127,801 ) $ 34.23 Vested (2,181,626 ) * Balance, December 31, 2017 1,581,711 $ 34.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Components of Income Tax Expense (Benefit) | The income tax (benefit) expense for the years ended December 31, 2017 , 2016 and 2015 consists of the following (in millions): Year ended December 31, 2017 2016 2015 Current: Federal $ 10.4 $ 15.3 $ 0.5 State 5.3 6.0 0.7 Foreign 0.9 1.0 0.4 Total current 16.6 22.3 1.6 Deferred: Federal (87.5 ) 5.0 11.3 State 9.1 (1.1 ) 0.5 Foreign — (0.4 ) — Total deferred (78.4 ) 3.5 11.8 Total income tax (benefit) expense $ (61.8 ) $ 25.8 $ 13.4 | |
Reconciliation of the Federal Statutory Rate to Effective Tax Rate | A reconciliation of the federal statutory income tax rate of 35.0% to our effective income tax rate for the years ended December 31, 2017 , 2016 and 2015 is as follows: Year ended December 31, 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 2.9 2.0 1.3 Noncontrolling interests (13.7 ) (19.2 ) (14.9 ) Partnership income not subject to tax — — (7.7 ) Tax credits (0.6 ) (0.6 ) (0.3 ) Transaction costs 1.4 — — Domestic production activities deduction (0.5 ) (1.1 ) — Effect of Tax Reform Act (57.6 ) — — Other 1.0 0.1 0.6 Effective tax rate (32.1 )% 16.2 % 14.0 % | |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities as of December 31, 2017 and 2016 consist of the following (in millions): December 31, 2017 2016 Deferred tax assets: Deferred revenues $ 26.7 $ — Net operating loss carryovers 1.3 — State income tax — 1.6 Other 12.8 0.4 Total deferred tax assets 40.8 2.0 Deferred tax liabilities: Depreciation and amortization (219.9 ) — Deferred contract costs (36.2 ) — Partnership basis — (9.9 ) Other (9.3 ) — Total deferred tax liabilities (265.4 ) (9.9 ) Net deferred tax liability $ (224.6 ) $ (7.9 ) | |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2017 and 2016 is as follows: December 31, 2017 2016 Balance, January 1 $ — $ — Additions based on tax positions of prior years 8.3 — Balance, December 31 $ 8.3 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Segment Financial Information | Summarized financial information concerning our segments is shown in the tables below (in millions): Year ended December 31, 2017 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 893.8 $ 162.3 $ (4.5 ) (1) $ 1,051.6 Expenses: Operating expenses 370.8 130.4 68.3 569.5 Transition and integration costs — — 13.1 13.1 EBITDA 523.0 31.9 (85.9 ) 469.0 Depreciation and amortization 98.9 15.1 92.5 (2) 206.5 Operating income (loss) 424.1 16.8 (178.4 ) 262.5 Interest expense (57.5 ) Other expense, net (12.6 ) Earnings before income taxes 192.4 Income tax expense (61.8 ) Net earnings $ 254.2 Balance sheet data: Total assets $ 3,175.9 $ 352.3 $ 127.7 $ 3,655.9 Goodwill $ 2,115.0 $ 191.8 $ — $ 2,306.8 _______________________________________________________ Note: The Software Solutions segment was formerly known as the Technology segment. (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. Year ended December 31, 2016 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 855.8 $ 177.5 $ (7.3 ) (1) $ 1,026.0 Expenses: Operating expenses 368.0 151.0 63.6 582.6 Transition and integration costs — — 2.3 2.3 EBITDA 487.8 26.5 (73.2 ) 441.1 Depreciation and amortization 106.2 8.8 93.3 (2) 208.3 Operating income (loss) 381.6 17.7 (166.5 ) 232.8 Interest expense (67.6 ) Other expense, net (6.4 ) Earnings before income taxes 158.8 Income tax expense 25.8 Net earnings $ 133.0 Balance sheet data: Total assets $ 3,196.7 $ 355.6 $ 209.7 $ 3,762.0 Goodwill $ 2,112.0 $ 191.8 $ — $ 2,303.8 _______________________________________________________ Note: The Software Solutions segment was formerly known as the Technology segment. (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. Year ended December 31, 2015 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 765.8 $ 174.3 $ (9.4 ) (1) $ 930.7 Expenses: Operating expenses 341.4 145.5 51.3 538.2 Transition and integration costs — — 8.0 8.0 EBITDA 424.4 28.8 (68.7 ) 384.5 Depreciation and amortization 93.3 7.2 93.8 (2) 194.3 Operating income (loss) 331.1 21.6 (162.5 ) 190.2 Interest expense (89.8 ) Other expense, net (4.6 ) Earnings before income taxes 95.8 Income tax expense 13.4 Net earnings $ 82.4 Balance sheet data: Total assets $ 3,126.7 $ 312.1 $ 264.9 $ 3,703.7 Goodwill $ 2,048.0 $ 172.1 $ — $ 2,220.1 _______________________________________________________ Note: The Software Solutions segment was formerly known as the Technology segment. (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. |
Basis of Presentation - Basis
Basis of Presentation - Basis of Presentation and Segments (Details) - segment | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of segments | 2 | 2 |
Basis of Presentation - Initia
Basis of Presentation - Initial Public Offering Additional Information (Details) $ / shares in Units, $ in Millions | Nov. 21, 2017shares | May 08, 2017shares | May 26, 2015USD ($)class_of_stock$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Class of Stock [Line Items] | ||||||
Conversion of Units to shares of Class A common stock, ratio (as a percent) | 1 | |||||
Issuance of common stock (in shares) | 7,000,000 | 5,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Payments of stock issuance costs | $ | $ 0 | $ 0 | $ 4.2 | |||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 20,700,000 | |||||
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) | 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 | $ 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 | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 750,000 | |||||
Over-Allotment Option | Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 2,700,000 |
Basis of Presentation - Use of
Basis of Presentation - Use of Proceeds from IPO (Details) - USD ($) $ in Millions | May 26, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Less: | ||||
Partial redemption of 5.75% Senior Notes due 2023 at 105.750% | $ 390 | $ 0 | $ 0 | |
Call premium on partial redemption of 5.75% Senior Notes due 2023 | 0 | 0 | 11.8 | |
Interest on partial redemption of 5.75% Senior Notes due 2023 | $ 56.7 | $ 60.2 | 89.2 | |
IPO | ||||
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 | |||
