Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 25, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37394 | ||
Entity Registrant Name | Black Knight, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-5265638 | ||
Entity Address, Address Line One | 601 Riverside Avenue | ||
Entity Address, City or Town | Jacksonville | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32204 | ||
City Area Code | 904 | ||
Local Phone Number | 854-5100 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | BKI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,908,979,941 | ||
Entity Common Stock, Shares Outstanding | 156,799,773 | ||
Documents Incorporated by Reference | The information in Part III hereof is incorporated by reference to certain information from the registrant's definitive proxy statement for the 2020 annual meeting of shareholders. The registrant intends to file the proxy statement within 120 days after the close of the fiscal year that is the subject of this Report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001627014 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 34.7 | $ 15.4 |
Trade receivables, net | 182.2 | 175.1 |
Prepaid expenses and other current assets | 70.4 | 64.8 |
Receivables from related parties | 0 | 0.2 |
Total current assets | 287.3 | 255.5 |
Property and equipment, net | 163.1 | 176.9 |
Computer software, net | 498.3 | 406 |
Other intangible assets, net | 692.3 | 150 |
Goodwill | 3,613.4 | 2,361.4 |
Investments in unconsolidated affiliates | 470.5 | 294.9 |
Deferred contract costs, net | 172.3 | 159.3 |
Other non-current assets | 193.3 | 158.8 |
Total assets | 6,090.5 | 3,962.8 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 88.1 | 65.3 |
Accrued compensation and benefits | 79.3 | 65.5 |
Current portion of debt | 73 | 79.1 |
Deferred revenues | 50.9 | 50.9 |
Total current liabilities | 291.3 | 260.8 |
Deferred revenues | 92.7 | 98 |
Deferred income taxes | 284 | 185.3 |
Long-term debt, net of current portion | 2,121.9 | 1,465.1 |
Other non-current liabilities | 94.9 | 55.1 |
Total liabilities | 2,884.8 | 2,064.3 |
Commitments and contingencies (Note 14) | ||
Redeemable noncontrolling interests | 578 | 0 |
Equity: | ||
Common stock; $0.0001 par value; 550,000,000 shares authorized; 160,085,413 shares issued and 157,014,712 shares outstanding as of December 31, 2020, and 153,062,920 shares issued and 149,697,754 shares outstanding as of December 31, 2019 | 0 | 0 |
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2020 and 2019 | 0 | 0 |
Additional paid-in capital | 2,053.7 | 1,586.8 |
Retained earnings (accumulated deficit) | 757.4 | 490.6 |
Accumulated other comprehensive loss | (38.8) | (20.2) |
Treasury stock, at cost, 3,070,701 shares as of December 31, 2020 and 3,365,166 shares as of December 31, 2019 | (144.6) | (158.7) |
Total shareholders' equity | 2,627.7 | 1,898.5 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | $ 6,090.5 | $ 3,962.8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 160,085,413 | 153,062,920 |
Common stock, shares outstanding (in shares) | 157,014,712 | 149,697,754 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in share) | 0 | 0 |
Treasury stock (in shares) | 3,070,701 | 3,365,166 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Earnings - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Statement [Abstract] | ||||
Revenues | $ 1,238.5 | $ 1,177.2 | $ 1,114 | |
Expenses: | ||||
Operating expenses | 669.6 | 646 | 625.4 | |
Depreciation and amortization | 270.7 | 236.2 | 217 | |
Transition and integration costs | 31.4 | 5.4 | 6.6 | |
Total expenses | 971.7 | 887.6 | 849 | |
Operating income | 266.8 | 289.6 | 265 | |
Other income and expense: | ||||
Interest expense, net | (62.9) | (63.5) | (51.7) | |
Other income (expense), net | 16.4 | (1.4) | (7.1) | |
Total other expense, net | (46.5) | (64.9) | (58.8) | |
Earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 220.3 | 224.7 | 206.2 | |
Income tax expense | 41.6 | 41.9 | 37.7 | |
Earnings before equity in earnings (losses) of unconsolidated affiliates | 178.7 | 182.8 | 168.5 | |
Equity in earnings (losses) of unconsolidated affiliates, net of tax | 67.1 | (74) | 0 | |
Net earnings | 245.8 | 108.8 | 168.5 | |
Net losses attributable to redeemable noncontrolling interests | 18.3 | 0 | 0 | |
Net earnings attributable to Black Knight | 264.1 | 108.8 | 168.5 | |
Other comprehensive (loss) earnings: | ||||
Unrealized holding losses, net of tax(1) | [1] | (23.9) | (18) | (0.7) |
Reclassification adjustments for losses included in net earnings, net of tax | [2] | 12.2 | 0 | (2.7) |
Total unrealized losses on interest rate swaps, net of tax | (11.7) | (18) | (3.4) | |
Foreign currency translation adjustment | [3] | (0.1) | (0.1) | (0.2) |
Unrealized losses on investments in unconsolidated affiliates(4) | [4] | (6.8) | (3.4) | 0 |
Other comprehensive loss | (18.6) | (21.5) | (3.6) | |
Comprehensive earnings | 227.2 | 87.3 | 164.9 | |
Net losses attributable to redeemable noncontrolling interests | 18.3 | 0 | 0 | |
Comprehensive earnings attributable to Black Knight | $ 245.5 | $ 87.3 | $ 164.9 | |
Net earnings per share attributable to Black Knight common shareholders: | ||||
Basic (in dollars per share) | $ 1.74 | $ 0.74 | $ 1.14 | |
Diluted (in dollars per share) | $ 1.73 | $ 0.73 | $ 1.14 | |
Weighted average shares of Class A common stock outstanding | ||||
Basic (in shares) | 152 | 147.7 | 147.6 | |
Diluted (in shares) | 152.9 | 148.6 | 148.2 | |
[1] | Net of income tax benefit of $8.1 million, $6.1 million and $0.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. | |||
[2] | Amounts reclassified to net earnings relate to losses (gains) on interest rate swaps and are included in Interest expense, net above. Amounts are net of income tax expense of $4.1 million for the year ended December 31, 2020 and income tax benefit of $1.0 million for the year ended December 31, 2018. | |||
[3] | Net of income tax benefit of less than $0.1 million for the years ended December 31, 2020 and 2019 and income tax benefit of $0.1 million for the year ended December 31, 2018. | |||
[4] | Net of income tax benefit of $2.3 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Earnings Consolidated Statements of Operations and Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Derivatives qualifying as hedges, tax expense (benefit) | $ (8.1) | $ (6.1) | $ (0.2) |
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) | 4.1 | (1) | |
Foreign currency translation adjustment, tax | 0.1 | ||
Unrealized losses on investments in unconsolidated affiliates, tax | $ (2.3) | $ (1.1) |
Consolidated and Combined State
Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common stock | Common stockCumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | Additional paid-in capitalCumulative Effect, Period of Adoption, Adjusted Balance | Retained earnings | Retained earningsCumulative Effect, Period of Adoption, Adjustment | Retained earningsCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated other comprehensive loss | Accumulated other comprehensive lossCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive lossCumulative Effect, Period of Adoption, Adjusted Balance | Treasury stock | Treasury stockCumulative Effect, Period of Adoption, Adjusted Balance | Redeemable noncontrolling interests | Redeemable noncontrolling interestsCumulative Effect, Period of Adoption, Adjusted Balance | ||
Beginning balance at Dec. 31, 2017 | $ 1,708.8 | $ 11.2 | $ 1,720 | $ 1,593.6 | $ 1,593.6 | $ 201.4 | $ 11.2 | $ 212.6 | $ 3.9 | $ 3.9 | $ (90.1) | $ (90.1) | |||||||
Beginning balance (shares) at Dec. 31, 2017 | 153.4 | 153.4 | 2 | 2 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201802Member | ||||||||||||||||||
Grant of restricted shares of common stock | (52.2) | $ 52.2 | |||||||||||||||||
Grant of restricted shares of common stock (in shares) | (1.1) | ||||||||||||||||||
Forfeitures of restricted shares of common stock | 0.6 | $ (0.6) | |||||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.2) | ||||||||||||||||||
Tax withholding payments for restricted share vesting | $ (9.4) | (9.4) | 0 | ||||||||||||||||
Vesting of restricted shares granted from treasury stock | 0.7 | $ (0.7) | |||||||||||||||||
Purchases of treasury stock (share) | 3 | ||||||||||||||||||
Purchases of treasury stock | (141.5) | $ (141.5) | |||||||||||||||||
Equity based compensation expense | 50.7 | 50.7 | |||||||||||||||||
Net earnings (loss) | 168.5 | 168.5 | |||||||||||||||||
Net losses attributable to redeemable noncontrolling interests | 0 | ||||||||||||||||||
Foreign currency translation adjustment | (0.2) | [1] | (0.2) | ||||||||||||||||
Unrealized losses on interest rate swaps, net | (3.4) | (3.4) | |||||||||||||||||
Unrealized losses on investments in unconsolidated affiliates(4) | [2] | 0 | |||||||||||||||||
Receipt from finalization of tax distribution | 1.8 | 1.8 | |||||||||||||||||
Ending balance at Dec. 31, 2018 | 1,786.5 | 1,786.5 | 1,585.8 | 1,585.8 | 381.1 | (1) | 380.1 | 0.3 | $ 1 | 1.3 | $ (180.7) | $ (180.7) | |||||||
Ending balance (shares) at Dec. 31, 2018 | 153.2 | 153.2 | 3.9 | 3.9 | |||||||||||||||
Beginning balance at Dec. 31, 2017 | 1,708.8 | 11.2 | 1,720 | 1,593.6 | 1,593.6 | 201.4 | 11.2 | 212.6 | 3.9 | 3.9 | $ (90.1) | $ (90.1) | |||||||
Beginning balance (shares) at Dec. 31, 2017 | 153.4 | 153.4 | 2 | 2 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Purchases of treasury stock | (153.4) | ||||||||||||||||||
Ending balance at Dec. 31, 2019 | 1,898.5 | (1.1) | 1,897.4 | 1,586.8 | 1,586.8 | 490.6 | (1.1) | 489.5 | (20.2) | (20.2) | $ (158.7) | $ (158.7) | $ 0 | $ 0 | |||||
Ending balance (shares) at Dec. 31, 2019 | 153.1 | 153.1 | 3.4 | 3.4 | |||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 1,786.5 | 1,786.5 | 1,585.8 | 1,585.8 | 381.1 | (1) | 380.1 | 0.3 | $ 1 | 1.3 | $ (180.7) | $ (180.7) | |||||||
Beginning balance (shares) at Dec. 31, 2018 | 153.2 | 153.2 | 3.9 | 3.9 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||||||||||||||
Grant of restricted shares of common stock | (43.7) | $ 43.7 | |||||||||||||||||
Grant of restricted shares of common stock (in shares) | (0.9) | ||||||||||||||||||
Forfeitures of restricted shares of common stock | 3.1 | $ (3.1) | |||||||||||||||||
Forfeitures of restricted shares of Class A common stock (shares) | (0.1) | ||||||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | ||||||||||||||||||
Tax withholding payments for restricted share vesting | $ (15.9) | (15.9) | |||||||||||||||||
Vesting of restricted shares granted from treasury stock | 6.7 | $ (6.7) | |||||||||||||||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.1 | ||||||||||||||||||
Purchases of treasury stock (share) | 0.2 | ||||||||||||||||||
Purchases of treasury stock | (11.9) | $ (11.9) | |||||||||||||||||
Equity based compensation expense | 50.8 | 50.8 | |||||||||||||||||
Net earnings (loss) | 108.8 | 108.8 | |||||||||||||||||
Net losses attributable to redeemable noncontrolling interests | 0 | ||||||||||||||||||
Foreign currency translation adjustment | (0.1) | [1] | (0.1) | ||||||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 1.7 | 1.7 | |||||||||||||||||
Unrealized losses on interest rate swaps, net | (18) | (18) | |||||||||||||||||
Unrealized losses on investments in unconsolidated affiliates(4) | (3.4) | [2] | (3.4) | ||||||||||||||||
Ending balance at Dec. 31, 2019 | 1,898.5 | $ (1.1) | $ 1,897.4 | 1,586.8 | $ 1,586.8 | 490.6 | $ (1.1) | $ 489.5 | (20.2) | $ (20.2) | $ (158.7) | $ (158.7) | 0 | $ 0 | |||||
Ending balance (shares) at Dec. 31, 2019 | 153.1 | 153.1 | 3.4 | 3.4 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs (in shares) | 7.1 | ||||||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs | $ 484.2 | 484.2 | |||||||||||||||||
Grant of restricted shares of common stock | (24.9) | $ 24.9 | |||||||||||||||||
Grant of restricted shares of common stock (in shares) | (0.5) | ||||||||||||||||||
Forfeitures of restricted shares of common stock | 0.6 | $ (0.6) | |||||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | ||||||||||||||||||
Tax withholding payments for restricted share vesting | $ (22.4) | (22.4) | |||||||||||||||||
Vesting of restricted shares granted from treasury stock | 10.2 | $ (10.2) | |||||||||||||||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.2 | ||||||||||||||||||
Equity based compensation expense | 39.4 | 39.4 | |||||||||||||||||
Contributions received for redeemable noncontrolling interests in Optimal Blue Holdco, LLC | 578 | ||||||||||||||||||
Fair value adjustment to redeemable noncontrolling interests | (18.3) | (18.3) | 18.3 | ||||||||||||||||
Deferred income taxes recognized related to the contribution of Compass Analytics to Optimal Blue Holdco, LLC | (1.9) | (1.9) | |||||||||||||||||
Net earnings (loss) | 264.1 | 264.1 | |||||||||||||||||
Net losses attributable to redeemable noncontrolling interests | (18.3) | (18.3) | |||||||||||||||||
Foreign currency translation adjustment | (0.1) | [1] | (0.1) | ||||||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 3.8 | 3.8 | |||||||||||||||||
Unrealized losses on interest rate swaps, net | (11.7) | (11.7) | |||||||||||||||||
Unrealized losses on investments in unconsolidated affiliates(4) | (6.8) | [2] | (6.8) | ||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 2,627.7 | $ 2,053.7 | $ 757.4 | $ (38.8) | $ (144.6) | $ 578 | |||||||||||||
Ending balance (shares) at Dec. 31, 2020 | 160.1 | 3.1 | |||||||||||||||||
[1] | Net of income tax benefit of less than $0.1 million for the years ended December 31, 2020 and 2019 and income tax benefit of $0.1 million for the year ended December 31, 2018. | ||||||||||||||||||
[2] | Net of income tax benefit of $2.3 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively. |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 245.8 | $ 108.8 | $ 168.5 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 270.7 | 236.2 | 217 |
Amortization of debt issuance costs and original issue discount | 3.4 | 2.9 | 3.1 |
Loss on extinguishment of debt, net | 0 | 0 | 5.8 |
Deferred income taxes, net | (20.6) | (3.7) | (7.5) |
Equity in (earnings) losses on unconsolidated affiliates, net of tax | (67.1) | 74 | 0 |
Equity-based compensation | 39.4 | 50.8 | 50.9 |
Changes in assets and liabilities, net of acquired assets and liabilities: | |||
Trade and other receivables, including receivables from related parties | 7.5 | 7.4 | 44.5 |
Prepaid expenses and other assets | (3.2) | (0.9) | (41.5) |
Deferred revenues | (46.9) | (40.9) | (44.8) |
Deferred contract costs | (20.7) | (15.6) | (6.4) |
Trade accounts payable and other liabilities | 7.1 | (40.7) | 45.9 |
Net cash provided by operating activities | 415.4 | 378.3 | 435.5 |
Cash flows from investing activities: | |||
Additions to property and equipment | (23.9) | (22.4) | (30) |
Additions to computer software | (89.3) | (81.5) | (73.1) |
Business acquisitions, net of cash acquired | (1,869.4) | (52.8) | (43.4) |
Investments in unconsolidated affiliate | (100) | (392.6) | 0 |
Proceeds from sale of investment in unconsolidated affiliate | 8.4 | 0 | 0 |
Asset acquisition | (15) | 0 | 0 |
Other investing activities | 0 | (1.7) | 2.4 |
Net cash used in investing activities | (2,089.2) | (551) | (144.1) |
Cash flows from financing activities: | |||
Net proceeds from issuance of common stock, before offering expenses | 484.6 | 0 | |
Costs directly associated with issuance of common stock | (0.4) | 0 | 0 |
Issuance of senior unsecured notes, net of original issue discount | 990 | 0 | 0 |
Revolver borrowings | 600.6 | 876 | 676.9 |
Revolver payments | (862.9) | (648.5) | (649.4) |
Term loan borrowings | 0 | 0 | 258.6 |
Term loan payments | (54.7) | (31.3) | (418.5) |
Contributions received for redeemable noncontrolling interests | 578 | 0 | 0 |
Purchases of treasury stock | 0 | (11.9) | (141.5) |
Receipt from finalization of tax distribution | 0 | 0 | 1.8 |
Finance lease payments | (13) | 0 | 0 |
Tax withholding payments for restricted share vesting | (22.4) | (15.9) | (9.4) |
Debt issuance costs | (2.4) | 0 | (5.8) |
Other financing activities | (4.3) | (0.6) | 0 |
Net cash provided by (used in) financing activities | 1,693.1 | 167.8 | (287.3) |
Net increase (decrease) in cash and cash equivalents | 19.3 | (4.9) | 4.1 |
Cash and cash equivalents, beginning of period | 15.4 | 20.3 | 16.2 |
Cash and cash equivalents, end of period | $ 34.7 | $ 15.4 | $ 20.3 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Cash Flows Consolidated and Combined Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental cash flow information: | |||
Interest paid, net | $ (46.8) | $ (59.9) | $ (48) |
Income taxes paid, net | $ (52.5) | $ (51.6) | $ (32.8) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
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. Description of Business We are a leading provider of integrated software, data and analytics solutions to the mortgage and consumer loan, real estate and capital markets verticals. Our solutions facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. We are committed to being a premier business partner that clients rely on to achieve their strategic goals, realize greater success and better serve their customers by delivering best-in-class software, services and insights with a relentless commitment to excellence, innovation, integrity and leadership. Reporting Segments We conduct our operations through two reporting segments, (1) Software Solutions and (2) Data and Analytics. See further discussion in Note 21 — Segment Information . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 The consolidated financial statements include the accounts of BKI, its wholly-owned subsidiaries and non-wholly owned subsidiaries in which we have a controlling financial interest either through voting rights or means other than voting rights. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our consolidated balance sheets as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Consolidated Statements of Earnings and Comprehensive Earnings as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight. We consolidate variable interest entities (“VIEs”) if we are considered the primary beneficiary because we have (a) the power to direct matters that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For VIEs where we are not the primary beneficiary, we use the equity method of accounting to report their results. The determination of the primary beneficiary involves judgment. Refer to the “Investments in Unconsolidated Affiliates” section below for additional information related to our equity method investments. Optimal Blue Holdco, LLC (“Optimal Blue Holdco”), a non-wholly owned subsidiary, is considered a VIE. We are the primary beneficiary of Optimal Blue Holdco through our controlling interest and our rights established in the Amended and Restated Limited Liability Company Agreement of Optimal Blue Holdco dated September 15, 2020 (the “OB Holdco LLC Agreement”). The OB Holdco LLC Agreement was amended on November 24, 2020 to reflect the issuance of Class B units (“OB PIUs”), but this amendment did not affect the controlling interest and our rights established in the OB Holdco LLC Agreement. As such, we control Optimal Blue Holdco and its subsidiaries and consolidate its financial position and results of operations. Intercompany transactions between us and Optimal Blue Holdco and its subsidiaries are eliminated in consolidation. Refer to the “Redeemable Noncontrolling Interests” section below and Note 3 — Business Acquisitions for additional information. Management Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates. Cash and Cash Equivalents Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities. Cash and cash equivalents are unrestricted and include the following (in millions): December 31, 2020 2019 Cash $ 27.1 $ 8.2 Cash equivalents 7.6 7.2 Cash and cash equivalents $ 34.7 $ 15.4 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 credit losses is as follows (in millions): December 31, 2020 2019 Trade receivables — billed $ 136.4 $ 136.6 Trade receivables — unbilled 47.9 39.8 Trade receivables 184.3 176.4 Allowance for credit losses (2.1) (1.3) Trade receivables, net $ 182.2 $ 175.1 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 based on contractual terms. Refer to Note 11 — Other Non-Current Assets. Allowance for Credit Losses We record our billed and unbilled trade receivables and contract assets at their amortized cost less an allowance for estimated credit losses that are not expected to be recovered over the assets' remaining lifetime based on management’s expectation of collectability. We base our estimate on multiple factors including historical experience with bad debts, our relationship with our clients and their credit quality, the aging of respective asset balances, current macroeconomic conditions and management’s expectations of conditions in the future. Our allowance for expected credit losses is based on management’s assessment of the collectability of assets with similar risk characteristics. We pool our respective asset balances based on risk characteristics primarily related to financial asset type, extent of client relationship, product/solution, business division and delinquency status. Subsequent changes in the allowance are recorded in Operating expenses. We write off trade receivables in the period when the likelihood of collection of a trade receivable balance is considered remote. The rollforward of allowance for credit losses for Trace Receivables, net is as follows (in millions): Year ended December 31, 2020 2019 2018 Beginning balance $ (1.3) $ (1.3) $ (1.9) Effect of ASU 2016-13 adoption (1) (0.5) — — Bad debt expense (1.2) (1.6) (0.6) Write-offs, net of recoveries 0.9 1.6 1.2 Ending balance $ (2.1) $ (1.3) $ (1.3) _______________________________________________________ (1) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments — Credit Losses , as well as several other related updates. Refer to section "Recent Accounting Pronouncements" below for details. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in millions): December 31, 2020 2019 Prepaid expenses $ 39.7 $ 37.1 Contract assets, net 20.9 19.5 Other current assets 9.8 8.2 Prepaid expenses and other current assets $ 70.4 $ 64.8 Contract Assets A contract asset represents our expectation of receiving consideration in exchange for products or services that we have transferred to our client. Contract assets and liabilities, or deferred revenues, are determined and presented on a net basis at the contract level since the rights and obligations in a contract with a client are interdependent. In contrast, a receivable is our right to consideration that is unconditional except for the passage of time required before payment of that consideration is due. The difference in timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, contract assets and deferred revenues from client advances and deposits. We account for receivables in accordance with Accounting Standards Codification ("ASC") Topic 310, Receivables , and assess both contract assets and receivables for impairment in accordance with the guidance. There were no impairment charges related to contract assets for the years presented. Our short-term contract assets are included in Prepaid expenses and other current assets in our Consolidated Balance Sheets. Our long-term contract assets are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . Property and Equipment, Net Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 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 internally developed software, purchased software, software acquired in business combinations and asset acquisitions, less accumulated amortization. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line method over its remaining estimated useful life, ranging from 3 to 10 years. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, ranging from 3 to 7 years. Internal development costs are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Marketed , or ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . Judgment is required in determining the classification of our development costs under these two topics, especially for development of new software products in which marketing strategies may still be in development. We may rely on past practice in cases where that provides the best evidence. For computer software products to be sold, leased or marketed, all costs incurred to establish technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers' salaries, related payroll costs and costs of independent contractors, are capitalized and amortized on a product-by-product basis commencing on the date of general release to clients. We do not capitalize any costs once the product is available for general release to clients. Judgment is required in determining when technological feasibility of a product is established. The timing of when various research and development projects become technologically feasible or ready for release can cause fluctuations in the amount of research and development costs that are expensed or capitalized in any given period. Generally, we amortize capitalized costs on a straight-line basis. However, we use an accelerated amortization method equal to the ratio of revenues generated by the software solution in the current year as a percentage of the estimated current and future revenues over its estimated useful life if that ratio is greater than the percentage to be amortized using the straight-line method. The estimated remaining software life generally ranges from 5 to 10 years. 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 commencing on the date the product is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded using the straight-line method over the software's estimated useful life, generally ranging from 5 to 7 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. Other Intangible Assets, Net Other intangible assets, net consist primarily of client relationships that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis, less accumulated amortization. Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 3 to 10 years from the acquisition date using either a straight-line or accelerated method. Client relationships are amortized using an accelerated method that takes into consideration expected client 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 11 — 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 presented. Goodwill Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. Goodwill is tested for impairment at the reporting unit level. In evaluating the recoverability of goodwill, we consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit's last quantitative test, and other factors to determine whether or not to first perform a qualitative test. When performing an annual goodwill impairment analysis based on a review of qualitative factors, we evaluate if events and circumstances exist that lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. The quantitative test includes determining the fair value of a reporting unit based on a weighted average of multiple valuation methods, primarily a combination of an income approach and a market approach, which are Level 3 and Level 2 inputs, respectively. The income approach includes the present value of estimated future cash flows, while the market approach uses earnings multiples of similar guideline public companies. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired and further testing is not required. We did not have any events or circumstances indicating impairment of our goodwill during the years presented. Investments in Unconsolidated Affiliates Investments in entities that we have the ability to exercise significant influence over, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, investments are recorded at the initial cost and are adjusted for subsequent additional investments and our share of earnings or losses and distributions. We record our share of equity-based compensation expense of unconsolidated affiliates as an adjustment to our investment with a related adjustment to our equity. Star Parent, L.P. (“Star Parent”), a former non-wholly owned subsidiary (and former parent of Dun & Bradstreet Holdings, Inc. (“DNB”)), was considered a VIE. For the 2019 and 2020 periods in which we had a minority interest in Star Parent, we were a limited partner and did not have the power to direct the activities that most significantly affected Star Parent's economic performance. We did not provide any implicit or explicit liquidity guarantees or principal value guarantees to Star Parent. For these reasons, we were not the primary beneficiary and accounted for our investment using the equity method of accounting. Our investment in Star Parent was recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses were recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. On July 6, 2020, our investment in Star Parent was exchanged for an investment in DNB in conjunction with their initial public offering (“DNB IPO”). We own less than 20% of DNB but are considered to have the ability to exercise significant influence, but not control, primarily through a combination of our investment in DNB, an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the DNB IPO and our shared Chief Executive Officer. For these reasons, we account for our investment using the equity method of accounting. Our investment in DNB is recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses are recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to Note 4 – Investments in Unconsolidated Affiliates for additional information. Deferred Contract Costs, Net We capitalize incremental contract acquisition costs that relate directly to an existing contract or a specific anticipated contract, and are expected to be recovered. Costs that would have been incurred regardless of whether the contract was obtained are expensed as incurred. As a practical expedient, we expense incremental costs of obtaining a contract if the amortization period of the asset would be one year or less. We also consider whether to capitalize costs to fulfill a contract that may be incurred before we commence performance on an obligation. These costs represent incremental, recoverable external costs and certain internal costs that are directly related to the contract and are primarily associated with costs of resources involved in installation of systems, processes and data conversion. Deferred contract costs are amortized on a systematic basis consistent with the transfer to the client of the solutions or services to which the asset relates. We consider the explicit term of the contract with the client, expected renewals and the rate of change related to our solutions in determining the amortization period, which ranges from 5 to 10 years. In the event indications exist that a deferred contract cost asset related to a particular contract may not be recoverable, undiscounted estimated cash flows of the total period over which economic benefits for providing the related products or services are expected to be received are projected and compared to the unamortized deferred contract cost balance. If the projected cash flows and any unrecognized revenues are not adequate to recover the unamortized cost, an impairment charge would be recorded to reduce the carrying amount to the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. Amortization expense for deferred contract costs is included in Depreciation and amortization in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to the "Depreciation and Amortization" section below. Leases We determine if an arrangement is a lease at contract inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments according to the arrangement. Operating and finance lease right-of-use assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. We use the implicit rate when it is readily determinable. Otherwise, we use our incremental borrowing rate based on the information available as of the commencement date in determining the present value of lease payments. The lease term we use for the valuation of our right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the expected lease term. From time to time, we may abandon one or more of our leased assets. Upon abandonment, we accelerate the amortization of right-of-use assets within lease expense. Right-of-use assets and lease liabilities are recognized for our leases. Right-of-use assets for our operating leases are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . Right-of-use assets for our finance leases are included in Property and equipment, net in our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment . For discussion of our operating and finance lease liabilities refer to Note 12 — Long-Term Debt and Note 15 — Leases . 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. Trade accounts payable and other accrued liabilities consist of the following (in millions): December 31, 2020 2019 Income taxes payable $ 13.6 $ 5.5 Lease liabilities, current 13.5 12.3 Accrued interest 12.8 0.2 Other taxes payable and accrued 10.7 6.6 Trade accounts payable 8.9 13.0 Other 28.6 27.7 Trade accounts payable and accrued liabilities $ 88.1 $ 65.3 Deferred Revenues Deferred revenues, or contract liabilities, represent our obligation to transfer products or services to our client for which we have received consideration, or an amount of consideration is due, from the client. During the years ended December 31, 2020, 2019 and 2018, revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $49.5 million, $55.9 million and $51.7 million, respectively. Deferred Compensation Plan Certain management-level employees of Black Knight are participants in the Black Knight Deferred Compensation Plan. Participant benefits are provided by a funded rabbi trust. The compensation withheld from the participants, together with investment income, is recorded as a deferred compensation obligation to participants. The assets of the funded rabbi trust are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . As of December 31, 2020 and 2019, $19.3 million and $14.6 million, respectively, of the related liability is included in Other non-current liabilities on the Consolidated Balance Sheets. As of each December 31, 2020 and 2019, $0.9 million of the related liability is included in Trade accounts payable and other accrued liabilities on the Consolidated Balance Sheets. 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. Refer to Note 14 — Commitments and Contingencies . Legal fees are expensed as incurred. Redeemable Noncontrolling Interests Redeemable noncontrolling interests represent the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). We have call rights on THL's and Cannae’s equity interests in Optimal Blue Holdco that are exercisable beginning September 15, 2023 at a call price equal to the greater of (i) the fair market value of such interests and (ii) an amount that would result in the multiple of THL’s or Cannae’s return on investment to equal 2.0, as applicable. In addition, THL and Cannae have the right to put their respective interests in Optimal Blue Holdco at a price equal to the fair market value of such interests to (i) Optimal Blue Holdco if there is a change of control of Black Knight or (ii) Optimal Blue Holdco, Black Knight Technologies ("BKT") or Black Knight that are exercisable beginning September 15, 2023. We have the option to satisfy the purchase price in connection with the exercise of any put or call right either in cash or Black Knight common stock other than a put in connection with a change of control of Black Knight, in which case the purchase price is payable only in cash. The equity interests will be settled at the current fair market value, at the time we either provide notice of the call election or receive notice of the put election, as determined by the parties or by a third party appraisal under the terms of OB Holdco LLC Agreement. As these redeemable noncontrolling interests provide for redemption features not solely within our control, they are presented on our Consolidated Balance Sheets outside of shareholders' equity. We recognize any changes in the redemption price related to these redeemable noncontrolling interests as they occur through Additional paid-in capital. Treasury Shares Shares held in treasury are at cost. We charge the cost in excess of par value to Retained earnings when we cancel or retire treasury shares. Revenues We recognize revenues primarily relating to software and hosting solutions, professional services and data solutions. We are often party to multiple concurrent contracts or contracts that combine multiple solutions and services. These situations require judgment to determine if multiple contracts should be combined and accounted for as a single arrangement. In making this determination, we consider (i) the economics of each individual contract and whether or not it was negotiated on a standalone basis and (ii) if multiple promises represent a single performance obligation. Many times these arrangements include offerings from more than one segment to the same client. At contract inception, we assess the performance obligations, or deliverables, we have agreed to provide in the contract and determine if they are individually distinct or if they should be combined with other performance obligations. We combine performance obligations when an individual performance obligation does not have standalone value to our client. For example, we typically combine the delivery of complex, proprietary implementation-related professional services with the delivery of the related software solution. Contract modifications require judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract or (iii) a cumulative catch-up adjustment to the original contract. When evaluating contract modifications, we must identify the performance obligations of the modified contract and determine both the allocation of revenues to the remaining performance obligations and the period of recognition for each identified performance obligation. We include any fixed consideration within our contracts as part of the total transaction price. Generally, we include an estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not include taxes collected from clients and remitted to governmental authorities. The transaction price is allocated to our performance obligations in proportion to their relative standalone selling prices (“SSP”). SSP is the price for which we would sell a distinct solution or service separately to a client and is determined at contract inception. For a majority of our revenues, we have observable selling prices for our related solutions and services. However, if observable selling prices are not available, establishing SSP requires significant judgment. The estimated SSP considers all reasonably available information, including market conditions, demands, trends, our specific factors and information about the client or class of client. The adjusted market approach is generally used for new solutions and services or when observable inputs are limited or not available. The following describes the nature of our primary sources of revenue and the related revenue recognition policies: Software and Hosting Solutions Revenues Software and hosting solutions revenues are primarily comprised of software as a service (“SaaS”) offerings for various systems that perform processing and workflow management as well as provide data and analytics. To a lesser extent, we sell software licenses where hosting services may or may not be included in the arrangement. Contracts for software and hosting solutions typically span five to seven years. For our SaaS offerings, we promise our clients to stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of processing services for a specified term. For this reason, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy these performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. We evaluate our variable payment terms related to these revenues, and they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to and recognized on the day in which we perform the related services. Fixed fees for processing services are generally recognized ratably over the contract period. Our software licenses generally have significant standalone functionality to our clients upon delivery. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. In conjunction with software licenses, we commonly provide our clients with additional services such as maintenance as well as associated implementation and other professional services related to the software license. Maintenance is typically comprised of technical support and unspecified updates and upgrades. We generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance. When a software license contract also includes professional services that provide significant modification or customization of the software license, we combine the software license and professional services into a single performance obligation, and revenues for the combined performance obligation are recognized as the professional services are provided consistent with the methods described below for professional services revenues. We have contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the client can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the client to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the client’s control to obtain a copy of the software, and hosting revenue is recognized using the time-elapsed output method as the service is provided. If the software license is not separately identifiable from the hosting service, then the related revenues for the combined performance obligation is recognized ratably over the hosting period. Professional Services Revenues Professional services revenues are generally comprised of implementation, conversion, programming, training and consulting services associated with our SaaS and licensed software agreements. Professional services such as training, dedicated teams and consulting services are generally distinct. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions 2020 Acquisitions During the year ended December 31, 2020, we completed the acquisitions of the equity interests of Collateral Analytics, LLC ("Collateral Analytics"), the technology assets and business of DocVerify and the equity interests of Optimal Blue, LLC and certain affiliates ("Optimal Blue"). None of these acquisitions met the definition of "significant" pursuant to Article 3 of Regulation S-X (§210.3-05) either individually or in the aggregate. Further details of each acquisition are discussed below. Allocation of purchase price The fair value of the acquired Computer software and Other intangible assets were primarily determined using a third-party valuation based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting the risk inherent in the future cash flows. Collateral Analytics and DocVerify Acquisitions On March 3, 2020, we completed the acquisition of Collateral Analytics, a provider of real estate products and tools to support appraisers, appraisal management companies, lenders, investors and government agencies. Collateral Analytics is reported within our Data and Analytics segment because it enhances our real estate solutions and automated valuation model offerings. On August 27, 2020, we completed the acquisition of DocVerify, a solution that provides proof of the integrity of digital documents, enabling organizations across a wide range of industries to streamline processes, safeguard sensitive information and reduce costs. DocVerify is reported within our Software Solutions segment and helps accelerate Black Knight’s goal of digitizing the entirety of the real estate and mortgage continuum as DocVerify’s trusted and proven digital document verification capabilities are integrated with Expedite ® Close, our digital closing platform. These acquisitions were not material individually or in the aggregate to our consolidated financial statements. Total consideration, net of cash acquired, was $73.5 million in the aggregate for Collateral Analytics and DocVerify. The total consideration was as follows (in millions): Cash paid $ 74.1 Contingent consideration 3.1 Less: cash acquired (3.7) Total consideration, net $ 73.5 The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed (in millions): Total consideration, net $ 73.5 Computer software $ 8.2 Other intangible assets 18.1 Goodwill 46.9 Other current and non-current assets 4.1 Total assets acquired 77.3 Total liabilities assumed 3.8 Net assets acquired $ 73.5 The Collateral Analytics purchase agreement requires us to pay additional cash consideration based on earnings before interest expense, income tax provision and depreciation and amortization ("EBITDA") over a three-year period beginning April 1, 2020. The DocVerify purchase agreement requires us to pay additional cash consideration based on revenues recognized over a two-year period beginning January 1, 2021. In accordance with ASC Topic 805, Business Combinations ("ASC 805"), we will recognize the majority of this consideration as compensation cost over the related period due to ongoing employment requirements. Refer to Note 13 — Fair Value Measurements for additional information. Estimated Useful Lives of Computer Software and Other Intangible Assets Acquired As of the acquisition dates, the preliminary gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired consisted of the following (dollars in millions): Gross carrying value Weighted average Computer software $ 8.2 5 Other intangible assets: Client relationships 16.4 10 Trade names 1.1 3 Non-compete agreements 0.6 4 Other intangible assets 18.1 Total gross carrying value $ 26.3 Optimal Blue Acquisition On July 26, 2020, we entered into a definitive equity purchase agreement with affiliates of private equity firm GTCR, LLC, to purchase Optimal Blue, a leading provider of secondary market solutions and actionable data services. We also entered into forward purchase agreements with Cannae and affiliates of THL (collectively, the "FPAs"), whereby Cannae and affiliates of THL agreed to each acquire 20% of the equity interests of a newly formed entity, Optimal Blue Holdco, for a purchase price of $289.0 million. Optimal Blue Holdco was formed for the purpose of acquiring Optimal Blue. On September 15, 2020, we completed a series of transactions and completed the acquisition of Optimal Blue. In connection with the acquisition of Optimal Blue, we contributed $762.0 million in cash and Compass Analytics, LLC ("Compass Analytics") to Optimal Blue Holdco. In addition, Black Knight InfoServ, LLC ("BKIS"), our indirect, wholly-owned subsidiary, provided $500.0 million in cash in exchange for a note with Optimal Blue Holdco (the "OB Holdco Note"). The OB Holdco Note bears interest at a rate of 6.125%, which is payable on a semi-annual basis beginning March 1, 2021, and matures on September 1, 2028. Immediately prior to the closing of the Optimal Blue acquisition, we, together with BKT, our indirect, wholly-owned subsidiary, Optimal Blue Holdco, Cannae and THL, entered into the OB Holdco LLC Agreement. As of December 31, 2020, we own 60% of Optimal Blue Holdco. Optimal Blue is reported within our Software Solutions segment because it enhances our robust set of software solutions and includes additional product, pricing and eligibility capabilities. Total consideration, net of cash acquired was approximately $1.8 billion for 100% of the equity interests in Optimal Blue. The total consideration was as follows (in millions): Cash paid $ 1,828.3 Less: cash acquired (29.3) Total consideration, net $ 1,799.0 The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed (in millions): Total consideration, net $ 1,799.0 Trade receivables $ 11.3 Computer software 79.7 Other intangible assets 610.8 Goodwill (Note 10) 1,206.0 Other current and non-current assets 13.3 Total assets acquired 1,921.1 Deferred income taxes 101.4 Current and other non-current liabilities 20.7 Total liabilities assumed 122.1 Net assets acquired $ 1,799.0 The fair value of Computer software, Other intangible assets, Goodwill and certain assumed liabilities, including estimated liabilities for pre-acquisition tax exposure, is preliminary and subject to adjustments as we complete our valuation process. For the year ended December 31, 2020, we incurred direct transaction costs of $15.0 million in connection with the acquisition of Optimal Blue. Transaction costs are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. For the period September 15, 2020 through December 31, 2020, Optimal Blue's revenues of $37.6 million and pre-tax loss of $19.0 million are included in our Consolidated Statements of Earnings and Comprehensive Earnings. Estimated Useful Lives of Computer Software and Other Intangible Assets Acquired As of the acquisition date, the preliminary gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired consisted of the following (dollars in millions): Gross carrying value Weighted average Computer software $ 79.7 5 Other intangible assets: Client relationships 602.5 10 Trade names 5.2 3 Non-compete agreements 3.1 5 Other intangible assets 610.8 Total gross carrying value $ 690.5 Unaudited Pro Forma Results Pursuant to ASC 805, unaudited pro forma results of operations for the years ended December 31, 2020 and 2019, assuming the acquisition had occurred as of January 1, 2019, are presented below (in millions, except per share amounts): Year ended December 31, 2020 2019 Revenues $ 1,320.0 $ 1,267.3 Net earnings $ 200.6 $ 4.3 The unaudited pro forma results include certain pro forma adjustments that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: • additional amortization expense that would have been recognized relating to the acquired intangible assets; • adjustments to interest expense to reflect the additional debt we incurred related to partially finance the acquisition; and • a reduction of expenses for acquisition-related transaction costs of $15.0 million for the year ended December 31, 2020. 2019 Acquisition On September 13, 2019, we completed the acquisition of Compass Analytics, a financial technology provider of advanced pricing and valuation solutions to support loan officers and capital market professionals. Compass Analytics is reported within our Software Solutions segment because this acquisition expands our footprint in capital markets, adds mortgage servicing rights valuation capabilities to our solutions and establishes end-to-end connectivity and pricing between originators and mortgage investors. Total consideration, net of cash received, was $61.8 million for 100% of the equity interests in Compass Analytics. Additionally, we incurred direct transaction costs of $0.2 million for the year ended December 31, 2019 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. During the year ended December 31, 2020, we recorded a measurement period adjustment of $0.9 million to reduce our estimated liabilities for pre-acquisition tax exposure. The purchase agreement requires us to pay additional cash consideration based on revenues recognized over a two-year period from the acquisition date. We recorded a contingent consideration liability of $9.0 million as part of the Compass Analytics acquisition. In accordance with ASC 805, the portion of the estimated payment that was not recognized as contingent consideration at the time of the acquisition will be expensed ratably over a two-year period due to an ongoing employment requirement. As of December 31, 2019, the amount of contingent consideration liability included in Trade accounts payable and other accrued liabilities was $4.2 million. As of December 31, 2019, the contingent consideration liability included in Other non-current liabilities in our Consolidated Balance Sheets was $4.8 million. The contingent consideration was subject to remeasurement at each reporting date until settlement. During 2020, an agreement related to the Compass Analytics contingent consideration payout was amended to a set contractual amount. As of December 31, 2020, $4.3 million was included in Trade accounts payable and other accrued liabilities related to the previous contingent consideration payout. Refer to Note 13 — Fair Value Measurements . 2018 Acquisitions HeavyWater On May 31, 2018, we completed our acquisition of HeavyWater, Inc. ("HeavyWater"), a provider of artificial intelligence and machine learning to the financial services industry. HeavyWater is reported within our Software Solutions segment. HeavyWater's AIVA SM solution reads, comprehends and draws conclusions based on context to mimic cognitive thinking and build expertise over time. HeavyWater's AIVA SM solution is being integrated into our premier solutions and allows clients to deploy artificial intelligence and machine learning within other parts of their organizations to help enhance efficiency, effectiveness and accuracy. Ernst On November 6, 2018, we completed the acquisition of Ernst Publishing Co., LLC and two related entities (collectively, "Ernst"), a provider of technology and closing cost data for the real estate and mortgage industries. Ernst is reported within our Software Solutions segment. Ernst's capabilities are being integrated in to our premier suite of origination solutions and augment our existing fee engine to create a unified access point for all fee-related needs. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates DNB Investment On August 8, 2018, an investment consortium (the “Consortium”) including Cannae, CC Capital Partners LLC, Bilcar, LLC and funds associated with THL along with other investors entered into equity commitments in connection with the acquisition of The Dun & Bradstreet Corporation, a Delaware corporation ("D&B"), a global leader in commercial data and analytics that provides various services helping companies improve their operational performance. Contemporaneously, D&B entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among D&B, Star Parent, L.P., a Delaware limited partnership ("Star Parent"), and Star Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Star Parent, pursuant to which, through a series of transactions, D&B would be a wholly-owned subsidiary of Star Parent (the "D&B Acquisition"). On January 24, 2019, we entered into an Assignment and Investment Agreement as part of the Consortium. On February 8, 2019, the Consortium completed the D&B Acquisition for $145.00 in cash for each share of D&B common stock then outstanding, which included our $375.0 million investment in Star Parent (the "February 2019 D&B Investment") funded through a borrowing on our revolving credit facility. On July 1, 2019, we invested an additional $17.6 million in Star Parent (together with the February 2019 D&B Investment, collectively, the “D&B Investment”) in exchange for our pro-rata share of additional limited partner interests issued by Star Parent related to D&B's acquisition of Lattice Engines, Inc. In connection with the D&B Investment, we were issued certain limited partner interests in Star Parent, representing approximately 18.1% of the outstanding common equity of Star Parent. Our maximum exposure related to our variable interests in Star Parent was limited to our investment and commitments to maintain our pro-rata share of limited partner interests. The table below summarizes the carrying amount of our investment and our maximum exposure related to our variable interests in Star Parent (in millions): December 31, 2019 Total assets Maximum exposure Investment in Star Parent $ 291.3 $ 291.3 DNB IPO and Private Placement On July 6, 2020, Dun & Bradstreet Holdings, Inc. ("DNB"), previously a wholly-owned subsidiary of Star Parent, closed its previously announced initial public offering of 90.0 million shares of common stock, which included 11.7 million shares of common stock issued pursuant to the exercise by the underwriters of their option to purchase additional shares in full (the "DNB IPO"). The DNB IPO was priced at $22.00 per share, resulting in gross proceeds to DNB of $2.4 billion when combined with $400.0 million of aggregate proceeds from a concurrent private placement offering (the "DNB Private Placement") and before deducting underwriting discounts and commissions and other offering expenses payable by DNB. Shares of DNB common stock began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "DNB" on July 1, 2020. On July 6, 2020, we invested $100.0 million in the DNB Private Placement. In connection with the closing of the DNB IPO and the DNB Private Placement, our limited partner interests in Star Parent were exchanged for 54.8 million shares of DNB common stock (the "DNB Investment"), which represents ownership of 13.0% of DNB. As of December 31, 2020, DNB's closing share price was $24.90, and the fair value of our investment in DNB was $1,365.8 million before tax. Summarized consolidated financial information for DNB (Successor) and Star Parent (Predecessor) is presented below (in millions): December 31, 2020 2019 Current assets $ 874.0 $ 417.9 Non-current assets 8,345.4 8,694.9 Total assets $ 9,219.4 $ 9,112.8 Current liabilities, including short-term debt $ 825.3 $ 1,090.4 Non-current liabilities 4,816.4 5,412.9 Total liabilities 5,641.7 6,503.3 Cumulative preferred series A stock — 1,030.6 Total equity 3,577.7 1,578.9 Total liabilities and shareholders' equity $ 9,219.4 $ 9,112.8 Year ended December 31, 2020 For the period Revenues $ 1,738.1 $ 1,413.9 Loss before provision for income taxes and equity in net income of affiliates $ (219.3) $ (540.0) Net loss $ (106.5) $ (425.8) Net loss attributable to DNB (Successor)/Star Parent $ (175.6) $ (546.3) The effective tax rate of DNB for the year ended December 31, 2020 differs by more than 5% from the applicable statutory federal income tax rate of 21.0%, primarily due to the impact of the CARES Act. The summarized consolidated financial information was obtained from the audited consolidated financial statements of DNB as of December 31, 2020 and for the year ended December 31, 2020, and from the audited consolidated financial statements of Star Parent as of December 31, 2019 and for the period February 8 to December 31, 2019. During years ended December 31, 2020 and 2019, we recorded equity in earnings related to our DNB Investment of $62.1 million, net of income tax expense of $21.0 million, and equity in losses related to our investment in Star Parent of $73.9 million, net of income tax benefit of $25.0 million, respectively. For the year ended December 31, 2020, Equity in earnings (losses) of unconsolidated affiliates, net of tax includes a non-cash gain of $88.2 million, net of income tax expense of $29.8 million as a result of the DNB IPO and concurrent DNB Private Placement. On January 8, 2021, DNB completed its acquisition of Bisnode Business Information Group AB (the "Bisnode acquisition"). In connection with the Bisnode acquisition, an additional 6.2 million shares were issued by DNB, which resulted in a decrease in our ownership interest in DNB to 12.8%. Other Investment On May 15, 2020, we sold our interest in an equity method investment and recognized a gain of $5.0 million, net of tax, which is included in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings for the year ended December 31, 2020. In connection with the sale, we received $8.4 million in cash at closing and recorded a long-term receivable of $1.8 million, which is included in Other non-current assets in our Consolidated Balance Sheets. The original investment was not material to Black Knight. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Diluted net earnings per share include the effect of unvested restricted stock awards. In 2020, the outstanding OB PIUs were excluded from the diluted earnings per share calculations because the effect of their inclusion was antidilutive. The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts): Year ended December 31, 2020 2019 2018 Basic: Net earnings attributable to Black Knight $ 264.1 $ 108.8 $ 168.5 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 152.0 147.7 147.6 Basic net earnings per share $ 1.74 $ 0.74 $ 1.14 Diluted: Net earnings attributable to Black Knight $ 264.1 $ 108.8 $ 168.5 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 152.0 147.7 147.6 Dilutive effect of unvested restricted shares of common stock 0.9 0.9 0.6 Weighted average shares of common stock, diluted 152.9 148.6 148.2 Diluted net earnings per share $ 1.73 $ 0.73 $ 1.14 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions DNB As of February 8, 2019, along with its predecessor entities, DNB is considered to be a related party primarily due to the combination our investment in DNB, our shared Chief Executive Officer and certain shared board members. On July 6, 2020, we invested an additional $100.0 million in connection with the DNB Private Placement. Refer to Note 4 — Investments in Unconsolidated Affiliates. As of December 31, 2020 and December 31, 2019, we had a related party receivable of less than $0.1 million and $0.2 million, respectively, from DNB and its predecessors. During the year ended December 31, 2020, we entered into a services agreement with DNB. For the year ended December 31, 2020, the services provided were less than $0.1 million. Trasimene During the year ended December 31, 2020, we entered into a non-exclusive advisory services agreement with Trasimene Capital Management, LLC ("Trasimene") for services that may include evaluating, negotiating and closing various acquisition, financing and strategic corporate transactions. Transaction fees for services provided are primarily based on the size of the transaction and do not exceed market rates. Trasimene is considered a related party because the Chairman of our Board of Directors owns a controlling interest in Trasimene. During the year ended December 31, 2020, we recognized $8.3 million in fees with Trasimene primarily related to our acquisition of Optimal Blue, which are included in Transition and integration costs in our Consolidated Statements of Earnings and Comprehensive Earnings. FNF We are party to certain agreements with Fidelity National Financial, Inc. ("FNF"), including agreements that were entered into when we were related parties, to provide software, data and analytics services, as well as corporate shared services and information technology. We are also a party to certain other agreements under which we incur other expenses or receive revenues from FNF. As a result of the spin-off from Fidelity National Financial, Inc. ("FNF") on September 29, 2017 (the "Distribution"), FNF and Black Knight are separate independent companies. FNF no longer has an ownership interest in us, but was still considered a related party until December 1, 2019 due to the combination of certain shared board members, members of senior management and various agreements. As of December 1, 2019, the Chairman of our Board of Directors, who also serves as the Chairman of FNF's Board of Directors, no longer serves as one of our executive officers, and FNF is no longer considered a related party. A summary of the revenues and expenses, net from FNF for the periods we were related parties is as follows (in millions): Year ended December 31, 2019 (1) 2018 Revenues $ 59.5 $ 57.6 Operating expenses 12.5 12.1 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. THL We were party to certain related party agreements with THL until May 11, 2018, the date of an underwritten secondary offering of shares of our common stock by affiliates of THL. As a result of this offering, certain affiliates of THL no longer have an ownership interest in us and are no longer considered related parties. Two managing directors of THL currently serve on our Board of Directors. A summary of underwritten secondary offerings of shares of our common stock by affiliates of THL for the periods we were related parties is as follows (in millions): May 11, March 15, 2018 February 15, 2018 Number of shares sold by affiliates of THL 12.1 8.0 8.0 Number of shares Black Knight repurchased from the underwriter — 1.0 2.0 Shares owned by affiliates of THL immediately after each offering — 12.1 20.1 Consolidated Statements of Earnings and Comprehensive Earnings A summary of related party items included in Revenues is as follows (in millions): Year ended December 31, 2019 (1) 2018 Software services $ 40.2 $ 35.9 Data and analytics services 19.3 21.7 Total related party revenues $ 59.5 $ 57.6 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. A summary of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Year ended December 31, 2019 (1) 2018 Data entry, indexing services and other operating expenses $ 8.8 $ 8.2 Corporate services 3.8 4.9 Technology and corporate services (0.1) (1.0) Total related party expenses, net $ 12.5 $ 12.1 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. 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 FNF 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, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following (in millions): December 31, 2020 2019 Land $ 11.9 $ 11.9 Computer equipment 238.3 234.1 Buildings and improvements 84.8 81.2 Furniture, fixtures and other equipment 12.4 11.2 Leasehold improvements 7.5 7.1 Property and equipment 354.9 345.5 Accumulated depreciation and amortization (191.8) (168.6) Property and equipment, net $ 163.1 $ 176.9 On December 31, 2019, we entered into finance lease agreements for certain computer equipment. The leased equipment was valued at $13.7 million, net of prepaid maintenance and $0.3 million of imputed interest, and is included in Property and equipment, net on the Consolidated Balance Sheets. Refer to Note 12 — Long-Term Debt and Note 15 — Leases for additional information related to our finance leases. |
Computer Software
Computer Software | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Computer Software | Computer Software Computer software, net consists of the following (in millions): December 31, 2020 2019 Internally developed software $ 998.5 $ 808.2 Purchased software 89.8 78.9 Computer software 1,088.3 887.1 Accumulated amortization (590.0) (481.1) Computer software, net $ 498.3 $ 406.0 In the fourth quarter of 2019, we entered into agreements to acquire software in exchange for a combination of cash consideration and certain of our products and services. The software was acquired for $32.0 million, of which $6.5 million was received as of December 31, 2019 and resulted in non-cash investing activity of $4.8 million for the year ended December 31, 2019. Software valued at $25.5 million was received in the first quarter of 2020 and resulted in non-cash investing activity of $10.5 million for the year ended December 31, 2020. Internally developed software and purchased software are inclusive of amounts acquired through acquisitions. Refer to Note 3 — Business Acquisitions for further discussion. Estimated amortization expense on computer software for the next five fiscal years is as follows (in millions): 2021 (1) $ 122.7 2022 123.0 2023 114.4 2024 62.0 2025 44.0 _______________________________________________________ (1) Assumes assets not in service as of December 31, 2020 are placed in service equally throughout the year. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of the following (in millions): December 31, 2020 December 31, 2019 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Client relationships $ 1,206.0 $ (525.9) $ 680.1 $ 587.1 $ (441.4) $ 145.7 Other 19.2 (7.0) 12.2 9.1 (4.8) 4.3 Total intangible assets $ 1,225.2 $ (532.9) $ 692.3 $ 596.2 $ (446.2) $ 150.0 Client relationships and other intangible assets are inclusive of amounts acquired through acquisitions. Refer to Note 3 — Business Acquisitions for further discussion. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2021 $ 151.7 2022 129.0 2023 105.8 2024 81.3 2025 68.3 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
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, 2018 $ 2,157.6 $ 172.1 $ — $ 2,329.7 Compass Analytics acquisition (Note 3) 31.7 — — 31.7 Balance, December 31, 2019 2,189.3 172.1 — 2,361.4 Optimal Blue acquisition (Note 3) 1,206.0 — — 1,206.0 Other acquisitions (Note 3) 20.5 25.5 — 46.0 Balance, December 31, 2020 $ 3,415.8 $ 197.6 $ — $ 3,613.4 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets consist of the following (in millions): December 31, 2020 2019 Property records database $ 60.5 $ 60.1 Contract assets, net 56.5 37.8 Right-of-use assets 41.1 26.4 Deferred compensation plan related assets 19.5 15.2 Prepaid expenses 4.9 8.1 Unbilled receivables, net 1.1 3.5 Other 9.7 7.7 Other non-current assets $ 193.3 $ 158.8 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in millions): December 31, 2020 2019 Term A Loan $ 1,148.4 $ 1,203.1 Revolving Credit Facility 47.7 310.0 Senior Notes 1,000.0 — Other 17.6 41.7 Total long-term debt principal 2,213.7 1,554.8 Less: current portion of long-term debt (73.0) (79.1) Long-term debt before debt issuance costs and discount 2,140.7 1,475.7 Less: debt issuance costs and discount (18.8) (10.6) Long-term debt, net of current portion $ 2,121.9 $ 1,465.1 Principal Maturities of Debt As of December 31, 2020, principal maturities, including payments related to our finance leases, are as follows (in millions): 2021 $ 73.5 2022 111.7 2023 1,028.5 Thereafter 1,000.0 Total $ 2,213.7 2018 Credit Agreement On April 30, 2018, our indirect subsidiary, BKIS entered into an amended and restated credit and guaranty agreement (the “2018 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The 2018 Credit Agreement was amended on August 7, 2020 to facilitate the issuance of the Senior Notes, as defined below. The 2018 Credit Agreement, as amended, provided for (i) a $1,250.0 million term loan A facility (the “2018 Term A Loan”) and (ii) a $750.0 million revolving credit facility (the “2018 Revolving Credit Facility” and, together with the 2018 Term A Loan, collectively, the “2018 Facilities”), the proceeds of which were used to repay in full the Term A Loan, Term B Loan and Revolving Credit Facility outstanding under the 2015 credit agreement, as amended. The 2018 Term A Loan and the 2018 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 50 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 150 basis points depending on the Consolidated Leverage Ratio. In addition, BKIS pays an unused commitment fee of between 15 and 20 basis points on the undrawn commitments under the 2018 Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. As of December 31, 2020, the 2018 Term A Loan and the 2018 Revolving Credit Facility bear interest at the Eurodollar rate plus a margin of 150 basis points. As of December 31, 2020, we have $702.3 million of unused capacity on the 2018 Revolving Credit Facility and pay an unused commitment fee of 20 basis points. As of December 31, 2020, the interest rates on the 2018 Term A Loan and the 2018 Revolving Credit Facility were 1.64% and 1.81%, respectively. The 2018 Facilities are guaranteed by all of BKIS’s wholly-owned domestic restricted subsidiaries and BKFS LLC, a Delaware limited liability company and the direct parent company of BKIS, and are secured by associated collateral agreements that pledge a lien on substantially all of BKIS’s assets, including fixed assets and intangibles, and the assets of the guarantors, in each case, subject to customary exceptions. The 2018 Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage December 31, 2019 through and including March 31, 2020 0.63% Commencing on June 30, 2020 through and including March 31, 2022 1.25% Commencing on June 30, 2022 through and including March 31, 2023 2.50% The remaining principal balance of the 2018 Term A Loan is due upon maturity. Pursuant to the terms of the 2018 Credit Agreement, the loans under the 2018 Term A Loan and the 2018 Revolving Credit Facility mature on April 30, 2023. For the year ended December 31, 2018, the amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the April 30, 2018 refinancing was $5.8 million. Senior Notes On August 26, 2020, BKIS completed the issuance and sale of $1.0 billion aggregate principal amount of 3.625% senior unsecured notes due 2028 (the "Senior Notes"). The Senior Notes have a coupon rate of 3.625% and mature on September 1, 2028. Interest is paid semi-annually in arrears on September 1 and March 1 of each year, commencing March 1, 2021. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the same guarantors that guarantee the 2018 Credit Agreement (collectively, the “Guarantors”). The Senior Notes are effectively subordinated to any obligations that are secured, including obligations under the 2018 Credit Agreement, to the extent of the value of the assets securing those obligations. The Senior Notes are structurally subordinated to all liabilities of BKIS' subsidiaries that do not guarantee the Senior Notes. The net proceeds of the offering, along with cash on hand and contributions from Cannae and THL, were used to partially finance the acquisition of Optimal Blue. The Senior Notes were issued pursuant to an indenture (the “Indenture”), dated as of August 26, 2020, between BKIS, the Guarantors and Wells Fargo Bank, National Association, as trustee. BKIS may redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before September 1, 2023 at a redemption price equal to 103.625% of their principal amount plus accrued and unpaid interest, if any, up to, but not including the redemption date. In addition, at any time prior to September 1, 2023, BKIS may redeem some or all of the Senior Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, up to, but not including, the redemption date, plus the “make-whole” premium. Thereafter, BKIS may redeem the Senior Notes, in whole or in part, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. Upon the occurrence of certain events constituting a change of control, BKIS may be required to make an offer to repurchase the Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, up to, but not including, the date of purchase. The Senior Notes are subject to customary covenants, including among others, customary events of default. Other Debt On April 1, 2018, we entered into a financing agreement for $32.9 million, with a stated interest rate of 0% and an imputed interest rate of 3.4%, primarily related to certain data processing and maintenance services. On December 31, 2019, we entered into an amendment to the financing agreement for an additional $16.3 million, with a stated interest rate of 0% and an imputed interest rate of 3.3%. Under the terms of the amendment, quarterly payments are due beginning January 2, 2020 through January 2, 2023. As of December 31, 2020, $9.5 million is included in the Current portion of debt in our Consolidated Balance Sheets and $6.4 million is included in Long-term debt, net of current portion in our Consolidated Balance Sheets. Finance Leases On December 31, 2019, we entered into one-year finance lease agreements, with a stated interest rate of 0% and an imputed interest rate of 3.3% and bargain purchase options for certain computer equipment. The finance lease liabilities of $1.2 million and $14.1 million as of December 31, 2020 and 2019, respectively, are included in the Current portion of debt on our Consolidated Balance Sheets. For the year ended December 31, 2020, non-cash financing and investing activity was $1.2 million related to the unpaid portion of our finance lease agreements. Refer to Note 15 — Leases for additional information related to our finance leases. Fair Value of Long-Term Debt The fair value of the Facilities approximates their carrying value at December 31, 2020. The fair value of our Senior Notes as of December 31, 2020 was $1,026.3 million compared to its carrying value of $988.1 million, net of original issue discount and debt issuance costs. The fair value of our Facilities and Senior Notes is based upon established market prices for the securities using Level 2 inputs. Interest Rate Swaps We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of December 31, 2020, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Effective dates Notional amount Fixed rates March 31, 2017 through March 31, 2022 $ 200.0 2.08% September 29, 2017 through September 30, 2021 $ 200.0 1.69% April 30, 2018 through April 30, 2023 $ 250.0 2.61% January 31, 2019 through January 31, 2023 $ 300.0 2.65% Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (approximately 0.15% as of December 31, 2020). During the year ended December 31, 2019, the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rates February 1, 2016 through January 31, 2019 $ 200.0 1.01% February 1, 2016 through January 31, 2019 $ 200.0 1.01% We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive loss will be reclassified into Interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt. The fair value of our Swap Agreements is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements. It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. We believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the swaps such that the occurrence of future cash flow hedges remains probable. The estimated fair values of our Swap Agreements are as follows (in millions): December 31, Balance sheet accounts 2020 2019 Other current liabilities $ 2.4 $ — Other non-current liabilities $ 35.2 $ 21.9 A cumulative loss of $37.6 million ($28.1 million net of tax) and $21.9 million ($16.4 million net of tax) is reflected in Accumulated other comprehensive loss as of December 31, 2020 and December 31, 2019, respectively. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive loss ("OCE") on the accompanying Consolidated Statements of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2020 Year ended December 31, 2019 Year ended December 31, 2018 Amount of loss recognized Amount of loss reclassified from Accumulated OCE Amount of loss recognized Amount of gain reclassified from Accumulated OCE Amount of loss recognized Amount of gain reclassified from Accumulated OCE Swap agreements (23.9) 12.2 (18.0) — (0.7) (2.7) Approximately $20.3 million ($15.2 million net of tax) of the balance in Accumulated other comprehensive loss as of December 31, 2020 is expected to be reclassified into Interest expense, net over the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value of Financial Assets and Liabilities Fair value represents the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial assets and liabilities are determined using the following fair value hierarchy: • Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. • Level 2 inputs to the valuation methodology include: ◦ quoted prices for similar assets or liabilities in active markets; ◦ quoted prices for identical or similar assets or liabilities in inactive markets; ◦ inputs other than quoted prices that are observable for the asset or liability; and ◦ inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): December 31, 2020 December 31, 2019 Carrying amount Fair value Carrying amount Fair value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 34.7 $ 34.7 $ — $ — $ 15.4 $ 15.4 $ — $ — Liabilities: Interest rate swaps (Note 12) 37.6 — 37.6 — 21.9 — 21.9 — Contingent consideration (Note 3) 3.1 — — 3.1 9.0 — — 9.0 Redeemable noncontrolling interests 578.0 — — 578.0 — — — — The fair value of contingent consideration was primarily determined using a third-party valuation based on significant estimates and assumptions, including Level 3 inputs. The estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting the rate inherent in the future cash flows. During the year ended December 31, 2020, an agreement related to the Compass Analytics contingent consideration payout was amended to a set contractual amount. As result, the related contingent consideration amount was transferred out of Level 3. The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2019 $ 9.0 Adjustments related to prior year acquisition (9.0) Adjustments related to current year acquisitions 3.1 Ending balance, December 31, 2020 $ 3.1 As of December 31, 2020, the fair value of redeemable noncontrolling interests approximates its carrying amount due to the close proximity to the reporting date of the contributions received from Cannae and THL for their share of equity interests in Optimal Blue Holdco. Refer to Note 2 — Significant Accounting Policies and Note 3 — Business Acquisitions . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal and Regulatory Matters In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. PennyMac Litigation On November 5, 2019, Black Knight Servicing Technologies, LLC (“BKST”), an indirect, wholly-owned indirect subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial (the “Black Knight Complaint”) against PennyMac Loan Services, LLC (“PennyMac”) in the Circuit Court for the Fourth Judicial Circuit in and for Duval County, Florida. The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP ® System trade secrets in order to develop an imitation mortgage processing system intended to replace the MSP ® System. The Black Knight Complaint seeks damages for breach of contract and misappropriation of trade secrets, injunctive relief under the Florida Uniform Trade Secrets Act and declaratory judgment that BKST owns all intellectual property and software developed by or on behalf of PennyMac as a result of its wrongful use of and access to the MSP ® System and related trade secret and confidential information. PennyMac filed a motion to compel arbitration of the action, and the court granted the motion on April 6, 2020. After the court denied BKST's motion for reconsideration of the court’s order compelling arbitration, BKST filed a notice of appeal with the Florida First District Court of Appeal on May 6, 2020. On January 6, 2021, the appellate court affirmed the trial court's ruling. Black Knight has requested that PennyMac preserve evidence concerning PennyMac’s use of Black Knight’s LendingSpace ® software. Black Knight has also requested that PennyMac permit Black Knight to exercise its contractual right to audit PennyMac’s database and use of the LendingSpace ® software. On October 21, 2020, PennyMac submitted the dispute regarding Black Knight Origination Technologies, LLC LendingSpace ® software audit request to the American Arbitration Association ("AAA") for arbitration. Black Knight moved to consolidate the LendingSpace ® arbitration with the existing trade secret/antitrust arbitrations and, on December 21, 2020, the arbitrator granted Black Knight’s motion to consolidate the arbitrations. On December 8, 2020, Black Knight and PennyMac filed motions for summary judgment concerning the LendingSpace ® audit, and responses to the competing motions for summary judgment were filed by both parties on January 7, 2021. On February 16, 2021, the arbitrator granted Black Knight’s motion for summary judgment and ordered that Black Knight may conduct an audit of PennyMac’s use of Black Knight’s LendingSpace ® software. Shortly after the filing of the Black Knight Complaint, on November 6, 2019, PennyMac filed an Antitrust Complaint (the “PennyMac Complaint”) against Black Knight in the United States District Court for the Central District of California. The PennyMac Complaint included causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law. The PennyMac Complaint sought equitable remedies, damages and other monetary relief, including treble and punitive damages. Generally, PennyMac alleged that Black Knight relies on various anticompetitive, unfair, and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market. Black Knight moved to dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST. On February 13, 2020, the judge granted Black Knight's motion to transfer the case to Florida and denied as moot the motion to dismiss. On April 17, 2020, PennyMac filed a notice of dismissal of this action without prejudice and indicated that they intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third party claims and/or counterclaims in arbitration. On April 23, 2020, the court entered an order dismissing the action without prejudice and directing that the clerk close the case. On April 28, 2020, PennyMac submitted this matter to the AAA for arbitration. On May 27, 2020, Black Knight filed its answering statement with the AAA. The arbitrator was confirmed by the AAA on July 21, 2020. The arbitrator set Black Knight's trade secret case for a 10-day final hearing beginning on October 24, 2022, and set PennyMac's antitrust case for a 5-day final hearing beginning on November 14, 2022. On June 26, 2020, Black Knight filed a complaint against PennyMac in the United States District Court for the Middle District of Florida seeking a declaratory judgment that PennyMac waived its right to arbitrate federal antitrust and related state law claims against Black Knight because PennyMac previously filed and litigated those claims in a court of law (the “BKI Declaratory Action”). On July 22, 2020, PennyMac moved to dismiss the complaint in the BKI Declaratory Action, which Black Knight opposed. In response to a request from the court in the BKI Declaratory Action, on August 20, 2020, BKI filed a memorandum of law in support of the federal court's subject matter jurisdiction. Black Knight filed its motion for summary judgment on September 28, 2020, and PennyMac filed its opposition to the motion on October 27, 2020. On March 1, 2021, the court will conduct a telephonic hearing on PennyMac's motion to dismiss and BKI's motion for summary judgment. As these cases continue to evolve, it is not possible to reasonably estimate the probability that we will ultimately prevail on our lawsuit or be held liable for the violations alleged in the PennyMac Complaint, nor is it possible to reasonably estimate the ultimate gain or loss, if any, or range of gain or loss that could result from these cases. Other Legal Matter During the year ended December 31, 2020, we recognized a one-time gain of $18.5 million related to the resolution of a legacy legal matter of Lender Processing Services, Inc. ("LPS") in Other income (expense), net in our Consolidated Statements of Earnings and Comprehensive Earnings. Indemnifications and Warranties We often agree to indemnify our clients against damages and costs resulting from claims of patent, copyright, trademark infringement or breaches of confidentiality associated with use of our software through software licensing agreements. Historically, we have not made any payments under such indemnifications, but continue to monitor the conditions that are subject to the indemnifications to identify whether a loss has occurred that is both probable and estimable that would require recognition. In addition, we warrant to clients that our software operates substantially in accordance with the software specifications. Historically, no costs have been incurred related to software warranties and none are expected in the future, and as such, no accruals for warranty costs have been made. Indemnification Agreement We are party to a cross-indemnity agreement dated December 22, 2014 with ServiceLink Holdings, LLC ("ServiceLink"). Pursuant to this agreement, ServiceLink indemnifies us from liabilities relating to, arising out of or resulting from the conduct of ServiceLink's business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of LPS and the cause of such action, suit or proceeding relates to the business of ServiceLink. In return, we indemnify ServiceLink for liabilities relating to, arising out of, or resulting from the conduct of our business. Data Processing and Maintenance Services Agreements We have various data processing and maintenance services agreements with vendors, which are in effect through 2025, for portions of our computer data processing operations and related functions. As of December 31, 2020, payment obligations for data processing and maintenance services agreements with initial or remaining terms greater than one year are as follows (in millions): 2021 $ 47.3 2022 26.0 2023 17.4 2024 0.2 2025 0.2 Total $ 91.1 Actual amounts could be more or less depending on various factors such as 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 interest rate swaps. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Operating Leases We have operating leases for corporate offices, data centers and certain equipment. Our leases have remaining lease terms of up to eight years, some of which include escalation clauses, renewal options for up to five years or termination options within one year. Operating lease liabilities are included in the Consolidated Balance Sheets as follows (in millions): December 31, 2020 2019 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 13.5 $ 12.3 Other non-current liabilities 29.7 13.8 Total lease liabilities $ 43.2 $ 26.1 As of December 31, 2020, maturities of lease liabilities were as follows (in millions): 2021 $ 13.6 2022 8.8 2023 7.0 2024 6.0 2025 2.9 Thereafter 7.3 Total 45.6 Less: imputed interest (2.4) Total $ 43.2 Supplemental information related to leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2020 2019 Operating lease cost (1) $ 18.1 $ 15.7 Operating cash outflows related to lease liabilities 12.4 12.5 Non-cash additions for right-of-use assets, net of modifications 21.5 9.1 December 31, 2020 2019 Weighted average remaining lease term (in years) 5.3 2.9 Weighted average discount rate 3.30 % 3.81 % _______________________________________________________ (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. Accelerated right-of-use asset amortization included in operating lease cost was $2.8 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. Rent expense incurred under operating leases for the year ended December 31, 2018 was $10.9 million. Finance Leases On December 31, 2019, we entered into one-year finance lease agreements with a stated rate of 0.0% and an imputed interest rate of 3.3% and bargain purchase options for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis. The leased equipment was valued based on the net present value of the minimum lease payments, which was $13.7 million (net of prepaid maintenance and imputed interest of $0.3 million) and is included in Property and equipment, net on our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment . Finance lease cost for the year ended December 31, 2020 included amortization of right-of-use asset of $2.1 million and interest on lease liability of $0.3 million. Refer to Note 12 — Long-term Debt for additional information related to our finance leases. |
Leases | Leases Operating Leases We have operating leases for corporate offices, data centers and certain equipment. Our leases have remaining lease terms of up to eight years, some of which include escalation clauses, renewal options for up to five years or termination options within one year. Operating lease liabilities are included in the Consolidated Balance Sheets as follows (in millions): December 31, 2020 2019 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 13.5 $ 12.3 Other non-current liabilities 29.7 13.8 Total lease liabilities $ 43.2 $ 26.1 As of December 31, 2020, maturities of lease liabilities were as follows (in millions): 2021 $ 13.6 2022 8.8 2023 7.0 2024 6.0 2025 2.9 Thereafter 7.3 Total 45.6 Less: imputed interest (2.4) Total $ 43.2 Supplemental information related to leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2020 2019 Operating lease cost (1) $ 18.1 $ 15.7 Operating cash outflows related to lease liabilities 12.4 12.5 Non-cash additions for right-of-use assets, net of modifications 21.5 9.1 December 31, 2020 2019 Weighted average remaining lease term (in years) 5.3 2.9 Weighted average discount rate 3.30 % 3.81 % _______________________________________________________ (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. Accelerated right-of-use asset amortization included in operating lease cost was $2.8 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. Rent expense incurred under operating leases for the year ended December 31, 2018 was $10.9 million. Finance Leases On December 31, 2019, we entered into one-year finance lease agreements with a stated rate of 0.0% and an imputed interest rate of 3.3% and bargain purchase options for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis. The leased equipment was valued based on the net present value of the minimum lease payments, which was $13.7 million (net of prepaid maintenance and imputed interest of $0.3 million) and is included in Property and equipment, net on our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment . Finance lease cost for the year ended December 31, 2020 included amortization of right-of-use asset of $2.1 million and interest on lease liability of $0.3 million. Refer to Note 12 — Long-term Debt for additional information related to our finance leases. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity 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 Black Knight Financial Services, Inc. ("BKFS") Class A common stock through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. In connection with the Distribution, our Board of Directors approved a share repurchase program authorizing the repurchase of shares of BKI common stock consistent with the previous share repurchase program. A summary of share repurchases under our share repurchase program is as follows (in millions, except per share amounts): Year Total number of shares repurchased Aggregate purchase price Average price paid per share Shares remaining under repurchase authorization as of December 31, 2018 3.0 $ 141.5 $ 47.15 3.8 2019 0.2 11.9 $ 57.94 3.6 Total 3.2 $ 153.4 $ 47.84 Refer to Note 6 — Related Party Transactions for additional information related to the repurchase of shares of BKI common stock in 2018. On February 12, 2020, our Board of Directors approved a three-year share repurchase program authorizing us to repurchase up to 10.0 million shares of our outstanding common stock through February 12, 2023, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. We did not repurchase any shares under this program during the year ended December 31, 2020. Common Stock Offering On June 19, 2020, we issued and sold 7,130,000 shares of our common stock in an underwritten public offering pursuant to a registration statement filed with the SEC. We received net proceeds of approximately $484.6 million after deducting the underwriters' discount of $16.3 million. We also incurred costs directly related to the offering of $0.4 million. Omnibus Incentive Plan The Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the "Black Knight Omnibus Plan") provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equi valents. The Black Knight Omnibus Plan is authorized to issue up to 18.5 million shares. As of December 31, 2020, 7.0 million shares were available for future issuance. Awards granted are approved by the Compensation Committee of the Board of Directors. A summary of restricted shares granted is as follows: Date Number of shares Grant date fair Vesting period Vesting criteria February 9, 2018 772,642 $ 45.85 3.0 Service and Performance April 2, 2018 159,915 $ 46.90 3.0 Service and Performance April 2, 2018 200,427 $ 46.90 2.3 Service Various other 2018 dates 13,602 $50.15 - $53.70 3.0 Service and Performance February 15, 2019 793,863 $ 52.38 3.0 Service and Performance February 28, 2019 5,744 $ 52.25 2.0 Service April 8, 2019 1,110 $ 54.14 3.0 Service and Performance December 1, 2019 122,203 $ 63.01 3.0 Service and Performance Various other 2019 dates 14,202 $56.66 - $62.50 3.0 Service February 18, 2020 16,689 $ 74.91 1.0 Service February 18, 2020 (1) 487,096 $ 74.91 3.0 Service and Performance March 11, 2020 11,865 $ 63.26 3.0 Service March 18, 2020 3,366 $ 59.45 2.0 Service May 6, 2020 (1) 3,101 $ 72.57 3.0 Service and Performance August 11, 2020 1,902 $ 78.88 3.0 Service August 11, 2020 761 $ 78.88 1.0 Service August 24, 2020 1,533 $ 81.54 1.0 Service November 10, 2020 1,365 $ 91.64 1.0 Service _______________________________________________________ (1) This award is subject to an independent performance target for each of three consecutive 12-month measurement periods. Vesting of each tranche is independent of the satisfaction of the annual performance target for other tranches. Restricted stock transactions under the Black Knight Omnibus plan for the periods presented are as follows: Shares Weighted average grant date fair value Balance December 31, 2017 1,581,711 $ 34.48 Granted 1,146,586 $ 46.27 Forfeited (22,515) $ 42.71 Vested (628,517) $ 34.90 Balance, December 31, 2018 2,077,265 $ 40.77 Granted 937,122 $ 53.84 Forfeited (90,880) $ 46.94 Vested (908,524) $ 39.83 Balance, December 31, 2019 2,014,983 $ 46.99 Granted 527,678 $ 74.62 Forfeited (11,811) $ 63.12 Vested (981,752) $ 44.50 Balance, December 31, 2020 1,549,098 $ 57.86 Equity-based compensation expense related to restricted shares of Black Knight was $38.5 million, $50.8 million and $50.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. Equity-based compensation includes accelerated recognition of $0.5 million, $2.9 million and $6.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. These expenses are included in Operating expenses in the Consolidated Statements of Earnings and Comprehensive Earnings. As of December 31, 2020, the total unrecognized compensation cost related to non-vested restricted shares of our common stock is $36.5 million, which is expected to be recognized over a weighted average period of approximately 1.9 years. Profits Interests Units On November 24, 2020, there were 6,292 OB PIUs granted to certain members of management, directors, and certain employees, which vest over 3 years, with 100% cliff vesting after the third year. The terms of the OB PIUs provide for the grantees to participate in the excess of Optimal Blue Holdco's fair value over the initial hurdle amount, which was the fair value of the Optimal Blue Holdco's Class A members' initial contributions. Holders of the OB PIUs have an option to put their profit interests to us if no public offering has been consummated as of the date that is 60 days prior to the fourth and each subsequent anniversary of the acquisition date of Optimal Blue. The units may be settled in cash or Black Knight common stock or a combination of both at our election and will be settled at the current fair value at the time we receive notice of the put election. As the OB PIUs provide for redemption features not solely within our control, we classify the redemption value outside of permanent equity in redeemable noncontrolling interests. The redemption value is equal to the difference in the per unit fair value of the underlying member units and the hurdle amount, based upon the proportionate required service period rendered to date. The hurdle rate as of the grant date was used to determine the per unit strike price for the calculation. The risk free interest rates used in the calculation of the fair value of the OB PIUs are the rates that correspond to the weighted average expected life of the OB PIUs. The volatility was estimated based on the historical volatility of the comparable public companies' stock prices over a term equal to the weighted average expected life of the OB PIUs. We used a weighted average risk free interest rate of 0.31%, a volatility assumption of 37.0% and an expected life of 4 years, resulting in a grant date fair value of $4,233 per profits interests unit. The grant date fair value of the OB PIUs was $26.6 million. Equity-based compensation expense related to the OB PIUs was $0.9 million for the year ended December 31, 2020. As of December 31, 2020, the total unrecognized compensation cost related to non-vested OB PIUs is $25.7 million, which is expected to be recognized over a weighted average period of approximately 2.9 years. |
Employee Stock Purchase Plan an
Employee Stock Purchase Plan and 401(k) Plan Employee Stock Purchase Plan and 401(k) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Purchase Plan and 401(k) Plan | Employee Stock Purchase Plan and 401(k) Plan Employee Stock Purchase Plan ("ESPP") The Black Knight, Inc. Employee Stock Purchase Plan (the "Black Knight ESPP"), which was amended and restated as of December 5, 2019, allows our eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. We contribute varying matching amounts as specified in the Black Knight ESSP. Effective January 1, 2020, a one-year holding period was implemented for contributions to the Black Knight ESPP. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. We recorded expense of $7.1 million, $8.0 million and $7.8 million for the years ended December 31, 2020, 2019 and 2018, respectively, relating to the participation of our employees in the Black Knight ESPP. 401(k) Profit Sharing Plan Our employees participate in the Black Knight 401(k) Profit Sharing Plan (the “Black Knight 401(k) Plan”), a qualified 401(k) plan sponsored by our indirect subsidiary BKIS. Under the terms of the plan, as amended, eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. We recorded expense of $7.2 million, $6.5 million and $6.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, relating to the participation of our employees in the 401(k) plans. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Disaggregation of Revenues The following tables summarize revenues from contracts with clients (in millions): Year ended December 31, 2020 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 700.1 $ 202.6 $ 902.7 $ 34.1 $ — $ 936.8 Professional services 77.6 45.8 123.4 0.7 (0.4) (1) 123.7 Data solutions — 1.2 1.2 161.4 — 162.6 Other — 12.9 12.9 2.5 — 15.4 Revenues $ 777.7 $ 262.5 $ 1,040.2 $ 198.7 $ (0.4) $ 1,238.5 Year ended December 31, 2019 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 726.1 $ 137.0 $ 863.1 $ 32.2 $ — $ 895.3 Professional services 84.3 46.4 130.7 1.2 (0.5) (1) 131.4 Data solutions — — — 129.4 — 129.4 Other 5.1 13.4 18.5 2.6 — 21.1 Revenues $ 815.5 $ 196.8 $ 1,012.3 $ 165.4 $ (0.5) $ 1,177.2 Year ended December 31, 2018 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 716.3 $ 108.8 $ 825.1 $ 29.8 $ — $ 854.9 Professional services 82.2 44.5 126.7 2.1 (2.5) (1) 126.3 Data solutions — — — 119.7 — 119.7 Other 0.5 9.7 10.2 2.9 — 13.1 Revenues $ 799.0 $ 163.0 $ 962.0 $ 154.5 $ (2.5) $ 1,114.0 _______________________________________________________ (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. Our Software Solutions segment offers leading software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. These solutions primarily consist of processing and workflow management software applications. Our servicing software solutions primarily include our core servicing software solution that automates loan servicing, including loan setup and ongoing processing, customer service, accounting, reporting to the secondary mortgage market and investors and web-based workflow information systems. Our origination software solutions primarily include our solutions that automate and facilitate the origination of mortgage loans, offer product, pricing and eligibility capabilities, and provide an interconnected network allowing the various parties and systems associated with lending transactions to exchange data quickly and efficiently. Professional services consists of pre-implementation and post-implementation support and services and are primarily billed on a time and materials basis. Professional services may also include dedicated teams provided as part of agreements with software and hosting solutions clients. Our Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, behavioral models, a multiple listing service software solution and other data solutions. Transaction Price Allocated to Future Performance Obligations Our disclosure of transaction price allocated to these future performance obligations excludes the following: • Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable allocation criteria; • Performance obligations that are part of a contract with an original expected duration of one year or less; and • Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation. As of December 31, 2020, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.4 billion and is expected to be recognized as follows: 25% by December 31, 2021, 66% by December 31, 2023, 90% by December 31, 2025 and the rest thereafter. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense consists of the following (in millions): Year ended December 31, 2020 2019 2018 Current: Federal $ 41.5 $ 39.5 $ 35.0 State 11.6 9.7 9.4 Foreign 1.0 0.9 0.8 Total current 54.1 50.1 45.2 Deferred: Federal (10.6) (0.2) (2.3) State (1.9) (8.0) (5.2) Total deferred (12.5) (8.2) (7.5) Total income tax expense $ 41.6 $ 41.9 $ 37.7 A reconciliation of our federal statutory income tax rate to our effective income tax rate is as follows: Year ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 4.2 4.1 5.0 Redeemable noncontrolling interests 1.3 — — Tax credits (4.6) (2.3) (1.8) Restricted share vesting (2.6) (1.1) (1.0) Effect of deferred revaluation related to lower blended state tax rate — (3.3) (2.0) Prior year return to provision adjustments (5.0) (0.9) (2.8) Effect of Optimal Blue acquisition and related transactions 1.4 — — Non-deductible executive compensation 1.2 — — Unrecognized tax benefit 1.9 (0.2) 0.1 Other 0.1 1.3 (0.2) Effective tax rate 18.9 % 18.6 % 18.3 % The components of deferred tax assets and liabilities consist of the following (in millions): December 31, 2020 2019 Deferred tax assets: Equity method investments $ 5.2 $ 25.7 Equity-based compensation 9.7 12.6 Deferred revenues 22.6 6.2 Interest rate swaps 9.5 5.6 Other 24.1 13.0 Total deferred tax assets 71.1 63.1 Deferred tax liabilities: Goodwill and other intangible assets (170.0) (168.7) Deferred contract costs (42.1) (40.3) Property, equipment and computer software (32.7) (34.3) Partnership basis (105.4) — Other (4.9) (5.1) Total deferred tax liabilities (355.1) (248.4) Net deferred tax liability $ (284.0) $ (185.3) During the year ended December 31, 2020, management determined that a reserve for uncertain tax positions was warranted as a result of certain items claimed on amended income tax returns filed for certain prior periods. The methodology used in determining the claimed amounts in the amendment of prior periods is also utilized for the current year and may result in additional reserves. We do not expect the reserve to reverse within the following year. If we were to prevail on our uncertain tax positions, the reversal of this reserve would also be a benefit to our effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2020 2019 Balance, January 1 $ — $ 0.4 Additions based on tax positions of prior years 2.8 — Additions based on tax positions of current year 1.3 — Decreases based on tax positions of prior years — (0.4) Balance, December 31 $ 4.1 $ — We are currently under audit by the Internal Revenue Service for the 2017 tax year. Our open tax years also include 2018, 2019 and 2020 for federal income tax purposes. We are currently under audit with the state of Maine for the 2017, 2018 and 2019 tax years. We have open tax years for state income tax purposes for up to six years based on each state's laws. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | Concentrations of Risk We generate a significant amount of revenues from large clients. For the year ended December 31, 2020, no client accounted for more than 10% of our consolidated revenues. A large client accounted for 10% and 12% of total revenues for the years ended December 31, 2019 and 2018, respectively. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade receivables and interest rate swaps. |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2020 | |
