Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-37394 | |
Entity Registrant Name | Black Knight, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5265638 | |
Entity Address, Address Line One | 601 Riverside Avenue | |
Entity Address, City or Town | Jacksonville | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32204 | |
City Area Code | 904 | |
Local Phone Number | 854-5100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BKI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 156,630,031 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001627014 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 88.7 | $ 34.7 |
Trade receivables, net | 183.6 | 182.2 |
Prepaid expenses and other current assets | 86.3 | 70.4 |
Receivables from related parties | 10.5 | 0 |
Total current assets | 369.1 | 287.3 |
Property and equipment, net | 157.5 | 163.1 |
Computer software, net | 496.5 | 498.3 |
Other intangible assets, net | 624.6 | 692.3 |
Goodwill | 3,649.6 | 3,613.4 |
Investments in unconsolidated affiliates | 475.8 | 470.5 |
Deferred contract costs, net | 179.6 | 172.3 |
Other non-current assets | 213.2 | 193.3 |
Total assets | 6,165.9 | 6,090.5 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 73.8 | 88.1 |
Accrued compensation and benefits | 91 | 79.3 |
Current portion of debt | 19 | 73 |
Deferred revenues | 68.7 | 50.9 |
Total current liabilities | 252.5 | 291.3 |
Deferred revenues | 82.7 | 92.7 |
Deferred income taxes | 282.1 | 284 |
Long-term debt, net of current portion | 2,216.3 | 2,121.9 |
Other non-current liabilities | 90.1 | 94.9 |
Total liabilities | 2,923.7 | 2,884.8 |
Commitments and contingencies (Note 11) | ||
Redeemable noncontrolling interests | 578 | 578 |
Equity: | ||
Common stock; $0.0001 par value; 550,000,000 shares authorized; 160,040,598 shares issued and 156,635,838 shares outstanding as of June 30, 2021, and 160,085,413 shares issued and 157,014,712 shares outstanding as of December 31, 2020 | 0 | 0 |
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of June 30, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 2,021 | 2,053.7 |
Retained earnings | 852.4 | 757.4 |
Accumulated other comprehensive loss | (32.6) | (38.8) |
Treasury stock, at cost, 3,404,760 shares as of June 30, 2021 and 3,070,701 shares as of December 31, 2020 | (176.6) | (144.6) |
Total shareholders' equity | 2,664.2 | 2,627.7 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | $ 6,165.9 | $ 6,090.5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 160,040,598 | 160,085,413 |
Common stock, shares outstanding (in shares) | 156,635,838 | 157,014,712 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in share) | 0 | 0 |
Treasury stock (in shares) | 3,404,760 | 3,070,701 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenues | $ 361.3 | $ 293.1 | $ 711 | $ 583.8 | |
Expenses: | |||||
Operating expenses | 197 | 155.5 | 383.2 | 317.9 | |
Depreciation and amortization | 90.4 | 58.6 | 178.2 | 116.3 | |
Transition and integration costs | 4.3 | 2.5 | 12.2 | 4.9 | |
Total expenses | 291.7 | 216.6 | 573.6 | 439.1 | |
Operating income | 69.6 | 76.5 | 137.4 | 144.7 | |
Other income and expense: | |||||
Interest expense, net | (20.9) | (13) | (41.2) | (27.7) | |
Other (expense) income, net | (1) | 18.8 | (4.2) | 18 | |
Total other (expense) income, net | (21.9) | 5.8 | (45.4) | (9.7) | |
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | 47.7 | 82.3 | 92 | 135 | |
Income tax expense | 10.5 | 17.2 | 15.7 | 25.4 | |
Earnings before equity in (losses) earnings of unconsolidated affiliates | 37.2 | 65.1 | 76.3 | 109.6 | |
Equity in (losses) earnings of unconsolidated affiliates, net of tax | (5) | (26) | 1.4 | (20.4) | |
Net earnings | 32.2 | 39.1 | 77.7 | 89.2 | |
Net losses attributable to redeemable noncontrolling interests | 7.5 | 16.1 | 0 | ||
Net earnings attributable to Black Knight | 39.7 | 39.1 | 93.8 | 89.2 | |
Other comprehensive earnings (loss): | |||||
Unrealized holding (losses) gains, net of tax | [1] | (0.2) | (2.6) | 0.3 | (24.2) |
Reclassification adjustments for losses included in net earnings, net of tax | [2] | 4 | 3.2 | 7.9 | 4.4 |
Total unrealized gains (losses) on interest rate swaps, net of tax | 3.8 | 0.6 | 8.2 | (19.8) | |
Foreign currency translation adjustment, net of tax | [3] | (0.1) | (0.4) | (0.2) | |
Unrealized gains (losses) on investments in unconsolidated affiliates | [4] | 1.5 | (1.5) | (1.6) | (1.7) |
Other comprehensive earnings (loss) | 5.2 | (0.9) | 6.2 | (21.7) | |
Comprehensive earnings | 37.4 | 38.2 | 83.9 | 67.5 | |
Net losses attributable to redeemable noncontrolling interests | 7.5 | 16.1 | 0 | ||
Comprehensive earnings attributable to Black Knight | $ 44.9 | $ 38.2 | $ 100 | $ 67.5 | |
Net earnings per share attributable to Black Knight common shareholders: | |||||