IPO | Thomas H. Lee Partners, LP | ||||
Less: | ||||
Cash payment to THL Intermediaries | 17.3 | $ 17.3 | ||
IPO | 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 - Stock R
Basis of Presentation - Stock Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 15, 2018 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase program, term | 3 years | ||||
Purchases of treasury stock | $ 136.7 | ||||
Purchases of treasury stock | $ 136.7 | $ 0 | $ 0 | ||
Average cost per share (usd per share) | $ 42.87 | ||||
Remaining authorized shares for repurchase (shares) | 6.8 | ||||
Over-Allotment Option | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Purchases of treasury stock (share) | 2 | ||||
Common Class A | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase, shares authorized (in shares) | $ 10 | ||||
Black Knight Financial Services, Inc. | Common Class A | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Purchases of treasury stock (share) | 1.2 | ||||
Subsequent Event | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Purchases of treasury stock | $ 92.8 | ||||
Average cost per share (usd per share) | $ 46.41 |
Basis of Presentation - Distrib
Basis of Presentation - Distribution of FNF's Ownership Interest and Related Transactions (Details) shares in Millions | Sep. 29, 2017 | Dec. 31, 2016shares |
Class of Stock [Line Items] | ||
Stock conversion ratio | 0.3066322 | |
Black Knight Financial Services, LLC | FNF subsidiaries | Common Class B | ||
Class of Stock [Line Items] | ||
Noncontrolling interest, shares owned by noncontrolling owners | 83.3 |
Significant Accounting Polici46
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||||
Cash | $ 13.1 | $ 129.8 | ||
Cash equivalents | 1.3 | 1.8 | ||
Cash and cash equivalents | 14.4 | 131.6 | ||
Restricted cash equivalents | 1.8 | 2.3 | ||
Total cash and cash equivalents | $ 16.2 | $ 133.9 | $ 186 | $ 61.9 |
Significant Accounting Polici47
Significant Accounting Policies - Summary of Trade Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total trade receivables | $ 203.7 | $ 158 | ||
Allowance for doubtful accounts | (1.9) | (2.2) | $ (2.5) | $ (1.6) |
Total trade receivables, net | 201.8 | 155.8 | ||
Trade receivables — billed | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total trade receivables | 159.6 | 115.4 | ||
Trade receivables — unbilled | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total trade receivables | $ 44.1 | $ 42.6 |
Significant Accounting Polici48
Significant Accounting Policies - Summary of Allowance for Doubtful Account (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ (2.2) | $ (2.5) | $ (1.6) |
Bad debt expense | (0.8) | (0.6) | (2.1) |
Write-offs, net of recoveries | 1.1 | 0.9 | 1.1 |
Transfers and acquisitions | 0 | 0 | 0.1 |
Ending balance | $ (1.9) | $ (2.2) | $ (2.5) |
Significant Accounting Polici49
Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Prepaid expense current | $ 36.1 | $ 37.2 |
Other assets current | 8.5 | 8.2 |
Prepaid Expense and Other Assets, Current | $ 44.6 | $ 45.4 |
Significant Accounting Polici50
Significant Accounting Policies - Property and Equipment, Net & Computer Software, Net (Details) | Jan. 01, 2017 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 5 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 3 years | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 30 years | |
Furniture, fixtures and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 3 years | |
Furniture, fixtures and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 7 years | |
Purchased software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 7 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 Polici51
Significant Accounting Policies - Other Intangible Assets, Net (Details) - Maximum | 12 Months Ended |
Dec. 31, 2017 | |
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 Polici52
Significant Accounting Policies - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2017reporting_units | |
Accounting Policies [Abstract] | |
Number of reporting units | 3 |
Significant Accounting Polici53
Significant Accounting Policies - Deferred Contract Costs and Interest Expense, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Deferred contract costs | $ 25.7 | $ 25.5 | $ 9.2 |
Significant Accounting Polici54
Significant Accounting Policies - Deferred Compensation Plans (Details) $ in Millions | Dec. 31, 2017USD ($) |
Accounting Policies [Abstract] | |
Plan assets | $ 11.7 |
Plan liability, other non-current liabilities | 10.8 |
Plan liability, other accrued liabilities | $ 1.2 |
Significant Accounting Polici55
Significant Accounting Policies - Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | $ 206.5 | $ 208.3 | $ 194.3 |
Deferred contract costs | 25.7 | 25.5 | 9.2 |
Accelerated amortization of deferred charges | 3.3 | 4.1 | |
Property and equipment | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 29 | 28.4 | 28.4 |
Computer software | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 84 | 78 | 70.3 |
Other | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | $ 67.8 | $ 76.4 | $ 86.4 |
Significant Accounting Polici56
Significant Accounting Policies - Recent Accounting Pronouncements (Details) $ in Millions | Dec. 31, 2017USD ($) |
Pro Forma | ASU 2014-09 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
After-tax adjustment | $ 9 |
Business Acquisitions - Additi
Business Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Jun. 22, 2016 | May 16, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Business Acquisition, Transaction Costs | $ 0.4 | |||
eLynx | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 3 | |||
Total purchase price consideration | $ 115 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100.00% | |||
Business Acquisition, Transaction Costs | $ 1.2 | |||
Revolving Credit Facility | Motivity | ||||
Business Acquisition [Line Items] | ||||
Total purchase price consideration | $ 35.2 | |||
Software Solutions | eLynx | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 3 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Depreciation and Amortization | $ 0.5 |
Business Acquisitions - Fair V