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. Refer to Note 16 — Revenues for a description of our Software Solutions and Data and Analytics segments. Separate discrete financial information is available for these two segments and the operating results of each segment are regularly evaluated by the CODM in order to assess performance and allocate resources. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. EBITDA is earnings before Interest expense, net, Income tax expense and Depreciation and amortization. It also excludes Equity in earnings (losses) of unconsolidated affiliates. We do not allocate Interest expense, Other income, net, Income tax expense, equity-based compensation and certain other items, such as purchase accounting adjustments and acquisition-related costs to the segments, since these items are not considered in evaluating the segments' overall operating performance. Segment asset information is not included below because we do not use it to evaluate performance or allocate resources. Summarized financial information concerning our segments is shown in the tables below (in millions): Year ended December 31, 2020 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 1,040.2 $ 198.7 $ (0.4) (1) $ 1,238.5 Expenses: Operating expenses 435.6 133.9 100.1 (2) 669.6 Transition and integration costs — — 31.4 (3) 31.4 EBITDA 604.6 64.8 (131.9) 537.5 Depreciation and amortization 120.9 15.1 134.7 (4) 270.7 Operating income (loss) 483.7 49.7 (266.6) 266.8 Interest expense, net (62.9) Other income, net 16.4 Earnings before income taxes and equity in earnings of unconsolidated affiliates 220.3 Income tax expense 41.6 Earnings before equity in earnings of unconsolidated affiliates 178.7 Equity in earnings of unconsolidated affiliates, net of tax 67.1 Net earnings 245.8 Net losses attributable to redeemable noncontrolling interests 18.3 Net earnings attributable to Black Knight $ 264.1 Year ended December 31, 2019 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 1,012.3 $ 165.4 $ (0.5) (1) $ 1,177.2 Expenses: Operating expenses 412.7 123.4 109.9 (2) 646.0 Transition and integration costs — — 5.4 (3) 5.4 EBITDA 599.6 42.0 (115.8) 525.8 Depreciation and amortization 123.9 15.9 96.4 (4) 236.2 Operating income (loss) 475.7 26.1 (212.2) 289.6 Interest expense, net (63.5) Other expense, net (1.4) Earnings before income taxes and equity in losses of unconsolidated affiliates 224.7 Income tax expense 41.9 Earnings before equity in losses of unconsolidated affiliates 182.8 Equity in losses of unconsolidated affiliates, net of tax (74.0) Net earnings $ 108.8 Year ended December 31, 2018 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 962.0 $ 154.5 $ (2.5) (1) $ 1,114.0 Expenses: Operating expenses 394.8 115.0 115.6 (2) 625.4 Transition and integration costs — — 6.6 (5) 6.6 EBITDA 567.2 39.5 (124.7) 482.0 Depreciation and amortization 112.9 14.1 90.0 (4) 217.0 Operating income (loss) 454.3 25.4 (214.7) 265.0 Interest expense, net (51.7) Other expense, net (7.1) Earnings before income taxes 206.2 Income tax expense 37.7 Net earnings $ 168.5 _______________________________________________________ (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $40.6 million, $51.7 million and $51.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. (3) Transition and integration costs primarily consists of costs associated with acquisitions and expense reduction initiatives. (4) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. (5) Transition and integration costs primarily consists of costs associated with executive transition, transition-related costs as we transferred certain corporate functions from FNF and acquisitions. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BKI, its wholly-owned subsidiaries and non-wholly owned subsidiaries in which we have a controlling financial interest either through voting rights or means other than voting rights. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our consolidated balance sheets as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Consolidated Statements of Earnings and Comprehensive Earnings as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight. We consolidate variable interest entities (“VIEs”) if we are considered the primary beneficiary because we have (a) the power to direct matters that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For VIEs where we are not the primary beneficiary, we use the equity method of accounting to report their results. The determination of the primary beneficiary involves judgment. Refer to the “Investments in Unconsolidated Affiliates” section below for additional information related to our equity method investments. Optimal Blue Holdco, LLC (“Optimal Blue Holdco”), a non-wholly owned subsidiary, is considered a VIE. We are the primary beneficiary of Optimal Blue Holdco through our controlling interest and our rights established in the Amended and Restated Limited Liability Company Agreement of Optimal Blue Holdco dated September 15, 2020 (the “OB Holdco LLC Agreement”). The OB Holdco LLC Agreement was amended on November 24, 2020 to reflect the issuance of Class B units (“OB PIUs”), but this amendment did not affect the controlling interest and our rights established in the OB Holdco LLC Agreement. As such, we control Optimal Blue Holdco and its subsidiaries and consolidate its financial position and results of operations. Intercompany transactions between us and Optimal Blue Holdco and its subsidiaries are eliminated in consolidation. Refer to the “Redeemable Noncontrolling Interests” section below and Note 3 — Business Acquisitions for additional information. | |
Management Estimates | Management Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities. | |
Trade Receivables, Net | 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 Credit Losses | Allowance for Credit Losses We record our billed and unbilled trade receivables and contract assets at their amortized cost less an allowance for estimated credit losses that are not expected to be recovered over the assets' remaining lifetime based on management’s expectation of collectability. We base our estimate on multiple factors including historical experience with bad debts, our relationship with our clients and their credit quality, the aging of respective asset balances, current macroeconomic conditions and management’s expectations of conditions in the future. Our allowance for expected credit losses is based on management’s assessment of the collectability of assets with similar risk characteristics. We pool our respective asset balances based on risk characteristics primarily related to financial asset type, extent of client relationship, product/solution, business division and delinquency status. Subsequent changes in the allowance are recorded in Operating expenses. We write off trade receivables in the period when the likelihood of collection of a trade receivable balance is considered remote. | |
Contract Assets, Deferred Revenue and Revenue Recognition | Contract Assets A contract asset represents our expectation of receiving consideration in exchange for products or services that we have transferred to our client. Contract assets and liabilities, or deferred revenues, are determined and presented on a net basis at the contract level since the rights and obligations in a contract with a client are interdependent. In contrast, a receivable is our right to consideration that is unconditional except for the passage of time required before payment of that consideration is due. The difference in timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, contract assets and deferred revenues from client advances and deposits. We account for receivables in accordance with Accounting Standards Codification ("ASC") Topic 310, Receivables , and assess both contract assets and receivables for impairment in accordance with the guidance. There were no impairment charges related to contract assets for the years presented. Revenues We recognize revenues primarily relating to software and hosting solutions, professional services and data solutions. We are often party to multiple concurrent contracts or contracts that combine multiple solutions and services. These situations require judgment to determine if multiple contracts should be combined and accounted for as a single arrangement. In making this determination, we consider (i) the economics of each individual contract and whether or not it was negotiated on a standalone basis and (ii) if multiple promises represent a single performance obligation. Many times these arrangements include offerings from more than one segment to the same client. At contract inception, we assess the performance obligations, or deliverables, we have agreed to provide in the contract and determine if they are individually distinct or if they should be combined with other performance obligations. We combine performance obligations when an individual performance obligation does not have standalone value to our client. For example, we typically combine the delivery of complex, proprietary implementation-related professional services with the delivery of the related software solution. Contract modifications require judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract or (iii) a cumulative catch-up adjustment to the original contract. When evaluating contract modifications, we must identify the performance obligations of the modified contract and determine both the allocation of revenues to the remaining performance obligations and the period of recognition for each identified performance obligation. We include any fixed consideration within our contracts as part of the total transaction price. Generally, we include an estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not include taxes collected from clients and remitted to governmental authorities. The transaction price is allocated to our performance obligations in proportion to their relative standalone selling prices (“SSP”). SSP is the price for which we would sell a distinct solution or service separately to a client and is determined at contract inception. For a majority of our revenues, we have observable selling prices for our related solutions and services. However, if observable selling prices are not available, establishing SSP requires significant judgment. The estimated SSP considers all reasonably available information, including market conditions, demands, trends, our specific factors and information about the client or class of client. The adjusted market approach is generally used for new solutions and services or when observable inputs are limited or not available. The following describes the nature of our primary sources of revenue and the related revenue recognition policies: Software and Hosting Solutions Revenues Software and hosting solutions revenues are primarily comprised of software as a service (“SaaS”) offerings for various systems that perform processing and workflow management as well as provide data and analytics. To a lesser extent, we sell software licenses where hosting services may or may not be included in the arrangement. Contracts for software and hosting solutions typically span five to seven years. For our SaaS offerings, we promise our clients to stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of processing services for a specified term. For this reason, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy these performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. We evaluate our variable payment terms related to these revenues, and they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to and recognized on the day in which we perform the related services. Fixed fees for processing services are generally recognized ratably over the contract period. Our software licenses generally have significant standalone functionality to our clients upon delivery. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. In conjunction with software licenses, we commonly provide our clients with additional services such as maintenance as well as associated implementation and other professional services related to the software license. Maintenance is typically comprised of technical support and unspecified updates and upgrades. We generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance. When a software license contract also includes professional services that provide significant modification or customization of the software license, we combine the software license and professional services into a single performance obligation, and revenues for the combined performance obligation are recognized as the professional services are provided consistent with the methods described below for professional services revenues. We have contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the client can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the client to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the client’s control to obtain a copy of the software, and hosting revenue is recognized using the time-elapsed output method as the service is provided. If the software license is not separately identifiable from the hosting service, then the related revenues for the combined performance obligation is recognized ratably over the hosting period. Professional Services Revenues Professional services revenues are generally comprised of implementation, conversion, programming, training and consulting services associated with our SaaS and licensed software agreements. Professional services such as training, dedicated teams and consulting services are generally distinct. Distinct professional services revenues are primarily billed on a time and materials basis, and revenues are recognized over time as the services are performed. A portion of our professional services revenues are derived from contracts for dedicated personnel resources who are often working full-time at a client site and under the client's direction. These revenues generally recur as contracts are renewed. In assessing whether implementation services provided on SaaS or licensed software agreements are a distinct performance obligation, we consider whether the services are both capable of being distinct (i.e., the client can benefit from the services alone or in combination with other resources that are readily available to the client) and distinct within the context of the contract (i.e., separately identifiable from the other performance obligations in the contract). Professional services that are not distinct from an associated solution or offering are recognized over the common measure of progress for the overall performance obligation (typically a time-elapsed output measure that corresponds to the period over which the solution or offering is made available to the client). Data Solutions Revenues Revenues from data solutions are primarily from licenses for historical data and valuation-related analytical services and are generally distinct. License fees are recognized at a point in time upon delivery. Revenues allocated to data updates are recognized ratably over the period the updates are provided. In addition, to the extent that we provide continuous access to data through a hosted software platform, we recognize revenues ratably over the contract term. | |
Property, Plant and Equipment | Property and Equipment, Net Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 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 Computer software, net includes internally developed software, purchased software, software acquired in business combinations and asset acquisitions, less accumulated amortization. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line method over its remaining estimated useful life, ranging from 3 to 10 years. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, ranging from 3 to 7 years. Internal development costs are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Marketed , or ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . Judgment is required in determining the classification of our development costs under these two topics, especially for development of new software products in which marketing strategies may still be in development. We may rely on past practice in cases where that provides the best evidence. For computer software products to be sold, leased or marketed, all costs incurred to establish technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers' salaries, related payroll costs and costs of independent contractors, are capitalized and amortized on a product-by-product basis commencing on the date of general release to clients. We do not capitalize any costs once the product is available for general release to clients. Judgment is required in determining when technological feasibility of a product is established. The timing of when various research and development projects become technologically feasible or ready for release can cause fluctuations in the amount of research and development costs that are expensed or capitalized in any given period. Generally, we amortize capitalized costs on a straight-line basis. However, we use an accelerated amortization method equal to the ratio of revenues generated by the software solution in the current year as a percentage of the estimated current and future revenues over its estimated useful life if that ratio is greater than the percentage to be amortized using the straight-line method. The estimated remaining software life generally ranges from 5 to 10 years. 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 commencing on the date the product is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded using the straight-line method over the software's estimated useful life, generally ranging from 5 to 7 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. | |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consist primarily of client relationships that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis, less accumulated amortization. Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 3 to 10 years from the acquisition date using either a straight-line or accelerated method. Client relationships are amortized using an accelerated method that takes into consideration expected client attrition rates over a period of up to 10 years from the acquisition date. | |
Impairment Testing | Impairment TestingLong-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 Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. Goodwill is tested for impairment at the reporting unit level. In evaluating the recoverability of goodwill, we consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit's last quantitative test, and other factors to determine whether or not to first perform a qualitative test. When performing an annual goodwill impairment analysis based on a review of qualitative factors, we evaluate if events and circumstances exist that lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. The quantitative test includes determining the fair value of a reporting unit based on a weighted average of multiple valuation methods, primarily a combination of an income approach and a market approach, which are Level 3 and Level 2 inputs, respectively. The income approach includes the present value of estimated future cash flows, while the market approach uses earnings multiples of similar guideline public companies. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired | |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates Investments in entities that we have the ability to exercise significant influence over, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, investments are recorded at the initial cost and are adjusted for subsequent additional investments and our share of earnings or losses and distributions. We record our share of equity-based compensation expense of unconsolidated affiliates as an adjustment to our investment with a related adjustment to our equity. Star Parent, L.P. (“Star Parent”), a former non-wholly owned subsidiary (and former parent of Dun & Bradstreet Holdings, Inc. (“DNB”)), was considered a VIE. For the 2019 and 2020 periods in which we had a minority interest in Star Parent, we were a limited partner and did not have the power to direct the activities that most significantly affected Star Parent's economic performance. We did not provide any implicit or explicit liquidity guarantees or principal value guarantees to Star Parent. For these reasons, we were not the primary beneficiary and accounted for our investment using the equity method of accounting. Our investment in Star Parent was recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses were recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. On July 6, 2020, our investment in Star Parent was exchanged for an investment in DNB in conjunction with their initial public offering (“DNB IPO”). We own less than 20% of DNB but are considered to have the ability to exercise significant influence, but not control, primarily through a combination of our investment in DNB, an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the DNB IPO and our shared Chief Executive Officer. For these reasons, we account for our investment using the equity method of accounting. Our investment in DNB is recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets, and related earnings and losses are recorded in Equity in earnings (losses) of unconsolidated affiliates, net of tax in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to Note 4 – Investments in Unconsolidated Affiliates for additional information. | |
Deferred Contract Costs, Net | Deferred Contract Costs, Net We capitalize incremental contract acquisition costs that relate directly to an existing contract or a specific anticipated contract, and are expected to be recovered. Costs that would have been incurred regardless of whether the contract was obtained are expensed as incurred. As a practical expedient, we expense incremental costs of obtaining a contract if the amortization period of the asset would be one year or less. We also consider whether to capitalize costs to fulfill a contract that may be incurred before we commence performance on an obligation. These costs represent incremental, recoverable external costs and certain internal costs that are directly related to the contract and are primarily associated with costs of resources involved in installation of systems, processes and data conversion. Deferred contract costs are amortized on a systematic basis consistent with the transfer to the client of the solutions or services to which the asset relates. We consider the explicit term of the contract with the client, expected renewals and the rate of change related to our solutions in determining the amortization period, which ranges from 5 to 10 years. In the event indications exist that a deferred contract cost asset related to a particular contract may not be recoverable, undiscounted estimated cash flows of the total period over which economic benefits for providing the related products or services are expected to be received are projected and compared to the unamortized deferred contract cost balance. If the projected cash flows and any unrecognized revenues are not adequate to recover the unamortized cost, an impairment charge would be recorded to reduce the carrying amount to the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. Amortization expense for deferred contract costs is included in Depreciation and amortization in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to the "Depreciation and Amortization" section below. | |
Leases | Leases We determine if an arrangement is a lease at contract inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments according to the arrangement. Operating and finance lease right-of-use assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. We use the implicit rate when it is readily determinable. Otherwise, we | |
Trade Accounts Payable and Other Liabilities | 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. | |
Deferred Compensation Plan | Deferred Compensation PlanCertain management-level employees of Black Knight are participants in the Black Knight Deferred Compensation Plan. Participant benefits are provided by a funded rabbi trust. The compensation withheld from the participants, together with investment income, is recorded as a deferred compensation obligation to participants. The assets of the funded rabbi trust are included in Other non-current assets in our Consolidated Balance Sheets. | |
Loss Contingencies | Loss Contingencies ASC Topic 450, Contingencies, | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Redeemable noncontrolling interests represent the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). We have call rights on THL's and Cannae’s equity interests in Optimal Blue Holdco that are exercisable beginning September 15, 2023 at a call price equal to the greater of (i) the fair market value of such interests and (ii) an amount that would result in the multiple of THL’s or Cannae’s return on investment to equal 2.0, as applicable. In addition, THL and Cannae have the right to put their respective interests in Optimal Blue Holdco at a price equal to the fair market value of such interests to (i) Optimal Blue Holdco if there is a change of control of Black Knight or (ii) Optimal Blue Holdco, Black Knight Technologies ("BKT") or Black Knight that are exercisable beginning September 15, 2023. We have the option to satisfy the purchase price in connection with the exercise of any put or call right either in cash or Black Knight common stock other than a put in connection with a change of control of Black Knight, in which case the purchase price is payable only in cash. The equity interests will be settled at the current fair market value, at the time we either provide notice of the call election or receive notice of the put election, as determined by the parties or by a third party appraisal under the terms of OB Holdco LLC Agreement. As these redeemable noncontrolling interests provide for redemption features not solely within our control, they are presented on our Consolidated Balance Sheets outside of shareholders' equity. We recognize any changes in the redemption price related to these redeemable noncontrolling interests as they occur through Additional paid-in capital. | |
Treasury Shares | Treasury Shares Shares held in treasury are at cost. We charge the cost in excess of par value to Retained earnings when we cancel or retire treasury shares. | |
Operating Expenses | Operating Expenses Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses primarily include compensation costs, including equity-based compensation and benefits, software and hardware maintenance costs, professional services fees, rent-related costs, software subscription costs and cloud computing costs. Equity-based compensation is included within Corporate and Other in Note 21— Segment Information . General and administrative expenses, which are primarily included in Operating expenses within Corporate and Other in Note 21— Segment Information , include compensation costs, including benefits and equity-based compensation, professional services fees, insurance, rent-related costs, software subscription costs and other costs associated with the enterprise risk, finance, human resources, marketing, legal and other support functions. | |
Equity-Based Compensation | Equity-Based Compensation We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost measured using the grant date fair value of equity-based payments to be recognized over the requisite service period, which generally equals the vesting period. For awards with a performance condition, we recognize compensation cost under the graded vesting method over the requisite service period of the award, which at times results in accelerated recognition of the cost. We do not recognize compensation cost if the performance condition is not considered probable of achievement. If at any point we determine that the performance condition is improbable of achievement, we reverse any previously recognized compensation cost for that award. | |