Basic | $ 0.26 | $ 0.26 | $ 0.60 | $ 0.60 | |
Diluted | $ 0.25 | $ 0.26 | $ 0.60 | $ 0.60 | |
Weighted average shares of common stock outstanding (see Note 5): | |||||
Basic | 155.4 | 149.2 | 155.5 | 148.6 | |
Diluted | 155.7 | 150 | 155.8 | 149.3 | |
[1] | Net of income tax benefit of $0.1 million and income tax expense of $0.1 million for the three and six months ended June 30, 2021, respectively, and income tax benefit of $0.9 million and $8.2 million for the three and six months ended June 30, 2020, respectively. | ||||
[2] | Amounts reclassified to net earnings relate to losses on interest rate swaps and are included in Interest expense, net above. Amounts are net of income tax benefit of $1.4 million and $2.7 million for the three and six months ended June 30, 2021, respectively, and $1.1 million and $1.5 million for the three and six months ended June 30, 2020, respectively . | ||||
[3] | Net of income tax benefit of less than $0.1 million for the three and six months ended June 30, 2021 and $0.1 million for the six months ended June 30, 2020 . | ||||
[4] | Net of income tax expense of $0.5 million and income tax benefit of $0.5 million for the three and six months ended June 30, 2021, respectively, and income tax benefit of $0.5 million and $0.6 million for the three and six months ended June 30, 2020, respectively . |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Earnings Consolidated Statements of Operations and Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Derivatives qualifying as hedges, tax expense (benefit) | $ (0.1) | $ (0.9) | $ 0.1 | $ (8.2) |
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) | (1.4) | (1.1) | (2.7) | (1.5) |
Foreign currency translation adjustment, tax | (0.1) | (0.1) | (0.1) | |
Unrealized gains (losses) on investments in unconsolidated affiliates, tax | $ 0.5 | $ (0.5) | $ (0.5) | $ (0.6) |
Consolidated and Combined State
Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Common stockCumulative Effect, Period of Adoption, Adjusted Balance | Common stock | Additional paid-in capitalCumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | Retained earningsCumulative Effect, Period of Adoption, Adjustment | Retained earningsCumulative Effect, Period of Adoption, Adjusted Balance | Retained earnings | Accumulated other comprehensive lossCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated other comprehensive loss | Treasury stockCumulative Effect, Period of Adoption, Adjusted Balance | Treasury stock | Redeemable noncontrolling interests | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Total | |
Beginning balance at Dec. 31, 2019 | $ 1,586.8 | $ 1,586.8 | $ (1.1) | $ 489.5 | $ 490.6 | $ (20.2) | $ (20.2) | $ (158.7) | $ (158.7) | $ (1.1) | $ 1,897.4 | $ 1,898.5 | ||||
Beginning balance (shares) at Dec. 31, 2019 | 153.1 | 153.1 | 3.4 | 3.4 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs (in shares) | 7.1 | |||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs | 484.2 | 484.2 | ||||||||||||||
Grant of restricted shares of common stock | (24.6) | $ 24.6 | ||||||||||||||
Grant of restricted shares of common stock (in shares) | (0.5) | |||||||||||||||
Forfeitures of restricted shares of common stock | 0.3 | $ (0.3) | ||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | 0.1 | ||||||||||||||
Tax withholding payments for restricted share vesting | (19.7) | (19.7) | ||||||||||||||
Vesting of restricted shares granted from treasury stock | 8.7 | $ (8.7) | ||||||||||||||
Equity based compensation expense | 20.2 | 20.2 | ||||||||||||||
Net earnings (losses) | 89.2 | 89.2 | ||||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 3.6 | 3.6 | ||||||||||||||
Foreign currency translation adjustment | (0.2) | (0.2) | [1] | |||||||||||||
Unrealized gains losses on interest rate swaps, net | (19.8) | (19.8) | ||||||||||||||
Other comprehensive unrealized gains loss on investments in unconsolidated affiliates | (1.7) | (1.7) | [2] | |||||||||||||
Ending balance at Jun. 30, 2020 | 2,055.9 | 582.3 | (41.9) | $ (143.1) | 2,453.2 | |||||||||||
Ending balance (shares) at Jun. 30, 2020 | 160.1 | 3 | ||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 1,586.8 | 1,586.8 | $ (1.1) | $ 489.5 | 490.6 | $ (20.2) | (20.2) | $ (158.7) | $ (158.7) | $ (1.1) | $ 1,897.4 | 1,898.5 | ||||
Beginning balance (shares) at Dec. 31, 2019 | 153.1 | 153.1 | 3.4 | 3.4 | ||||||||||||
Ending balance at Dec. 31, 2020 | 2,053.7 | 757.4 | (38.8) | $ (144.6) | $ 578 | 2,627.7 | ||||||||||
Ending balance (shares) at Dec. 31, 2020 | 160.1 | 3.1 | ||||||||||||||
Beginning balance at Mar. 31, 2020 | 1,562.7 | 540 | (41) | $ (142.1) | 1,919.6 | |||||||||||
