Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-13585 | |
Entity Registrant Name | CORELOGIC, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-1068610 | |
Entity Address, Address Line One | 40 Pacifica | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 949 | |
Local Phone Number | 214-1000 | |
Trading Symbol | CLGX | |
Security Exchange Name | NYSE | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,618,482 | |
Entity Central Index Key | 0000036047 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.00001 par value | |
Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and Cash Equivalents | $ 227,102 | $ 167,422 |
Accounts receivable (less allowance for credit losses of $8,636 and $9,838 as of March 31, 2021 and December 31, 2020, respectively) | 320,609 | 303,202 |
Prepaid expenses and other current assets | 66,148 | 82,794 |
Assets of discontinued operations | 166,621 | 202,417 |
Total current assets | 780,480 | 755,835 |
Property and equipment, net | 401,552 | 406,114 |
Operating lease assets | 80,724 | 82,459 |
Goodwill, net | 2,319,411 | 2,315,495 |
Other intangible assets, net | 310,226 | 320,921 |
Capitalized data and database costs, net | 321,528 | 321,211 |
Other assets | 114,502 | 81,187 |
Total assets | 4,328,423 | 4,283,222 |
Current liabilities: | ||
Accounts payable and other accrued expenses | 208,149 | 177,606 |
Accrued salaries and benefits | 57,698 | 57,499 |
Contract liabilities, current | 478,074 | 411,821 |
Liabilities of discontinued operations | 56,339 | 44,677 |
Current portion of long-term debt | 9,003 | 43,230 |
Operating lease liabilities, current | 14,833 | 15,566 |
Total current liabilities | 824,096 | 750,399 |
Long-term debt, net of current | 1,763,212 | 1,828,003 |
Contract liabilities, net of current | 631,019 | 617,318 |
Deferred income tax liabilities | 99,280 | 91,853 |
Operating lease liabilities, net of current | 97,953 | 99,966 |
Other liabilities | 156,778 | 172,421 |
Total liabilities | 3,572,338 | 3,559,960 |
Stockholders' equity: | ||
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.00001 par value; 180,000 shares authorized; 73,619 and 73,152 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 1 | 1 |
Additional paid-in capital | 0 | 0 |
Retained earnings | 914,622 | 893,404 |
Accumulated other comprehensive loss | (158,538) | (170,143) |
Total stockholders' equity | 756,085 | 723,262 |
Total liabilities and equity | $ 4,328,423 | $ 4,283,222 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Allowance for doubtful accounts | $ 8,636 | $ 9,838 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 180,000,000 | 180,000,000 |
Common stock, shares issued (in shares) | 73,619,000 | 73,152,000 |
Common stock, shares outstanding (in shares) | 73,619,000 | 73,152,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Operating revenues | $ 422,785 | $ 352,920 |
Cost of services (excluding depreciation and amortization shown below) | 162,559 | 144,525 |
Selling, general and administrative expenses | 130,008 | 109,624 |
Depreciation and amortization | 44,781 | 43,578 |
Total operating expenses | 337,348 | 297,727 |
Operating income | 85,437 | 55,193 |
Interest expense: | ||
Interest income | 98 | 414 |
Interest expense | 16,401 | 18,193 |
Total interest expense, net | (16,303) | (17,779) |
Loss on investments and other, net | (502) | (3,857) |
Income from continuing operations before equity in earnings of affiliates and income taxes | 68,632 | 33,557 |
Provision for income taxes | 13,689 | 9,785 |
Income from continuing operations before equity in earnings of affiliates | 54,943 | 23,772 |
Equity in earnings of affiliates, net of tax | 0 | 512 |
Net income from continuing operations | 54,943 | 24,284 |
Income from discontinued operations, net of tax | 3,907 | 9,535 |
Loss from sale of discontinued operations, net of tax | (5,288) | 0 |
Net income | $ 53,562 | $ 33,819 |
Basic income per share: | ||
Net income from continuing operations (usd per share) | $ 0.75 | $ 0.31 |
Income from discontinued operations, net of tax (usd per share) | 0.05 | 0.12 |
Loss from sale of discontinued operations, net of tax (usd per share) | (0.07) | 0 |
Net income (usd per share) | 0.73 | 0.43 |
Diluted income per share: | ||
Net income from continuing operations (usd per share) | 0.73 | 0.30 |
Net income from discontinued operations, net of tax (usd per share) | 0.05 | 0.12 |
Loss from sale of discontinued operations, net of tax (usd per share) | (0.07) | 0 |
Net income (usd per share) | $ 0.71 | $ 0.42 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 73,228 | 79,028 |
Diluted (in shares) | 75,135 | 80,525 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 53,562 | $ 33,819 |
Other comprehensive income/(loss) | ||
Market value adjustments on interest rate swaps, net of tax | 13,330 | (36,890) |
Foreign currency translation adjustments | (1,811) | (38,690) |
Supplemental benefit plans adjustments, net of tax | 86 | 187 |
Total other comprehensive income/(loss) | 11,605 | (75,393) |
Comprehensive income/(loss) | $ 65,167 | $ (41,574) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 53,562 | $ 33,819 |
Less: Income from discontinued operations, net of tax | 3,907 | 9,535 |
Loss from sale of discontinued operations, net of tax | (5,288) | 0 |
Net income from continuing operations | 54,943 | 24,284 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 44,781 | 43,578 |
Amortization of debt issuance costs | 1,237 | 1,235 |
Amortization of operating lease assets | 3,660 | 3,656 |
Provision for bad debt and claim losses | 5,089 | 3,357 |
Share-based compensation | 9,634 | 7,961 |
Equity in earnings of affiliates, net of taxes | 0 | (512) |
Deferred income tax | 2,942 | 2,092 |
Loss on investments and other, net | 502 | 3,857 |
Accounts receivable | (16,570) | 7,709 |
Prepaid expenses and other current assets | (5,755) | 3,538 |
Accounts payable and other accrued expenses | 26,907 | (15,459) |
Contract liabilities | 79,954 | 24,457 |
Income taxes | 20,749 | 4,930 |
Dividends received from investments in affiliates | 0 | 185 |
Other assets and other liabilities | (39,936) | (9,808) |
Net cash provided by operating activities - continuing operations | 188,137 | 105,060 |
Net cash provided by operating activities - discontinued operations | 1,156 | 7,804 |
Total cash provided by operating activities | 189,293 | 112,864 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (12,447) | (12,344) |
Purchases of capitalized data and other intangible assets | (8,599) | (8,540) |
Cash paid for acquisitions, net of cash acquired | (8,072) | (11,760) |
Purchases of investments | 0 | (631) |
Cash received from sale of discontinued operations | 49,838 | 0 |
Proceeds from investments and other | 0 | 651 |
Net cash provided by/(used in) investing activities - continuing operations | 20,720 | (32,624) |
Net cash used in investing activities - discontinued operations | (1,694) | (2,892) |
Total cash provided by/(used in) investing activities | 19,026 | (35,516) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (100,708) | (723) |
Proceeds from issuance of shares in connection with share-based compensation | 3,109 | 2,932 |
Payment of tax withholdings related to net share settlements | (21,417) | (8,051) |
Shares repurchased and retired | 0 | (2,431) |
Dividends paid | (24,140) | (17,374) |
Contingent consideration payments subsequent to acquisitions | (6,448) | 0 |
Net cash used in financing activities - continuing operations | (149,604) | (25,647) |
Net cash used in financing activities - discontinued operations | (41) | 0 |
Total cash used in financing activities | (149,645) | (25,647) |
Effect of exchange rate on cash, cash equivalents, and restricted cash | (561) | (4,690) |
Net change in cash, cash equivalents, and restricted cash | 58,113 | 47,011 |
Cash, cash equivalents, and restricted cash at beginning of period | 177,833 | 114,679 |
Less: Change in cash, cash equivalents, and restricted cash - discontinued operations | (579) | 4,912 |
Plus: Cash swept from discontinued operations | 941 | 4,051 |
Cash, cash equivalents, and restricted cash at end of period | 237,466 | 160,829 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 14,505 | 16,391 |
Cash paid for income taxes | 3,827 | 2,218 |
Cash refunds from income taxes | 156 | 371 |
Non-cash investing activities: | ||
Capital expenditures included in accounts payable and other accrued expenses | $ 13,017 | $ 10,092 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Stockholder's Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Beginning balance, shares at Dec. 31, 2019 | 78,972 | ||||||
Beginning balance at Dec. 31, 2019 | $ 951,210 | $ 16,827 | $ 1 | $ 111,000 | $ 1,006,992 | $ 16,827 | $ (166,783) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 33,819 | 33,819 | |||||
Shares issued in connection with share-based compensation, shares | 489 | ||||||
Shares issued in connection with share-based compensation | 2,932 | 2,932 | |||||
Payment of tax withholdings related to net share settlements | (8,051) | (8,051) | |||||
Share-based compensation | 8,085 | 8,085 | |||||
Shares repurchased and retired, shares | (50) | ||||||
Shares repurchased and retired | (2,431) | (2,431) | |||||
Dividends on common shares | 0 | (54) | 54 | ||||
Other comprehensive income (loss) | (75,393) | (75,393) | |||||
Ending balance, shares at Mar. 31, 2020 | 79,411 | ||||||
Ending balance at Mar. 31, 2020 | $ 926,998 | $ 1 | 111,481 | 1,057,692 | (242,176) | ||
Beginning balance, shares at Dec. 31, 2020 | 73,152 | 73,152 | |||||
Beginning balance at Dec. 31, 2020 | $ 723,262 | $ 1 | 0 | 893,404 | (170,143) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 53,562 | 53,562 | |||||
Shares issued in connection with share-based compensation, shares | 467 | ||||||
Shares issued in connection with share-based compensation | 3,109 | 3,109 | |||||
Payment of tax withholdings related to net share settlements | (21,417) | (13,156) | (8,261) | ||||
Share-based compensation | 10,103 | 10,103 | |||||
Dividends on common shares | (24,139) | (56) | (24,083) | ||||
Other comprehensive income (loss) | $ 11,605 | 11,605 | |||||
Ending balance, shares at Mar. 31, 2021 | 73,619 | ||||||
Ending balance at Mar. 31, 2021 | $ 756,085 | $ 1 | $ 0 | $ 914,622 | $ (158,538) |
Basis of Condensed Consolidated
Basis of Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Condensed Consolidated Financial Statements | Basis of Condensed Consolidated Financial Statements CoreLogic, Inc., together with its subsidiaries (collectively “CoreLogic”, “the Company”, “we”, “us” or “our”), is a leading global property information, insight, analytics and data-enabled solutions provider operating in North America, Western Europe and Asia Pacific. Our combined data from public, contributory, and proprietary sources provides detailed coverage of property, mortgages and other encumbrances, property risk and replacement cost, location, hazard risk and related performance information. The markets we serve include real estate and mortgage finance, insurance, capital markets, and the public sector. We deliver value to clients through unique data, analytics, workflow technology, advisory and managed solutions. Clients rely on us to help identify and manage growth opportunities, improve performance, and mitigate risk. Our condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States (“US”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The 2020 year-end condensed consolidated balance sheet was derived from the Company’s audited financial statements for the year ended December 31, 2020. Interim financial information does not require the inclusion of all the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020. The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods. Merger Agreement In February 2021, we entered into an Agreement and Plan of Merger (“Merger Agreement”) with Celestial-Saturn Parent Inc., a Delaware corporation (“Acquirer”), and Celestial-Saturn Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Acquirer (“Acquisition Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Acquisition Sub would be merged with and into CoreLogic (“Merger”), with CoreLogic continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Acquirer. The Acquirer and Acquisition Sub are affiliates of Stone Point Capital Partners and Insight Partners. If the Merger is consummated, CoreLogic’s securities will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as practicable following the effective time of the Merger (“Effective Time”). In the event the Merger is completed, except as otherwise provided in the Merger Agreement, each share of common stock, par value $0.00001 per share, of CoreLogic issued and outstanding immediately prior to the Effective Time would be converted into the right to receive $80.00 per share in cash, without interest (“Merger Consideration”). Consummation of the Merger is subject to customary closing conditions, including, among other things, (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock (“Requisite Stockholder Approval”), and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and the expiration of applicable waiting periods or clearance of the Merger, as applicable, under the antitrust and foreign investment laws of certain other jurisdictions (“Regulatory Approvals”). The Requisite Stockholder Approval was obtained at a special meeting of the Company’s stockholders on April 28, 2021. In addition, the applicable waiting period under the HSR Act expired on March 22, 2021 and clearance to proceed was obtained from the New Zealand Overseas Investment Office on March 8, 2021. CoreLogic made the filing required in Australia in February 2021 and is awaiting approval from the Australian Foreign Investment Review Board. The consummation of the Merger is not subject to a financing condition, and the Acquirer has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement. Certain debt financing arrangements have already been secured by Acquisition Sub and, subject to the consummation of the Merger, will become indebtedness of CoreLogic at the Effective Time. Either we or the Acquirer may terminate the Merger Agreement in certain circumstances, including if (i) the Merger shall not have been consummated on or before 5:00 p.m. (New York City time) on August 9, 2021, (ii) any of certain governmental authorities of competent jurisdiction has issued a final non-appealable law or order prohibiting the Merger, (iii) the Requisite Stockholder Approval is not obtained at the stockholders’ meeting duly convened therefor or (iv) the other party materially breaches, and does not cure, any representation or covenant that would cause the related condition to the other party’s obligation to consummate the Merger not to be satisfied, in each case subject to certain limitations set forth in the Merger Agreement. If we terminate the Merger Agreement because (i) the Acquirer or Acquisition Sub materially breaches, and does not cure, any representation or covenant that would cause any conditions to our obligation to consummate the Merger not to be satisfied or (ii) all conditions to the Merger have been and continue to be satisfied (subject to customary exceptions) and the Acquirer fails to consummate the Merger after receiving written notification from us, we would be entitled to receive a termination fee from the Acquirer of $330 million. If the Merger Agreement is terminated by us or the Acquirer under other certain circumstances specified in the Merger Agreement, we would be obligated to pay a termination fee of $165 million to the Acquirer. See the risk factor titled “ If the Merger Agreement is terminated, under certain conditions, we may be obligated to pay the Acquirer a substantial termination fee, which could require us to incur additional debt or reduce the amount of cash we have available to fund our operations ” under “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 10-K”) for further information about the termination fee we may be obligated to pay. In March 2021, we filed a definitive proxy statement on Schedule 14A with the SEC (as supplemented, the “Definitive Proxy Statement”) related to the special meeting of stockholders called for the purpose of obtaining the Requisite Stockholder Approval. Please refer to the Definitive Proxy Statement for further information about the Merger, the Merger Agreement, and the other transactions contemplated thereby. Rights Agreement Amendment In February 2021, in connection with the execution of the Merger Agreement, we also entered into an amendment (“Rights Agreement Amendment”) to the Rights Agreement, dated as of July 6, 2020, by and between CoreLogic and Equiniti Trust Company, as rights agent (“Rights Agreement”), in order to (i) render the Rights Agreement inapplicable to the Merger and the transactions contemplated by the Merger Agreement, (ii) ensure that in connection with the transactions contemplated by the Merger Agreement, none of the Acquirer, Acquisition Sub, or any of their “Affiliates” or “Associates” (each as defined in the Rights Agreement) shall be deemed to be or become an “Acquiring Person” (as defined below) and (iii) provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time. Unsolicited Proposal and Proxy Contest Proposals On June 26, 2020, we received an unsolicited proposal from Senator Investment Group, LP (“Senator”) and Cannae Holdings, Inc. (“Cannae”) to acquire the Company for $65.00 per share in cash, which initial proposal was increased by Senator and Cannae on September 14, 2020 by $1.00 per share to $66.00 per share in cash (the “Unsolicited Proposal”). In July 2020, our Board of Directors (“Board”), in consultation with its independent financial and legal advisors, unanimously determined to reject the Unsolicited Proposal. In July 2020, Senator and Cannae issued a press release announcing proposals to remove members of our Board and replace them with up to nine individuals nominated by Senator and Cannae and to amend certain provisions of our Bylaws (“Proxy Contest Proposals”). In August 2020, the Board determined to call a special meeting of CoreLogic’s stockholders to allow our stockholders to consider and vote on the Proxy Contest Proposals. A special meeting of our stockholders to vote on the Proxy Contest Proposals was held in November 2020, with a record date of September 18, 2020, resulting in the removal of three members of our Board and the appointment of three of Senator and Cannae’s nominees to our Board, each with a term expiring at the Company’s 2021 annual meeting of stockholders. In connection with the Unsolicited Proposal, Proxy Contest Proposals, and related strategic transaction process we have incurred expenses of approximately $11.4 million for the three months ended March 31, 2021. Reportable Segments We have organized into the following two reportable segments: Property Intelligence & Risk Management (“PIRM”) and Underwriting & Workflow Solutions (“UWS”). Please refer to Note 13 - Segment Information for further information. Discontinued Operations In July 2020, we announced our intention to exit our reseller operations focused on mortgage credit and borrower verification and multi-family tenant screening. These businesses are comprised of our Rental Property Solutions (“RPS”) and Credit Solutions (“CS”) operations. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends and revenue mix, and significantly enhance profit margins. As a result of this strategic decision, the businesses have been reflected in our condensed consolidated financial statements as discontinued operations for all periods presented. In October 2020, we sold a portion of our multi-family tenant screening business, which resulted in a gain on sale of discontinued operations of $2.7 million, net of tax. In February 2021, we sold the remainder of RPS for $51.2 million which resulted in a loss of $5.3 million, net of tax, for the three months ended March 31, 2021. In connection with businesses we have previously discontinued, we retain certain contingent liabilities of the businesses that were disposed of. These contingent liabilities include, among other items, liability for certain litigation matters, indemnification obligations and potential breaches of representations or warranties. Please refer to Note 14 - Discontinued Operations for further information. Client Concentration We generate the majority of our operating revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 40% and 30% of our operating revenues for the three months ended March 31, 2021 and 2020, respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues during these periods. Cash, Cash Equivalents, and Restricted Cash We deem the carrying value of cash, cash equivalents, and restricted cash to be a reasonable estimate of fair value due to the nature of these instruments. Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows: (in thousands) March 31, 2021 March 31, 2020 Cash and cash equivalents $ 227,102 $ 150,937 Restricted cash included in other assets 9,966 9,714 Restricted cash included in prepaid expenses and other current assets 398 178 Total cash, cash equivalents, and restricted cash $ 237,466 $ 160,829 Operating Revenue Recognition We derive our operating revenues primarily from US mortgage lenders, servicers, and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing, and payment terms. Operating revenue is recognized when the distinct good or service (also referred as "performance obligation"), is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus margin approaches. For products or services where delivery occurs at a point in time, we recognize operating revenue when the client obtains control of the products upon delivery. When delivery occurs over time, we generally recognize operating revenue ratably over the service period once initial delivery has occurred. For certain of our products or services clients may also pay upfront fees, which we defer and recognize as operating revenue over the longer of the contractual term or the expected client relationship period. Licensing arrangements that provide our clients with the right to access, or use, our intellectual property are considered functional licenses for which we generally recognize operating revenue based on usage. For arrangements that provide a stand-ready obligation, or, substantive updates to the intellectual property which the client is contractually or practically required to use, we recognize operating revenue ratably over the contractual term. Client payment terms are standard with no significant financing components or extended payment terms granted. In limited cases, we allow for client cancellations for which we estimate a reserve. See further discussion in Note 7 - Operating Revenues . Comprehensive Loss Comprehensive loss includes all changes in equity except those resulting from investments by stockholders and distributions to stockholders. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and investments are recorded in other comprehensive loss. The following table shows the components of accumulated other comprehensive loss, net of taxes, as of March 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Cumulative foreign currency translation $ (100,650) $ (98,839) Cumulative supplemental benefit plans (10,880) (10,966) Net unrecognized losses on interest rate swaps (46,941) (60,271) Reclassification adjustment for gain on terminated interest rate swap included in net income (67) (67) Accumulated other comprehensive loss $ (158,538) $ (170,143) Investment in Affiliates, net Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment, less dividends received. We have one investment in an affiliate that is fully impaired as of March 31, 2021 and December 31, 2020. For both the three months ended March 31, 2021 and March 31, 2020, we had insignificant revenue, expense, accounts receivable, and accounts payable related to our investments in these affiliates. In January 2020, we completed the acquisition of the remaining 66% of Location, Inc. ("Location") for $11.5 million, subject to certain working capital adjustments. In connection with this transaction, we remeasured our pre-existing 34% investment balance of $5.6 million to fair value based on the purchase price, resulting in a $0.6 million step-up gain which is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the three months ended March 31, 2020. Prior to the acquisition of the remaining interest, we accounted for Location under the equity method and received dividends of $0.7 million in the first quarter of 2020. Leases We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. Operating and finance lease assets and liabilities are recorded based on the present value of future lease payments over the lease term which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize our incremental borrowing rate and inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term, which, if applicable, may factor in renewal or termination options. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on a straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease. If we abandon our right of use to a leased property prior to the lease termination date, and have no intention or ability to sublease the space, we reduce the remaining right of use asset and record an impairment charge in the period we vacate or otherwise cease to use the leased asset. For the three months ended March 31, 2021 and March 31, 2020, we had no impairment charges. We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted. Dividends We record cash dividends as reductions to retained earnings upon declaration, with a corresponding increase to current liabilities, based on common shares outstanding on the record date. In addition, as part of our share-based compensation program, the terms of our restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”) stipulate that holders of these awards are credited with dividend equivalent units on each date that a cash dividend is paid to holders of common stock. These dividend equivalents are subject to the same vesting and performance requirements of the underlying units and therefore are forfeitable (i.e. non-participating). Upon declaration of a dividend, we record dividend equivalents as a reduction to retained earnings, derived from the number of eligible unvested shares, with a corresponding increase to additional paid-in-capital. In December 2019, we announced the initiation of a quarterly cash dividend to common shareholders. CoreLogic paid a cash dividend of $0.22 per share of common stock in January 2020 and June 2020 to shareholders of record as of the close of business on January 10, 2020 and June 1, 2020, respectively. In July 2020, our Board announced a 50% increase in our cash dividend and declared a $0.33 per share cash dividend to common stockholders, which was paid in September 2020, December 2020, and March 2021 to stockholders of record as of the close of business on September 1, 2020, December 1, 2020, and March 1, 2021, respectively. Pursuant to the Merger Agreement, we agreed to refrain from declaring or paying any further dividends during the Interim Operating Period, subject to the terms, limitations and exceptions set forth in the Merger Agreement. Tax Escrow Disbursement Arrangements We administer tax escrow disbursements as a service to our clients in connection with our tax services business. Funds to be disbursed are deposited and maintained in segregated accounts for the benefit of our clients and totaled $7.4 billion and $0.5 billion as of March 31, 2021 and December 31, 2020, respectively. Because these deposits are held on behalf of our clients, they are not our funds and, therefore, are not included in the accompanying condensed consolidated balance sheets. These deposits generally remain in the accounts for a period of two to five business days. We record credits from these activities as a reduction to related administrative expenses, including the cost of bank fees and other administration costs. Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained total claim reserves relating to incorrect disposition of assets of $27.8 million and $29.6 million as of March 31, 2021 and December 31, 2020, respectively. Within these amounts are $11.7 million and $11.4 million, respectively, which are short-term and are therefore reflected within accounts payable and other accrued expenses within our accompanying condensed consolidated balance sheets. The remaining reserves are reflected within other liabilities. Recent Accounting Pronouncements In January 2021, the Financial Accounting Standards Board (“FASB”) issued guidance to clarify that all derivative instruments affected by changes to interest rates used for discounting, margining or contract price alignment can apply certain optional expedients and exceptions mentioned in its reference rate reform guidance. We adopted the guidance in the first quarter of 2021, which has not had a material effect on our condensed consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net as of March 31, 2021 and December 31, 2020 consists of the following: (in thousands) 2021 2020 Land $ 7,476 $ 7,476 Buildings 6,487 6,487 Furniture and equipment 62,186 60,433 Capitalized software 878,925 862,984 Leasehold improvements 50,076 50,477 Construction in progress 203 1,275 1,005,353 989,132 Less accumulated depreciation (603,801) (583,018) Property and equipment, net $ 401,552 $ 406,114 Depreciation expense for property and equipment, net, was approximately $22.0 million and $21.6 million for the three months ended March 31, 2021 and 2020, respectively. No impairment losses were recorded for the three months ended March 31, 2021 and 2020. |
Goodwill, Net
Goodwill, Net | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Net | Goodwill, Net A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by reporting unit, for the three months ended March 31, 2021 is as follows: (in thousands) PIRM UWS Consolidated Balance as of January 1, 2021 Goodwill $ 1,106,816 $ 1,216,204 $ 2,323,020 Accumulated impairment losses (600) (6,925) (7,525) Goodwill, net 1,106,216 1,209,279 2,315,495 Acquisition 4,641 — 4,641 Translation adjustments (725) — (725) Balance as of March 31, 2021 Goodwill, net $ 1,110,132 $ 1,209,279 $ 2,319,411 See Note 12 - Acquisitions for discussion of current year acquisition. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consists of the following: March 31, 2021 December 31, 2020 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Client lists $ 646,539 $ (386,923) $ 259,616 $ 644,000 $ (377,409) $ 266,591 Non-compete agreements 26,903 (22,905) 3,998 26,763 (21,570) 5,193 Tradenames and licenses 128,012 (81,400) 46,612 127,718 (78,581) 49,137 $ 801,454 $ (491,228) $ 310,226 $ 798,481 $ (477,560) $ 320,921 Amortization expense for other intangible assets, net was $14.3 million and $14.2 million for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020, there were no impairments. Estimated amortization expense for other intangible assets, net is as follows: (in thousands) Remainder of 2021 $ 39,927 2022 52,347 2023 44,541 2024 35,848 2025 32,267 Thereafter 105,296 $ 310,226 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following: March 31, 2021 December 31, 2020 (in thousands) Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net Bank debt: Term loan facility borrowings due May 2024, weighted-average interest rate of 1.63% as of March 31, 2021 $ 1,472,000 $ (10,555) $ 1,461,445 $ 1,572,000 $ (11,431) $ 1,560,569 Revolving line of credit borrowings due May 2024, weighted-average interest rate of 1.63% as of March 31, 2021 300,000 (4,570) 295,430 300,000 (4,930) 295,070 Notes: 7.55% senior debentures due April 2028 9,531 (23) 9,508 9,531 (23) 9,508 Other debt: Various debt instruments with maturities through March 2024 5,832 — 5,832 6,086 — 6,086 Total long-term debt 1,787,363 $ (15,148) 1,772,215 1,887,617 (16,384) 1,871,233 Less current portion of long-term debt 9,003 — 9,003 43,230 — 43,230 Long-term debt, net of current portion $ 1,778,360 $ (15,148) $ 1,763,212 $ 1,844,387 $ (16,384) $ 1,828,003 As of March 31, 2021 and December 31, 2020, we recorded $0.5 million and $0.3 million, respectively, of accrued interest expense on our debt-related instruments within accounts payable and other accrued expenses. Credit Agreement In May 2019, we amended and restated our credit agreement (the “Credit Agreement”) with Bank of America, N.A., as the administrative agent, and other financial institutions. The Credit Agreement provides for a $1.8 billion 5-year term loan facility (the “Term Facility”), and a $750.0 million 5-year revolving credit facility (the “Revolving Facility”). The Term Facility matures, and the Revolving Facility expires, in May 2024. The Revolving Facility includes a $100.0 million multi-currency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $300.0 million in the aggregate; however, the lenders are not obligated to do so. As of March 31, 2021, we had a remaining borrowing capacity of $450.0 million under the Revolving Facility and we were in compliance with all financial and restrictive covenants under the Credit Agreement. Debt Issuance Costs In connection with the amendment and restatement of the Credit Agreement, in May 2019, we incurred approximately $9.7 million of debt issuance costs of which $9.6 million were initially capitalized within long-term debt, net of current, in the accompanying condensed consolidated balance sheets. In addition, when we amended and restated the Credit Agreement, we wrote-off previously unamortized debt issuance costs of $1.5 million within gain/(loss) on investments and other, net, in the accompanying condensed consolidated statements of operations, which resulted in a remaining $14.6 million of previously unamortized costs. We are amortizing these costs over the term of the Credit Agreement. For the three months ended March 31, 2021 and 2020, $1.2 million were recognized in the accompanying condensed consolidated statements of operations related to the amortization of debt issuance costs. 