Transition and Integration Costs | Transition and Integration Costs Transition and integration costs represent costs primarily associated with acquisitions, expense reduction initiatives, executive transition costs and other transition-related costs. | |
Interest Expense, Net | Interest Expense, Net Interest expense, net consists primarily of interest expense on our borrowings, amortization of our debt issuance costs and original issue discount, payments on our interest rate swaps, commitment fees on our revolving credit facility and administrative agent fees net of capitalized interest and interest income. Debt issuance costs are amortized using the effective interest method over the expected repayment period of the debt. | |
Income Taxes | Income Taxes Black Knight is treated as a corporation under applicable federal and state income tax laws. We are subject to income tax in the U.S. and certain state jurisdictions in which we operate and record the tax effects as a part of the tax accounting process of preparing the consolidated financial statements. Our India subsidiary is subject to income tax in India. The tax accounting process involves calculating current tax expense together with assessing basis differences resulting from differing recognition of items for income tax and GAAP accounting purposes. These differences result in current and deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of changes in tax rates and laws in future periods, if any, is reflected in the consolidated financial statements in the period enacted. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable earnings and, to the extent we believe that recovery is not likely, establish a valuation allowance. We believe that based on our historical pattern of taxable earnings, projections of future earnings, tax planning strategies, reversing taxable timing differences and other relevant evidence, we will produce sufficient earnings in the future to realize recorded deferred income tax assets. To the extent we establish a valuation allowance or increase an allowance in a period, we would reflect the increase as expense within Income tax expense in the Consolidated Statements of Earnings and Comprehensive Earnings. Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. We believe our tax positions comply with applicable tax law, and we adequately provide for any known tax contingencies. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense, net earnings or cash flows in the period that determination is made. We record interest and penalties related to income taxes, if any, as a component of Income tax expense on the Consolidated Statements of Earnings and Comprehensive Earnings. Refer to Note 19— Income Taxes for additional information. | |
Earnings Per Share | Earnings Per ShareBasic net earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of common stock outstanding during the period. Diluted net earnings per share includes the effect of unvested restricted stock awards and may include the effect of unvested OB PIUs in future periods. | |
Business Acquisitions | Business Acquisitions We include the results of operations of acquired businesses beginning on the respective acquisition dates. The purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date, with the excess recorded as goodwill. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date. Acquisition-related costs are expensed as incurred. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Pronouncements Current Expected Credit Losses (ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326")) In June 2016, the Financial Accounting Standards Board ("FASB") issued Accountings Standards Update ("ASU") 2016-13, Financial Instruments — Credit Losses, as well as several other related updates, which were codified as ASC 326. This update significantly changes how companies measure and recognize credit impairment for many financial assets. The new standard requires 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. Our financial assets that are included in the scope of these updates are primarily trade receivables and contract assets. We applied an integrated approach to analyzing the effects of ASC 326, including developing accounting policies and positions, evaluating differences from applying the requirements of the new standard to our previous business practices and assessing the need for any changes in our processes and design of internal controls. The primary effect of adopting the new standard relates to the changes in our estimated credit losses and providing additional disclosures about our financial assets that are included in the scope of this new standard. Based on our assessment, we did not identify a material change in our financial condition, results of operations or business practices. We adopted ASC 326 on January 1, 2020 using a modified retrospective approach. The effect of this adoption was an adjustment of $1.1 million, net of tax, to our opening Retained earnings on our Consolidated Statements of Equity. Other Accounting Pronouncements In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815) . This update expanded the permissible benchmark interest rates to include the Secured Overnight Financing Rate and the Overnight Index Swap Rate as benchmark interest rates for hedge accounting purposes. We adopted this update on January 1, 2019. This update is required to be applied prospectively to qualifying new or redesignated hedging relationships entered into on and after the date of adoption. We did not enter into new hedging relationships in 2020. We continue to monitor developments related to London Interbank Offered Rate ("LIBOR") transition date and effects it may have on our strategy, systems and processes. Interest rates related to our credit agreement are based on the Eurodollar rate, which is based on LIBOR. The terms of our interest rate swap agreements are also based on LIBOR. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This update removed, modified and added certain disclosure requirements for fair value measurements. We adopted this update on January 1, 2020 and applied its amendments prospectively. This update did not have a material effect on our consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update allowed 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"). We adopted this update on January 1, 2019 and reclassified $1.0 million from Accumulated other comprehensive (loss) earnings to Retained earnings. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This update eliminated 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 continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. We adopted this update on January 1, 2020 and applied its amendments prospectively. This update did not have a material effect on our consolidated financial statements and related disclosures. Not Yet Adopted Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This update simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021 with early adoption permitted but no earlier than fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We do not expect the adoption of this update to have a material effect on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This update provides for optional financial reporting alternatives to reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate reform. The accommodations are effective for all entities through December 31, 2022. They may be applied from the beginning of the interim period that includes the issuance of this update. We do not expect the adoption of this update to have a material effect on our consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. This update also clarifies certain interactions between the guidance to account for certain equity securities, equity method investments and the guidance in Topic 815, including measuring certain purchased options and forward contracts to acquire investments. This update is effective prospectively for fiscal years beginning after December 15, 2020, with early adoption permitted. We do not expect the adoption of this update to have a material effect on our consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This update simplifies accounting for income taxes by eliminating some exceptions to the general approach in ASC Topic 740, Income Taxes , related to intraperiod tax allocation, the methodology for calculating income tax in an interim period and the recognition of deferred tax liabilities for outside basis differences. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 with early adoption permitted. The amendments in this update should be applied on either a retrospective basis, modified retrospective basis or prospectively, depending on the provision within the amendment. We do not expect the adoption of this update to have a material effect on our consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents are unrestricted and include the following (in millions): December 31, 2020 2019 Cash $ 27.1 $ 8.2 Cash equivalents 7.6 7.2 Cash and cash equivalents $ 34.7 $ 15.4 |
Schedule of Accounts, Notes, Loans and Financing Receivable | A summary of Trade receivables, net of allowance for credit losses is as follows (in millions): December 31, 2020 2019 Trade receivables — billed $ 136.4 $ 136.6 Trade receivables — unbilled 47.9 39.8 Trade receivables 184.3 176.4 Allowance for credit losses (2.1) (1.3) Trade receivables, net $ 182.2 $ 175.1 |
Allowance for Credit Losses on Financing Receivables | The rollforward of allowance for credit losses for Trace Receivables, net is as follows (in millions): Year ended December 31, 2020 2019 2018 Beginning balance $ (1.3) $ (1.3) $ (1.9) Effect of ASU 2016-13 adoption (1) (0.5) — — Bad debt expense (1.2) (1.6) (0.6) Write-offs, net of recoveries 0.9 1.6 1.2 Ending balance $ (2.1) $ (1.3) $ (1.3) _______________________________________________________ (1) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments — Credit Losses , as well as several other related updates. Refer to section "Recent Accounting Pronouncements" below for details. |
Schedule of Depreciation and Amortization | Depreciation and amortization includes the following (in millions): Year ended December 31, 2020 2019 2018 Computer software $ 110.4 $ 97.3 $ 94.5 Other intangible assets 86.6 59.3 57.2 Deferred contract costs 33.9 42.9 32.9 Property and equipment 39.8 36.7 32.4 Total $ 270.7 $ 236.2 $ 217.0 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in millions): December 31, 2020 2019 Prepaid expenses $ 39.7 $ 37.1 Contract assets, net 20.9 19.5 Other current assets 9.8 8.2 Prepaid expenses and other current assets $ 70.4 $ 64.8 |
Trade Accounts Payable and Other Accrued Liabilities | Trade accounts payable and other accrued liabilities consist of the following (in millions): December 31, 2020 2019 Income taxes payable $ 13.6 $ 5.5 Lease liabilities, current 13.5 12.3 Accrued interest 12.8 0.2 Other taxes payable and accrued 10.7 6.6 Trade accounts payable 8.9 13.0 Other 28.6 27.7 Trade accounts payable and accrued liabilities $ 88.1 $ 65.3 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The total consideration was as follows (in millions): Cash paid $ 74.1 Contingent consideration 3.1 Less: cash acquired (3.7) Total consideration, net $ 73.5 Cash paid $ 1,828.3 Less: cash acquired (29.3) Total consideration, net $ 1,799.0 |
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 (in millions): Total consideration, net $ 73.5 Computer software $ 8.2 Other intangible assets 18.1 Goodwill 46.9 Other current and non-current assets 4.1 Total assets acquired 77.3 Total liabilities assumed 3.8 Net assets acquired $ 73.5 The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed (in millions): Total consideration, net $ 1,799.0 Trade receivables $ 11.3 Computer software 79.7 Other intangible assets 610.8 Goodwill (Note 10) 1,206.0 Other current and non-current assets 13.3 Total assets acquired 1,921.1 Deferred income taxes 101.4 Current and other non-current liabilities 20.7 Total liabilities assumed 122.1 Net assets acquired $ 1,799.0 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | As of the acquisition dates, the preliminary gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired consisted of the following (dollars in millions): Gross carrying value Weighted average Computer software $ 8.2 5 Other intangible assets: Client relationships 16.4 10 Trade names 1.1 3 Non-compete agreements 0.6 4 Other intangible assets 18.1 Total gross carrying value $ 26.3 As of the acquisition date, the preliminary gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired consisted of the following (dollars in millions): Gross carrying value Weighted average Computer software $ 79.7 5 Other intangible assets: Client relationships 602.5 10 Trade names 5.2 3 Non-compete agreements 3.1 5 Other intangible assets 610.8 Total gross carrying value $ 690.5 |
Unaudited Pro Forma Results | Pursuant to ASC 805, unaudited pro forma results of operations for the years ended December 31, 2020 and 2019, assuming the acquisition had occurred as of January 1, 2019, are presented below (in millions, except per share amounts): Year ended December 31, 2020 2019 Revenues $ 1,320.0 $ 1,267.3 Net earnings $ 200.6 $ 4.3 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated VIEs | Summarized consolidated financial information for DNB (Successor) and Star Parent (Predecessor) is presented below (in millions): December 31, 2020 2019 Current assets $ 874.0 $ 417.9 Non-current assets 8,345.4 8,694.9 Total assets $ 9,219.4 $ 9,112.8 Current liabilities, including short-term debt $ 825.3 $ 1,090.4 Non-current liabilities 4,816.4 5,412.9 Total liabilities 5,641.7 6,503.3 Cumulative preferred series A stock — 1,030.6 Total equity 3,577.7 1,578.9 Total liabilities and shareholders' equity $ 9,219.4 $ 9,112.8 Year ended December 31, 2020 For the period Revenues $ 1,738.1 $ 1,413.9 Loss before provision for income taxes and equity in net income of affiliates $ (219.3) $ (540.0) Net loss $ (106.5) $ (425.8) Net loss attributable to DNB (Successor)/Star Parent $ (175.6) $ (546.3) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Basic: Net earnings attributable to Black Knight $ 264.1 $ 108.8 $ 168.5 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 152.0 147.7 147.6 Basic net earnings per share $ 1.74 $ 0.74 $ 1.14 Diluted: Net earnings attributable to Black Knight $ 264.1 $ 108.8 $ 168.5 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 152.0 147.7 147.6 Dilutive effect of unvested restricted shares of common stock 0.9 0.9 0.6 Weighted average shares of common stock, diluted 152.9 148.6 148.2 Diluted net earnings per share $ 1.73 $ 0.73 $ 1.14 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party items | A summary of the revenues and expenses, net from FNF for the periods we were related parties is as follows (in millions): Year ended December 31, 2019 (1) 2018 Revenues $ 59.5 $ 57.6 Operating expenses 12.5 12.1 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. A summary of underwritten secondary offerings of shares of our common stock by affiliates of THL for the periods we were related parties is as follows (in millions): May 11, March 15, 2018 February 15, 2018 Number of shares sold by affiliates of THL 12.1 8.0 8.0 Number of shares Black Knight repurchased from the underwriter — 1.0 2.0 Shares owned by affiliates of THL immediately after each offering — 12.1 20.1 A summary of related party items included in Revenues is as follows (in millions): Year ended December 31, 2019 (1) 2018 Software services $ 40.2 $ 35.9 Data and analytics services 19.3 21.7 Total related party revenues $ 59.5 $ 57.6 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. A summary of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Year ended December 31, 2019 (1) 2018 Data entry, indexing services and other operating expenses $ 8.8 $ 8.2 Corporate services 3.8 4.9 Technology and corporate services (0.1) (1.0) Total related party expenses, net $ 12.5 $ 12.1 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consist of the following (in millions): December 31, 2020 2019 Land $ 11.9 $ 11.9 Computer equipment 238.3 234.1 Buildings and improvements 84.8 81.2 Furniture, fixtures and other equipment 12.4 11.2 Leasehold improvements 7.5 7.1 Property and equipment 354.9 345.5 Accumulated depreciation and amortization (191.8) (168.6) Property and equipment, net $ 163.1 $ 176.9 |
Computer Software (Tables)
Computer Software (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Schedule of Capitalized Software | Computer software, net consists of the following (in millions): December 31, 2020 2019 Internally developed software $ 998.5 $ 808.2 Purchased software 89.8 78.9 Computer software 1,088.3 887.1 Accumulated amortization (590.0) (481.1) Computer software, net $ 498.3 $ 406.0 |
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): 2021 (1) $ 122.7 2022 123.0 2023 114.4 2024 62.0 2025 44.0 _______________________________________________________ (1) Assumes assets not in service as of December 31, 2020 are placed in service equally throughout the year. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2021 $ 151.7 2022 129.0 2023 105.8 2024 81.3 2025 68.3 |
Otherr Intangible Assets (Table
Otherr Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Other intangible assets consist of the following (in millions): December 31, 2020 December 31, 2019 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Client relationships $ 1,206.0 $ (525.9) $ 680.1 $ 587.1 $ (441.4) $ 145.7 Other 19.2 (7.0) 12.2 9.1 (4.8) 4.3 Total intangible assets $ 1,225.2 $ (532.9) $ 692.3 $ 596.2 $ (446.2) $ 150.0 |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets consist of the following (in millions): December 31, 2020 December 31, 2019 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Client relationships $ 1,206.0 $ (525.9) $ 680.1 $ 587.1 $ (441.4) $ 145.7 Other 19.2 (7.0) 12.2 9.1 (4.8) 4.3 Total intangible assets $ 1,225.2 $ (532.9) $ 692.3 $ 596.2 $ (446.2) $ 150.0 |
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): 2021 (1) $ 122.7 2022 123.0 2023 114.4 2024 62.0 2025 44.0 _______________________________________________________ (1) Assumes assets not in service as of December 31, 2020 are placed in service equally throughout the year. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2021 $ 151.7 2022 129.0 2023 105.8 2024 81.3 2025 68.3 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2018 $ 2,157.6 $ 172.1 $ — $ 2,329.7 Compass Analytics acquisition (Note 3) 31.7 — — 31.7 Balance, December 31, 2019 2,189.3 172.1 — 2,361.4 Optimal Blue acquisition (Note 3) 1,206.0 — — 1,206.0 Other acquisitions (Note 3) 20.5 25.5 — 46.0 Balance, December 31, 2020 $ 3,415.8 $ 197.6 $ — $ 3,613.4 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consist of the following (in millions): December 31, 2020 2019 Property records database $ 60.5 $ 60.1 Contract assets, net 56.5 37.8 Right-of-use assets 41.1 26.4 Deferred compensation plan related assets 19.5 15.2 Prepaid expenses 4.9 8.1 Unbilled receivables, net 1.1 3.5 Other 9.7 7.7 Other non-current assets $ 193.3 $ 158.8 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in millions): December 31, 2020 2019 Term A Loan $ 1,148.4 $ 1,203.1 Revolving Credit Facility 47.7 310.0 Senior Notes 1,000.0 — Other 17.6 41.7 Total long-term debt principal 2,213.7 1,554.8 Less: current portion of long-term debt (73.0) (79.1) Long-term debt before debt issuance costs and discount 2,140.7 1,475.7 Less: debt issuance costs and discount (18.8) (10.6) Long-term debt, net of current portion $ 2,121.9 $ 1,465.1 The 2018 Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage December 31, 2019 through and including March 31, 2020 0.63% Commencing on June 30, 2020 through and including March 31, 2022 1.25% Commencing on June 30, 2022 through and including March 31, 2023 2.50% |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of December 31, 2020, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Effective dates Notional amount Fixed rates March 31, 2017 through March 31, 2022 $ 200.0 2.08% September 29, 2017 through September 30, 2021 $ 200.0 1.69% April 30, 2018 through April 30, 2023 $ 250.0 2.61% January 31, 2019 through January 31, 2023 $ 300.0 2.65% Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (approximately 0.15% as of December 31, 2020). During the year ended December 31, 2019, the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rates February 1, 2016 through January 31, 2019 $ 200.0 1.01% February 1, 2016 through January 31, 2019 $ 200.0 1.01% The estimated fair values of our Swap Agreements are as follows (in millions): December 31, Balance sheet accounts 2020 2019 Other current liabilities $ 2.4 $ — Other non-current liabilities $ 35.2 $ 21.9 |
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 loss ("OCE") on the accompanying Consolidated Statements of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2020 Year ended December 31, 2019 Year ended December 31, 2018 Amount of loss recognized Amount of loss reclassified from Accumulated OCE Amount of loss recognized Amount of gain reclassified from Accumulated OCE Amount of loss recognized Amount of gain reclassified from Accumulated OCE Swap agreements (23.9) 12.2 (18.0) — (0.7) (2.7) |
Schedule of Maturities of Long-term Debt | As of December 31, 2020, principal maturities, including payments related to our finance leases, are as follows (in millions): 2021 $ 73.5 2022 111.7 2023 1,028.5 Thereafter 1,000.0 Total $ 2,213.7 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): December 31, 2020 December 31, 2019 Carrying amount Fair value Carrying amount Fair value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 34.7 $ 34.7 $ — $ — $ 15.4 $ 15.4 $ — $ — Liabilities: Interest rate swaps (Note 12) 37.6 — 37.6 — 21.9 — 21.9 — Contingent consideration (Note 3) 3.1 — — 3.1 9.0 — — 9.0 Redeemable noncontrolling interests 578.0 — — 578.0 — — — — |
Change in Fair Value of Contingent Consideration | The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2019 $ 9.0 Adjustments related to prior year acquisition (9.0) Adjustments related to current year acquisitions 3.1 Ending balance, December 31, 2020 $ 3.1 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | As of December 31, 2020, payment obligations for data processing and maintenance services agreements with initial or remaining terms greater than one year are as follows (in millions): 2021 $ 47.3 2022 26.0 2023 17.4 2024 0.2 2025 0.2 Total $ 91.1 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Operating Lease Liabilities | Operating lease liabilities are included in the Consolidated Balance Sheets as follows (in millions): December 31, 2020 2019 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 13.5 $ 12.3 Other non-current liabilities 29.7 13.8 Total lease liabilities $ 43.2 $ 26.1 |
Maturity of Operating Lease Liabilities | As of December 31, 2020, maturities of lease liabilities were as follows (in millions): 2021 $ 13.6 2022 8.8 2023 7.0 2024 6.0 2025 2.9 Thereafter 7.3 Total 45.6 Less: imputed interest (2.4) Total $ 43.2 |
Supplemental Information | Supplemental information related to leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2020 2019 Operating lease cost (1) $ 18.1 $ 15.7 Operating cash outflows related to lease liabilities 12.4 12.5 Non-cash additions for right-of-use assets, net of modifications 21.5 9.1 December 31, 2020 2019 Weighted average remaining lease term (in years) 5.3 2.9 Weighted average discount rate 3.30 % 3.81 % _______________________________________________________ (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. Accelerated right-of-use asset amortization included in operating lease cost was $2.8 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Class of Treasury Stock | A summary of share repurchases under our share repurchase program is as follows (in millions, except per share amounts): Year Total number of shares repurchased Aggregate purchase price Average price paid per share Shares remaining under repurchase authorization as of December 31, 2018 3.0 $ 141.5 $ 47.15 3.8 2019 0.2 11.9 $ 57.94 3.6 Total 3.2 $ 153.4 $ 47.84 |
Schedule of Restricted Stock Activity | A summary of restricted shares granted is as follows: Date Number of shares Grant date fair Vesting period Vesting criteria February 9, 2018 772,642 $ 45.85 3.0 Service and Performance April 2, 2018 159,915 $ 46.90 3.0 Service and Performance April 2, 2018 200,427 $ 46.90 2.3 Service Various other 2018 dates 13,602 $50.15 - $53.70 3.0 Service and Performance February 15, 2019 793,863 $ 52.38 3.0 Service and Performance February 28, 2019 5,744 $ 52.25 2.0 Service April 8, 2019 1,110 $ 54.14 3.0 Service and Performance December 1, 2019 122,203 $ 63.01 3.0 Service and Performance Various other 2019 dates 14,202 $56.66 - $62.50 3.0 Service February 18, 2020 16,689 $ 74.91 1.0 Service February 18, 2020 (1) 487,096 $ 74.91 3.0 Service and Performance March 11, 2020 11,865 $ 63.26 3.0 Service March 18, 2020 3,366 $ 59.45 2.0 Service May 6, 2020 (1) 3,101 $ 72.57 3.0 Service and Performance August 11, 2020 1,902 $ 78.88 3.0 Service August 11, 2020 761 $ 78.88 1.0 Service August 24, 2020 1,533 $ 81.54 1.0 Service November 10, 2020 1,365 $ 91.64 1.0 Service _______________________________________________________ (1) This award is subject to an independent performance target for each of three consecutive 12-month measurement periods. Vesting of each tranche is independent of the satisfaction of the annual performance target for other tranches. Restricted stock transactions under the Black Knight Omnibus plan for the periods presented are as follows: Shares Weighted average grant date fair value Balance December 31, 2017 1,581,711 $ 34.48 Granted 1,146,586 $ 46.27 Forfeited (22,515) $ 42.71 Vested (628,517) $ 34.90 Balance, December 31, 2018 2,077,265 $ 40.77 Granted 937,122 $ 53.84 Forfeited (90,880) $ 46.94 Vested (908,524) $ 39.83 Balance, December 31, 2019 2,014,983 $ 46.99 Granted 527,678 $ 74.62 Forfeited (11,811) $ 63.12 Vested (981,752) $ 44.50 Balance, December 31, 2020 1,549,098 $ 57.86 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize revenues from contracts with clients (in millions): Year ended December 31, 2020 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 700.1 $ 202.6 $ 902.7 $ 34.1 $ — $ 936.8 Professional services 77.6 45.8 123.4 0.7 (0.4) (1) 123.7 Data solutions — 1.2 1.2 161.4 — 162.6 Other — 12.9 12.9 2.5 — 15.4 Revenues $ 777.7 $ 262.5 $ 1,040.2 $ 198.7 $ (0.4) $ 1,238.5 Year ended December 31, 2019 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 726.1 $ 137.0 $ 863.1 $ 32.2 $ — $ 895.3 Professional services 84.3 46.4 130.7 1.2 (0.5) (1) 131.4 Data solutions — — — 129.4 — 129.4 Other 5.1 13.4 18.5 2.6 — 21.1 Revenues $ 815.5 $ 196.8 $ 1,012.3 $ 165.4 $ (0.5) $ 1,177.2 Year ended December 31, 2018 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 716.3 $ 108.8 $ 825.1 $ 29.8 $ — $ 854.9 Professional services 82.2 44.5 126.7 2.1 (2.5) (1) 126.3 Data solutions — — — 119.7 — 119.7 Other 0.5 9.7 10.2 2.9 — 13.1 Revenues $ 799.0 $ 163.0 $ 962.0 $ 154.5 $ (2.5) $ 1,114.0 _______________________________________________________ (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense consists of the following (in millions): Year ended December 31, 2020 2019 2018 Current: Federal $ 41.5 $ 39.5 $ 35.0 State 11.6 9.7 9.4 Foreign 1.0 0.9 0.8 Total current 54.1 50.1 45.2 Deferred: Federal (10.6) (0.2) (2.3) State (1.9) (8.0) (5.2) Total deferred (12.5) (8.2) (7.5) Total income tax expense $ 41.6 $ 41.9 $ 37.7 | |