Beginning balance (shares) at Mar. 31, 2020 | 153 | 3 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs (in shares) | 7.1 | |||||||||||||||
Issuance of common stock, net of underwriters' discount and issuance costs | 484.2 | 484.2 | ||||||||||||||
Grant of restricted shares of common stock | (0.1) | $ 0.1 | ||||||||||||||
Forfeitures of restricted shares of common stock | 0.1 | (0.1) | ||||||||||||||
Tax withholding payments for restricted share vesting | (1.5) | (1.5) | ||||||||||||||
Vesting of restricted shares granted from treasury stock | 1 | (1) | ||||||||||||||
Equity based compensation expense | 9.5 | 9.5 | ||||||||||||||
Net earnings (losses) | 39.1 | 39.1 | ||||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 3.2 | 3.2 | ||||||||||||||
Unrealized gains losses on interest rate swaps, net | 0.6 | 0.6 | ||||||||||||||
Other comprehensive unrealized gains loss on investments in unconsolidated affiliates | (1.5) | (1.5) | [2] | |||||||||||||
Ending balance at Jun. 30, 2020 | 2,055.9 | 582.3 | (41.9) | $ (143.1) | 2,453.2 | |||||||||||
Ending balance (shares) at Jun. 30, 2020 | 160.1 | 3 | ||||||||||||||
Beginning balance at Dec. 31, 2020 | 2,053.7 | 757.4 | (38.8) | $ (144.6) | 578 | 2,627.7 | ||||||||||
Beginning balance (shares) at Dec. 31, 2020 | 160.1 | 3.1 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Fair value adjustment to redeemable noncontrolling interests | (16.1) | 16.1 | (16.1) | |||||||||||||
Grant of restricted shares of common stock | (26.6) | $ 26.6 | ||||||||||||||
Grant of restricted shares of common stock (in shares) | (0.5) | |||||||||||||||
Forfeitures of restricted shares of common stock | 0.5 | $ (0.5) | ||||||||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | |||||||||||||||
Tax withholding payments for restricted share vesting | (24.4) | $ (24.4) | ||||||||||||||
Vesting of restricted shares granted from treasury stock | 11.4 | $ (11.4) | ||||||||||||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.2 | |||||||||||||||
Purchases of treasury stock (share) | 0.6 | 0.6 | ||||||||||||||
Purchases of treasury stock | $ (46.7) | $ (46.7) | ||||||||||||||
Equity based compensation expense | 22.5 | 22.5 | ||||||||||||||
Net earnings (losses) | 93.8 | (16.1) | 93.8 | |||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 1.2 | 1.2 | ||||||||||||||
Foreign currency translation adjustment | (0.4) | (0.4) | [1] | |||||||||||||
Unrealized gains losses on interest rate swaps, net | 8.2 | 8.2 | ||||||||||||||
Other comprehensive unrealized gains loss on investments in unconsolidated affiliates | (1.6) | (1.6) | [2] | |||||||||||||
Ending balance at Jun. 30, 2021 | 2,021 | 852.4 | (32.6) | $ (176.6) | 578 | 2,664.2 | ||||||||||
Ending balance (shares) at Jun. 30, 2021 | 160 | 3.4 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | 2,017 | 812 | (37.8) | $ (176.5) | 578 | 2,614.7 | ||||||||||
Beginning balance (shares) at Mar. 31, 2021 | 160 | 3.4 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Fair value adjustment to redeemable noncontrolling interests | (7.5) | 7.5 | (7.5) | |||||||||||||
Grant of restricted shares of common stock | (1.3) | $ 1.3 | ||||||||||||||
Forfeitures of restricted shares of common stock | 0.4 | (0.4) | ||||||||||||||
Tax withholding payments for restricted share vesting | (1.7) | $ (1.7) | ||||||||||||||
Vesting of restricted shares granted from treasury stock | 1 | (1) | ||||||||||||||
Purchases of treasury stock (share) | 0 | |||||||||||||||
Equity based compensation expense | 13.1 | $ 13.1 | ||||||||||||||
Net earnings (losses) | 39.7 | (7.5) | 39.7 | |||||||||||||
Equity-based compensation expense of unconsolidated affiliates | 0.7 | 0.7 | ||||||||||||||
Foreign currency translation adjustment | (0.1) | (0.1) | [1] | |||||||||||||
Unrealized gains losses on interest rate swaps, net | 3.8 | 3.8 | ||||||||||||||
Other comprehensive unrealized gains loss on investments in unconsolidated affiliates | 1.5 | 1.5 | [2] | |||||||||||||
Ending balance at Jun. 30, 2021 | $ 2,021 | $ 852.4 | $ (32.6) | $ (176.6) | $ 578 | $ 2,664.2 | ||||||||||
Ending balance (shares) at Jun. 30, 2021 | 160 | 3.4 | ||||||||||||||
[1] | Net of income tax benefit of less than $0.1 million for the three and six months ended June 30, 2021 and $0.1 million for the six months ended June 30, 2020 . | |||||||||||||||
[2] | Net of income tax expense of $0.5 million and income tax benefit of $0.5 million for the three and six months ended June 30, 2021, respectively, and income tax benefit of $0.5 million and $0.6 million for the three and six months ended June 30, 2020, respectively . |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net earnings | $ 77.7 | $ 89.2 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 178.2 | 116.3 |
Amortization of debt issuance costs and original issue discount | 2 | 1.4 |