Business Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 22, 2016 | May 16, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 2,306.8 | $ 2,303.8 | $ 2,220.1 | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ 150.2 | $ 0 | |||
Motivity | ||||||
Business Acquisition [Line Items] | ||||||
Trade receivables | $ 0.4 | |||||
Prepaid expenses and other assets, including indefinite-lived intangible assets | 0.7 | |||||
Property and equipment | 0.1 | |||||
Computer software | 5.7 | |||||
Other intangible assets | 10.5 | |||||
Goodwill | 19.7 | |||||
Total assets | 37.1 | |||||
Trade accounts payable and other accrued liabilities | 1.4 | |||||
Deferred revenues | 0.5 | |||||
Total liabilities | 1.9 | |||||
Net assets | 35.2 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 6 | |||||
Cash Acquired from Acquisition | 0.8 | |||||
eLynx | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price consideration | $ 115 | |||||
Trade receivables | $ 3.8 | |||||
Prepaid expenses and other assets, including indefinite-lived intangible assets | 3.9 | |||||
Property and equipment | 1.1 | |||||
Computer software | 11.4 | |||||
Other intangible assets | 35.1 | |||||
Goodwill | 67 | |||||
Total assets | 122.3 | |||||
Trade accounts payable and other accrued liabilities | 4.5 | |||||
Accrued compensation and benefits | 1.4 | |||||
Deferred revenues | 1.4 | |||||
Total liabilities | 7.3 | |||||
Net assets | $ 115 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 25 | |||||
Cash Acquired from Acquisition | 5.6 | |||||
Cash [Member] | Motivity | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid from cash on hand | 30 | |||||
Cash [Member] | eLynx | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid from cash on hand | $ 95.6 | |||||
Revolving Credit Facility | Motivity | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price consideration | $ 35.2 |
Business Acquisitions - Measure
Business Acquisitions - Measurement Period Adjustments (Details) - eLynx $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |
Goodwill | $ 3 |
Accrued compensation and benefits | (0.3) |
Computer software | |
Business Acquisition [Line Items] | |
Intangible assets | (2.6) |
Other intangible assets | |
Business Acquisition [Line Items] | |
Intangible assets | $ (0.1) |
Business Acquisitions - Estima
Business Acquisitions - Estimated Useful Lives of Assets Acquired (Details) - USD ($) $ in Millions | Jan. 01, 2017 | Mar. 31, 2017 | Jun. 22, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
eLynx | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 11.4 | ||
Property and equipment | 1.1 | ||
Other intangible assets | $ 35.1 | ||
Motivity | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 5.7 | ||
Property and equipment | 0.1 | ||
Other intangible assets | $ 10.5 |
Earnings Per Share - Additiona
Earnings Per Share - Additional Disclosures (Details) shares in Millions | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2015shares | Dec. 31, 2017shares | Dec. 31, 2016shares | |
Class of Stock [Line Items] | |||
Conversion of Units to shares of Class A common stock, ratio (as a percent) | 1 | ||
Expected Effective Income Tax Rate Reconciliation, Percent | (16.70%) | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Basic (in shares) | 63.1 | ||
Antidilutive securities excluded from EPS (in shares) | 84.8 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Basic (in shares) | 64.4 | 88.7 | 65.9 |
Dilutive effect of unvested restricted shares of Class A common stock (in shares) | 3.5 | 0.6 | 2 |
Earnings Per Share - Computati
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic: | ||||
Net earnings attributable to Black Knight | $ 20 | $ 182.3 | $ 45.8 | $ 20 |
Shares used for basic net earnings per share: | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 192.4 | $ 158.8 | $ 95.8 | |
Income Tax Expense (Benefit), Excluding Noncontrolling Interest | (32.2) | |||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 224.6 | |||
Common Class A | ||||
Shares used for basic net earnings per share: | ||||
Weighted average shares of Class A common stock outstanding (in shares) | 64.4 | 88.7 | 65.9 | |
Basic net earnings per share (in dollars per share) | $ 0.31 | $ 2.06 | $ 0.69 | |
Shares used for diluted net earnings per share: | ||||
Weighted average shares of Class A common stock outstanding (in shares) | 64.4 | 88.7 | 65.9 | |
Dilutive effect of unvested restricted shares of Class A common stock (in shares) | 3.5 | 0.6 | 2 | |
Weighted average shares of Class A common stock, diluted (in shares) | 67.9 | 152.4 | 67.9 | |
Diluted net earnings per share (in dollars per share) | $ 0.29 | $ 1.47 | $ 0.67 | |
Common Class B | ||||
Shares used for basic net earnings per share: | ||||
Weighted average shares of Class A common stock outstanding (in shares) | 63.1 | |||
Shares used for diluted net earnings per share: | ||||
Weighted average shares of Class A common stock outstanding (in shares) | 63.1 |
Related Party Transactions - Ow
Related Party Transactions - Ownership Interests in Black Knight (Details) - shares | Feb. 28, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 151,430,030 | ||
Common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 151,400,000 | 0 | |
Common Stock, Percent Of Total Common Stock, Outstanding | 100.00% | 0.00% | |
THL and its affiliates | Common stock | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 28,100,000 | 0 | |
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 18.50% | 0.00% | |
Restricted shares | Common stock | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 1,600,000 | 0 | |
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 1.10% | 0.00% | |
Other, including those publicly traded | Common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 121,700,000 | 0 | |
Common Stock, Percent Of Total Common Stock, Outstanding | 80.40% | 0.00% | |
Black Knight Financial Services, Inc. | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 0 | 153,900,000 | |
Common Stock, Percent Of Total Common Stock, Outstanding | 0.00% | 100.00% | |
Black Knight Financial Services, Inc. | Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 0 | 69,091,008 | |
Common Stock, Percent Of Total Common Stock, Outstanding | 0.00% | 44.90% | |