Reconciliation of the Federal Statutory Rate to Effective Tax Rate | A reconciliation of our federal statutory income tax rate to our effective income tax rate is as follows: Year ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 4.2 4.1 5.0 Redeemable noncontrolling interests 1.3 — — Tax credits (4.6) (2.3) (1.8) Restricted share vesting (2.6) (1.1) (1.0) Effect of deferred revaluation related to lower blended state tax rate — (3.3) (2.0) Prior year return to provision adjustments (5.0) (0.9) (2.8) Effect of Optimal Blue acquisition and related transactions 1.4 — — Non-deductible executive compensation 1.2 — — Unrecognized tax benefit 1.9 (0.2) 0.1 Other 0.1 1.3 (0.2) Effective tax rate 18.9 % 18.6 % 18.3 % | |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consist of the following (in millions): December 31, 2020 2019 Deferred tax assets: Equity method investments $ 5.2 $ 25.7 Equity-based compensation 9.7 12.6 Deferred revenues 22.6 6.2 Interest rate swaps 9.5 5.6 Other 24.1 13.0 Total deferred tax assets 71.1 63.1 Deferred tax liabilities: Goodwill and other intangible assets (170.0) (168.7) Deferred contract costs (42.1) (40.3) Property, equipment and computer software (32.7) (34.3) Partnership basis (105.4) — Other (4.9) (5.1) Total deferred tax liabilities (355.1) (248.4) Net deferred tax liability $ (284.0) $ (185.3) | |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2020 2019 Balance, January 1 $ — $ 0.4 Additions based on tax positions of prior years 2.8 — Additions based on tax positions of current year 1.3 — Decreases based on tax positions of prior years — (0.4) Balance, December 31 $ 4.1 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 1,040.2 $ 198.7 $ (0.4) (1) $ 1,238.5 Expenses: Operating expenses 435.6 133.9 100.1 (2) 669.6 Transition and integration costs — — 31.4 (3) 31.4 EBITDA 604.6 64.8 (131.9) 537.5 Depreciation and amortization 120.9 15.1 134.7 (4) 270.7 Operating income (loss) 483.7 49.7 (266.6) 266.8 Interest expense, net (62.9) Other income, net 16.4 Earnings before income taxes and equity in earnings of unconsolidated affiliates 220.3 Income tax expense 41.6 Earnings before equity in earnings of unconsolidated affiliates 178.7 Equity in earnings of unconsolidated affiliates, net of tax 67.1 Net earnings 245.8 Net losses attributable to redeemable noncontrolling interests 18.3 Net earnings attributable to Black Knight $ 264.1 Year ended December 31, 2019 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 1,012.3 $ 165.4 $ (0.5) (1) $ 1,177.2 Expenses: Operating expenses 412.7 123.4 109.9 (2) 646.0 Transition and integration costs — — 5.4 (3) 5.4 EBITDA 599.6 42.0 (115.8) 525.8 Depreciation and amortization 123.9 15.9 96.4 (4) 236.2 Operating income (loss) 475.7 26.1 (212.2) 289.6 Interest expense, net (63.5) Other expense, net (1.4) Earnings before income taxes and equity in losses of unconsolidated affiliates 224.7 Income tax expense 41.9 Earnings before equity in losses of unconsolidated affiliates 182.8 Equity in losses of unconsolidated affiliates, net of tax (74.0) Net earnings $ 108.8 Year ended December 31, 2018 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 962.0 $ 154.5 $ (2.5) (1) $ 1,114.0 Expenses: Operating expenses 394.8 115.0 115.6 (2) 625.4 Transition and integration costs — — 6.6 (5) 6.6 EBITDA 567.2 39.5 (124.7) 482.0 Depreciation and amortization 112.9 14.1 90.0 (4) 217.0 Operating income (loss) 454.3 25.4 (214.7) 265.0 Interest expense, net (51.7) Other expense, net (7.1) Earnings before income taxes 206.2 Income tax expense 37.7 Net earnings $ 168.5 _______________________________________________________ (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $40.6 million, $51.7 million and $51.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. (3) Transition and integration costs primarily consists of costs associated with acquisitions and expense reduction initiatives. (4) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. (5) Transition and integration costs primarily consists of costs associated with executive transition, transition-related costs as we transferred certain corporate functions from FNF and acquisitions. |
Basis of Presentation (Details)
Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
Significant Accounting Polici_4
Significant Accounting Policies - Principles of Consolidation (Details) - USD ($) $ in Millions | Sep. 15, 2020 | Jul. 26, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Contributions received for redeemable noncontrolling interests | $ 578 | $ 0 | $ 0 | ||
Optimal Blue Holdco, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 762 | ||||
Optimal Blue Holdco, LLC | Cannae Holdings, LLC | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 20.00% | ||||
Contributions received for redeemable noncontrolling interests | $ 289 | ||||
Optimal Blue Holdco, LLC | THL | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 20.00% | ||||
Contributions received for redeemable noncontrolling interests | $ 289 | ||||
Optimal Blue Holdco, LLC | Black Knight Infoserv, LLC | |||||
Business Acquisition [Line Items] | |||||
Notes receivable due to subsidiary | $ 500 | ||||
Interest rate on note receivable to subsidiary (percent) | 6.125% |
Significant Accounting Polici_5
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash | $ 27.1 | $ 8.2 |
Cash equivalents | 7.6 | 7.2 |
Cash and cash equivalents | $ 34.7 | $ 15.4 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Trade Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Trade receivables | $ 184.3 | $ 176.4 | ||
Allowance for credit losses | (2.1) | (1.3) | $ (1.3) | $ (1.9) |
Trade receivables, net | 182.2 | 175.1 | ||
Trade receivables — billed | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Trade receivables | 136.4 | 136.6 | ||
Trade receivables — unbilled | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Trade receivables | $ 47.9 | $ 39.8 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Allowance for Doubtful Account (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ (1.3) | $ (1.3) | $ (1.9) |
Bad debt expense | (1.2) | (1.6) | (0.6) |
Write-offs, net of recoveries | 0.9 | 1.6 | 1.2 |
Ending balance | (2.1) | (1.3) | $ (1.3) |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ (0.5) | ||
Ending balance | $ (0.5) |
Significant Accounting Polici_8
Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Prepaid expense current | $ 39.7 | $ 37.1 |
Contract assets, net | 20.9 | 19.5 |
Other assets current | 9.8 | 8.2 |
Prepaid Expense and Other Assets, Current | $ 70.4 | $ 64.8 |
Significant Accounting Polici_9
Significant Accounting Policies - Property and Equipment, Net & Computer Software, Net (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 5 years | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 30 years | |
Furniture, fixtures and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 3 years | |
Furniture, fixtures and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 7 years | |
Software acquired in business combinations | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 3 years | |
Software acquired in business combinations | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 10 years | |
Purchased software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 3 years | |
Purchased software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 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 Polic_10
Significant Accounting Policies - Other Intangible Assets, Net (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Client relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Significant Accounting Polic_11
Significant Accounting Policies - Deferred Contract Costs and Interest Expense, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Deferred contract costs | $ 33.9 | $ 42.9 | $ 32.9 |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years |
Significant Accounting Polic_12
Significant Accounting Policies - Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Income taxes payable | $ 13.6 | $ 5.5 |
Lease liabilities, current | 13.5 | 12.3 |
Accrued interest | 12.8 | 0.2 |
Other taxes payable and accrued | 10.7 | 6.6 |
Trade accounts payable | 8.9 | 13 |
Other | 28.6 | 27.7 |
Trade accounts payable and accrued liabilities | $ 88.1 | $ 65.3 |
Significant Accounting Polic_13
Significant Accounting Policies - Deferred Compensation Plans (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Plan liability, other non-current liabilities | $ 19.3 | $ 14.6 |
Plan liability, other accrued liabilities | $ 0.9 |
Significant Accounting Polic_14
Significant Accounting Policies - Redeemable Noncontrolling Interests (Details) - Optimal Blue Holdco, LLC | Jul. 26, 2020 | Dec. 31, 2020 |
Noncontrolling Interest [Line Items] | ||
Threshold return on investment for call rights on redeemable noncontrolling interests | 2 | |
Cannae Holdings, LLC and Thomas H. Lee Partners, LP | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 40.00% |
Significant Accounting Polic_15
Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Deferred revenue, amount recognized | $ 49.5 | $ 55.9 | $ 51.7 |
Significant Accounting Polic_16
Significant Accounting Policies - Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | $ 270.7 | $ 236.2 | $ 217 |
Deferred contract costs | 33.9 | 42.9 | 32.9 |
Accelerated amortization of internally developed software | 1.7 | ||
Accelerated amortization of deferred charges | 0.1 | 6.2 | 3.4 |
Computer software | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 110.4 | 97.3 | 94.5 |
Other | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 86.6 | 59.3 | 57.2 |
Property and equipment | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | $ 39.8 | $ 36.7 | $ 32.4 |
Significant Accounting Polic_17
Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings (accumulated deficit) | $ 757.4 | $ 490.6 | |
Accounting Standards Update 2016-13 [Member] | Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings (accumulated deficit) | $ 1.1 | ||
Accounting Standards Update 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings (accumulated deficit) | $ 1 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Sep. 15, 2020 | Jul. 26, 2020 | Sep. 13, 2019 | Nov. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 08, 2019 |
Business Acquisition [Line Items] | |||||||||
Contributions received for redeemable noncontrolling interests | $ 578 | $ 0 | $ 0 | ||||||
Equity interest acquired (percent) | 18.10% | ||||||||
Transition and integration costs | $ 31.4 | 5.4 | 6.6 | ||||||
Optimal Blue Holdco, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid | $ 762 | ||||||||
Ownership interest in consolidated subsidiary (as a percent) | 60.00% | 60.00% | |||||||
Optimal Blue Holdco, LLC | Cannae Holdings, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 20.00% | ||||||||
Contributions received for redeemable noncontrolling interests | $ 289 | ||||||||
Optimal Blue Holdco, LLC | THL | |||||||||
Business Acquisition [Line Items] | |||||||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 20.00% | ||||||||
Contributions received for redeemable noncontrolling interests | $ 289 | ||||||||
Optimal Blue Holdco, LLC | Black Knight Infoserv, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Notes receivable due to subsidiary | $ 500 | ||||||||
Interest rate on note receivable to subsidiary (percent) | 6.125% | ||||||||
Collateral Analytics and DocVerify | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price consideration | $ 73.5 | ||||||||
Cash paid | 74.1 | ||||||||
Contingent consideration | 3.1 | ||||||||
Optimal Blue Holdco, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price consideration | $ 1,799 | ||||||||
Cash paid | $ 1,828.3 | ||||||||
Equity interest acquired (percent) | 100.00% | ||||||||
Acquisition-related transaction costs | (15) | ||||||||
Revenue of acquiree | $ 37.6 | ||||||||
Pre-tax loss of acquiree | 19 | ||||||||
Compass Analytics | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price consideration | $ 61.8 | ||||||||
Equity interest acquired (percent) | 100.00% | ||||||||
Transition and integration costs | 0.2 | ||||||||
Contingent consideration | $ 9 | ||||||||
Measurement period adjustment reduction | 0.9 | ||||||||
HeavyWater and Ernst | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price consideration | $ 43.4 | ||||||||
Equity interest acquired (percent) | 100.00% | ||||||||
Transition and integration costs | $ 0.1 | ||||||||
Trade Accounts Payable | Compass Analytics | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration liability, current | $ 4.3 | $ 4.3 | 4.2 | ||||||
Other non-current liabilities | Compass Analytics | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration liability, non-current | $ 4.8 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Consideration and Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 15, 2020 | Sep. 13, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,613.4 | $ 2,361.4 | $ 2,329.7 | ||
Collateral Analytics and DocVerify | |||||
Business Acquisition [Line Items] | |||||
Cash paid | 74.1 | ||||
Contingent consideration | 3.1 | ||||
Less: cash acquired | (3.7) | ||||
Total consideration, net | 73.5 | ||||
Computer software | 8.2 | ||||
Other intangible assets | 18.1 | ||||
Goodwill | 46.9 | ||||
Other current and non-current assets | 4.1 | ||||
Total assets acquired | 77.3 | ||||
Total liabilities assumed | 3.8 | ||||
Net assets acquired | 73.5 | ||||
Optimal Blue Holdco, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 1,828.3 | ||||
Less: cash acquired | (29.3) | ||||
Total consideration, net | 1,799 | ||||
Trade receivables | 11.3 | ||||
Computer software | 79.7 | 79.7 | |||
Other intangible assets | 610.8 | $ 610.8 | |||
Goodwill | 1,206 | ||||
Other current and non-current assets | 13.3 | ||||
Total assets acquired | 1,921.1 | ||||
Deferred income taxes | 101.4 | ||||
Current and other non-current liabilities | 20.7 | ||||
Total liabilities assumed | 122.1 | ||||
Net assets acquired | $ 1,799 | ||||
Compass Analytics | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 9 | ||||
Total consideration, net | $ 61.8 |
Business Acquisitions - Estimat
Business Acquisitions - Estimated Useful Lives of Assets Acquired (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 15, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Collateral Analytics and DocVerify | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 8.2 | ||
Other intangible assets | 18.1 | ||
Total gross carrying value | 26.3 | ||
Collateral Analytics and DocVerify | Client relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | $ 16.4 | ||
Property and equipment, useful life (in years) | 10 years | ||
Collateral Analytics and DocVerify | Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | $ 1.1 | ||
Property and equipment, useful life (in years) | 3 years | ||
Collateral Analytics and DocVerify | Non-compete agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | $ 0.6 | ||
Property and equipment, useful life (in years) | 4 years | ||
Optimal Blue Holdco, LLC | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 79.7 | $ 79.7 | |
Other intangible assets | 610.8 | $ 610.8 | |
Total gross carrying value | 690.5 | ||
Optimal Blue Holdco, LLC | Client relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | $ 602.5 | ||
Finite-lived intangible assets, weighted average useful life | 10 years | ||
Optimal Blue Holdco, LLC | Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | $ 5.2 | ||
Finite-lived intangible assets, weighted average useful life | 3 years | ||
Optimal Blue Holdco, LLC | Non-compete agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | $ 3.1 | ||
Finite-lived intangible assets, weighted average useful life | 5 years | ||
Computer software | Collateral Analytics and DocVerify | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, weighted average useful life | 5 years | ||
Computer software | Optimal Blue Holdco, LLC | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Property and equipment, useful life (in years) | 5 years |
Business Acquisitions - Unaudit
Business Acquisitions - Unaudited Pro Form Results (Details) - Optimal Blue Holdco, LLC - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenues | $ 1,320 | $ 1,267.3 |
Net earnings | $ 200.6 | $ 4.3 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jan. 08, 2021 | Jul. 06, 2020 | Jul. 01, 2019 | Jan. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 08, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||||||
Share price (in USD per share) | $ 145 | |||||||
Investment amount | $ 17.6 | $ 375 | ||||||
Equity interest acquired (percent) | 18.10% | |||||||
Equity in earnings (losses) of unconsolidated affiliates, net of tax | $ 67.1 | $ (74) | $ 0 | |||||
Gain on sale of equity investments | 5 | |||||||
Proceeds from sale of investment in unconsolidated affiliate | 8.4 | 0 | $ 0 | |||||
Receivable from sale of equity investment, noncurrent | $ 1.8 | |||||||
D&B Investment | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity interest acquired (percent) | 13.00% | |||||||
Payments to acquire interest in affiliate | $ 100 | |||||||
Shares owned by affiliates of THL immediately after each offering (shares) | 54.8 | |||||||
Ownership interest (percent) | 13.00% | |||||||
Share price (in USD per share) | $ 24.90 | |||||||
Fair value of investment | $ 1,365.8 | |||||||
Equity in earnings (losses) of unconsolidated affiliates, net of tax | (62.1) | 73.9 | ||||||
Tax benefit | (21) | $ (25) | ||||||
Noncash gain as a result of the DNB IPO | 88.2 | |||||||
Tax on noncash gain | $ 29.8 | |||||||
D&B Investment | Bisnode Business Information Group AB | Subsequent Event | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Issuance of common stock (in shares) | 6.2 | |||||||
Ownership interest (percent) | 12.80% | |||||||
D&B Investment | IPO | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Issuance of common stock (in shares) | 90 | |||||||
Price per share (in USD per share) | $ 22 | |||||||
Proceeds from Issuance Initial Public Offering | $ 2,400 | |||||||
D&B Investment | Underwriters' Option | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Issuance of common stock (in shares) | 11.7 | |||||||
D&B Investment | Private Placement | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Proceeds from Issuance Initial Public Offering | $ 400 |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliates - Unconsolidated VIE (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||
Assets | $ 6,090.5 | $ 3,962.8 |
Investment in Star Parent | ||
Variable Interest Entity [Line Items] | ||
Assets | 291.3 | |
Maximum exposure | 291.3 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | $ 9,219.4 | $ 9,112.8 |
Investments in Unconsolidated_5
Investments in Unconsolidated Affiliates - Summarized Financial Information (Details) - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | |||||
Current assets | $ 255.5 | $ 287.3 | $ 255.5 | ||
Total assets | 3,962.8 | 6,090.5 | 3,962.8 | ||
Current liabilities, including short-term debt | 260.8 | 291.3 | 260.8 | ||
Total liabilities | 2,064.3 | 2,884.8 | 2,064.3 | ||
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2020 and 2019 | 0 | 0 | 0 | ||
Total shareholders' equity | 1,898.5 | 2,627.7 | 1,898.5 | $ 1,786.5 | $ 1,708.8 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | 3,962.8 | 6,090.5 | 3,962.8 | ||
Revenues | 1,238.5 | 1,177.2 | 1,114 | ||
Loss before provision for income taxes and equity in net income of affiliates | 220.3 | 224.7 | 206.2 | ||
Net loss | 245.8 | 108.8 | 168.5 | ||
Net earnings attributable to Black Knight | 264.1 | 108.8 | $ 168.5 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 417.9 | 874 | 417.9 | ||
Non-current assets | 8,694.9 | 8,345.4 | 8,694.9 | ||
Total assets | 9,112.8 | 9,219.4 | 9,112.8 | ||
Current liabilities, including short-term debt | 1,090.4 | 825.3 | 1,090.4 | ||
Non-current liabilities | 5,412.9 | 4,816.4 | 5,412.9 | ||
Total liabilities | 6,503.3 | 5,641.7 | 6,503.3 | ||
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2020 and 2019 | 1,030.6 | 0 | 1,030.6 | ||
Total shareholders' equity | 1,578.9 | 3,577.7 | 1,578.9 | ||
Total liabilities, redeemable noncontrolling interests and shareholders' equity | 9,112.8 | 9,219.4 | $ 9,112.8 | ||
Revenues | 1,413.9 | 1,738.1 | |||
Loss before provision for income taxes and equity in net income of affiliates | (540) | (219.3) | |||
Net loss | (425.8) | (106.5) | |||
Net earnings attributable to Black Knight | $ (546.3) | $ (175.6) |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic: | |||
Net earnings attributable to Black Knight | $ 264.1 | $ 108.8 | $ 168.5 |
Shares used for basic net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 152 | 147.7 | 147.6 |
Basic net earnings per share (in dollars per share) | $ 1.74 | $ 0.74 | $ 1.14 |
Shares used for diluted net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 152 | 147.7 | 147.6 |
Dilutive effect of unvested restricted shares of Class A common stock (in shares) | 0.9 | 0.9 | 0.6 |
Weighted average shares of Class A common stock, diluted (in shares) | 152.9 | 148.6 | 148.2 |
Diluted net earnings per share (in dollars per share) | $ 1.73 | $ 0.73 | $ 1.14 |
Related Party Transactions - DN
Related Party Transactions - DNB (Details) - USD ($) $ in Millions | Jul. 06, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Related party revenues | $ 59.5 | $ 57.6 | ||
D&B Investment | ||||
Related Party Transaction [Line Items] | ||||
Payments to acquire interest in affiliate | $ 100 | |||
Related party receivables | 0.2 | $ 0.1 | ||
Related party revenues | $ 0.1 |
Related Party Transactions - Tr
Related Party Transactions - Trasimene (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Trasimene Capital Management, LLC | |
Related Party Transaction [Line Items] | |
Acquisition-related transaction costs | $ 8.3 |
Related Party Transactions - FN
Related Party Transactions - FNF (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Related party revenues | $ 59.5 | $ 57.6 |
Related party expenses, net | 12.5 | 12.1 |
FNF | ||
Related Party Transaction [Line Items] | ||
Related party revenues | 59.5 | 57.6 |
Operating expenses | FNF | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | $ 12.5 | $ 12.1 |
Related Party Transactions - TH
Related Party Transactions - THL Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020director | |
THL | |
Related Party Transaction [Line Items] | |
Number of related party directors serving on Board of Managers | 2 |
Related Party Transactions - _2
Related Party Transactions - THL Underwritten Public Offering (Details) - THL and its affiliates [Member] - shares | May 11, 2018 | Mar. 15, 2018 | Feb. 15, 2018 |
Related Party Transaction [Line Items] | |||
Issuance of common stock (in shares) | 12,100,000 | 8,000,000 | 8,000,000 |
Purchases of treasury stock (share) | 0 | 1,000,000 | 2,000,000 |
Shares owned by affiliates of THL immediately after each offering (shares) | 0 | 12,100,000 | 20,100,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Related party revenues | $ 59.5 | $ 57.6 |
Software services | ||
Related Party Transaction [Line Items] | ||
Related party revenues | 40.2 | 35.9 |
Data and analytics services | ||
Related Party Transaction [Line Items] | ||
Related party revenues | $ 19.3 | $ 21.7 |
Related Party Transactions - _3
Related Party Transactions - Related Party Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Related party expenses, net | $ 12.5 | $ 12.1 |
Data entry, indexing services and other operating expenses | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | 8.8 | 8.2 |
Corporate services | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | 3.8 | 4.9 |
Technology and corporate services | ||
Related Party Transaction [Line Items] | ||
Related party expenses, net | $ 0.1 | $ 1 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 354.9 | $ 345.5 |
Accumulated depreciation and amortization | (191.8) | (168.6) |
Property and equipment, net | 163.1 | 176.9 |
Leased equipment | 13.7 | |
Finance lease, imputed interest | 0.3 | 0.3 |
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 | 84.8 | 81.2 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7.5 | 7.1 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 238.3 | 234.1 |
Furniture, fixtures and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 12.4 | $ 11.2 |
Computer Software - Additional
Computer Software - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Computer software | $ 887.1 | $ 1,088.3 | $ 887.1 | |
Accumulated amortization | (481.1) | (590) | (481.1) | |
Computer software, net | 406 | 498.3 | 406 | |
Internally developed software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Computer software | 808.2 | 998.5 | 808.2 | |
Purchased software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Computer software | 78.9 | 89.8 | 78.9 | |
Software acquisition agreement | 32 | 32 | ||
Computer software received | $ 25.5 | $ 6.5 | ||
Noncash investing addition | $ 10.5 | $ 4.8 |
Computer Software - Estimated A
Computer Software - Estimated Amortization Expense on Computer Software (Details) $ in Millions | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2021 | $ 151.7 |
2022 | 129 |
2023 | 105.8 |
2024 | 81.3 |
2025 | 68.3 |
Internally developed and purchased software | |
Finite-Lived Intangible Assets [Line Items] | |
2021 | 122.7 |
2022 | 123 |
2023 | 114.4 |
2024 | 62 |
2025 | $ 44 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,225.2 | $ 596.2 |
Accumulated amortization | (532.9) | (446.2) |
Net carrying amount | 692.3 | 150 |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,206 | 587.1 |
Accumulated amortization | (525.9) | (441.4) |
Net carrying amount | 680.1 | 145.7 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 19.2 | 9.1 |
Accumulated amortization | (7) | (4.8) |
Net carrying amount | $ 12.2 | $ 4.3 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Other Intangible Assets - Estim
Other Intangible Assets - Estimated Amortization Expense (Details) $ in Millions | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2021 | $ 151.7 |
2022 | 129 |
2023 | 105.8 |
2024 | 81.3 |
2025 | $ 68.3 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,361.4 | $ 2,329.7 |
Acquisitions | 31.7 | |
Goodwill, ending balance | 3,613.4 | 2,361.4 |
Optimal Blue Holdco, LLC | ||
Goodwill [Roll Forward] | ||
Acquisitions | 1,206 | |
Other Acquisitions | ||
Goodwill [Roll Forward] | ||
Acquisitions | 46 | |
Operating Segments | Software Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,189.3 | 2,157.6 |
Goodwill, ending balance | 3,415.8 | 2,189.3 |
Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 172.1 | 172.1 |
Goodwill, ending balance | 197.6 | 172.1 |
Operating Segments | Compass Analytics | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | 31.7 | |