Loss on extinguishment of debt | 2.5 | |
Deferred income taxes, net | (3.9) | 0.9 |
Equity in (earnings) losses of unconsolidated affiliates, net of tax | (1.4) | 20.4 |
Equity-based compensation | 22.5 | 20.2 |
Changes in assets and liabilities, net of acquired assets and liabilities: | ||
Trade receivables, including receivables from related parties | (10.7) | 4.9 |
Prepaid expenses and other assets | (36.8) | (13.9) |
Deferred contract costs | (24.1) | (26) |
Deferred revenues | 6.4 | (10.2) |
Trade accounts payable and other liabilities | (13.2) | (7.9) |
Net cash provided by operating activities | 199.2 | 195.3 |
Cash flows from investing activities: | ||
Additions to property and equipment | (11.5) | (12.6) |
Additions to computer software | (45.4) | (38.2) |
Business acquisitions, net of cash acquired | (48.3) | (50.4) |
Asset acquisitions | (10) | (15) |
Other investing activities | (1.2) | 8.4 |
Net cash used in investing activities | (116.4) | (107.8) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock, before offering expenses | 0 | 484.6 |
Costs directly associated with issuance of common stock | 0 | (0.4) |
Revolver borrowings | 260.3 | 266.6 |
Revolver payments | (210) | (576.6) |
Term loan borrowings | 1.6 | |
Term loan payments | 0 | (23.4) |
Purchases of treasury stock | (46.7) | |
Tax withholding payments for restricted share vesting | (24.4) | (19.7) |
Finance lease payments | (2) | (5.8) |
Debt issuance costs paid | (7.6) | |
Net cash (used in) provided by financing activities | (28.8) | 125.3 |
Net increase in cash and cash equivalents | 54 | 212.8 |
Cash and cash equivalents, beginning of period | 34.7 | 15.4 |
Cash and cash equivalents, end of period | $ 88.7 | $ 228.2 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Cash Flows Consolidated and Combined Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental cash flow information: | ||
Interest paid, net | $ (40) | $ (26.1) |
Income taxes paid, net | $ (42.7) | $ (5.4) |
Basis of Presentation and Overv
Basis of Presentation and Overview | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (1) Basis of Presentation and Overview The accompanying Condensed Consolidated Financial Statements (Unaudited) of Black Knight, Inc. (“BKI”) and its subsidiaries (" Black Knight," the "Company," "we," "us" or "our" The preparation of these Condensed Consolidated Financial Statements (Unaudited) in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements (Unaudited), as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission ("SEC") on February 26, 2021 and other filings with the SEC. Description of Business We are a leading provider of integrated software, data and analytics solutions to the mortgage and consumer loan, real estate and capital markets verticals. Our solutions facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. We are committed to being a premier business partner that clients rely on to achieve their strategic goals, realize greater success and better serve their customers by delivering best-in-class software, services and insights with a relentless commitment to excellence, innovation, integrity and leadership. Principles of Consolidation The Condensed Consolidated Financial Statements (Unaudited) include the accounts of BKI, its wholly-owned subsidiaries and non-wholly owned subsidiaries in which we have a controlling financial interest either through voting rights or means other than voting rights. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Balance Sheets (Unaudited) as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight. We consolidate variable interest entities (“VIEs”) if we are considered the primary beneficiary because we have (a) the power to direct matters that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Optimal Blue Holdco, LLC (“Optimal Blue Holdco”), a non-wholly owned subsidiary, is considered a VIE. We are the primary beneficiary of Optimal Blue Holdco through our controlling interest and our rights established in the Second Amended and Restated Limited Liability Company Agreement of Optimal Blue Holdco dated November 24, 2020 (the “OB Holdco LLC Agreement”). As such, we control Optimal Blue Holdco and its subsidiaries and consolidate its financial position and results of operations. As of June 30, 2021 and December 31, 2020, we own 60% of Optimal Blue Holdco. Redeemable noncontrolling interests represent the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). As these redeemable noncontrolling interests provide for redemption features not solely within our control, they are presented outside of shareholders' equity. Reporting Segments We conduct our operations through two reporting segments: (1) Software Solutions and (2) Data and Analytics. See further discussion in Note 14 — Segment Information Reclassification Certain reclassifications have been made to the prior year amounts to conform to the classifications used in 2021. Certain receivables previously included in Trade and other receivables, including receivables from related parties on our Condensed Consolidated Statements of Cash Flows (Unaudited) are now included in Prepaid expenses and other assets. We also reclassed certain deferred compensation plan assets and liabilities between Prepaid expenses and other assets and Trade accounts payable and other liabilities on our Condensed Consolidated Statements of Cash Flows (Unaudited). |