7.55% Senior Debentures In April 1998, we issued $100.0 million in aggregate principal amount of 7.55% senior debentures due 2028. The indentures governing these debentures, as amended, contain limited restrictions on us. Interest Rate Swaps We have entered into amortizing interest rate swaps (“Swaps”) in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the one-month LIBOR. The notional balances, terms and maturities of our Swaps are designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our senior term debt. As of March 31, 2021, the Swaps have a combined remaining notional balance of $1.2 billion, a weighted average fixed interest rate of 2.68% (rates range from 2.61% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease based on our expectations of the level of variable rate debt to be in effect in future periods. Currently, we have scheduled notional amounts of approximately $1.2 billion through September 2021, then $1.1 billion through March 2022, $1.0 billion through August 2022, and approximately $500.0 million through December 2025. Approximate weighted average fixed interest rates for the aforementioned time periods are 2.66%, 2.78%, and 2.77%, and 2.64%, respectively. We have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges are recorded in prepaid expenses and other current assets and/or accounts payable and other accrued expenses, as well as other assets and/or other liabilities in the accompanying condensed consolidated balance sheets. As of March 31, 2021, the estimated fair value of these cash flow hedges resulted in a liability of $63.7 million and an asset of $1.1 million. As of December 31, 2020, the estimated fair value of these cash flow hedges resulted in a liability of $80.4 million and an asset of less than $0.1 million. Unrealized gain of $13.3 million (net of $4.4 million in deferred taxes) and unrealized loss of $36.9 million (net of $12.3 million in deferred taxes) for the three months ended March 31, 2021 and 2020, respectively, were recognized in other comprehensive loss related to the Swaps. As a result of our Swap activity, for the three months ended March 31, 2021 and 2020, included within interest expense, on a pre-tax basis, we recognized interest expense of $6.6 million and $1.3 million, respectively. Estimated net losses included in accumulated other comprehensive loss related to the Swaps as of March 31, 2021, that will be reclassified into earnings as interest expense over the next 12 months, utilizing March 31, 2021 LIBOR, is estimated to be $30.7 million, on a pre-tax basis. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The market approach is applied for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value balances are classified based on the observability of those inputs. A fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 2 measurements utilize observable inputs in active markets for similar assets and liabilities, or, quoted prices in markets that are not active. In estimating the fair value, we used the following methods and assumptions: Cash and Cash Equivalents For cash and cash equivalents, the carrying value is a reasonable estimate of fair value due to the short-term nature of the instruments. Restricted Cash Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. We deem the carrying value to be a reasonable estimate of fair value due to the nature of these instruments. Other Investments Other investments are currently comprised of a minority equity investment in a foreign enterprise which we measure at cost and adjust to fair value on a quarterly basis when there are observable price changes in orderly transactions for the identical, or similar, investments. Changes in fair value are recorded within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations. Contingent Consideration The fair value of the contingent consideration was estimated using the Monte-Carlo simulation method, which relies on significant assumptions and estimates including discount rates and future market conditions, among others. Long-Term Debt The fair value of long-term debt was estimated based on the current rates available to us for similar debt of the same remaining maturities and consideration of our default and credit risk. Swaps The fair value of the Swaps was estimated based on market-value quotes received from the counterparties to the agreements adjusted for credit-risk. The fair values of our financial instruments as of March 31, 2021 are presented in the following table: (in thousands) Fair Value Measurements Using As of March 31, 2021 Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 227,102 $ — $ — $ 227,102 Restricted cash 8,683 1,681 — 10,364 Other investments — 1,218 — 1,218 Total $ 235,785 $ 2,899 $ — $ 238,684 Financial Liabilities: Total debt $ — $ 1,789,561 $ — $ 1,789,561 Total $ — $ 1,789,561 $ — $ 1,789,561 Derivatives: Asset for Swaps $ — $ 1,064 $ — $ 1,064 Liability for Swaps $ — $ 63,699 $ — $ 63,699 As of December 31, 2020 Financial Assets: Cash and cash equivalents $ 167,422 $ — $ — $ 167,422 Restricted cash 8,713 1,698 — 10,411 Other investments — 3,523 — 3,523 Total $ 176,135 $ 5,221 $ — $ 181,356 Financial Liabilities: Total debt $ — $ 1,889,812 $ — $ 1,889,812 Total $ — $ 1,889,812 $ — $ 1,889,812 Derivatives: Asset for Swaps $ — $ 29 $ — $ 29 Liability for Swaps $ — $ 80,426 $ — $ 80,426 In connection with the 2019 acquisition of National Tax Search, LLC (“NTS”), we entered into a contingent consideration agreement for up to $7.5 million in cash based upon certain revenue targets in fiscal years 2020 and 2021. This contingent consideration has been assessed with no fair value as of March 31, 2021 using the Monte-Carlo simulation model. Due to observable price changes in an inactive market, we recorded a fair value adjustment of $2.3 million to lower the carrying amount of a minority equity investment for the three months ended March 31, 2021, which amount was recorded within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations. No adjustments were necessary for the three months ended March 31, 2020. |
Operating Revenues
Operating Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Operating Revenues | Operating Revenues Operating revenues by solution type consist of the following: (in thousands) PIRM UWS Corporate and Eliminations Consolidated For the Three Months Ended March 31, 2021 Property insights $ 130,234 $ — $ — $ 130,234 Insurance and spatial solutions 44,978 — — 44,978 Flood data solutions — 31,602 — 31,602 Valuation solutions — 62,219 — 62,219 Property tax solutions — 153,105 — 153,105 Other — 2,395 (1,748) 647 Total operating revenue $ 175,212 $ 249,321 $ (1,748) $ 422,785 For the Three Months Ended March 31, 2020 Property insights $ 115,496 $ — $ — $ 115,496 Insurance and spatial solutions 46,840 — — 46,840 Flood data solutions — 27,603 — 27,603 Valuation solutions — 61,247 — 61,247 Property tax solutions — 101,991 — 101,991 Other — 3,653 (3,910) (257) Total operating revenue $ 162,336 $ 194,494 $ (3,910) $ 352,920 Property Insights Our property insights solutions combine our patented predictive analytics with our proprietary and contributed data to enable our clients to improve customer acquisition and retention, detect and prevent fraud, improve mortgage transaction cycle time and cost efficiency, identify real estate trends and neighborhood characteristics, track market performance, and increase market share. Our data is comprised of real estate information, incorporating crime, site inspection, neighborhood, document images, and other information from proprietary sources. We also offer verification of applicant income, identity and employment services. We typically license data in one of two forms: bulk data licensing and transactional licensing. Operating revenue for bulk data licensing contracts that provide a stand-ready obligation or include substantive updates to the intellectual property which is recognized ratably over the contractual term; otherwise, operating revenue is recognized upon delivery. For transactional licensing, we recognize operating revenue based on usage. Insurance and Spatial Solutions Our insurance and spatial solutions provide originators and property and casualty insurers the ability to more effectively locate, assess and manage property-level assets and risks through location-based data and analytics. We also provide cloud-based property claims workflow technology for property and casualty insurers. The licensed intellectual property data is generally provided to our clients on a subscription or usage basis. For subscription contracts, operating revenue is recognized ratably over the contractual term once initial delivery has occurred. For contracts to provide a license to data which is delivered via report or data file, operating revenue is recognized when the client obtains control of the products, which is upon delivery. Property Tax Solutions Our property tax solutions are built from aggregated property tax information from over 20,000 taxing authorities. We use this information to advise mortgage lenders and servicers of the property tax payment status of loans in their portfolio and to monitor that status over the life of the loans. If a mortgage lender or servicer requires tax payments to be impounded on behalf of its borrowers, we can also facilitate the transfer of these funds to the taxing authorities and provide the lender or servicer with payment confirmation. Property tax processing revenues are primarily comprised of periodic loan fees and life-of-loan fees. For periodic fee arrangements, we generate monthly fees at a contracted rate for as long as we service the loan. For life-of-loan fee arrangements, we charge a one-time fee when the loan is set-up in our tax servicing system. Life-of-loan fees are deferred and recognized ratably over the expected service period of 10 years and adjusted for early loan cancellation. Revenue recognition rates of loan portfolios are regularly analyzed and adjusted monthly to reflect current trends. Valuation Solutions Our valuation solutions represent property valuation-related data driven services and analytics combined with collateral valuation workflow technologies which assist our clients in assessing risk of loss using both traditional and alternative forms of property valuation, driving process efficiencies as well as ensuring compliance with lender and governmental regulations. We provide collateral information technology and solutions that automate property appraisal ordering, tracking, documentation and review for lender compliance with government regulations. Revenue for the property appraisal service is recognized when the appraisal service is performed and delivered to the client. In addition, to the extent that we provide continuous access to the hosted software platform, we recognize operating revenue over the term of the arrangement. Flood Data Solutions Our flood data solutions provide flood zone determinations primarily to mortgage lenders in accordance with US Federal legislation passed in 1994, which requires that most lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain applicable updates during the life of the loan if contracted to do so. We also provide flood zone determinations to insurance companies. We generally recognize operating revenue upon delivery of the initial determination. If contracted for life of loan monitoring, we recognize operating revenue over the estimated service period, as adjusted for early loan cancellation. Contract Costs Incremental costs to obtain or fulfill client contracts are recognized as an asset. As of March 31, 2021, we had $14.8 million of current deferred contract costs which are presented in prepaid expenses and other current assets, as well as $24.2 million of long-term deferred contract costs which are presented in other assets in our condensed consolidated balance sheet. As of December 31, 2020, we had $13.2 million of current deferred contract costs which are presented in prepaid expenses and other current assets as well as $24.2 million of long-term deferred contract costs which are presented in other assets in our condensed consolidated balance sheet. Our deferred contract costs primarily include certain set-up and acquisition costs related to property tax solutions, which amortize ratably over an expected 10-year life, adjusted for early loan cancellations. For the three months ended March 31, 2021 and 2020, we recorded amortization associated with deferred contract costs of $5.3 million and $3.7 million, respectively. Contract Liabilities We record a contract liability when amounts are invoiced, which is generally prior to the satisfaction of the performance obligation. For property tax solutions, we invoice upfront fees to clients for services to be performed over time. For property insights and insurance and spatial solutions we invoice quarterly and annually, commencing upon execution of the contracts or at the beginning of the license term, as applicable. As of March 31, 2021, we had $1.1 billion in contract liabilities compared to $1.0 billion as of December 31, 2020. The overall change of $80.0 million in contract liability balances is primarily due to $281.3 million of new deferred billings in the current year, partially offset by $201.2 million of operating revenue recognized, of which $112.8 million related to contracts previously deferred, and other decreases of $0.1 million. Remaining Performance Obligations The majority of our arrangements are between 1 and 3 years with a significant portion being one year or less. For the remaining population of non-cancellable and fixed arrangements greater than one year, as of March 31, 2021 we had $1.3 billion of remaining performance obligations. We expect to recognize approximately 30% percent of this remaining revenue backlog in 2021, 24% in 2022, 16% in 2023 and 30% thereafter. See further discussion of performance obligations in Note 1 - Basis for Condensed Consolidated Financial Statements . |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based CompensationWe currently issue equity awards under the CoreLogic, Inc. 2018 Performance Incentive Plan (the “Plan”), which was approved by our stockholders at our Annual Meeting held in May 2018. The Plan includes the ability to grant share-based instruments such as RSUs, PBRSUs, and stock options. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2011 Performance Incentive Plan, as amended, which was preceded by the CoreLogic, Inc. 2006 Incentive Plan. The Plan provides for up to 15,139,084 shares of the Company's common stock to be available for award grants. We have primarily utilized RSUs and PBRSUs as our share-based compensation instruments for employees and directors. The fair value of any share-based compensation instrument grant is based on the market value of our common stock on the date of grant and is recognized as compensation expense over its vesting period. Restricted Stock Units For the three months ended March 31, 2021 and 2020, we awarded 188,475 and 552,262 RSUs, respectively, with an estimated grant-date fair value of $15.0 million and $17.6 million, respectively. The RSU awards will vest ratably over 3 years. RSU activity for the three months ended March 31, 2021 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested RSUs outstanding at December 31, 2020 1,194 $ 38.01 RSUs granted 188 $ 79.55 RSUs vested (429) $ 36.89 RSUs forfeited (10) $ 42.52 Unvested RSUs outstanding at March 31, 2021 943 $ 46.57 As of March 31, 2021, there was $28.9 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.1 years. The fair value of RSU awards is based on the market value of our common stock on the date of grant. Performance-Based Restricted Stock Units For the three months ended March 31, 2021 and 2020, we awarded 66,448 and 181,365 PBRSUs, respectively with an estimated grant-date fair value of $5.4 million and $6.8 million, respectively. These awards are generally subject to service-based, performance-based, and market-based vesting conditions. In addition, we granted 227,781 and 111,488 as of March 31, 2021 and 2020, respectively, for changes in performance expectations under the corresponding plans. The service and performance period for the 2021 PBRSU grants is from January 2021 to December 2023 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition. The performance and service period for the 2020 PBRSUs is from January 2020 to December 2022 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition. The fair value of PBRSU awards are based on the market value of our common stock on the date of grant. For PBRSUs with market-based vesting conditions, we also use the Monte-Carlo simulation with the following weighted-average assumptions: For the Three Months Ended March 31, 2021 2020 Expected dividend yield (1) — % — % Risk-free interest rate (2) 0.55 % 0.60 % Expected volatility (3) 33.92 % 32.53 % Average total stockholder return (3) (18.49) % (21.47) % (1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends. (2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) The expected volatility and average total stockholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. Additionally, within our outstanding unvested PBRSUs shown in the table below, there are prior year grants which do not include market-based conditions, but instead have adjusted EBITDA margin or organic revenue growth rate as the performance metric. PBRSU activity for the three months ended March 31, 2021 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested PBRSUs outstanding at December 31, 2020 671 $ 41.89 PBRSUs granted due to change in units based on performance expectations 228 PBRSUs granted 66 $ 80.93 PBRSUs vested (258) $ 46.04 PBRSUs forfeited (12) $ 36.32 Unvested PBRSUs outstanding at March 31, 2021 695 $ 44.03 As of March 31, 2021, there was $17.1 million of total unrecog n ized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.9 years. Stock Options Prior to 2015, we issued stock options as incentive compensation for certain employees. Option activity for the three months ended March 31, 2021 is as follows: (in thousands, except weighted-average price) Number of Weighted-Average Weighted-Average Aggregate Options outstanding at December 31, 2020 158 $ 27.26 Options exercised — $ — Options outstanding at March 31, 2021 158 $ 27.26 0.0 $ 8,221 As of March 31, 2021, there was no unrecognized compensation cost related to unvested stock options. There were no options exercised during the three months ended March 31, 2021. The intrinsic value of options exercised was $0.3 million for the three months ended March 31, 2020. This intrinsic value represents the difference between the fair market value of our common stock on the date of exercise and the exercise price of each option. Employee Stock Purchase Plan The employee stock purchase plan allows eligible employees to purchase our common stock at 85.0% of the lesser of the closing price on the first day or the last day of each quarter. Our employee stock purchase plan was approved by our stockholders at our 2012 annual meeting of stockholders and the first offering period commenced in October 2012. We recognize an expense for the amount equal to the estimated fair value of the discount during each offering period. The following table sets forth the share-based compensation expense recognized for the three months ended March 31, 2021 and 2020: (in thousands) 2021 2020 RSUs $ 6,993 $ 5,687 PBRSUs 1,920 1,575 Stock options — — Employee stock purchase plan 720 699 $ 9,633 $ 7,961 |