Black Knight Financial Services, Inc. | Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 0 | 84,826,282 | |
Common Stock, Percent Of Total Common Stock, Outstanding | 0.00% | 55.10% | |
Black Knight Financial Services, Inc. | THL and its affiliates | Common Class A | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 0 | 39,300,000 | |
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 0.00% | 25.50% | |
Black Knight Financial Services, Inc. | THL and its affiliates | Common Class B | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 0 | 1,500,000 | |
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 0.00% | 1.00% | |
Black Knight Financial Services, Inc. | Restricted shares | Common Class A | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 0 | 2,900,000 | |
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 0.00% | 1.90% | |
Black Knight Financial Services, Inc. | Other, including those publicly traded | Common Class A | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 0 | 26,900,000 | |
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 0.00% | 17.50% | |
Black Knight Financial Services, Inc. | FNF subsidiaries | Common Class B | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 0 | 83,300,000 | |
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 0.00% | 54.10% | |
Subsequent Event | THL and its affiliates | Common stock | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | 20,100,000 | ||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 13.00% |
Related Party Transactions - Pu
Related Party Transactions - Public Offering (Details) - shares shares in Thousands | Feb. 14, 2018 | Nov. 21, 2017 | May 08, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||
Issuance of common stock (in shares) | 7,000 | 5,000 | ||
Over-Allotment Option | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock (in shares) | 750 | |||
Purchases of treasury stock (share) | 2,000 | |||
Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Issuance of common stock (in shares) | 8,000 |
Related Party Transactions - F
Related Party Transactions - FNF (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Related party revenues | $ 56.8 | $ 73.5 | $ 68.5 |
Related party expenses, net | 12.6 | 16.9 | 9.6 |
FNF | |||
Related Party Transaction [Line Items] | |||
Related party revenues | 56.8 | 73.5 | |
Related party interest expense | 1.2 | 3.9 | |
Operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 12.3 | 15.6 | |
Management fees | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 0 | $ 0 | |
FNF | |||
Related Party Transaction [Line Items] | |||
Related party revenues | 68.5 | ||
Related party interest expense | 39.5 | ||
FNF | Operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 8 | ||
FNF | Management fees | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 2.3 |
Related Party Transactions -66
Related Party Transactions - FNF Additional Information (Details) - USD ($) | 12 Months Ended | 23 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 25, 2017 | |
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 12,600,000 | $ 16,900,000 | $ 9,600,000 | |
FNF | Term Loan | Term B Loan | ||||
Related Party Transaction [Line Items] | ||||
Related party notes | 48,800,000 | 49,300,000 | ||
FNF | Senior Notes | Senior Notes, issued at par | ||||
Related Party Transaction [Line Items] | ||||
Guarantee fee, percent of outstanding principal | 1.00% | |||
FNF | Senior Notes | Senior Notes, issued at par | Debt Scenario, Guarantee Fee Period 1 | ||||
Related Party Transaction [Line Items] | ||||
Guarantee Fee | 1,200,000 | 3,900,000 | 2,300,000 | |
FNF | Intercompany Notes and Mirror Notes | ||||
Related Party Transaction [Line Items] | ||||
Related party notes | $ 0 | $ 0 | ||
FNF | Senior Notes | Senior Notes, issued at par | ||||
Related Party Transaction [Line Items] | ||||
Guarantee fee, percent of outstanding principal | 1.00% | |||
FNF | Interest expense | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 37,200,000 |
Related Party Transactions - T
Related Party Transactions - THL Additional Information (Details) - Thomas H. Lee Partners, LP $ in Millions | May 26, 2015USD ($) | Dec. 31, 2017USD ($)director | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | ||||
Number of related party directors serving on Board of Managers | director | 2 | |||
IPO | ||||
Related Party Transaction [Line Items] | ||||
Cash payment to THL Intermediaries | $ 17.3 | $ 17.3 | ||
Term Loan | Term B Loan | ||||
Related Party Transaction [Line Items] | ||||
Related party notes | $ 0 | $ 39.4 |
Related Party Transactions -68
Related Party Transactions - THL (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 12.6 | $ 16.9 | $ 9.6 |
Operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 12.3 | 15.6 | |
Management fees | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 0 | 0 | |
Thomas H. Lee Partners, LP | |||
Related Party Transaction [Line Items] | |||
Software and software-related purchases | 1.4 | ||
Thomas H. Lee Partners, LP | Operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 1.6 | ||
Thomas H. Lee Partners, LP | Management fees | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 1.3 | ||
Thomas H. Lee Partners, LP | |||
Related Party Transaction [Line Items] | |||
Software and software-related purchases | 0 | 1.1 | |
Thomas H. Lee Partners, LP | Operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 0.3 | 1.3 | |
Thomas H. Lee Partners, LP | Management fees | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 0 | $ 0 |
Related Party Transactions - R
Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Related party revenues | $ 56.8 | $ 73.5 | $ 68.5 |
Data and analytics services | |||
Related Party Transaction [Line Items] | |||
Related party revenues | 24 | 47.2 | 48.1 |
Servicing, origination and default software services | |||
Related Party Transaction [Line Items] | |||
Related party revenues | $ 32.8 | $ 26.3 | $ 20.4 |
Related Party Transactions -70
Related Party Transactions - Related Party Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 12.6 | $ 16.9 | $ 9.6 |
Data entry, indexing services and other operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 5.1 | 9.6 | 8.7 |