Operating Segments | Compass Analytics | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | 0 | |
Operating Segments | Optimal Blue Holdco, LLC | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | 1,206 | |
Operating Segments | Optimal Blue Holdco, LLC | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | 0 | |
Operating Segments | Other Acquisitions | Software Solutions | ||
Goodwill [Roll Forward] | ||
Acquisitions | 20.5 | |
Operating Segments | Other Acquisitions | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | 25.5 | |
Corporate and Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | 0 |
Goodwill, ending balance | 0 | 0 |
Corporate and Other | Compass Analytics | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ 0 | |
Corporate and Other | Optimal Blue Holdco, LLC | ||
Goodwill [Roll Forward] | ||
Acquisitions | 0 | |
Corporate and Other | Other Acquisitions | ||
Goodwill [Roll Forward] | ||
Acquisitions | $ 0 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Property records database | $ 60.5 | $ 60.1 |
Contract assets, net | 56.5 | 37.8 |
Right-of-use assets | 41.1 | 26.4 |
Deferred compensation plan related assets | 19.5 | 15.2 |
Prepaid expenses | 4.9 | 8.1 |
Unbilled receivables, net | 1.1 | 3.5 |
Other | 9.7 | 7.7 |
Other non-current assets | $ 193.3 | $ 158.8 |
Long-Term Debt - Long-term Debt
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total long-term debt principal | $ 2,213.7 | $ 1,554.8 |
Less: current portion of long-term debt | (73) | (79.1) |
Long-term debt before debt issuance costs and discount | 2,140.7 | 1,475.7 |
Less: debt issuance costs and discount | (18.8) | (10.6) |
Long-term debt, net of current portion | 2,121.9 | 1,465.1 |
Other | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 17.6 | 41.7 |
Term Loan | Term A Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 1,148.4 | 1,203.1 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 47.7 | 310 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | $ 1,000 | $ 0 |
Long-Term Debt - Principal Matu
Long-Term Debt - Principal Maturities of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Maturities of Long-term Debt [Abstract] | ||
2021 | $ 73.5 | |
2022 | 111.7 | |
2023 | 1,028.5 | |
Thereafter | 1,000 | |
Total long-term debt principal | $ 2,213.7 | $ 1,554.8 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) | Dec. 31, 2019 | Apr. 01, 2018 | Dec. 31, 2020 | Apr. 30, 2018 |
Debt Instrument [Line Items] | ||||
Other debt borrowings | $ 32,900,000 | |||
Debt Refinancing Costs | $ 5,800,000 | |||
Imputed rate | 3.40% | |||
Other Debt, Current | 9,500,000 | |||
Other Debt, Noncurrent | 6,400,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Amount unused on the Revolving Credit Facility | $ 702,300,000 | |||
Amended and Restated Credit Agreement | Term A Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,250,000,000 | |||
Amended and Restated Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 750,000,000 | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee (as a percent) | 0.20% | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Eurodollar | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.50% | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee (as a percent) | 0.15% | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 0.25% | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | Eurodollar | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.25% | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee (as a percent) | 0.20% | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 0.50% | |||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | Eurodollar | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.50% | |||
Term Loan | Term A Loan | ||||
Debt Instrument [Line Items] | ||||
Term loans, interest rate at period end (as a percent) | 1.64% | |||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility, interest rate at period end (as a percent) | 1.81% | |||
Other | ||||
Debt Instrument [Line Items] | ||||
Other debt borrowings | $ 16,300,000 | |||
Imputed rate | 3.30% |
Long-Term Debt - Payment Dates
Long-Term Debt - Payment Dates and Percentages (Details) - Term Loan - Term A Loan | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 0.63% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.25% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 2.50% |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - USD ($) $ in Millions | Aug. 26, 2020 | Apr. 01, 2018 |
Debt Instrument [Line Items] | ||
Stated interest rate | 0.00% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 1,000 | |
Stated interest rate | 3.625% | |
Senior Notes | Redemption Using Proceeds Of Certain Equity Offerings Before September 1, 2023 | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | |
Redemption price, percentage | 103.625% | |
Senior Notes | Redemption Including Make-Whole Payment Before September 1, 2023 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 100.00% | |
Redemption price in case of change of control, percentage | 101.00% |
Long-Term Debt - Other Debt and
Long-Term Debt - Other Debt and FV (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Apr. 01, 2018 | Dec. 31, 2020 | Aug. 26, 2020 |
Debt Instrument [Line Items] | ||||
Other debt borrowings | $ 32.9 | |||
Stated interest rate | 0.00% | |||
Imputed rate | 3.40% | |||
Other Debt, Current | $ 9.5 | |||
Other Debt, Noncurrent | $ 6.4 | |||
Remaining lease term | 1 year | 8 years | ||
Finance lease, stated rate | 0.00% | |||
Finance lease, imputed interest rate | 3.30% | |||
Non-cash financing and investing activity related to unpaid portion of finance lease agreements | $ 1.2 | |||
Current Portion Of Long Term Debt | ||||
Debt Instrument [Line Items] | ||||
Finance lease liability | $ 14.1 | 1.2 | ||
Other | ||||
Debt Instrument [Line Items] | ||||
Other debt borrowings | $ 16.3 | |||
Stated interest rate | 0.00% | |||
Imputed rate | 3.30% | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.625% | |||
Long-term Debt, Fair Value | 1,026.3 | |||
Long-term debt | $ 988.1 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2019 | Sep. 30, 2018 | Apr. 30, 2018 | Sep. 29, 2017 | Feb. 01, 2016 | ||
Derivative [Line Items] | |||||||||
Unrealized holding losses, net of tax(1) | [1] | $ (23.9) | $ (18) | $ (0.7) | |||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Month, Gross | 20.3 | ||||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 15.2 | ||||||||
Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount Per Derivative Instrument | $ 200 | ||||||||
Derivative, Fixed Interest Rate | 2.65% | 2.61% | 1.69% | ||||||
Derivative, Average Fixed Interest Rate | 1.01% | ||||||||
Derivative, Gain (Loss) on Derivative, Net | (37.6) | (21.9) | |||||||
Unrealized holding losses, net of tax(1) | $ (28.1) | $ (16.4) | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount Per Derivative Instrument | $ 300 | $ 200 | $ 250 | $ 200 | |||||
Derivative, Fixed Interest Rate | 2.08% | ||||||||
Derivative, Basis Spread on Variable Rate | 0.15% | ||||||||
[1] | Net of income tax benefit of $8.1 million, $6.1 million and $0.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Long-Term Debt - Swap Agreement
Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 2.4 | $ 0 |
Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 35.2 | $ 21.9 |
Long-Term Debt - Effect of Deri
Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) - Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] - Interest Rate Swap - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ (23.9) | $ (18) | $ (0.7) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 12.2 | $ 0 | $ (2.7) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash and cash equivalents | $ 34.7 | $ 15.4 |
Liabilities: | ||
Interest rate swaps | 37.6 | 21.9 |
Contingent consideration | 3.1 | 9 |
Redeemable noncontrolling interests | 578 | 0 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 34.7 | 15.4 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | 0 | 0 |
Redeemable noncontrolling interests | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 37.6 | 21.9 |
Contingent consideration | 0 | 0 |
Redeemable noncontrolling interests | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | 3.1 | $ 9 |
Redeemable noncontrolling interests | $ 578 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change In Fair Value Of Contingent Consideration (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Contingent Consideration Liability [Roll Forward] | |
Beginning balance, December 31, 2019 | $ 9 |
Ending balance, December 31, 2020 | 3.1 |
Level 3 | |
Contingent Consideration Liability [Roll Forward] | |
Beginning balance, December 31, 2019 | 9 |
Ending balance, December 31, 2020 | 3.1 |
Compass Analytics | Level 3 | |
Contingent Consideration Liability [Roll Forward] | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (9) |
Collateral Analytics and DocVerify | Level 3 | |
Contingent Consideration Liability [Roll Forward] | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 3.1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Gain on resolution of legacy legal matter | $ 18.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Payments for Data Processing and Services Agreements (Details) $ in Millions | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 47.3 |
2022 | 26 |
2023 | 17.4 |
2024 | 0.2 |
2025 | 0.2 |
Total | $ 91.1 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||||
Remaining lease term | 1 year | 8 years | 1 year | |
Renewal term | 5 years | |||
Cancellation period | 1 year | |||
Rent expense | $ 10.9 | |||
Finance lease period | 1 year | |||
Finance lease, stated rate | 0.00% | 0.00% | ||
Finance lease, imputed interest rate | 3.30% | |||
Leased equipment, useful life (in years) | 5 years | |||
Leased equipment | $ 13.7 | $ 13.7 | ||
Finance lease, imputed interest | $ 0.3 | $ 0.3 | $ 0.3 | |
Finance lease cost, amortization | 2.1 | |||
Finance lease cost, interest | $ 0.3 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndOtherAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndOtherAccruedLiabilitiesCurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Trade accounts payable and other accrued liabilities | $ 13.5 | $ 12.3 |
Other non-current liabilities | 29.7 | 13.8 |
Total lease liabilities | $ 43.2 | $ 26.1 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 13.6 | |
2022 | 8.8 | |
2023 | 7 | |
2024 | 6 | |
2025 | 2.9 | |
Thereafter | 7.3 | |
Total | 45.6 | |
Less: imputed interest | (2.4) | |
Total | $ 43.2 | $ 26.1 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 18.1 | $ 15.7 |
Operating cash outflows related to lease liabilities | 12.4 | 12.5 |
Non-cash additions for right-of-use assets, net of modifications | $ 21.5 | $ 9.1 |
Weighted average remaining lease term (in years) | 5 years 3 months 18 days | 2 years 10 months 24 days |
Weighted average discount rate | 3.30% | 3.81% |
Accelerated right-of-use asset amortization | $ 2.8 | $ 0.4 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 12, 2020 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Equity, Class of Treasury Stock [Line Items] | |||||
Period in force | 3 years | 3 years | |||
Authorized amount (shares) | $ 10 | ||||
Aggregate purchase price | $ 11.9 | $ 141.5 | $ 153.4 | ||
Average cost per share (usd per share) | $ 57.94 | $ 47.15 | $ 47.84 | ||
Remaining authorized shares for repurchase (shares) | 3.6 | 3.8 | 3.6 | ||
Common stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares repurchased (in shares) | 0.2 | 3 | 3.2 | ||
Common Class A | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Authorized amount (shares) | $ 10 |
Equity - Common Stock Offering
Equity - Common Stock Offering (Details) - USD ($) shares in Thousands, $ in Millions | Jun. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||
Net proceeds from issuance of common stock, before offering expenses | $ 484.6 | $ 0 | ||
Public offering, underwriters discount | $ 16.3 | |||
Costs directly associated with issuance of common | $ 0.4 | $ 0 | $ 0 | |
Common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of common stock (in shares) | 7,130 | 7,100 |
Equity - Equity-Based Compensat
Equity - Equity-Based Compensation Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 24, 2020 | Nov. 10, 2020 | Aug. 24, 2020 | May 06, 2020 | Mar. 18, 2020 | Mar. 11, 2020 | Dec. 01, 2019 | Apr. 08, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | Feb. 09, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated share-based compensation expense | $ 38.5 | $ 50.8 | $ 50.9 | |||||||||||
Accelerated share-based compensation | 0.5 | $ 2.9 | $ 6.9 | |||||||||||
Compensation cost not yet recognized | $ 36.5 | |||||||||||||
Compensation cost not yet recognized, period for recognition | 1 year 10 months 24 days | |||||||||||||
Restricted Stock | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Shares granted in period (in shares) | 1,365 | 1,533 | 3,101 | 3,366 | 11,865 | 122,203 | 1,110 | 5,744 | 793,863 | 772,642 | 527,678 | 937,122 | 1,146,586 | |
Vesting period (in years) | 1 year | 1 year | 3 years | 2 years | 3 years | 3 years | 3 years | 2 years | 3 years | 3 years | ||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 91.64 | $ 81.54 | $ 72.57 | $ 59.45 | $ 63.26 | $ 63.01 | $ 54.14 | $ 52.25 | $ 52.38 | $ 45.85 | $ 74.62 | $ 53.84 | $ 46.27 | |
Profit Interests Units | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated share-based compensation expense | $ 0.9 | |||||||||||||
Compensation cost not yet recognized | $ 25.7 | |||||||||||||
Compensation cost not yet recognized, period for recognition | 2 years 10 months 24 days | |||||||||||||
Shares granted in period (in shares) | 6,292 | |||||||||||||
Vesting period (in years) | 3 years | |||||||||||||
Weighted average risk free interest rate | 0.31% | |||||||||||||
Volatility assumption | 37.00% | |||||||||||||
Expected life | 4 years | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 4,233 | |||||||||||||
Grant date fair value | $ 26.6 | |||||||||||||
The Omnibus Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 18,500,000 | |||||||||||||
Number of shares available for future issuance (in shares) | 7,000,000 | |||||||||||||
Vesting over a three-year period | Profit Interests Units | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting percentage | 100.00% |
Equity - Restricted Stock Grant
Equity - Restricted Stock Grant (Details) - Restricted Stock | Nov. 10, 2020$ / sharesshares | Aug. 24, 2020$ / sharesshares | Aug. 11, 2020$ / sharesshares | May 06, 2020performance_period$ / sharesshares | Mar. 18, 2020$ / sharesshares | Mar. 11, 2020$ / sharesshares | Feb. 18, 2020performance_period$ / sharesshares | Dec. 01, 2019$ / sharesshares | Apr. 08, 2019$ / sharesshares | Feb. 28, 2019$ / sharesshares | Feb. 15, 2019$ / sharesshares | Apr. 02, 2018$ / sharesshares | Feb. 09, 2018$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | shares | 1,365 | 1,533 | 3,101 | 3,366 | 11,865 | 122,203 | 1,110 | 5,744 | 793,863 | 772,642 | 527,678 | 937,122 | 1,146,586 | |||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 91.64 | $ 81.54 | $ 72.57 | $ 59.45 | $ 63.26 | $ 63.01 | $ 54.14 | $ 52.25 | $ 52.38 | $ 45.85 | $ 74.62 | $ 53.84 | $ 46.27 | |||
Vesting period (in years) | 1 year | 1 year | 3 years | 2 years | 3 years | 3 years | 3 years | 2 years | 3 years | 3 years | ||||||
Number of measurement periods | performance_period | 3 | 3 | ||||||||||||||
Measurement period | 12 months | 12 months | ||||||||||||||
Tranche one | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | shares | 1,902 | 16,689 | 159,915 | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 78.88 | $ 74.91 | $ 46.90 | |||||||||||||
Vesting period (in years) | 3 years | 1 year | 3 years | |||||||||||||
Tranche two | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | shares | 761 | 487,096 | 200,427 | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 78.88 | $ 74.91 | $ 46.90 | |||||||||||||
Vesting period (in years) | 1 year | 3 years | 2 years 3 months 18 days | |||||||||||||
Various Grants | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | shares | 14,202 | 13,602 | ||||||||||||||
Vesting period (in years) | 3 years | 3 years | ||||||||||||||
Various Grants | Minimum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 56.66 | $ 50.15 | ||||||||||||||
Various Grants | Maximum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 62.50 | $ 53.70 |
Equity - Restricted Stock Trans
Equity - Restricted Stock Transactions (Details) - Restricted Stock - $ / shares | Nov. 10, 2020 | Aug. 24, 2020 | May 06, 2020 | Mar. 18, 2020 | Mar. 11, 2020 | Dec. 01, 2019 | Apr. 08, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | Feb. 09, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Outstanding shares, Balance Beginning (in shares) | 2,014,983 | 2,077,265 | 1,581,711 | ||||||||||
Granted (in shares) | 1,365 | 1,533 | 3,101 | 3,366 | 11,865 | 122,203 | 1,110 | 5,744 | 793,863 | 772,642 | 527,678 | 937,122 | 1,146,586 |
Canceled (in shares) | (11,811) | (90,880) | (22,515) | ||||||||||
Vested (in shares) | (981,752) | (908,524) | (628,517) | ||||||||||
Outstanding shares, Balance Ending (in shares) | 1,549,098 | 2,014,983 | 2,077,265 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Beginning balance (in dollars per share) | $ 46.99 | $ 40.77 | $ 34.48 | ||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 91.64 | $ 81.54 | $ 72.57 | $ 59.45 | $ 63.26 | $ 63.01 | $ 54.14 | $ 52.25 | $ 52.38 | $ 45.85 | 74.62 | 53.84 | 46.27 |
Forfeitures, weighted average grant date fair value (in dollars per share) | 63.12 | 46.94 | 42.71 | ||||||||||
Vested in period, weighted average grant date fair value (in dollars per share) | 44.50 | 39.83 | 34.90 | ||||||||||
Ending balance (in dollars per share) | $ 57.86 | $ 46.99 | $ 40.77 |
Employee Stock Purchase Plan _2
Employee Stock Purchase Plan and 401(k) Plan - Stock Purchase Plan (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 05, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 38.5 | $ 50.8 | $ 50.9 | ||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 7.1 | $ 8 | $ 7.8 | ||
Black Knight ESPP Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan (ESPP), holding period | 1 year | ||||
Black Knight ESPP Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan (ESPP), annual contributions per employee (as a percent) | 3.00% | ||||
Black Knight ESPP Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan (ESPP), annual contributions per employee (as a percent) | 15.00% |
Employee Stock Purchase Plan _3
Employee Stock Purchase Plan and 401(k) Plan - 401(k) Profit Sharring Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Defined contribution plan, maximum annual contributions per employee (as a percent) | 40.00% | ||
Defined contribution plan, employer matching contribution, percent of match | 37.50% | ||
Defined contribution plan, employe matching contribution, percent of employee's gross pay | 6.00% | ||
Defined contribution plan, cost recognized | $ 7.2 | $ 6.5 | $ 6.3 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,238.5 | $ 1,177.2 | $ 1,114 |
Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 936.8 | 895.3 | 854.9 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 123.7 | 131.4 | 126.3 |
Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 162.6 | 129.4 | 119.7 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 15.4 | 21.1 | 13.1 |
Operating Segments | Software Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,040.2 | 1,012.3 | 962 |
Operating Segments | Software Solutions | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 902.7 | 863.1 | 825.1 |
Operating Segments | Software Solutions | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 123.4 | 130.7 | 126.7 |
Operating Segments | Software Solutions | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1.2 | 0 | 0 |
Operating Segments | Software Solutions | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 12.9 | 18.5 | 10.2 |
Operating Segments | Data and Analytics | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 198.7 | 165.4 | 154.5 |
Operating Segments | Data and Analytics | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 34.1 | 32.2 | 29.8 |
Operating Segments | Data and Analytics | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0.7 | 1.2 | 2.1 |
Operating Segments | Data and Analytics | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 161.4 | 129.4 | 119.7 |
Operating Segments | Data and Analytics | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2.5 | 2.6 | 2.9 |
Corporate and Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (0.4) | (0.5) | (2.5) |
Corporate and Other | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Corporate and Other | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (0.4) | (0.5) | (2.5) |
Corporate and Other | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Corporate and Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Reportable Legal Entities | Servicing Software | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 777.7 | 815.5 | 799 |
Reportable Legal Entities | Servicing Software | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 700.1 | 726.1 | 716.3 |
Reportable Legal Entities | Servicing Software | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 77.6 | 84.3 | 82.2 |
Reportable Legal Entities | Servicing Software | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Reportable Legal Entities | Servicing Software | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 5.1 | 0.5 |
Reportable Legal Entities | Origination Software | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 262.5 | 196.8 | 163 |
Reportable Legal Entities | Origination Software | Software and hosting solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 202.6 | 137 | 108.8 |
Reportable Legal Entities | Origination Software | Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 45.8 | 46.4 | 44.5 |
Reportable Legal Entities | Origination Software | Data solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1.2 | 0 | 0 |
Reportable Legal Entities | Origination Software | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 12.9 | $ 13.4 | $ 9.7 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Billions | Dec. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 2.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 25.00% |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 66.00% |
Remaining performance obligation, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 90.00% |
Remaining performance obligation, period | 2 years |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 41.5 | $ 39.5 | $ 35 |
State | 11.6 | 9.7 | 9.4 |
Foreign | 1 | 0.9 | 0.8 |
Total current | 54.1 | 50.1 | 45.2 |
Deferred: | |||
Federal | (10.6) | (0.2) | (2.3) |
State | (1.9) | (8) | (5.2) |
Total deferred | (12.5) | (8.2) | (7.5) |
Total income tax expense | $ 41.6 | $ 41.9 | $ 37.7 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 4.20% | 4.10% | 5.00% |
Redeemable noncontrolling interests | 1.30% | 0.00% | 0.00% |
Tax credits | (4.60%) | (2.30%) | (1.80%) |
Restricted share vesting | (2.60%) | (1.10%) | (1.00%) |
Effect of deferred revaluation related to lower blended state tax rate | 0.00% | (3.30%) | (2.00%) |
Prior year return to provision adjustments | (5.00%) | (0.90%) | (2.80%) |
Effect of Optimal Blue acquisition and related transactions | 1.40% | 0.00% | 0.00% |
Non-deductible executive compensation | 1.20% | 0.00% | 0.00% |
Unrecognized tax benefit | 1.90% | (0.20%) | 0.10% |
Other | 0.10% | 1.30% | (0.20%) |
Effective tax rate | 18.90% | 18.60% | 18.30% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Equity method investments | $ 5.2 | $ 25.7 |
Equity-based compensation | 9.7 | 12.6 |
Deferred revenues | 22.6 | 6.2 |
Interest rate swaps | 9.5 | 5.6 |
Other | 24.1 | 13 |
Total deferred tax assets | 71.1 | 63.1 |
Deferred tax liabilities: | ||
Goodwill and other intangible assets | (170) | (168.7) |
Deferred contract costs | (42.1) | (40.3) |
Property, equipment and computer software | (32.7) | (34.3) |
Partnership basis | (105.4) | 0 |
Other | (4.9) | (5.1) |
Total deferred tax liabilities | (355.1) | (248.4) |
Net deferred tax liability | $ (284) | $ (185.3) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance, January 1 | $ 0 | $ 0.4 |
Additions based on tax positions of prior years | 2.8 | 0 |
Additions based on tax positions of current year | 1.3 | 0 |
Decreases based on tax positions of prior years | 0 | (0.4) |
Balance, December 31 | $ 4.1 | $ 0 |
Concentrations of Risk - Additi
Concentrations of Risk - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer Concentration Risk | Sales Revenue, Net | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk (in percent) | 10.00% | 12.00% |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,238.5 | $ 1,177.2 | $ 1,114 |
Operating expenses | 669.6 | 646 | 625.4 |
Transition and integration costs | 31.4 | 5.4 | 6.6 |
EBITDA | 537.5 | 525.8 | 482 |
Depreciation and amortization | 270.7 | 236.2 | 217 |
Operating income | 266.8 | 289.6 | 265 |
Interest expense | (62.9) | (63.5) | (51.7) |
Other income (expense), net | 16.4 | (1.4) | (7.1) |
Earnings before income taxes and equity in losses of unconsolidated affiliates | 220.3 | 224.7 | 206.2 |
Income tax expense | 41.6 | 41.9 | 37.7 |
Earnings before equity in losses of unconsolidated affiliates | 178.7 | 182.8 | 168.5 |
Equity in earnings (losses) of unconsolidated affiliates, net of tax | 67.1 | (74) | 0 |
Net earnings | 245.8 | 108.8 | 168.5 |
Net losses attributable to redeemable noncontrolling interests | 18.3 | 0 | 0 |
Net earnings attributable to Black Knight | 264.1 | 108.8 | 168.5 |
Balance sheet data: | |||
Total assets | 6,090.5 | 3,962.8 | |
Goodwill | 3,613.4 | 2,361.4 | 2,329.7 |
Allocated share-based compensation expense | 38.5 | 50.8 | 50.9 |
Operating Segments | Software Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,040.2 | 1,012.3 | 962 |
Operating expenses | 435.6 | 412.7 | 394.8 |
Transition and integration costs | 0 | 0 | 0 |
EBITDA | 604.6 | 599.6 | 567.2 |
Depreciation and amortization | 120.9 | 123.9 | 112.9 |
Operating income | 483.7 | 475.7 | 454.3 |
Balance sheet data: | |||
Goodwill | 3,415.8 | 2,189.3 | 2,157.6 |
Operating Segments | Data and Analytics | |||
Segment Reporting Information [Line Items] | |||
Revenues | 198.7 | 165.4 | 154.5 |
Operating expenses | 133.9 | 123.4 | 115 |
Transition and integration costs | 0 | 0 | 0 |
EBITDA | 64.8 | 42 | 39.5 |
Depreciation and amortization | 15.1 | 15.9 | 14.1 |
Operating income | 49.7 | 26.1 | 25.4 |
Balance sheet data: | |||
Goodwill | 197.6 | 172.1 | 172.1 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | (0.4) | (0.5) | (2.5) |
Operating expenses | 100.1 | 109.9 | 115.6 |
Transition and integration costs | 31.4 | 5.4 | 6.6 |
EBITDA | (131.9) | (115.8) | (124.7) |
Depreciation and amortization | 134.7 | 96.4 | 90 |
Operating income | (266.6) | (212.2) | (214.7) |
Balance sheet data: | |||
Goodwill | 0 | 0 | 0 |
Allocated share-based compensation expense | $ 40.6 | $ 51.7 | $ 51.4 |
Uncategorized Items - bki-20201
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201409Member |