Condensed Consolidated Financia
Condensed Consolidated Financial Statement Details | 6 Months Ended |
Jun. 30, 2021 | |
Condensed Consolidated Financial Statement Details | |
Condensed Consolidated Financial Statement Details | (2) Cash and Cash Equivalents Cash and cash equivalents are unrestricted and include the following (in millions): June 30, 2021 December 31, 2020 Cash $ 16.5 $ 27.1 Cash equivalents 72.2 7.6 Cash and cash equivalents $ 88.7 $ 34.7 Trade Receivables, Net A summary of Trade receivables, net of allowance for credit losses is as follows (in millions): June 30, 2021 December 31, 2020 Trade receivables — billed $ 137.5 $ 136.4 Trade receivables — unbilled 48.4 47.9 Trade receivables 185.9 184.3 Allowance for credit losses (2.3) (2.1) Trade receivables, net $ 183.6 $ 182.2 In addition to the amounts above, we have unbilled receivables that we do not expect to collect within the next year included in Other non-current assets in our Condensed Consolidated Balance Sheets (Unaudited). Billings for these receivables are based on contractual terms. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in millions): June 30, 2021 December 31, 2020 Prepaid expenses $ 40.1 $ 39.7 Contract assets, net 22.0 20.9 Income tax receivables 14.4 2.1 Other current assets 9.8 7.7 Prepaid expenses and other current assets $ 86.3 $ 70.4 Other Non-Current Assets Other non-current assets consist of the following (in millions): June 30, 2021 December 31, 2020 Contract assets, net $ 61.9 $ 56.5 Property records database 60.5 60.5 Right-of-use assets (1) 34.8 41.1 Deferred compensation plan related assets 24.0 19.5 Contract credits 23.2 5.0 Prepaid expenses 5.6 4.9 Other 3.2 5.8 Other non-current assets $ 213.2 $ 193.3 (1) Includes non-cash additions for right-of-use assets obtained in exchange for lease liabilities of $0.1 million and $4.5 million for the six months ended June 30, 2021 and 2020, respectively. Trade Accounts Payable and Other Accrued Liabilities Trade accounts payable and other accrued liabilities consist of the following (in millions): June 30, 2021 December 31, 2020 Accrued interest $ 12.2 $ 12.8 Lease liabilities, current 9.9 13.5 Trade accounts payable 9.1 8.9 Other taxes payable and accrued 8.6 10.7 Accrued client liabilities 3.3 6.4 Income taxes payable 1.4 13.6 Other 29.3 22.2 Trade accounts payable and accrued liabilities $ 73.8 $ 88.1 Deferred Revenues During the three months ended June 30, 2021 and 2020, revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $12.1 million and $12.7 million, respectively, and $29.8 million and $28.3 million, respectively, during the six months ended June 30, 2021 and 2020. Depreciation and Amortization Depreciation and amortization includes the following (in millions): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Computer software $ 32.7 $ 26.4 $ 63.3 $ 52.2 Other intangible assets 39.1 13.4 77.9 26.4 Deferred contract costs 8.6 8.7 16.8 17.6 Property and equipment 10.0 10.1 20.2 20.1 Total $ 90.4 $ 58.6 $ 178.2 $ 116.3 |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | (3) 2021 Acquisitions On March 16, 2021, we completed the acquisition of the technology assets and business of NexSpring Financial, LLC (“NexSpring”), which is reported within our Software Solutions segment, and is expected to broaden our ability to serve mortgage brokers. On May 17, 2021, we completed the acquisition of 100% of the equity interests in eMBS, Inc. (“eMBS”), a leading data and analytics aggregator for residential mortgage-backed securities, which is reported within our Data & Analytics segment, and is expected to solidify and further expand our market leadership in solutions and data for agency-backed securities. On July 7, 2021, we completed the acquisition of 100% of the equity interests in TOMN Holdings, Inc. and its subsidiaries (“Top of Mind”), the developer of Surefire SM SM ® 2020 Optimal Blue Acquisition On September 15, 2020, we completed the acquisition of 100% of the equity interests in Optimal Blue and certain affiliates, a leading provider of secondary market solutions and actionable