Corporate services | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 9.2 | 10.4 | 8.8 |
Technology and corporate services | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 1.7 | $ 3.1 | $ 7.9 |
Related Party Transactions -71
Related Party Transactions - Related Party Revenues and Expenses Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Prepaid expenses current | $ 0.1 | $ 0.1 |
Property and Equipment - Sched
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 206.5 | $ 208.3 | $ 194.3 |
Property and equipment | 295.5 | 262.5 | |
Accumulated depreciation and amortization | (115.6) | (89.5) | |
Property and equipment, net | 179.9 | 173 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 11.9 | 11.9 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 65.8 | 64.1 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 5.4 | 4.8 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 203.1 | 172.5 | |
Furniture, fixtures and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 9.3 | $ 9.2 |
Computer Software - Additional
Computer Software - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Depreciation and amortization | $ 206.5 | $ 208.3 | $ 194.3 |
Computer software | 725.1 | 677.3 | |
Accumulated amortization | (308.3) | (227.3) | |
Computer software, net | 416.8 | 450 | |
Internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Computer software | 679.4 | 634.9 | |
Purchased software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 45.7 | $ 42.4 |
Computer Software - Estimated A
Computer Software - Estimated Amortization Expense on Computer Software (Details) $ in Millions | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 56.5 |
2,019 | 55.7 |
2,020 | 45 |
2,021 | 34.2 |
2,022 | 23.5 |
Internally developed and purchased software | |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | 90.1 |
2,019 | 83.7 |
2,020 | 75.8 |
2,021 | 62 |
2,022 | $ 53.7 |
Other Intangible Assets - Sche
Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 561.2 | $ 570.3 |
Accumulated amortization | (329.6) | (270.8) |
Net carrying amount | 231.6 | 299.5 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 555.9 | 557.8 |
Accumulated amortization | (326) | (260.7) |
Net carrying amount | 229.9 | 297.1 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 5.3 | 12.5 |
Accumulated amortization | (3.6) | (10.1) |
Net carrying amount | $ 1.7 | $ 2.4 |
Other Intangible Assets - Addi
Other Intangible Assets - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Depreciation and amortization | $ 206.5 | $ 208.3 | $ 194.3 |
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 Expense (Details) $ in Millions | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | $ 56.5 |
2,019 | 55.7 |
2,020 | 45 |
2,021 | 34.2 |
2,022 | $ 23.5 |
Goodwill - Schedule of Goodwil
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,303.8 | $ 2,220.1 |
Activity (Note 3) | 3 | |
Goodwill, ending balance | 2,306.8 | 2,303.8 |
Operating Segments | Software Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,112 | 2,048 |
Activity (Note 3) | 3 | |
Goodwill, ending balance | 2,115 | 2,112 |
Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 191.8 | 172.1 |
Activity (Note 3) | 0 | |
Goodwill, ending balance | 191.8 | 191.8 |
Corporate and Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | 0 |
Activity (Note 3) | 0 | |
Goodwill, ending balance | $ 0 | 0 |
eLynx | ||
Goodwill [Roll Forward] | ||
Acquisitions | 64 | |
eLynx | Operating Segments | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | 64 | |
eLynx | Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | 0 | |
eLynx | Corporate and Other | ||
Goodwill [Roll Forward] | ||
Acquisitions | 0 | |
Motivity | ||
Goodwill [Roll Forward] | ||
Acquisitions | 19.7 | |
Motivity | Operating Segments | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | 0 | |
Motivity | Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | 19.7 | |
Motivity | Corporate and Other | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ 0 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred contract costs, net of accumulated amortization | $ 136.1 | $ 113.3 |
Property records database | 59.7 | 59.7 |
Unbilled receivables | 14.6 | 14.8 |
Other | 29.7 | 8.7 |
Other non-current assets | $ 240.1 | $ 196.5 |
Long-Term Debt - Long-term Deb
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | May 29, 2015 |
Debt Instrument [Line Items] | |||
Total | $ 1,449.3 | $ 1,574 | |
Debt issuance costs | (13.8) | (14.1) | |
Discount | (1.4) | 10.3 | |
Debt outstanding | 1,434.1 | 1,570.2 | |
Long-term Debt, Gross, Current Maturities | 55.5 | 64 | |
Debt Issuance Costs, Current, Net | 0.4 | 0.6 | |
Current portion of long-term debt | 55.1 | 63.4 | |
Long-term Debt, Gross, Excluding Current Maturities | 1,393.8 | 1,510 | |
Debt Issuance Costs, Noncurrent, Net | 13.4 | 13.5 | |
Long-term Debt, Excluding Current Maturities | 1,379 | 1,506.8 | |
Term Loan | Term A Loan | |||
Debt Instrument [Line Items] | |||
Total | 1,004.3 | 740 | |
Debt issuance costs | (7) | (7) | |
Discount | 0 | 0 | |
Debt outstanding | 997.3 | 733 | |
Term Loan | Term B Loan | |||
Debt Instrument [Line Items] | |||
Total | 390 | 394 | |
Debt issuance costs | (2.5) | (3.4) | |
Discount | (1.4) | (0.8) | |
Debt outstanding | 386.1 | 389.8 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total | 55 | 50 | |
Debt issuance costs | (4.3) | (3.7) | |
Discount | 0 | 0 | |
Debt outstanding | 50.7 | 46.3 | |
Senior Notes | Senior Notes, issued at par | |||
Debt Instrument [Line Items] | |||
Total | 0 | 390 | |
Debt issuance costs | 0 | 0 | |
Discount | 0 | 11.1 | |
Debt outstanding | $ 0 | $ 401.1 | $ 390 |
Long-Term Debt - Credit Agreem
Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) | Apr. 26, 2017 | Feb. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 27, 2015 |
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Increase in Borrowing Capacity | $ 100,000,000 | |||||
Credit Agreement First Amendment | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.25% | |||||
Credit Agreement First Amendment | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.25% | |||||
Variable rate, floor (as a percent) | 0.75% | |||||