Litigation and Regulatory Conti
Litigation and Regulatory Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Regulatory Contingencies | Litigation and Regulatory Contingencies We have been named in various lawsuits and we are from time to time subject to audit or investigation by governmental agencies arising in the ordinary course of business. On March 5, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Southern District of New York, captioned Stein v. CoreLogic, Inc., et al., Case No. 1:21-cv-01948 (referred to as the “Stein Complaint”), naming as defendants CoreLogic and each member of the Board. The Stein Complaint was voluntarily dismissed on April 20, 2021. On March 15, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the District of Colorado, captioned Morse v. CoreLogic, Inc., et al., Case No. 1:21-cv-00770 (referred to as the “Morse Complaint”), naming as defendants CoreLogic and each member of the Board. The Morse Complaint was voluntarily dismissed on April 20, 2021. On March 29, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Central District of California, captioned Morgan v. CoreLogic, Inc., et al., Case No. 8:21-cv-00581 (referred to as the “Morgan Complaint”), naming as defendants CoreLogic and each member of the Board. The Morgan Complaint was voluntarily dismissed on April 29, 2021. On March 30, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the District of Delaware, captioned Kent v. CoreLogic, Inc. et al., Case No. 1:21-cv-00473 (referred to as the “Kent Complaint”), naming as defendants CoreLogic and each member of the Board. The Kent Complaint was voluntarily dismissed on April 29, 2021. On March 31, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Eastern District of Pennsylvania, captioned Justice v. CoreLogic, Inc., et al., Case No. 2:21-cv-01542 (referred to as the “Justice Complaint”), naming as defendants CoreLogic and each member of the Board. The Justice Complaint was voluntarily dismissed on May 3, 2021. On April 7, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Southern District of New York, captioned Sangster v. CoreLogic, Inc., et al., Case No. 1:21-cv-02982 (referred to as the “Sangster Complaint”), naming as defendants CoreLogic and each member of the Board. The Sangster Complaint was voluntarily dismissed on April 29, 2021. On April 7, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Eastern District of New York, captioned Carlson v. CoreLogic, Inc., et al., Case No. 1:21-cv-01879 (referred to as the “Carlson Complaint” and, together with the Stein Complaint, the Morse Complaint, the Morgan Complaint, the Kent Complaint, the Justice Complaint and the Sangster Complaint, the “Complaints”), naming as defendants CoreLogic and each member of the Board. The Complaints allege, among other things, that the defendants violated Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder. Specifically, one or more of the Complaints allege that the proxy statement filed by CoreLogic with the SEC on March 1, 2021 in connection with the Merger contains materially incomplete and misleading information concerning the Company’s financial forecasts, the financial analyses conducted by Evercore in support of its fairness opinion, services previously provided by Evercore to CoreLogic and/or Parent, the scope and terms of the non-disclosure agreements entered into between CoreLogic and potential bidders in connection with a potential strategic transaction involving CoreLogic and potential conflicts of interests of certain insiders of CoreLogic. The relief sought in one or more of the Complaints includes enjoining the consummation of the Merger unless and until the defendants disclose certain allegedly material information, rescinding, to the extent already implemented, the Merger Agreement or any of the terms thereof, granting rescissory damages, directing the defendants to disseminate a proxy statement that does not contain any untrue statements of material fact and that states all required or necessary material facts, directing the defendants to account for all alleged damages suffered as a result of the defendants’ alleged wrongdoing, declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act as well as Rule 14a-9 promulgated thereunder, and awarding the plaintiffs their respective costs and disbursements, including reasonable attorneys’ and expert fees and expenses. CoreLogic believes that the Complaints were (and, in the case of the Carlson Complaint, is) without merit. On April 27, 2021, a purported stockholder of CoreLogic filed in the Delaware Court of Chancery a complaint seeking to compel inspection of certain of CoreLogic’s books and records under 8 Del. C. § 220, captioned Teamsters Local 677 Health Services & Insurance Plan v. CoreLogic, Inc., C.A. No. 2021-0360-JTL, which names CoreLogic as the defendant. With respect to matters where we determine that a loss is both probable and reasonably estimable, we record a liability representing our best estimate of the financial exposure based on known facts. For matters where a settlement has been reached, we record the expected amount of such settlements. With respect to audits, investigations or lawsuits that are ongoing, although their final dispositions are not yet determinable, we do not believe that the ultimate resolution of such matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. The actual outcome of such matters could differ materially from management’s estimates. We record expenses for legal fees as incurred. As of March 31, 2021 our accrual for litigation and regulatory contingencies was immaterial. See Note 14 - Discontinued Operations for additional information on litigation matters within RPS and CS. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for income taxes as a percentage of income from continuing operations before equity in earnings of affiliates and income taxes was 19.9% and 29.2% for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021, when compared to the same period for 2020, the decrease in the effective income tax rate was primarily due to tax benefits recorded in 2021 related to share-based compensation. We are currently under examination for the tax year 2016 by the Internal Revenue Service, our primary taxing authority, and for other years by various other taxing authorities. It is reasonably possible the amount of our unrecognized tax benefits as well as valuation allowance, with respect to certain tax attributes, could be significantly impacted which would have an impact on net income. In the next 12 months, we expect expirations of statutes of limitations on reserves of approximately $0.5 million. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a reconciliation of net income per share: For the Three Months Ended March 31, 2021 2020 (in thousands, except per share amounts) Numerator for basic and diluted net income per share: Net income from continuing operations $ 54,943 $ 24,284 Income from discontinued operations, net of tax 3,907 9,535 Loss from sale of discontinued operations, net of tax (5,288) — Net income $ 53,562 $ 33,819 Denominator: Weighted-average shares for basic income per share 73,228 79,028 Dilutive effect of stock options and RSUs 1,907 1,497 Weighted-average shares for diluted income per share 75,135 80,525 Income per share Basic: Net income from continuing operations $ 0.75 $ 0.31 Income from discontinued operations, net of tax 0.05 0.12 Loss from sale of discontinued operations, net of tax (0.07) — Net income $ 0.73 $ 0.43 Diluted: Net income from continuing operations $ 0.73 $ 0.30 Income from discontinued operations, net of tax 0.05 0.12 Loss from sale of discontinued operations, net of tax (0.07) — Net income $ 0.71 $ 0.42 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In March 2021, we acquired 100% of the shares of ehouse Limited ("ehouse") for £6.9 million or approximately $9.7 million subject to certain working capital adjustments. ehouse delivers a full range of marketing services in the residential, commercial and leisure real estate sectors. ehouse is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant observable inputs. We have preliminarily recorded $1.3 million in proprietary technology and $3.1 million for client lists each with an estimated useful life of 9 years. We have also preliminarily recorded tradenames of $0.4 million with an estimated useful life of 10 years, noncompete agreements of $0.1 million with an estimated useful life of 2 years, deferred tax liabilities of $0.9 million and $4.6 million in goodwill. In January 2020, we acquired the remaining 66% of Location for $11.5 million, subject to certain working capital adjustments. Location is a leading provider of geographic location indicators for crime and non-weather related events connected to underwriting risk assessment. This acquisition further progresses our long-term strategic plan by adding scale to our insurance and spatial businesses. Location is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have recorded proprietary technology of $6.0 million with an estimated useful life of 10 years, client lists of $0.3 million with an estimated useful life of 5 years, trademarks of $0.8 million with an estimated useful life of 8 years, non-compete agreements of $0.4 million with an estimated useful life of 5 years, and goodwill of $12.6 million. In connection with this acquisition, we remeasured our then-existing 34% investment ownership in Location which resulted in a $0.6 million step-up gain that we recorded within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the three months ended March 31, 2020. These business combinations did not have a material impact on our condensed consolidated statements of operations. We incurred $0.3 million and $0.9 million of acquisition-related costs within selling, general and administrative expenses for the three months ended March 31, 2021 and 2020, respectively. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have organized into two reportable segments: PIRM and UWS. Property Intelligence & Risk Management Solutions . Our PIRM segment combines property information, mortgage information, and consumer information to deliver unique housing market and property-level insights, predictive analytics and risk management capabilities. We have also developed proprietary technology and software platforms to access, automate, and track this information and assist our clients with decision-making and compliance tools in the real estate industry and insurance industry. We deliver this information directly to our clients in a standard format over the web, through hosted software platforms, or in bulk data form. Our PIRM solutions include property insights and insurance and spatial solutions in North America, Western Europe, and Asia Pacific. The segment's primary clients are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, MLS companies, property and casualty insurance companies, title insurance companies, government agencies, and government-sponsored enterprises. The operating results of our PIRM segment included intercompany revenues of $1.4 million and $3.1 million for the three months ended March 31, 2021 and 2020, respectively. The segment also included intercompany expenses of $0.3 million and $0.8 million for the three months ended March 31, 2021 and 2020, respectively. Underwriting & Workflow Solutions. Our UWS segment combines property, mortgage, and consumer information to provide comprehensive mortgage origination and monitoring solutions, including, underwriting-related solutions, and data-enabled valuations and appraisals. We have also developed proprietary technology and software platforms to access, automate, and track this information, and assist our clients with vetting and onboarding prospects, meeting compliance regulations and understanding, evaluating, and monitoring property values. Our UWS solutions include property tax solutions, valuation solutions, and flood data solutions in North America. The segment’s primary clients are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, fixed-income investors, government agencies, and property and casualty insurance companies. The operating results of our UWS segment included intercompany revenues of $0.3 million and $0.8 million for the three months ended March 31, 2021 and 2020, respectively. The segment also included intercompany expenses of $0.5 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. We also separately report on our corporate and eliminations. Corporate consists primarily of corporate personnel and other expenses associated with our corporate functions and facilities, investment gains and losses, equity in earnings/(losses) of affiliates, net of tax, and interest expense. The results of our Corporate segment included intercompany expenses of $0.9 million for the three ended March 31, 2021 and $2.2 million for the three months ended March 31, 2020. Selected financial information by reportable segment related to our continuing operations is as follows: (in thousands) Operating Revenues Depreciation and Amortization Operating Income/(Loss) Equity in Earnings/(Losses) of Affiliates, Net of Tax Net Income/(Loss) From Continuing Operations Capital Expenditures For the Three Months Ended March 31, 2021 PIRM $ 175,212 $ 24,059 $ 20,152 $ — $ 18,441 $ 14,009 UWS 249,321 12,241 108,793 — 108,803 1,610 Corporate — 8,481 (43,508) — (72,301) 5,427 Eliminations (1,748) — — — — — Consolidated (excluding discontinued operations) $ 422,785 $ 44,781 $ 85,437 $ — $ 54,943 $ 21,046 For the Three Months Ended March 31, 2020 PIRM $ 162,336 $ 23,136 $ 14,353 $ 706 $ 15,267 $ 12,788 UWS 194,494 12,035 67,520 — 67,530 1,481 Corporate — 8,407 (26,680) (194) (58,513) 6,614 Eliminations (3,910) — — — — — Consolidated (excluding discontinued operations) $ 352,920 $ 43,578 $ 55,193 $ 512 $ 24,284 $ 20,883 (in thousands) Assets March 31, 2021 December 31, 2020 PIRM $ 1,896,018 $ 1,892,424 UWS 2,026,550 2,013,089 Corporate 6,110,945 6,046,238 Eliminations (5,871,711) (5,870,974) Consolidated (excluding discontinued operations) $ 4,161,802 $ 4,080,777 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In July 2020, we announced our intentions to pursue the sale of our reseller businesses focused on mortgage credit and borrower verification and multi-family tenant screening . Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends, revenue mix, and significantly enhance profit margins. In October 2020, we consummated the sale of a component of RPS for $9.0 million, which resulted in a gain on sale of discontinued operations of $2.7 million, net of tax. In February 2021, we sold the remainder of RPS for $51.2 million which resulted in a loss, net of tax, of $5.3 million for the three months ended March 31, 2021. We expect to sell the remainder of our reseller businesses to third parties by quarter ending September 30, 2021. RPS was included within the PIRM reporting unit and CS was included within the UWS reporting unit prior to the RPS and CS disposal groups being presented a s discontinued operations. For the three months ended March 31, 2021, we recorded $1.7 million in costs directly related to the sale of the remainder of RPS. Each of these businesses is reflected in our accompanying condensed consolidated financial statements as discontinued operations. Summarized below are certain assets and liabilities classified as discontinued operations as of March 31, 2021 and December 31, 2020: (in thousands) As of March 31, 2021 PIRM UWS AMPS ELI Total Cash and cash equivalents $ 381 $ 571 $ — $ — $ 952 Accounts receivable and other assets 2,634 55,801 268 — 58,703 Property and equipment, net — 25,998 — — 25,998 Goodwill, net — 79,931 — — 79,931 Capitalized data and database costs, net — 1,037 — — 1,037 Total assets $ 3,015 $ 163,338 $ 268 $ — $ 166,621 Accounts payable and accrued expenses $ 11,457 $ 34,429 $ 240 $ — $ 46,126 Deferred income tax and other liabilities 18 9,802 — 393 10,213 Total liabilities $ 11,475 $ 44,231 $ 240 $ 393 $ 56,339 As of December 31, 2020 Cash and cash equivalents $ 971 $ 1,501 $ — $ — $ 2,472 Accounts receivable and other assets 4,063 42,806 268 — 47,137 Property and equipment, net 5,586 24,651 — — 30,237 Goodwill, net 24,272 79,931 — — 104,203 Capitalized data and database costs, net 17,377 991 — — 18,368 Total assets $ 52,269 $ 149,880 $ 268 $ — $ 202,417 Accounts payable and accrued expenses $ 2,584 $ 24,048 $ 240 $ 1 $ 26,873 Deferred income tax and other liabilities 10,686 6,725 — 393 17,804 Total liabilities $ 13,270 $ 30,773 $ 240 $ 394 $ 44,677 For the year ended December 31, 2020, in connection with our intent to exit our reseller businesses, we reclassified $29.3 million and $79.9 million of goodwill, net, from our PIRM and UWS segments, to the RPS and CS disposal groups, respectively. The allocated amounts were determined by calculating the relative fair values between the disposal group and its respective reporting unit using a combination of the income and market approaches. Determining the fair value of a disposal group and a reporting unit is judgmental and requires assumptions and estimates of many critical factors, including revenue growth rates, cost of services, selling, general and administrative expenses, market multiples, discount rates, and indicative fair market values from potential participants at the time of valuation. The estimated fair values supported the net book value of our disposal groups. Summarized below are the components of our income/(loss) from discontinued operations, net of tax for the three months ended March 31, 2021 and 2020: (in thousands) For the Three Months March 31, 2021 PIRM UWS AMPS ELI Total Operating revenues $ 2,867 $ 103,582 $ — $ — $ 106,449 Cost of services (exclusive of depreciation and amortization) 1,632 84,534 — — 86,166 Selling, general and administrative expenses 10,382 4,854 — — 15,236 Gain on investments and other, net — (159) — — (159) Income/(loss) from discontinued operations before income taxes (9,147) 14,353 — — 5,206 Provision/(benefit) for income taxes (2,282) 3,581 — — 1,299 Income/(loss) from discontinued operations, net of tax $ (6,865) $ 10,772 $ — $ — $ 3,907 For the Three Months March 31, 2020 Operating revenues $ 9,239 $ 81,727 $ — $ — $ 90,966 Cost of services (exclusive of depreciation and amortization) 4,443 66,598 — — 71,041 Selling, general and administrative expenses 2,664 2,118 — (18) 4,764 Depreciation and amortization 1,875 1,390 — — 3,265 Gain on investments and other, net — (809) — — (809) Income/(loss) from discontinued operations before income taxes 257 12,430 — 18 12,705 Provision/(benefit) for income taxes 64 3,101 — 5 3,170 Income/(loss) from discontinued operations, net of tax $ 193 $ 9,329 $ — $ 13 $ 9,535 (in thousands) Fair Value on Contingent Consideration In connection with certain acquisitions in 2017 related to our discontinued operations, we entered into contingent consideration agreements for up to $17.5 million in cash by 2022 upon the achievement of certain revenue targets ending in fiscal year 2021. This contingent payment was originally recorded at a fair value of $4.4 million using the Monte-Carlo simulation model. The contingent payments are remeasured at fair value quarterly, and changes are recorded within income/(loss) from discontinued operations, net of tax, in our condensed consolidated statements of operations. During the three months ended March 31, 2021, we decreased the fair value of our contingent consideration by $0.2 million. During the three months ended March 31, 2020, we decreased the fair value of our contingent consideration by $0.8 million. Litigation Matters In the RPS sale transaction, we retained liabilities relating to pending litigation involving RPS. Fair Credit Reporting Act Class Actions In July 2017, CoreLogic Rental Property Solutions, LLC (“RPS LLC”) was named as a defendant in Claudinne Feliciano, et. al., v. CoreLogic SafeRent, LLC, a putative class action lawsuit in the US District Court for the Southern District of New York. The named plaintiff alleges that RPS LLC prepared a background screening report about her that contained a record of a New York Housing Court action without noting that the action had previously been dismissed. On this basis, she seeks damages under the Fair Credit Reporting Act and the New York Fair Credit Reporting Act on behalf of herself and a class of similarly situated consumers with respect to reports issued during the period of July 2015 to the present. In July 2019, the District Court issued an order certifying a class of approximately 2,000 consumers. In June 2020, we reached an agreement to resolve the case. At a hearing on February 23, 2021, the District Court granted final approval of the settlement. The settlement amount was recorded during the quarter ended June 30, 2020. In May 2020, RPS LLC was named as a defendant in Terry Brown v. CoreLogic Rental Property Solutions, LLC, a putative class action lawsuit filed in the US District Court for the Eastern District of Virginia. The named plaintiff alleges that RPS LLC prepared a background screening report about him that included a sex offender record that did not relate to him. He seeks damages under the Fair Credit Reporting Act on behalf of himself and a class of similarly situated consumers, as well as a subclass of consumers for whom misattributed sex offender records were removed following a dispute. Following a mediation on April 1, 2021, we reached an agreement in principle, subject to agreement on written terms, to settle the case. We have recorded the amount of the settlement for the quarter ended March 31, 2021. In June 2020, CoreLogic Credco, LLC (“Credco”) was named as a defendant in Marco Fernandez v. CoreLogic Credco, LLC, a putative class action lawsuit filed in California Superior Court in San Diego County. The named plaintiff alleges that Credco provided a lender with a consumer report about him that erroneously indicated he is on the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons (“OFAC List”). He further alleges that Credco failed to provide him with a copy of the OFAC List designation upon request, failed to notify him of what entities had received such a notification in the past, and failed to respond to his effort to dispute the item. He seeks to represent three classes and four subclasses based upon these allegations, and asserts seven claims under the Fair Credit Reporting Act, the California Credit Reporting Agencies Act, and California’s Unfair Competition law. The Company has removed the case to the US District Court for the Southern District of California. The case has been stayed pending the U.S. Supreme Court’s decision in Trans Union, LLC v. Ramirez. |
Basis of Condensed Consolidat_2
Basis of Condensed Consolidated Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Merger Agreement | Merger Agreement In February 2021, we entered into an Agreement and Plan of Merger (“Merger Agreement”) with Celestial-Saturn Parent Inc., a Delaware corporation (“Acquirer”), and Celestial-Saturn Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Acquirer (“Acquisition Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Acquisition Sub would be merged with and into CoreLogic (“Merger”), with CoreLogic continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Acquirer. The Acquirer and Acquisition Sub are affiliates of Stone Point Capital Partners and Insight Partners. If the Merger is consummated, CoreLogic’s securities will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as practicable following the effective time of the Merger (“Effective Time”). In the event the Merger is completed, except as otherwise provided in the Merger Agreement, each share of common stock, par value $0.00001 per share, of CoreLogic issued and outstanding immediately prior to the Effective Time would be converted into the right to receive $80.00 per share in cash, without interest (“Merger Consideration”). Consummation of the Merger is subject to customary closing conditions, including, among other things, (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock (“Requisite Stockholder Approval”), and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and the expiration of applicable waiting periods or clearance of the Merger, as applicable, under the antitrust and foreign investment laws of certain other jurisdictions (“Regulatory Approvals”). The Requisite Stockholder Approval was obtained at a special meeting of the Company’s stockholders on April 28, 2021. In addition, the applicable waiting period under the HSR Act expired on March 22, 2021 and clearance to proceed was obtained from the New Zealand Overseas Investment Office on March 8, 2021. CoreLogic made the filing required in Australia in February 2021 and is awaiting approval from the Australian Foreign Investment Review Board. The consummation of the Merger is not subject to a financing condition, and the Acquirer has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement. Certain debt financing arrangements have already been secured by Acquisition Sub and, subject to the consummation of the Merger, will become indebtedness of CoreLogic at the Effective Time. Either we or the Acquirer may terminate the Merger Agreement in certain circumstances, including if (i) the Merger shall not have been consummated on or before 5:00 p.m. (New York City time) on August 9, 2021, (ii) any of certain governmental authorities of competent jurisdiction has issued a final non-appealable law or order prohibiting the Merger, (iii) the Requisite Stockholder Approval is not obtained at the stockholders’ meeting duly convened therefor or (iv) the other party materially breaches, and does not cure, any representation or covenant that would cause the related condition to the other party’s obligation to consummate the Merger not to be satisfied, in each case subject to certain limitations set forth in the Merger Agreement. If we terminate the Merger Agreement because (i) the Acquirer or Acquisition Sub materially breaches, and does not cure, any representation or covenant that would cause any conditions to our obligation to consummate the Merger not to be satisfied or (ii) all conditions to the Merger have been and continue to be satisfied (subject to customary exceptions) and the Acquirer fails to consummate the Merger after receiving written notification from us, we would be entitled to receive a termination fee from the Acquirer of $330 million. If the Merger Agreement is terminated by us or the Acquirer under other certain circumstances specified in the Merger Agreement, we would be obligated to pay a termination fee of $165 million to the Acquirer. See the risk factor titled “ If the Merger Agreement is terminated, under certain conditions, we may be obligated to pay the Acquirer a substantial termination fee, which could require us to incur additional debt or reduce the amount of cash we have available to fund our operations ” under “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 10-K”) for further information about the termination fee we may be obligated to pay. In March 2021, we filed a definitive proxy statement on Schedule 14A with the SEC (as supplemented, the “Definitive Proxy Statement”) related to the special meeting of stockholders called for the purpose of obtaining the Requisite Stockholder Approval. Please refer to the Definitive Proxy Statement for further information about the Merger, the Merger Agreement, and the other transactions contemplated thereby. |
Reportable Segments | Reportable Segments We have organized into the following two reportable segments: Property Intelligence & Risk Management (“PIRM”) and Underwriting & Workflow Solutions (“UWS”). Please refer to Note 13 - Segment Information for further information. |
Discontinued Operations | Discontinued Operations In July 2020, we announced our intention to exit our reseller operations focused on mortgage credit and borrower verification and multi-family tenant screening. These businesses are comprised of our Rental Property Solutions (“RPS”) and Credit Solutions (“CS”) operations. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends and revenue mix, and significantly enhance profit margins. As a result of this strategic decision, the businesses have been reflected in our condensed consolidated financial statements as discontinued operations for all periods presented. In October 2020, we sold a portion of our multi-family tenant screening business, which resulted in a gain on sale of discontinued operations of $2.7 million, net of tax. In February 2021, we sold the remainder of RPS for $51.2 million which resulted in a loss of $5.3 million, net of tax, for the three months ended March 31, 2021. In connection with businesses we have previously discontinued, we retain certain contingent liabilities of the businesses that were disposed of. These contingent liabilities include, among other items, liability for certain litigation matters, indemnification obligations and potential breaches of representations or warranties. Please refer to Note 14 - Discontinued Operations for further information. |
Client Concentration | Client ConcentrationWe generate the majority of our operating revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 40% and 30% of our operating revenues for the three months ended March 31, 2021 and 2020, respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues during these periods. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted CashWe deem the carrying value of cash, cash equivalents, and restricted cash to be a reasonable estimate of fair value due to the nature of these instruments. Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows: |
Operating Revenue Recognition | Operating Revenue Recognition We derive our operating revenues primarily from US mortgage lenders, servicers, and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing, and payment terms. Operating revenue is recognized when the distinct good or service (also referred as "performance obligation"), is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus margin approaches. For products or services where delivery occurs at a point in time, we recognize operating revenue when the client obtains control of the products upon delivery. When delivery occurs over time, we generally recognize operating revenue ratably over the service period once initial delivery has occurred. For certain of our products or services clients may also pay upfront fees, which we defer and recognize as operating revenue over the longer of the contractual term or the expected client relationship period. Licensing arrangements that provide our clients with the right to access, or use, our intellectual property are considered functional licenses for which we generally recognize operating revenue based on usage. For arrangements that provide a stand-ready obligation, or, substantive updates to the intellectual property which the client is contractually or practically required to use, we recognize operating revenue ratably over the contractual term. Client payment terms are standard with no significant financing components or extended payment terms granted. In limited cases, we allow for client cancellations for which we estimate a reserve. See further discussion in Note 7 - Operating Revenues . |
Comprehensive Loss | Comprehensive LossComprehensive loss includes all changes in equity except those resulting from investments by stockholders and distributions to stockholders. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and investments are recorded in other comprehensive loss. |
Investment in Affiliates, net | Investment in Affiliates, net Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment, less dividends received. We have one investment in an affiliate that is fully impaired as of March 31, 2021 and December 31, 2020. For both the three months ended March 31, 2021 and March 31, 2020, we had insignificant revenue, expense, accounts receivable, and accounts payable related to our investments in these affiliates. In January 2020, we completed the acquisition of the remaining 66% of Location, Inc. ("Location") for $11.5 million, subject to certain working capital adjustments. In connection with this transaction, we remeasured our pre-existing 34% investment balance of $5.6 million to fair value based on the purchase price, resulting in a $0.6 million step-up gain which is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the three months ended March 31, 2020. Prior to the acquisition of the remaining interest, we accounted for Location under the equity method and received dividends of $0.7 million in the first quarter of 2020. |
Leases | Leases We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. Operating and finance lease assets and liabilities are recorded based on the present value of future lease payments over the lease term which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize our incremental borrowing rate and inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term, which, if applicable, may factor in renewal or termination options. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on a straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease. If we abandon our right of use to a leased property prior to the lease termination date, and have no intention or ability to sublease the space, we reduce the remaining right of use asset and record an impairment charge in the period we vacate or otherwise cease to use the leased asset. For the three months ended March 31, 2021 and March 31, 2020, we had no impairment charges. We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted. |