data services, funded with cash on hand, debt financing and investments from co-investors Cannae and THL. Optimal Blue is reported within our Software Solutions segment because it enhances our robust set of software solutions and includes additional product, pricing and eligibility capabilities. The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed (in millions): 2021 2020 Top of Mind (2) Others (3) Optimal Blue (4) Cash paid $ 258.8 $ 48.5 $ 1,828.3 Contingent consideration (1) — 4.4 — Less: cash acquired (4.7) (0.2) (29.3) Total consideration, net $ 254.1 $ 52.7 $ 1,799.0 Trade receivables $ 2.0 $ 0.4 $ 11.3 Computer software 28.8 6.1 79.7 Other intangible assets 69.0 10.2 610.8 Goodwill 178.6 36.1 1,206.1 Other current and non-current assets 2.3 1.1 13.3 Total assets acquired 280.7 53.9 1,921.2 Deferred income taxes 18.5 — 101.4 Current and other non-current liabilities 8.1 1.2 20.8 Total liabilities assumed 26.6 1.2 122.2 Net assets acquired $ 254.1 $ 52.7 $ 1,799.0 (1) The estimated contingent consideration is to be paid in cash based on NexSpring revenues recognized over the three-year period subsequent to the acquisition. Refer to Note 9 – Fair Value Measurement for additional information. (2) On July 7, 2021, we acquired Top of Mind. As such, these amounts are not recorded in our Condensed Consolidated Financial Statements (Unaudited) as of June 30, 2021. The fair value of all acquired assets and assumed liabilities is preliminary and subject to adjustments as we complete our valuation process. (3) Includes the NexSpring and eMBS acquisitions. These estimates are preliminary and subject to adjustments as we complete our valuation process with respect to Computer software, Other intangible assets, including client relationship assets, and contingent consideration. (4) During the three months ended June 30, 2021, we recorded a measurement period adjustment of $0.1 million for certain pre-acquisition tax liabilities. The fair value of Goodwill and certain assumed liabilities, including estimated liabilities for pre-acquisition tax exposure, is preliminary and subject to adjustments as we complete our valuation process. The preliminary amounts assigned to intangible assets by type for our acquisitions of NexSpring and eMBS are summarized in the table below: Weighted average Gross estimated life carrying value (in years) Computer software $ 6.1 5 Other intangible assets: Client relationships 9.4 10 Trade names 0.2 3 Non-compete agreements 0.6 3 Other intangible assets 10.2 Total gross carrying value $ 16.3 |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | (4) Investments in Unconsolidated Affiliates Dun & Bradstreet Holdings, Inc. (“DNB”) is a global leader in commercial data and analytics that provides various services helping companies improve their operational performance. On July 6, 2020, DNB, previously a wholly-owned subsidiary of Star Parent, L.P., a Delaware limited partnership (“Star Parent”), closed its initial public offering (the “DNB IPO”) and concurrent private placement (the “DNB Private Placement”). In connection with the DNB IPO and DNB Private Placement, our limited partner interests in Star Parent were exchanged for 54.8 million shares of DNB common stock, which represented ownership of 13.0% of DNB. We hold less than 20% of the outstanding common equity of DNB, but we continue to account for our investment under the equity method because we continue to have significant influence over DNB primarily through a combination of our investment, an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the initial public offering of DNB and our shared Chief Executive Officer. On January 8, 2021, DNB completed its acquisition of Bisnode Business Information Group AB (the “Bisnode acquisition”). In connection with the Bisnode acquisition, DNB issued 6.2 million shares of common stock, which resulted in a decrease in our ownership interest in DNB to 12.8%. As of June 30, 2021, we have invested an aggregate of $492.6 million in DNB. As of June 30, 2021, DNB’s closing share price was $21.37 and the fair value of our investment in DNB was $1,172.1 million before tax. Summarized consolidated financial information for DNB (Successor) and Star Parent (Predecessor) is presented below (in millions): June 30, 2021 December 31, 2020 Current assets $ 624.2 $ 874.4 Non-current assets 9,236.2 8,345.9 Total assets $ 9,860.4 $ 9,220.3 Current liabilities, including short-term debt $ 972.9 $ 828.1 Non-current liabilities 5,238.9 4,808.3 Total liabilities 6,211.8 5,636.4 Total equity 3,648.6 3,583.9 Total liabilities and shareholders' equity $ 9,860.4 $ 9,220.3 Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Revenues $ 520.9 $ 418.7 $ 1,025.4 $ 814.4 Loss before provision for