Term Loan and Revolving Credit Facility [Member] | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate, Decrease | 0.25% | |||||
Term Loan and Revolving Credit Facility [Member] | Minimum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.25% | |||||
Term Loan and Revolving Credit Facility [Member] | Minimum | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.25% | |||||
Term Loan and Revolving Credit Facility [Member] | Maximum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
Term Loan and Revolving Credit Facility [Member] | Maximum | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.00% | |||||
Variable rate, floor (as a percent) | 0.00% | |||||
Term Loan and Revolving Credit Facility [Member] | Term A Loan | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||
Term Loan | Term A Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of debt | $ 1,030,000,000 | $ 800,000,000 | ||||
Term loans, interest rate at period end (as a percent) | 3.13% | |||||
Debt Instrument, Increase in Face Amount | 300,000,000 | |||||
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) | 3.88% | |||||
Term Loan | Term B Loan | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.25% | |||||
Variable rate, floor (as a percent) | 0.75% | |||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 500,000,000 | $ 400,000,000 | ||||
Unused capacity, commitment fee (as a percent) | 0.20% | |||||
Amount unused on the Revolving Credit Facility | $ 445,000,000 | |||||
Line of credit facility, maximum amount outstanding during period | 180,000,000 | $ 55,000,000 | ||||
Repayments of Lines of Credit | $ 175,000,000 | $ 105,000,000 | ||||
Credit facility, interest rate at period end (as a percent) | 3.00% | |||||
Line of Credit Facility, Unused Capacity, Reduction in Commitment Fee Percentage | 0.05% | |||||
Line of Credit | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity, commitment fee (as a percent) | 0.15% | |||||
Line of Credit | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity, commitment fee (as a percent) | 0.30% | |||||
Line of Credit | Term A Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Repricing Expense | $ 3,300,000 | |||||
Line of Credit | Term B Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Repricing Expense | $ 1,100,000 |
Long-Term Debt - Payment Dates
Long-Term Debt - Payment Dates and Percentages (Details) - Term Loan - Term A Loan | 12 Months Ended |
Dec. 31, 2017 | |
September 30, 2015 through and including June 30, 2019 | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.25% |
Commencing on September 30, 2019 through and including June 30, 2021 | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 2.50% |
Commencing on September 30, 2021 through and including December 31, 2021 | |
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 ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)tranche | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 214,800,000 | $ 149,000,000 | $ 1,745,900,000 | |||||
Interest paid | $ 56,700,000 | $ 60,200,000 | $ 89,200,000 | |||||
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 ($) | Apr. 26, 2017 | May 29, 2015 | Jan. 16, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 25, 2017 | Feb. 24, 2014 | Jan. 02, 2014 |
Debt Instrument [Line Items] | |||||||||
Interest paid | $ 56,700,000 | $ 60,200,000 | $ 89,200,000 | ||||||
Payments of debt extinguishment costs | 0 | 0 | 11,800,000 | ||||||
Loss on extinguishment of debt, net | 12,600,000 | 0 | 4,800,000 | ||||||
Long-term debt | 1,434,100,000 | 1,570,200,000 | |||||||
Amortization of debt premium | (3,500,000) | (2,700,000) | (800,000) | ||||||
Senior Notes, issued at par | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Extinguishment of debt, amount | 8,200,000 | ||||||||
Redemption price percentage | 104.825% | ||||||||
Interest Expense, Debt | $ 700,000 | ||||||||
Long-term debt | $ 390,000,000 | 0 | 401,100,000 | ||||||
Redemption price in the event of a change in control | 101.00% | ||||||||
Debt default, minimum ownership percentage of debt allowed to accelerate maturity | $ 5,200,000 | ||||||||
Repayments of senior debt | $ 700,000 | ||||||||
Unamortized premium | $ 23,300,000 | ||||||||
Senior Notes, issued at par | Senior Notes | Interest Expense | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of debt premium | $ 500,000 | $ 1,500,000 | $ 1,700,000 | ||||||
Senior Notes, issued at par | Senior Notes | FNF | |||||||||
Debt Instrument [Line Items] | |||||||||
Guarantee fee, percent of outstanding principal | 1.00% | ||||||||
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 - Interest Rate
Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 06, 2017 | Mar. 07, 2017 | Jan. 20, 2016 | |
Derivative [Line Items] | |||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax, Portion Attributable to Noncontrolling Interest | $ (1,200,000) | ||||
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 400,000,000 | ||||
Derivative, Notional Amount Per Derivative Instrument | $ 200,000,000 | ||||
Derivative, Fixed Interest Rate | 1.69% | ||||
Derivative, Average Fixed Interest Rate | 1.01% | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 6,700,000 | $ (1,000,000) | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | 3,900,000 | $ 600,000 | |||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Month, Gross | 2,800,000 | ||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 2,100,000 | ||||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount Per Derivative Instrument | $ 200,000,000 | $ 200,000,000 | |||
Derivative, Basis Spread on Variable Rate | 1.63% | ||||
Derivative, Fixed Interest Rate | 2.08% |
Long-Term Debt - Swap Agreemen
Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 6.7 | $ 0 |
Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 0 | $ 2.2 |
Long-Term Debt - Effect of Der
Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) - Interest Rate Swap - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 5.4 | $ (3.3) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0.9 | 1.5 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 1.7 | (2.2) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0.5 | 1 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 3.7 | (1.1) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 0.4 | $ 0.5 |