Dividends | Dividends We record cash dividends as reductions to retained earnings upon declaration, with a corresponding increase to current liabilities, based on common shares outstanding on the record date. In addition, as part of our share-based compensation program, the terms of our restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”) stipulate that holders of these awards are credited with dividend equivalent units on each date that a cash dividend is paid to holders of common stock. These dividend equivalents are subject to the same vesting and performance requirements of the underlying units and therefore are forfeitable (i.e. non-participating). Upon declaration of a dividend, we record dividend equivalents as a reduction to retained earnings, derived from the number of eligible unvested shares, with a corresponding increase to additional paid-in-capital. In December 2019, we announced the initiation of a quarterly cash dividend to common shareholders. CoreLogic paid a cash dividend of $0.22 per share of common stock in January 2020 and June 2020 to shareholders of record as of the close of business on January 10, 2020 and June 1, 2020, respectively. In July 2020, our Board announced a 50% increase in our cash dividend and declared a $0.33 per share cash dividend to common stockholders, which was paid in September 2020, December 2020, and March 2021 to stockholders of record as of the close of business on September 1, 2020, December 1, 2020, and March 1, 2021, respectively. Pursuant to the Merger Agreement, we agreed to refrain from declaring or paying any further dividends during the Interim Operating Period, subject to the terms, limitations and exceptions set forth in the Merger Agreement. |
Tax Escrow Disbursement Arrangements | Tax Escrow Disbursement Arrangements We administer tax escrow disbursements as a service to our clients in connection with our tax services business. Funds to be disbursed are deposited and maintained in segregated accounts for the benefit of our clients and totaled $7.4 billion and $0.5 billion as of March 31, 2021 and December 31, 2020, respectively. Because these deposits are held on behalf of our clients, they are not our funds and, therefore, are not included in the accompanying condensed consolidated balance sheets. These deposits generally remain in the accounts for a period of two to five business days. We record credits from these activities as a reduction to related administrative expenses, including the cost of bank fees and other administration costs. Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained total claim reserves relating to incorrect disposition of assets of $27.8 million and $29.6 million as of March 31, 2021 and December 31, 2020, respectively. Within these amounts are $11.7 million and $11.4 million, respectively, which are short-term and are therefore reflected within accounts payable and other accrued expenses within our accompanying condensed consolidated balance sheets. The remaining reserves are reflected within other liabilities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2021, the Financial Accounting Standards Board (“FASB”) issued guidance to clarify that all derivative instruments affected by changes to interest rates used for discounting, margining or contract price alignment can apply certain optional expedients and exceptions mentioned in its reference rate reform guidance. We adopted the guidance in the first quarter of 2021, which has not had a material effect on our condensed consolidated financial statements. |
Basis of Condensed Consolidat_3
Basis of Condensed Consolidated Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows: (in thousands) March 31, 2021 March 31, 2020 Cash and cash equivalents $ 227,102 $ 150,937 Restricted cash included in other assets 9,966 9,714 Restricted cash included in prepaid expenses and other current assets 398 178 Total cash, cash equivalents, and restricted cash $ 237,466 $ 160,829 |
Schedule of Accumulated Other Comprehensive Loss | The following table shows the components of accumulated other comprehensive loss, net of taxes, as of March 31, 2021 and December 31, 2020: (in thousands) 2021 2020 Cumulative foreign currency translation $ (100,650) $ (98,839) Cumulative supplemental benefit plans (10,880) (10,966) Net unrecognized losses on interest rate swaps (46,941) (60,271) Reclassification adjustment for gain on terminated interest rate swap included in net income (67) (67) Accumulated other comprehensive loss $ (158,538) $ (170,143) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of March 31, 2021 and December 31, 2020 consists of the following: (in thousands) 2021 2020 Land $ 7,476 $ 7,476 Buildings 6,487 6,487 Furniture and equipment 62,186 60,433 Capitalized software 878,925 862,984 Leasehold improvements 50,076 50,477 Construction in progress 203 1,275 1,005,353 989,132 Less accumulated depreciation (603,801) (583,018) Property and equipment, net $ 401,552 $ 406,114 |
Goodwill, Net (Tables)
Goodwill, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by reporting unit, for the three months ended March 31, 2021 is as follows: (in thousands) PIRM UWS Consolidated Balance as of January 1, 2021 Goodwill $ 1,106,816 $ 1,216,204 $ 2,323,020 Accumulated impairment losses (600) (6,925) (7,525) Goodwill, net 1,106,216 1,209,279 2,315,495 Acquisition 4,641 — 4,641 Translation adjustments (725) — (725) Balance as of March 31, 2021 Goodwill, net $ 1,110,132 $ 1,209,279 $ 2,319,411 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | Other intangible assets, net consists of the following: March 31, 2021 December 31, 2020 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Client lists $ 646,539 $ (386,923) $ 259,616 $ 644,000 $ (377,409) $ 266,591 Non-compete agreements 26,903 (22,905) 3,998 26,763 (21,570) 5,193 Tradenames and licenses 128,012 (81,400) 46,612 127,718 (78,581) 49,137 $ 801,454 $ (491,228) $ 310,226 $ 798,481 $ (477,560) $ 320,921 |
Schedule of Expected Amortization Expense | Estimated amortization expense for other intangible assets, net is as follows: (in thousands) Remainder of 2021 $ 39,927 2022 52,347 2023 44,541 2024 35,848 2025 32,267 Thereafter 105,296 $ 310,226 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our long-term debt consists of the following: March 31, 2021 December 31, 2020 (in thousands) Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net Bank debt: Term loan facility borrowings due May 2024, weighted-average interest rate of 1.63% as of March 31, 2021 $ 1,472,000 $ (10,555) $ 1,461,445 $ 1,572,000 $ (11,431) $ 1,560,569 Revolving line of credit borrowings due May 2024, weighted-average interest rate of 1.63% as of March 31, 2021 300,000 (4,570) 295,430 300,000 (4,930) 295,070 Notes: 7.55% senior debentures due April 2028 9,531 (23) 9,508 9,531 (23) 9,508 Other debt: Various debt instruments with maturities through March 2024 5,832 — 5,832 6,086 — 6,086 Total long-term debt 1,787,363 $ (15,148) 1,772,215 1,887,617 (16,384) 1,871,233 Less current portion of long-term debt 9,003 — 9,003 43,230 — 43,230 Long-term debt, net of current portion $ 1,778,360 $ (15,148) $ 1,763,212 $ 1,844,387 $ (16,384) $ 1,828,003 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair values of our financial instruments as of March 31, 2021 are presented in the following table: (in thousands) Fair Value Measurements Using As of March 31, 2021 Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 227,102 $ — $ — $ 227,102 Restricted cash 8,683 1,681 — 10,364 Other investments — 1,218 — 1,218 Total $ 235,785 $ 2,899 $ — $ 238,684 Financial Liabilities: Total debt $ — $ 1,789,561 $ — $ 1,789,561 Total $ — $ 1,789,561 $ — $ 1,789,561 Derivatives: Asset for Swaps $ — $ 1,064 $ — $ 1,064 Liability for Swaps $ — $ 63,699 $ — $ 63,699 As of December 31, 2020 Financial Assets: Cash and cash equivalents $ 167,422 $ — $ — $ 167,422 Restricted cash 8,713 1,698 — 10,411 Other investments — 3,523 — 3,523 Total $ 176,135 $ 5,221 $ — $ 181,356 Financial Liabilities: Total debt $ — $ 1,889,812 $ — $ 1,889,812 Total $ — $ 1,889,812 $ — $ 1,889,812 Derivatives: Asset for Swaps $ — $ 29 $ — $ 29 Liability for Swaps $ — $ 80,426 $ — $ 80,426 |
Operating Revenues (Tables)
Operating Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Operating revenues by solution type consist of the following: (in thousands) PIRM UWS Corporate and Eliminations Consolidated For the Three Months Ended March 31, 2021 Property insights $ 130,234 $ — $ — $ 130,234 Insurance and spatial solutions 44,978 — — 44,978 Flood data solutions — 31,602 — 31,602 Valuation solutions — 62,219 — 62,219 Property tax solutions — 153,105 — 153,105 Other — 2,395 (1,748) 647 Total operating revenue $ 175,212 $ 249,321 $ (1,748) $ 422,785 For the Three Months Ended March 31, 2020 Property insights $ 115,496 $ — $ — $ 115,496 Insurance and spatial solutions 46,840 — — 46,840 Flood data solutions — 27,603 — 27,603 Valuation solutions — 61,247 — 61,247 Property tax solutions — 101,991 — 101,991 Other — 3,653 (3,910) (257) Total operating revenue $ 162,336 $ 194,494 $ (3,910) $ 352,920 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | RSU activity for the three months ended March 31, 2021 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested RSUs outstanding at December 31, 2020 1,194 $ 38.01 RSUs granted 188 $ 79.55 RSUs vested (429) $ 36.89 RSUs forfeited (10) $ 42.52 Unvested RSUs outstanding at March 31, 2021 943 $ 46.57 |
Schedule of Share-based Payment Award, Performance-Based Units, Valuation Assumptions | For PBRSUs with market-based vesting conditions, we also use the Monte-Carlo simulation with the following weighted-average assumptions: For the Three Months Ended March 31, 2021 2020 Expected dividend yield (1) — % — % Risk-free interest rate (2) 0.55 % 0.60 % Expected volatility (3) 33.92 % 32.53 % Average total stockholder return (3) (18.49) % (21.47) % (1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends. (2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) The expected volatility and average total stockholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. |
Schedule of Other Share-based Compensation, Activity | PBRSU activity for the three months ended March 31, 2021 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested PBRSUs outstanding at December 31, 2020 671 $ 41.89 PBRSUs granted due to change in units based on performance expectations 228 PBRSUs granted 66 $ 80.93 PBRSUs vested (258) $ 46.04 PBRSUs forfeited (12) $ 36.32 Unvested PBRSUs outstanding at March 31, 2021 695 $ 44.03 |
Schedule of Share-based Compensation, Stock Options, Activity | Option activity for the three months ended March 31, 2021 is as follows: (in thousands, except weighted-average price) Number of Weighted-Average Weighted-Average Aggregate Options outstanding at December 31, 2020 158 $ 27.26 Options exercised — $ — Options outstanding at March 31, 2021 158 $ 27.26 0.0 $ 8,221 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table sets forth the share-based compensation expense recognized for the three months ended March 31, 2021 and 2020: (in thousands) 2021 2020 RSUs $ 6,993 $ 5,687 PBRSUs 1,920 1,575 Stock options — — Employee stock purchase plan 720 699 $ 9,633 $ 7,961 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Reconciliation | The following is a reconciliation of net income per share: For the Three Months Ended March 31, 2021 2020 (in thousands, except per share amounts) Numerator for basic and diluted net income per share: Net income from continuing operations $ 54,943 $ 24,284 Income from discontinued operations, net of tax 3,907 9,535 Loss from sale of discontinued operations, net of tax (5,288) — Net income $ 53,562 $ 33,819 Denominator: Weighted-average shares for basic income per share 73,228 79,028 Dilutive effect of stock options and RSUs 1,907 1,497 Weighted-average shares for diluted income per share 75,135 80,525 Income per share Basic: Net income from continuing operations $ 0.75 $ 0.31 Income from discontinued operations, net of tax 0.05 0.12 Loss from sale of discontinued operations, net of tax (0.07) — Net income $ 0.73 $ 0.43 Diluted: Net income from continuing operations $ 0.73 $ 0.30 Income from discontinued operations, net of tax 0.05 0.12 Loss from sale of discontinued operations, net of tax (0.07) — Net income $ 0.71 $ 0.42 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Selected financial information by reportable segment related to our continuing operations is as follows: (in thousands) Operating Revenues Depreciation and Amortization Operating Income/(Loss) Equity in Earnings/(Losses) of Affiliates, Net of Tax Net Income/(Loss) From Continuing Operations Capital Expenditures For the Three Months Ended March 31, 2021 PIRM $ 175,212 $ 24,059 $ 20,152 $ — $ 18,441 $ 14,009 UWS 249,321 12,241 108,793 — 108,803 1,610 Corporate — 8,481 (43,508) — (72,301) 5,427 Eliminations (1,748) — — — — — Consolidated (excluding discontinued operations) $ 422,785 $ 44,781 $ 85,437 $ — $ 54,943 $ 21,046 For the Three Months Ended March 31, 2020 PIRM $ 162,336 $ 23,136 $ 14,353 $ 706 $ 15,267 $ 12,788 UWS 194,494 12,035 67,520 — 67,530 1,481 Corporate — 8,407 (26,680) (194) (58,513) 6,614 Eliminations (3,910) — — — — — Consolidated (excluding discontinued operations) $ 352,920 $ 43,578 $ 55,193 $ 512 $ 24,284 $ 20,883 (in thousands) Assets March 31, 2021 December 31, 2020 PIRM $ 1,896,018 $ 1,892,424 UWS 2,026,550 2,013,089 Corporate 6,110,945 6,046,238 Eliminations (5,871,711) (5,870,974) Consolidated (excluding discontinued operations) $ 4,161,802 $ 4,080,777 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Summarized below are certain assets and liabilities classified as discontinued operations as of March 31, 2021 and December 31, 2020: (in thousands) As of March 31, 2021 PIRM UWS AMPS ELI Total Cash and cash equivalents $ 381 $ 571 $ — $ — $ 952 Accounts receivable and other assets 2,634 55,801 268 — 58,703 Property and equipment, net — 25,998 — — 25,998 Goodwill, net — 79,931 — — 79,931 Capitalized data and database costs, net — 1,037 — — 1,037 Total assets $ 3,015 $ 163,338 $ 268 $ — $ 166,621 Accounts payable and accrued expenses $ 11,457 $ 34,429 $ 240 $ — $ 46,126 Deferred income tax and other liabilities 18 9,802 — 393 10,213 Total liabilities $ 11,475 $ 44,231 $ 240 $ 393 $ 56,339 As of December 31, 2020 Cash and cash equivalents $ 971 $ 1,501 $ — $ — $ 2,472 Accounts receivable and other assets 4,063 42,806 268 — 47,137 Property and equipment, net 5,586 24,651 — — 30,237 Goodwill, net 24,272 79,931 — — 104,203 Capitalized data and database costs, net 17,377 991 — — 18,368 Total assets $ 52,269 $ 149,880 $ 268 $ — $ 202,417 Accounts payable and accrued expenses $ 2,584 $ 24,048 $ 240 $ 1 $ 26,873 Deferred income tax and other liabilities 10,686 6,725 — 393 17,804 Total liabilities $ 13,270 $ 30,773 $ 240 $ 394 $ 44,677 For the year ended December 31, 2020, in connection with our intent to exit our reseller businesses, we reclassified $29.3 million and $79.9 million of goodwill, net, from our PIRM and UWS segments, to the RPS and CS disposal groups, respectively. The allocated amounts were determined by calculating the relative fair values between the disposal group and its respective reporting unit using a combination of the income and market approaches. Determining the fair value of a disposal group and a reporting unit is judgmental and requires assumptions and estimates of many critical factors, including revenue growth rates, cost of services, selling, general and administrative expenses, market multiples, discount rates, and indicative fair market values from potential participants at the time of valuation. The estimated fair values supported the net book value of our disposal groups. Summarized below are the components of our income/(loss) from discontinued operations, net of tax for the three months ended March 31, 2021 and 2020: (in thousands) For the Three Months March 31, 2021 PIRM UWS AMPS ELI Total Operating revenues $ 2,867 $ 103,582 $ — $ — $ 106,449 Cost of services (exclusive of depreciation and amortization) 1,632 84,534 — — 86,166 Selling, general and administrative expenses 10,382 4,854 — — 15,236 Gain on investments and other, net — (159) — — (159) Income/(loss) from discontinued operations before income taxes (9,147) 14,353 — — 5,206 Provision/(benefit) for income taxes (2,282) 3,581 — — 1,299 Income/(loss) from discontinued operations, net of tax $ (6,865) $ 10,772 $ — $ — $ 3,907 For the Three Months March 31, 2020 Operating revenues $ 9,239 $ 81,727 $ — $ — $ 90,966 Cost of services (exclusive of depreciation and amortization) 4,443 66,598 — — 71,041 Selling, general and administrative expenses 2,664 2,118 — (18) 4,764 Depreciation and amortization 1,875 1,390 — — 3,265 Gain on investments and other, net — (809) — — (809) Income/(loss) from discontinued operations before income taxes 257 12,430 — 18 12,705 Provision/(benefit) for income taxes 64 3,101 — 5 3,170 Income/(loss) from discontinued operations, net of tax $ 193 $ 9,329 $ — $ 13 $ 9,535 |
Basis of Condensed Consolidat_4
Basis of Condensed Consolidated Financial Statements (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||
Feb. 28, 2021USD ($)$ / shares | Nov. 30, 2020directorinvestment | Oct. 31, 2020USD ($) | Jul. 31, 2020director$ / shares | Jan. 31, 2020USD ($) | Mar. 31, 2021USD ($)businessDaysegmentinvestment$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)investment$ / shares | Sep. 14, 2020$ / shares | Jun. 26, 2020$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||
Number of directors to be replaced | director | 9 | ||||||||||
Number of directors replaced | director | 3 | ||||||||||
Number of directors appointed | investment | 3 | ||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Loss from sale of discontinued operations, net of tax | $ 2,700 | $ (5,288) | $ 0 | ||||||||
Number of impaired investments | investment | 1 | 1 | |||||||||
Dividends received from investments in affiliates | $ 0 | 185 | |||||||||
Operating lease impairment loss | 0 | 0 | |||||||||
Finance lease impairment loss | 0 | 0 | |||||||||
Dividends payable (in usd per share) | $ / shares | $ 0.22 | ||||||||||
Increase in common stock dividend declared | 50.00% | ||||||||||
Dividends declared (in usd per share) | $ / shares | $ 0.33 | ||||||||||
Tax escrow deposits | 7,400,000 | $ 500,000 | |||||||||
Reserves incorrect disposition of assets | 27,800 | 29,600 | |||||||||
Stockholders' equity | 756,085 | 926,998 | 723,262 | $ 951,210 | |||||||
Retained Earnings | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Stockholders' equity | 914,622 | 1,057,692 | 893,404 | 1,006,992 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Stockholders' equity | 16,827 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Stockholders' equity | $ 16,827 | ||||||||||
Discontinued Operations, Disposed of by Sale | Rental Property Solutions | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Loss from sale of discontinued operations, net of tax | 2,700 | (5,300) | |||||||||
Consideration received | $ 51,200 | $ 9,000 | |||||||||
Senator Investment Group, LP and Cannae Holdings, Inc. | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Share price (in usd per share) | $ / shares | $ 66 | $ 65 | |||||||||
Increase to original offer (in usd per share) | $ / shares | $ 1 | ||||||||||
Costs accrued | 11,400 | ||||||||||
Accounts Payable and Accrued Liabilities | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Reserves incorrect disposition of assets | $ 11,700 | $ 11,400 | |||||||||
Minimum | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Period that escrow deposits are held (in business days) | businessDay | 2 | ||||||||||
Maximum | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Period that escrow deposits are held (in business days) | businessDay | 5 | ||||||||||
Celestial-Saturn Parent Inc. | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||||||
Share price (in usd per share) | $ / shares | $ 80 | ||||||||||
Failure to consummate the merger termination fee | $ 330,000 | ||||||||||
Termination fee payable | $ 165,000 | ||||||||||
Location, Inc | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Remaining equity interest acquired | 66.00% | ||||||||||
Consideration transferred | $ 11,500 | ||||||||||
Investment balance | $ 5,600 | ||||||||||
Dividends received from investments in affiliates | $ 700 | ||||||||||
Location, Inc | PIRM | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Ownership percentage | 34.00% | ||||||||||
Step-up gain | $ 600 | ||||||||||
Ten Largest Clients | Sales Revenue, Net | Customer Concentration Risk | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Concentration risk, percentage | 40.00% | 30.00% |
Basis of Condensed Consolidat_5
Basis of Condensed Consolidated Financial Statements (Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents | $ 227,102 | $ 167,422 | $ 150,937 | |
Restricted cash included in other assets | 9,966 | 9,714 | ||
Restricted cash included in prepaid expenses and other current assets | 398 | 178 | ||
Total cash, cash equivalents, and restricted cash | $ 237,466 | $ 177,833 | $ 160,829 | $ 114,679 |
Basis of Condensed Consolidat_6
Basis of Condensed Consolidated Financial Statements (AOCI Table) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cumulative foreign currency translation | $ (100,650) | $ (98,839) |
Cumulative supplemental benefit plans | (10,880) | (10,966) |
Net unrecognized losses on interest rate swaps | (46,941) | (60,271) |
Reclassification adjustment for gain on terminated interest rate swap included in net income | (67) | (67) |
Accumulated other comprehensive loss | $ (158,538) | $ (170,143) |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,005,353 | $ 989,132 | |
Less accumulated depreciation | (603,801) | (583,018) | |
Property and equipment, net | 401,552 | 406,114 | |
Depreciation expense | 22,000 | $ 21,600 | |
Impairment losses | 0 | $ 0 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,476 | 7,476 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,487 | 6,487 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 62,186 | 60,433 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 878,925 | 862,984 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 50,076 | 50,477 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 203 | $ 1,275 |
Goodwill, Net (Details)
Goodwill, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 2,323,020 | ||
Accumulated impairment losses | (7,525) | ||
Goodwill, net | $ 2,315,495 | ||
Acquisition | 4,641 | ||
Translation adjustments | (725) | ||
Goodwill, net | 2,315,495 | $ 2,319,411 | 2,315,495 |
PIRM | |||
Goodwill [Roll Forward] | |||
Goodwill | 1,106,816 | ||
Accumulated impairment losses | (600) | ||
Goodwill, net | 1,106,216 | ||
Acquisition | 4,641 | ||
Translation adjustments | (725) | ||
Goodwill, net | 1,106,216 | 1,110,132 | 1,106,216 |
UWS | |||
Goodwill [Roll Forward] | |||
Goodwill | 1,216,204 | ||
Accumulated impairment losses | (6,925) | ||
Goodwill, net | 1,209,279 | ||
Acquisition | 0 | ||
Translation adjustments | 0 | ||
Goodwill, net | $ 1,209,279 | $ 1,209,279 | $ 1,209,279 |
Other Intangible Assets, Net (S
Other Intangible Assets, Net (Schedule of Finite-Lived Intangible Assets by Major Class) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 801,454 | $ 798,481 | |
Accumulated Amortization | (491,228) | (477,560) | |
Net | 310,226 | 320,921 | |
Amortization of Intangible Assets | 14,300 | $ 14,200 | |
Impairment of intangible assets | 0 | $ 0 | |
Client lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 646,539 | 644,000 | |
Accumulated Amortization | (386,923) | (377,409) | |
Net | 259,616 | 266,591 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 26,903 | 26,763 | |
Accumulated Amortization | (22,905) | (21,570) | |
Net | 3,998 | 5,193 | |
Tradenames and licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 128,012 | 127,718 | |
Accumulated Amortization | (81,400) | (78,581) | |
Net | $ 46,612 | $ 49,137 |
Other Intangible Assets, Net (F
Other Intangible Assets, Net (Finite Lived Intangible Asset Future Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||
Remainder of 2021 | $ 39,927 | |
2022 | 52,347 | |
2023 | 44,541 | |
2024 | 35,848 | |
2025 | 32,267 | |
Thereafter | 105,296 | |
Net | $ 310,226 | $ 320,921 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 1998 |
Debt Instrument [Line Items] | |||
Gross | $ 1,787,363 | $ 1,887,617 | |
Debt Issuance Costs | (15,148) | (16,384) | |
Net | 1,772,215 | 1,871,233 | |
Less current portion of long-term debt | 9,003 | 43,230 | |
Debt Issuance Costs, Current, Net | 0 | 0 | |
Long-term debt, net of current portion, gross | 1,778,360 | 1,844,387 | |
Long-term debt, net of current portion, debt issuance costs | (15,148) | (16,384) | |
Long-term debt, net of current portion, net | 1,763,212 | 1,828,003 | |
Revolving line of credit | Line of Credit Due May 2024 | |||
Debt Instrument [Line Items] | |||
Gross | 300,000 | 300,000 | |
Debt Issuance Costs | (4,570) | (4,930) | |
Net | $ 295,430 | 295,070 | |
Weighted average interest rate | 1.63% | ||
Term loan facility | Term Loan Due May 2024 | |||
Debt Instrument [Line Items] | |||
Gross | $ 1,472,000 | 1,572,000 | |
Debt Issuance Costs | (10,555) | (11,431) | |
Net | $ 1,461,445 | 1,560,569 | |
Weighted average interest rate | 1.63% | ||
Senior notes | 7.55% senior debentures due April 2028 | |||
Debt Instrument [Line Items] | |||
Gross | $ 9,531 | 9,531 | |
Debt Issuance Costs | (23) | (23) | |
Net | 9,508 | 9,508 | |
Stated rate on debt | 7.55% | ||
Other debt | Various debt instruments with maturities through March 2024 | |||
Debt Instrument [Line Items] | |||
Gross | 5,832 | 6,086 | |
Debt Issuance Costs | 0 | 0 | |
Net | $ 5,832 | $ 6,086 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
May 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2025 | Aug. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 30, 1998 | |
Debt Instrument [Line Items] | |||||||||
Accrued interest expense | $ 500,000 | $ 300,000 | |||||||
Credit agreement, potential increase to term loan and line of credit | $ 300,000,000 | ||||||||
Debt issuance costs | 9,700,000 | ||||||||
Debt issuance costs capitalized | 9,600,000 | ||||||||
Loss (gain) on extinguishment of debt | 1,500,000 | ||||||||
Unamortized costs | 14,600,000 | ||||||||
Debt issuance costs expensed | $ 1,237,000 | $ 1,235,000 | |||||||
Percentage of outstanding balance | 50.00% | ||||||||
Interest expense, pre-tax | $ 6,600,000 | 1,300,000 | |||||||
Interest expense, pre-tax to be reclassified during next 12 months | 30,700,000 | ||||||||
Interest Rate Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining notional balance | $ 1,200,000,000 | ||||||||
Derivative, average fixed interest rate | 2.68% | ||||||||
Interest Rate Swap | Cash Flow Hedges | |||||||||
Debt Instrument [Line Items] | |||||||||
Liability for interest rate swap agreements | $ 63,700,000 | 80,400,000 | |||||||
Asset for Swaps | $ 1,100,000 | $ 100,000 | |||||||
Interest Rate Swap | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative, average fixed interest rate | 2.61% | ||||||||
Interest Rate Swap | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative, average fixed interest rate | 2.98% | ||||||||
Interest Rate Swap | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining notional balance | $ 500,000,000 | $ 1,000,000,000 | $ 1,100,000,000 | $ 1,200,000,000 | |||||
Derivative, average fixed interest rate | 2.64% | 2.77% | 2.78% | 2.66% | |||||
Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Market value adjustments on interest rate swaps, net of tax | $ 13,300,000 | (36,900,000) | |||||||
Deferred taxes on interest rate swaps | 4,400,000 | $ 12,300,000 | |||||||
Line of Credit Due May 2024 | Revolving line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Multicurrency revolving sub-facility | 100,000,000 | ||||||||
Line of Credit Due May 2024 | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, letter of credit sub-facility | 50,000,000 | ||||||||
Term loan facility | Term Loan A-1 Due May 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Term facility, maximum borrowing capacity | $ 1,800,000,000 | ||||||||
Term of loan facility | 5 years | ||||||||
Line of Credit Due May 2024 | Revolving line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Term facility, maximum borrowing capacity | $ 750,000,000 | ||||||||
Term of loan facility | 5 years | ||||||||
Revolving line of credit, remaining borrowing capacity | $ 450,000,000 | ||||||||
Senior notes | 7.55% senior debentures due April 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 100,000,000 |
Fair Value (Fair Value of Finan
Fair Value (Fair Value of Financial Instruments) (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financial Assets: | ||
Cash and cash equivalents | $ 227,102 | $ 167,422 |
Restricted cash | 10,364 | 10,411 |
Other investments | 1,218 | 3,523 |
Total | 238,684 | 181,356 |
Financial Liabilities: | ||
Total debt | 1,789,561 | 1,889,812 |
Total | 1,789,561 | 1,889,812 |
Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 1,064 | 29 |
Derivative Liability | 63,699 | 80,426 |
Level 1 | ||
Financial Assets: | ||
Cash and cash equivalents | 227,102 | 167,422 |
Restricted cash | 8,683 | 8,713 |
Other investments | 0 | 0 |
Total | 235,785 | 176,135 |
Financial Liabilities: | ||
Total debt | 0 | 0 |
Total | 0 | 0 |
Level 1 | Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 0 | 0 |
Derivative Liability | 0 | 0 |
Level 2 | ||
Financial Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 1,681 | 1,698 |
Other investments | 1,218 | 3,523 |
Total | 2,899 | 5,221 |
Financial Liabilities: | ||
Total debt | 1,789,561 | 1,889,812 |
Total | 1,789,561 | 1,889,812 |
Level 2 | Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 1,064 | 29 |
Derivative Liability | 63,699 | 80,426 |
Level 3 | ||
Financial Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Other investments | 0 | 0 |
Total | 0 | 0 |
Financial Liabilities: | ||
Total debt | 0 | 0 |
Total | 0 | 0 |
Level 3 | Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 0 | 0 |
Derivative Liability | $ 0 | $ 0 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value adjustment | $ (2.3) | $ 0 | |
National Tax Search LLC | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 7.5 |
Operating Revenues - Operating
Operating Revenues - Operating Revenues by Solution Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Operating revenues | $ 422,785 | $ 352,920 |
Property insights | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 130,234 | 115,496 |
Insurance and spatial solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 44,978 | 46,840 |
Flood data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 31,602 | 27,603 |
Valuation solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 62,219 | 61,247 |
Property tax solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | $ 153,105 | 101,991 |
Expected service period revenue is recognized | 10 years | |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | $ 647 | (257) |
Operating Segments | PIRM | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 175,212 | 162,336 |
Operating Segments | PIRM | Property insights | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 130,234 | 115,496 |
Operating Segments | PIRM | Insurance and spatial solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 44,978 | 46,840 |
Operating Segments | PIRM | Flood data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Operating Segments | PIRM | Valuation solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Operating Segments | PIRM | Property tax solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Operating Segments | PIRM | Other | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Operating Segments | UWS | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 249,321 | 194,494 |
Operating Segments | UWS | Property insights | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Operating Segments | UWS | Insurance and spatial solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Operating Segments | UWS | Flood data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 31,602 | 27,603 |
Operating Segments | UWS | Valuation solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 62,219 | 61,247 |
Operating Segments | UWS | Property tax solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 153,105 | 101,991 |
Operating Segments | UWS | Other | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 2,395 | 3,653 |
Corporate and Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | (1,748) | (3,910) |
Corporate and Eliminations | Property insights | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Corporate and Eliminations | Insurance and spatial solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Corporate and Eliminations | Flood data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Corporate and Eliminations | Valuation solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Corporate and Eliminations | Property tax solutions | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 0 | 0 |
Corporate and Eliminations | Other | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | $ (1,748) | $ (3,910) |
Operating Revenues - Contract C
Operating Revenues - Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Amortization period of contracts costs | 10 years | ||
Deferred contract costs amortization | $ 5.3 | $ 3.7 | |
Prepaid expenses and other current assets | |||
Disaggregation of Revenue [Line Items] | |||
Long term deferred costs | 14.8 | $ 13.2 | |
Other assets | |||
Disaggregation of Revenue [Line Items] | |||
Long term deferred costs | $ 24.2 | $ 24.2 |
Operating Revenues - Contract L
Operating Revenues - Contract Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 1,100 | $ 1,000 |
Overall change in contract liability balances | 80 | |
Deferred new billings | 281.3 | |
Operating revenue recognized | 201.2 | |
Previously deferred revenue recognized | 112.8 | |
Other decreases | $ (0.1) |
Operating Revenues - Remaining
Operating Revenues - Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 1,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 30.00% |
Expected service period revenue is recognized | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 24.00% |
Expected service period revenue is recognized | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 16.00% |
Expected service period revenue is recognized | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 30.00% |
Expected service period revenue is recognized |
Operating Revenues - Remainin_2