Long-Term Debt - Principal Mat
Long-Term Debt - Principal Maturities of Debt(Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Maturities of Long-term Debt [Abstract] | ||
2,018 | $ 55.5 | |
2,019 | 81.3 | |
2,020 | 107 | |
2,021 | 132.8 | |
2,022 | 1,072.7 | |
Total | 1,449.3 | $ 1,574 |
Debt issuance costs | (13.8) | (14.1) |
Discount | $ (1.4) | $ 10.3 |
Commitments and Contingencies
Commitments and Contingencies - Future Operating Lease Payments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,018 | $ 9.9 | ||
2,019 | 8.5 | ||
2,020 | 6.8 | ||
2,021 | 3 | ||
2,022 | 1.6 | ||
Thereafter | 0.5 | ||
Total | 30.3 | ||
Rent expense | $ 9.4 | $ 11 | $ 10.4 |
Commitments and Contingencies90
Commitments and Contingencies - Future Payments for Data Processing and Services Agreements (Details) $ in Millions | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 27.8 |
2,019 | 9.2 |
2,020 | 3.1 |
2,021 | 2.4 |
Total | $ 42.5 |
Commitments and Contingencies91
Commitments and Contingencies - Capital Leases (Details) - USD ($) $ in Millions | Jan. 01, 2017 | Jun. 29, 2016 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | |||
Capital lease, term of contract | 1 year | 1 year | |
Leased equipment, useful life (in years) | 5 years | ||
Capital lease | $ 8.4 | $ 10 | |
Interest included in payments | $ 0.1 | $ 0.1 | |
Capital lease obligations | $ 5 | ||
Assets Held under Capital Leases | |||
Property, Plant and Equipment [Line Items] | |||
Leased equipment, useful life (in years) | 5 years |
Equity-Based Compensation - Pr
Equity-Based Compensation - Profits Interests Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | |
BKLS LLC Profit Interests Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 2.10 | ||
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] | |||
Expected dividend rate (as a percent) | 0.00% |
Equity-Based Compensation - Re
Equity-Based Compensation - Restricted Stock Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 09, 2018 | Feb. 03, 2017 | Feb. 03, 2016 | Dec. 21, 2015 | May 26, 2015 | Sep. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Allocated share-based compensation expense | $ 18.9 | $ 12.4 | $ 11.4 | |||||||||
Compensation cost not yet recognized | $ 39.5 | |||||||||||
Compensation cost not yet recognized, period for recognition | 2 years 4 months 26 days | |||||||||||
The Omnibus Plan | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Outstanding shares (in shares) | 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 | |||||||||||
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 | |||||||||||
Common Class A | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares granted in period (in shares) | 884,570 | 98,194 | ||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 37.90 | $ 38.31 | ||||||||||
Vesting period (in years) | 2 years | |||||||||||
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 | 2,908,374 | 1,581,711 | 2,908,374 | 3,914,344 | 0 | ||||||
Shares granted in period (in shares) | 799,748 | 318,000 | 44,898 | 982,764 | 844,646 | 318,000 | ||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 28.29 | $ 32.37 | $ 28.56 | $ 32.37 | ||||||||
Vesting period (in years) | 3 years | |||||||||||
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 | |||||||||||
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 | 4 years | ||||||||||
Minimum | Common Class A | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 41.90 | |||||||||||
Minimum | Common Class A | The Omnibus Plan | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 32.74 | |||||||||||
Maximum | Common Class A | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 42.25 | |||||||||||
Maximum | Common Class A | The Omnibus Plan | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 34.84 | |||||||||||
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) | 772,642 | |||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 45.85 | |||||||||||
Vesting after third year | Common Class A | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expected to vest | 203,160 | |||||||||||
Vesting period (in years) | 3 years | |||||||||||
Vesting after second year | Common Class A | Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expected to vest | 681,410 | |||||||||||
Vesting period (in years) | 4 years |
Equity-Based Compensation - 94
Equity-Based Compensation - Restricted Stock Transactions (Details) - $ / shares | Feb. 03, 2017 | Feb. 03, 2016 | Dec. 21, 2015 | May 26, 2015 | May 20, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
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] | ||||||||||
Granted (in shares) | 884,570 | 98,194 | ||||||||
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) | $ 37.90 | $ 38.31 | ||||||||
Forfeitures, weighted average grant date fair value (in dollars per share) | $ 34.23 | |||||||||
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) | 2,908,374 | 3,914,344 | 0 | |||||||
Converted (in shares) | 7,994,215 | 7,994,215 | ||||||||
Granted (in shares) | 799,748 | 318,000 | 44,898 | 982,764 | 844,646 | 318,000 | ||||
Canceled (in shares) | (127,801) | (57,484) | (16,850) | |||||||
Vested (in shares) | (2,181,626) | (1,793,132) | (4,381,021) | |||||||
Outstanding shares, Balance December 31, 2015 (in shares) | 2,908,374 | 1,581,711 | 2,908,374 | 3,914,344 | ||||||
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) | $ 28.29 | $ 32.37 | $ 28.56 | $ 32.37 | ||||||
Converted in period, weighted average grant date fair value (in dollars per share) | $ 24.50 | |||||||||
Outstanding (in usd per share) | $ 34.48 | |||||||||
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 | |||||||||
Maximum | Restricted Stock | Common Class A | ||||||||||
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) | $ 42.25 | |||||||||
Maximum | The Omnibus Plan | Restricted Stock | Common Class A | ||||||||||
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) | $ 34.84 | |||||||||
Maximum | BKLS LLC Profit Interests Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Forfeitures, weighted average grant date fair value (in dollars per share) | 3.77 | |||||||||
Minimum | Restricted Stock | Common Class A | ||||||||||