Operating Revenues - Remaining Performance Obligations Periods (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Arrangement period | 1 year |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Arrangement period | 3 years |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | May 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee stock purchase plan, percent of stock price at closing date | 85.00% | ||
Stock-based compensation expense | $ 9,633,000 | $ 7,961,000 | |
Cost of Services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,000,000 | $ 500,000 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units granted during the period (in units) | 188,475 | 552,262 | |
Estimated grant-date fair value | $ 15,000,000 | $ 17,600,000 | |
Award vesting period in years | 3 years | ||
Unrecognized compensation cost | $ 28,900,000 | ||
Period of recognition for unrecognized compensation cost in years | 2 years 1 month 6 days | ||
Stock-based compensation expense | $ 6,993,000 | $ 5,687,000 | |
PBRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units granted during the period (in units) | 66,448 | 181,365 | |
Units granted in period due to plan changes (in units) | 227,781 | 111,488 | |
Estimated grant-date fair value | $ 5,400,000 | $ 6,800,000 | |
Unrecognized compensation cost | $ 17,100,000 | ||
Period of recognition for unrecognized compensation cost in years | 1 year 10 months 24 days | ||
Stock-based compensation expense | $ 1,920,000 | 1,575,000 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | 0 | ||
Intrinsic value of options exercised | 300,000 | ||
Stock-based compensation expense | $ 0 | $ 0 | |
CoreLogic 2018 Performance Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 15,139,084 |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Stock Units) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Number of Shares | ||
Forfeited (in units) | (12,000) | |
RSUs | ||
Number of Shares | ||
Outstanding, Beginning of Period (in units) | 1,194,000 | |
Granted (in units) | 188,475 | 552,262 |
Vested (in units) | (429,000) | |
Forfeited (in units) | (10,000) | |
Outstanding, End of Period (in units) | 943,000 | |
Weighted Average Grant Date Fair Value | ||
Unvested units outstanding, Beginning Balance (usd per unit) | $ 38.01 | |
Granted (usd per unit) | 79.55 | |
Vested (usd per unit) | 36.89 | |
Forfeited (usd per unit) | 42.52 | |
Unvested units outstanding, Ending Balance (usd per unit) | $ 46.57 |
Share-Based Compensation (PBRSU
Share-Based Compensation (PBRSU Weighted Average Assumptions) (Details) - PBRSUs | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.55% | 0.60% |
Expected volatility | 33.92% | 32.53% |
Average total stockholder return | (18.49%) | (21.47%) |
Share-Based Compensation (PBR_2
Share-Based Compensation (PBRSU) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Number of Shares | ||
Forfeited (in units) | (12,000) | |
PBRSUs | ||
Number of Shares | ||
Outstanding, Beginning of Period (in units) | 671,000 | |
Granted due to change in units based on performance expectations (in units) | 227,781 | 111,488 |
Granted (in units) | 66,448 | 181,365 |
Vested (in units) | (258,000) | |
Outstanding, End of Period (in units) | 695,000 | |
Weighted Average Grant Date Fair Value | ||
Unvested units outstanding, Beginning Balance (usd per unit) | $ 41.89 | |
Granted (usd per unit) | 80.93 | |
Vested (usd per unit) | 46.04 | |
Forfeited (usd per unit) | 36.32 | |
Unvested units outstanding, Ending Balance (usd per unit) | $ 44.03 |
Share-Based Compensation (Optio
Share-Based Compensation (Options) (Details) - Stock options $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Options outstanding, beginning balance (in shares) | shares | 158 |
Options exercised (in shares) | shares | 0 |
Options outstanding, ending balance (in shares) | shares | 158 |
Weighted-Average Exercise Price | |
Options outstanding, beginning balance (usd per share) | $ / shares | $ 27.26 |
Options exercised (usd per share) | $ / shares | 0 |
Options outstanding, ending balance (usd per share) | $ / shares | $ 27.26 |
Weighted Average Remaining Contractual Term | |
Options outstanding, Weighted Average Remaining Contractual Term (in years) | 0 years |
Aggregate Intrinsic Value | |
Options outstanding, Aggregate Intrinsic Value | $ | $ 8,221 |
Share-Based Compensation (Compe
Share-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 9,633 | $ 7,961 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 6,993 | 5,687 |
PBRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,920 | 1,575 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 0 | 0 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 720 | 699 |
Cost of Services | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,000 | $ 500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, continuing operations | 19.90% | 29.20% |
Expiration of statue of limitations on reserves is reasonably possible | $ 500 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator for basic and diluted net income per share: | |||
Net income from continuing operations | $ 54,943 | $ 24,284 | |
Income from discontinued operations, net of tax | 3,907 | 9,535 | |
Loss from sale of discontinued operations, net of tax | $ 2,700 | (5,288) | 0 |
Net income | $ 53,562 | $ 33,819 | |
Denominator: | |||
Weighted-average shares for basic income per share (in shares) | 73,228 | 79,028 | |
Dilutive effect of stock options and restricted stock units (in shares) | 1,907 | 1,497 | |
Weighted-average shares for diluted income per share (in shares) | 75,135 | 80,525 | |
Basic: | |||
Net income from continuing operations (usd per share) | $ 0.75 | $ 0.31 | |
Income from discontinued operations, net of tax (usd per share) | 0.05 | 0.12 | |
Loss from sale of discontinued operations, net of tax (usd per share) | (0.07) | 0 | |
Net income (usd per share) | 0.73 | 0.43 | |
Diluted: | |||
Net income from continuing operations (usd per share) | 0.73 | 0.30 | |
Income/(loss) from discontinued operations, net of tax (usd per share) | 0.05 | 0.12 | |
Loss from sale of discontinued operations, net of tax (usd per share) | (0.07) | 0 | |
Net income (usd per share) | $ 0.71 | $ 0.42 | |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 100 | 100 | |
PBRSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 100 | 100 |
Acquisitions (Details)
Acquisitions (Details) £ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Jan. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 0.3 | $ 0.9 | |||
Location, Inc | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 11.5 | ||||
Remaining equity interest acquired | 66.00% | ||||
ehouse | |||||
Business Acquisition [Line Items] | |||||
Percentage of shares acquired | 100.00% | 100.00% | |||
Consideration transferred | $ 9.7 | £ 6.9 | |||
PIRM | Location, Inc | |||||
Business Acquisition [Line Items] | |||||
Acquisition goodwill | $ 12.6 | ||||
Ownership percentage | 34.00% | ||||
Step-up gain | $ 0.6 | ||||
PIRM | Location, Inc | Technology-based intangible assets | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 6 | ||||
Estimated average life in years | 10 years | ||||
PIRM | Location, Inc | Client lists | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 0.3 | ||||
Estimated average life in years | 5 years | ||||
PIRM | Location, Inc | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 0.8 | ||||
Estimated average life in years | 8 years | ||||
PIRM | Location, Inc | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 0.4 | ||||
Estimated average life in years | 5 years | ||||
PIRM | ehouse | |||||
Business Acquisition [Line Items] | |||||
Deferred tax liabilities | (0.9) | $ (0.9) | |||
Acquisition goodwill | 4.6 | ||||
PIRM | ehouse | Technology-based intangible assets | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | 1.3 | 1.3 | |||
PIRM | ehouse | Client lists | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 3.1 | 3.1 | |||
Estimated average life in years | 9 years | 9 years | |||
PIRM | ehouse | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 0.4 | 0.4 | |||
Estimated average life in years | 10 years | 10 years | |||
PIRM | ehouse | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 0.1 | $ 0.1 | |||
Estimated average life in years | 2 years | 2 years |
Segment Information (Narrative)
Segment Information (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Operating revenues | $ (422,785) | $ (352,920) |
Expenses | 337,348 | 297,727 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 0 | 0 |
Expenses | 900 | 2,200 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 1,748 | 3,910 |
PIRM | Eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 1,400 | 3,100 |
Expenses | 300 | 800 |
UWS | Eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 300 | 800 |
Expenses | $ 500 | $ 1,000 |
Segment Information (Financial
Segment Information (Financial Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Operating revenues | $ 422,785 | $ 352,920 | |
Depreciation and Amortization | 44,781 | 43,578 | |
Operating Income/(Loss) | 85,437 | 55,193 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 0 | 512 | |
Net Income/(Loss) From Continuing Operations | 54,943 | 24,284 | |
Capital Expenditures | 21,046 | 20,883 | |
Assets | 4,161,802 | $ 4,080,777 | |
Operating Segments | PIRM | |||
Segment Reporting Information [Line Items] | |||
Operating revenues | 175,212 | 162,336 | |
Depreciation and Amortization | 24,059 | 23,136 | |
Operating Income/(Loss) | 20,152 | 14,353 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 0 | 706 | |
Net Income/(Loss) From Continuing Operations | 18,441 | 15,267 | |
Capital Expenditures | 14,009 | 12,788 | |
Assets | 1,896,018 | 1,892,424 | |
Operating Segments | UWS | |||
Segment Reporting Information [Line Items] | |||
Operating revenues | 249,321 | 194,494 | |
Depreciation and Amortization | 12,241 | 12,035 | |
Operating Income/(Loss) | 108,793 | 67,520 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 0 | 0 | |
Net Income/(Loss) From Continuing Operations | 108,803 | 67,530 | |
Capital Expenditures | 1,610 | 1,481 | |
Assets | 2,026,550 | 2,013,089 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Operating revenues | 0 | 0 | |
Depreciation and Amortization | 8,481 | 8,407 | |
Operating Income/(Loss) | (43,508) | (26,680) | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 0 | (194) | |
Net Income/(Loss) From Continuing Operations | (72,301) | (58,513) | |
Capital Expenditures | 5,427 | 6,614 | |
Assets | 6,110,945 | 6,046,238 | |
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Operating revenues | (1,748) | (3,910) | |
Depreciation and Amortization | 0 | 0 | |
Operating Income/(Loss) | 0 | 0 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 0 | 0 | |
Net Income/(Loss) From Continuing Operations | 0 | 0 | |
Capital Expenditures | 0 | 0 | |
Assets | (5,871,711) | $ (5,870,974) | |
Eliminations | PIRM | |||
Segment Reporting Information [Line Items] | |||
Operating revenues | (1,400) | (3,100) | |
Eliminations | UWS | |||
Segment Reporting Information [Line Items] | |||
Operating revenues | $ (300) | $ (800) |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) consumer in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2020USD ($) | Jul. 31, 2019consumer | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Feb. 28, 2021USD ($) | Dec. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) from sale of discontinued operations, net of tax | $ (2,700) | $ 5,288 | $ 0 | ||||
Fair Credit Reporting Act Class Action | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of consumers certified | consumer | 2 | ||||||
Myriad Development, Inc. & Insignificant Acquisition | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Contingent consideration | $ 4,400 | ||||||
Decrease in contingent consideration value | 200 | $ 800 | |||||
Maximum | Myriad Development, Inc. & Insignificant Acquisition | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Contingent consideration | $ 17,500 | ||||||
Discontinued Operations, Disposed of by Sale | Rental Property Solutions | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Consideration received | 9,000 | $ 51,200 | |||||
Gain (loss) from sale of discontinued operations, net of tax | $ (2,700) | 5,300 | |||||
Costs related to sale | $ 1,700 | ||||||
Discontinued Operations, Disposed of by Sale | PIRM | Rental Property Solutions | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Allocation of goodwill | $ 29,300 | ||||||
Discontinued Operations, Disposed of by Sale | PIRM | Credit solutions | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Allocation of goodwill | $ 79,900 |
Discontinued Operations (Financ
Discontinued Operations (Financial Statement Information) (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | |||
Cash and cash equivalents | $ 952 | $ 2,472 | |
Accounts receivable and other assets | 58,703 | 47,137 | |
Property and equipment, net | 25,998 | 30,237 | |
Goodwill, net | 79,931 | 104,203 | |
Capitalized data and database costs, net | 1,037 | 18,368 | |
Total assets | 166,621 | 202,417 | |
Accounts payable and accrued expenses | 46,126 | 26,873 | |
Deferred income tax and other liabilities | 10,213 | 17,804 | |
Total liabilities | 56,339 | 44,677 | |
Income Statement [Abstract] | |||
Operating revenues | 106,449 | $ 90,966 | |
Cost of services (exclusive of depreciation and amortization) | 86,166 | 71,041 | |
Selling, general and administrative expenses | 15,236 | 4,764 | |
Depreciation and amortization | 3,265 | ||
Gain on investments and other, net | (159) | (809) | |
Income/(loss) from discontinued operations before income taxes | 5,206 | 12,705 | |
Provision/(benefit) for income taxes | 1,299 | 3,170 | |
Income/(loss) from discontinued operations, net of tax | 3,907 | 9,535 | |
PIRM | |||
Statement of Financial Position [Abstract] | |||
Cash and cash equivalents | 381 | 971 | |
Accounts receivable and other assets | 2,634 | 4,063 | |
Property and equipment, net | 0 | 5,586 | |
Goodwill, net | 0 | 24,272 | |
Capitalized data and database costs, net | 0 | 17,377 | |
Total assets | 3,015 | 52,269 | |
Accounts payable and accrued expenses | 11,457 | 2,584 | |
Deferred income tax and other liabilities | 18 | 10,686 | |
Total liabilities | 11,475 | 13,270 | |
Income Statement [Abstract] | |||
Operating revenues | 2,867 | 9,239 | |
Cost of services (exclusive of depreciation and amortization) | 1,632 | 4,443 | |
Selling, general and administrative expenses | 10,382 | 2,664 | |
Depreciation and amortization | 1,875 | ||
Gain on investments and other, net | 0 | 0 | |
Income/(loss) from discontinued operations before income taxes | (9,147) | 257 | |
Provision/(benefit) for income taxes | (2,282) | 64 | |
Income/(loss) from discontinued operations, net of tax | (6,865) | 193 | |
UWS | |||
Statement of Financial Position [Abstract] | |||
Cash and cash equivalents | 571 | 1,501 | |
Accounts receivable and other assets | 55,801 | 42,806 | |
Property and equipment, net | 25,998 | 24,651 | |
Goodwill, net | 79,931 | 79,931 | |
Capitalized data and database costs, net | 1,037 | 991 | |
Total assets | 163,338 | 149,880 | |
Accounts payable and accrued expenses | 34,429 | 24,048 | |
Deferred income tax and other liabilities | 9,802 | 6,725 | |
Total liabilities | 44,231 | 30,773 | |
Income Statement [Abstract] | |||
Operating revenues | 103,582 | 81,727 | |
Cost of services (exclusive of depreciation and amortization) | 84,534 | 66,598 | |
Selling, general and administrative expenses | 4,854 | 2,118 | |
Depreciation and amortization | 1,390 | ||
Gain on investments and other, net | (159) | (809) | |
Income/(loss) from discontinued operations before income taxes | 14,353 | 12,430 | |
Provision/(benefit) for income taxes | 3,581 | 3,101 | |
Income/(loss) from discontinued operations, net of tax | 10,772 | 9,329 | |
AMPS | |||
Statement of Financial Position [Abstract] | |||
Cash and cash equivalents | 0 | 0 | |
Accounts receivable and other assets | 268 | 268 | |
Property and equipment, net | 0 | 0 | |
Goodwill, net | 0 | 0 | |
Capitalized data and database costs, net | 0 | 0 | |
Total assets | 268 | 268 | |
Accounts payable and accrued expenses | 240 | 240 | |
Deferred income tax and other liabilities | 0 | 0 | |
Total liabilities | 240 | 240 | |
Income Statement [Abstract] | |||
Operating revenues | 0 | 0 | |
Cost of services (exclusive of depreciation and amortization) | 0 | 0 | |
Selling, general and administrative expenses | 0 | 0 | |
Depreciation and amortization | 0 | ||
Gain on investments and other, net | 0 | 0 | |
Income/(loss) from discontinued operations before income taxes | 0 | 0 | |
Provision/(benefit) for income taxes | 0 | 0 | |
Income/(loss) from discontinued operations, net of tax | 0 | 0 | |
ELI | |||
Statement of Financial Position [Abstract] | |||
Cash and cash equivalents | 0 | 0 | |
Accounts receivable and other assets | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Goodwill, net | 0 | 0 | |
Capitalized data and database costs, net | 0 | 0 | |
Total assets | 0 | 0 | |
Accounts payable and accrued expenses | 0 | 1 | |
Deferred income tax and other liabilities | 393 | 393 | |
Total liabilities | 393 | $ 394 | |
Income Statement [Abstract] | |||
Operating revenues | 0 | 0 | |
Cost of services (exclusive of depreciation and amortization) | 0 | 0 | |
Selling, general and administrative expenses | 0 | (18) | |
Depreciation and amortization | 0 | ||
Gain on investments and other, net | 0 | 0 | |
Income/(loss) from discontinued operations before income taxes | 0 | 18 | |
Provision/(benefit) for income taxes | 0 | 5 | |
Income/(loss) from discontinued operations, net of tax | $ 0 | $ 13 |