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) | $ 41.90 | |||||||||
Minimum | The Omnibus Plan | Restricted Stock | Common Class A | ||||||||||
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) | $ 32.74 | |||||||||
Minimum | BKLS LLC Profit Interests Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
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 | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 20, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 18.9 | $ 12.4 | $ 11.4 | |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 6 | $ 5.8 | $ 5 | |
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 Sharring Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | $ 5.8 | $ 5.5 | $ 5.2 |
Income Taxes - Additional Info
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 26, 2015 | |
Income Taxes [Line Items] | |||||
Contingent tax liability for uncertain tax positions | $ 8,300,000 | ||||
Effective tax rate (as a percent) | (32.10%) | 16.20% | 14.00% | ||
Net deferred tax liability | $ 224,600,000 | $ 7,900,000 | |||
Unrecognized tax benefits | 8,300,000 | 0 | $ 0 | ||
Net operating loss carryovers | 1,300,000 | 0 | |||
Distributions to members | $ 75,300,000 | $ 48,600,000 | $ 17,400,000 | ||
Federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% | ||
Tax benefit from reform | $ 110,900,000 | ||||
Effect of Tax Cuts and Jobs Act (as a percent) | (57.60%) | (0.00%) | (0.00%) | ||
IPO | BKFS Operating LLC | |||||
Income Taxes [Line Items] | |||||
Ownership interest in consolidated subsidiary (as a percent) | 44.50% | ||||
Subsequent Event | |||||
Income Taxes [Line Items] | |||||
Federal statutory rate (as a percent) | 21.00% | ||||
Non-cash Transaction [Member] | |||||
Income Taxes [Line Items] | |||||
Other | $ 292,500,000 |
Income Taxes - Income Tax Expe
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 10.4 | $ 15.3 | $ 0.5 |
State | 5.3 | 6 | 0.7 |
Foreign | 0.9 | 1 | 0.4 |
Total current | 16.6 | 22.3 | 1.6 |
Deferred: | |||
Federal | (87.5) | 5 | 11.3 |
State | 9.1 | (1.1) | 0.5 |
Deferred Foreign Income Tax Expense (Benefit) | 0 | (0.4) | 0 |
Total deferred | (78.4) | 3.5 | 11.8 |
Total income tax (benefit) expense | $ (61.8) | $ 25.8 | $ 13.4 |
Income Taxes - Reconciliation
Income Taxes - Reconciliation of Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit (as a percent) | 2.90% | 2.00% | 1.30% |
Noncontrolling interest (as a percent) | (13.70%) | (19.20%) | (14.90%) |
Partnership income not subject to tax (as a percent) | (0.00%) | (0.00%) | (7.70%) |
Tax credits (as a percent) | (0.60%) | (0.60%) | (0.30%) |
Transaction costs (as a percent) | 1.40% | 0.00% | 0.00% |
Domestic production activities deduction | (0.50%) | (1.10%) | (0.00%) |
Effect of Tax Cuts and Jobs Act (as a percent) | (57.60%) | (0.00%) | (0.00%) |
Other (as a percent) | 1.00% | 0.10% | 0.60% |
Effective tax rate (as a percent) | (32.10%) | 16.20% | 14.00% |
Income Taxes - Components of D
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Deferred revenues | $ 26.7 | $ 0 |
Net operating loss carryovers | 1.3 | 0 |
State income tax | 0 | 1.6 |
Other | 12.8 | 0.4 |
Total deferred tax assets | 40.8 | 2 |
Deferred tax liabilities: | ||
Depreciation and amortization | (219.9) | 0 |
Deferred contract costs | (36.2) | 0 |
Partnership basis | 0 | (9.9) |
Other | (9.3) | 0 |
Total deferred tax liabilities | (265.4) | (9.9) |
Net deferred tax liability | $ (224.6) | $ (7.9) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance, January 1 | $ 0 | $ 0 |
Additions based on tax positions of prior years | 8,300,000 | 0 |
Balance, December 31 | $ 8,300,000 | $ 0 |
Concentrations of Risk - Addit
Concentrations of Risk - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Customer Concentration Risk | Sales Revenue, Net | Customer 1 | |||
Concentration Risk [Line Items] | |||
Concentration risk (in percent) | 12.00% | 12.00% | 12.00% |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) - segment | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Number of segments | 2 | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,051.6 | $ 1,026 | $ 930.7 |
Operating expenses | 569.5 | 582.6 | 538.2 |
Depreciation and amortization | 206.5 | 208.3 | 194.3 |
Transition and integration costs | 13.1 | 2.3 | 8 |
Operating income | 262.5 | 232.8 | 190.2 |
Interest expense | (57.5) | (67.6) | (89.8) |
Other expense, net | (12.6) | (6.4) | (4.6) |
Earnings before income taxes | 192.4 | 158.8 | 95.8 |
Income tax (benefit) expense | (61.8) | 25.8 | 13.4 |
Net earnings from continuing operations | 254.2 | 133 | 82.4 |
Balance sheet data: | |||
Total assets | 3,655.9 | 3,762 | 3,703.7 |
Goodwill | 2,306.8 | 2,303.8 | 2,220.1 |
Earnings Before Interest, Taxes, Depreciation, and Amortization | 469 | 441.1 | 384.5 |
Operating Segments | Software Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues | 893.8 | 855.8 | 765.8 |
Operating expenses | 370.8 | 368 | 341.4 |
Depreciation and amortization | 98.9 | 106.2 | 93.3 |
Transition and integration costs | 0 | 0 | 0 |
Operating income | 424.1 | 381.6 | 331.1 |
Balance sheet data: | |||
Total assets | 3,175.9 | 3,196.7 | 3,126.7 |
Goodwill | 2,115 | 2,112 | 2,048 |
Earnings Before Interest, Taxes, Depreciation, and Amortization | 523 | 487.8 | 424.4 |
Operating Segments | Data and Analytics | |||
Segment Reporting Information [Line Items] | |||
Revenues | 162.3 | 177.5 | 174.3 |
Operating expenses | 130.4 | 151 | 145.5 |
Depreciation and amortization | 15.1 | 8.8 | 7.2 |
Transition and integration costs | 0 | 0 | 0 |
Operating income | 16.8 | 17.7 | 21.6 |
Balance sheet data: | |||
Total assets | 352.3 | 355.6 | 312.1 |
Goodwill | 191.8 | 191.8 | 172.1 |
Earnings Before Interest, Taxes, Depreciation, and Amortization | 31.9 | 26.5 | 28.8 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | (4.5) | (7.3) | (9.4) |
Operating expenses | 68.3 | 63.6 | 51.3 |
Depreciation and amortization | 92.5 | 93.3 | 93.8 |
Transition and integration costs | 13.1 | 2.3 | 8 |
Operating income | (178.4) | (166.5) | (162.5) |
Balance sheet data: | |||
Total assets | 127.7 | 209.7 | 264.9 |
Goodwill | 0 | 0 | 0 |
Earnings Before Interest, Taxes, Depreciation, and Amortization | $ (85.9) | $ (73.2) | $ (68.7) |