income taxes and equity in net income of affiliates (8.5) (203.0) (42.2) (203.6) Net loss (50.8) (174.7) (74.1) (100.4) Net loss attributable to DNB (Successor)/Star Parent (Predecessor) (51.7) (208.0) (76.7) (166.1) Effective January 1, 2021, DNB eliminated the one-month reporting lag for its subsidiaries outside North America and aligned the year-end for all of its subsidiaries to December 31. DNB applied this change in their accounting policy retrospectively. The effect of this change in accounting policy did not have a material impact to our results of operations or financial condition and was included in our current period accounting for our investment in DNB. The summarized consolidated financial information above was derived from DNB’s most recently available unaudited consolidated financial information and includes the effect of their change in accounting policy. Equity in (losses) earnings of unconsolidated affiliates, net of tax consists of the following (in millions): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Equity in losses of unconsolidated affiliates, net of tax $ (5.0) $ (31.0) $ (8.5) $ (25.4) Non-cash gain related to DNB's issuance of common stock, net of tax — — 9.9 — Sale of an equity method investment, net of tax — 5.0 — 5.0 Equity in (losses) earnings of unconsolidated affiliates, net of tax $ (5.0) $ (26.0) $ 1.4 $ (20.4) |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (5) Diluted net earnings per share includes the effect of unvested restricted stock awards and restricted stock unit awards (“RSUs”). For the three and six months ended June 30, 2021, the outstanding Optimal Blue Holdco profits interests units (“OB PIUs”) were excluded from the diluted earnings per share calculations because the effect of their inclusion was antidilutive. The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share amounts): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Basic: Net earnings attributable to Black Knight $ 39.7 $ 39.1 $ 93.8 $ 89.2 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 155.4 149.2 155.5 148.6 Basic net earnings per share $ 0.26 $ 0.26 $ 0.60 $ 0.60 Diluted: Net earnings attributable to Black Knight $ 39.7 $ 39.1 $ 93.8 $ 89.2 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 155.4 149.2 155.5 148.6 Dilutive effect of unvested restricted shares of common stock 0.3 0.8 0.3 0.7 Weighted average shares of common stock, diluted 155.7 150.0 155.8 149.3 Diluted net earnings per share $ 0.25 $ 0.26 $ 0.60 $ 0.60 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (6) We believe the amounts earned from or charged by us under each of the following arrangements are fair and reasonable. The amounts we earned or that were charged under these arrangements were not negotiated at arm's length and may not represent the terms that we might have obtained from an unrelated third party. DNB DNB is considered to be a related party primarily due to the combination of our investment in DNB and our shared Chief Executive Officer. Refer to Note 4 — Investments in Unconsolidated Affiliates During the three months ended June 30, 2021, we entered into a five-year agreement with DNB to provide them with certain products and data over the term of the agreement, as well as professional services, for an aggregate fee of approximately $34 million over the term of the agreement. We also entered into an agreement with DNB for access to certain of their data assets for an aggregate fee of approximately $24 million over the term of the agreement. In addition, we will jointly market certain solutions and data. As of June 30, 2021, we had a related party receivable of $10.5 million due from DNB and deferred revenues of $10.4 million from DNB on our Condensed Consolidated Balance Sheets (Unaudited). This agreement had no effect on our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and six months ending June 30, 2021. Trasimene Trasimene Capital Management, LLC ("Trasimene") was considered a related party because the former Chairman of our Board of Directors (the “Board”) owns a controlling interest in Trasimene. As of June 16, 2021, our former Chairman retired from the Board and Trasimene is no longer considered a related party. During the periods April 1, 2021 through June 16, 2021 and January 1, 2021 through June 16, 2021 we recognized $0.2 million and $0.5 million, respectively, in fees with Trasimene related to acquisitions, which are included in Transition and integration costs in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | (7) Goodwill consists of the following (in millions): Software Data and Solutions Analytics Total Balance, December 31, 2020 $ 3,415.8 $ 197.6 $ 3,613.4 NexSpring acquisition (Note 3) 18.2 — 18.2 eMBS acquisition (Note 3) — 17.9 17.9 Optimal Blue acquisition (Note 3) 0.1 — 0.1 Balance, June 30, 2021 $ 3,434.1 $ 215.5 $ 3,649.6 The increase in Goodwill related to our NexSpring and eMBS acquisitions is deductible for tax purposes. The change in Goodwill related to a measurement period adjustment for Optimal Blue for certain pre-acquisition tax liabilities. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (8) Long-Term Debt Long-term debt consists of the following (in millions): June 30, 2021 December 31, 2020 Term A Loan $ 1,150.0 $ 1,148.4 Revolving Credit Facility 98.0 47.7 Senior Notes 1,000.0 1,000.0 Other 9.0 17.6 Total long-term debt principal 2,257.0 2,213.7 Less: current portion of long-term debt (19.0) (73.0) Long-term debt before debt issuance costs and discount 2,238.0 2,140.7 Less: debt issuance costs and discount (21.7) (18.8) Long-term debt, net of current portion $ 2,216.3 $ 2,121.9 As of June 30, 2021, principal maturities, including payments related to our finance leases, are as follows (in millions): 2021 $ 1.6 2022 31.9 2023 33.0 2024 57.5 2025 57.5 Thereafter 2,075.5 Total $ 2,257.0 Credit Agreement On April 30, 2018, our indirect subsidiary BKIS entered into an amended and restated credit and guaranty agreement (the “2018 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The 2018 Credit Agreement provided for (i) a $1,250.0 million term loan A facility and (ii) a $750.0 million revolving credit facility. Debt Refinancing On March 10, 2021, BKIS entered into a second amended and restated credit and guaranty agreement (the “2021 Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto The 2021 Credit Agreement provides for (i) a $1,150.0 million term loan A facility (the “Term A Loan”) and (ii) a $1,000.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term A Loan, collectively, the “Facilities”), the proceeds of which were used to repay in full the indebtedness outstanding under the 2018 Credit Agreement and to pay related fees and expenses. The Facilities b ear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 50 basis points depending on the total net leverage ratio of Black Knight Financial Services, LLC (“BKFS”), a Delaware limited liability company and the direct parent company of BKIS, and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) and (ii) the Eurodollar rate plus a margin of between 125 and 150 basis points depending on the Consolidated Leverage Ratio. In addition, BKIS will pay an unused commitment fee of between 15 and 20 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. The above unused commitment fee and margins are consistent with the 2018 Credit Agreement. As of June 30, 2021, the interest rate for the Facilities was based on the Eurodollar rate plus a margin of 150 basis points and was approximately 1.6%. As of June 30, 2021, we had $902.0 million capacity on the Revolving Credit Facility and the unused commitment fee was 20 basis points. The Facilities are guaranteed by all of BKIS’s wholly-owned domestic restricted subsidiaries and BKFS, and are secured by associated collateral agreements that pledge a lien on the majority of BKIS’s assets and the assets of the guarantors, in each case, subject to customary exceptions. The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage Commencing on March 31, 2022 through and including December 31, 2023 0.625 % Commencing on March 31, 2024 through and including December 31, 2025 1.250 % The remaining principal balance of the Term A Loan and any outstanding loans under the Revolving Credit Facility are due upon maturity on March 10, 2026. As a result of the refinancing, we recognized $2.5 million of expense during the six months ended June 30, 2021 in Other expense, net on the Condensed Consolidated Statement of Earnings and Comprehensive Earnings (Unaudited). Senior Notes On August 26, 2020, BKIS completed the issuance and sale of $1.0 billion aggregate principal amount of 3.625% senior unsecured notes due 2028 (the "Senior Notes"). The Senior Notes have a coupon rate of 3.625% and mature on September 1, 2028. Interest is paid semi-annually in arrears on September 1 and March 1 of each year, and commenced on March 1, 2021. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the same guarantors that guarantee our credit agreement (collectively, the “Guarantors”). The Senior Notes are effectively subordinated to any obligations that are secured, including obligations under our credit agreement, to the extent of the value of the assets securing those obligations. The Senior Notes are structurally subordinated to all liabilities of BKIS’ subsidiaries that do not guarantee the Senior Notes. Other Debt On April 1, 2018, we entered into a financing agreement for $32.9 million, with a stated interest rate of 0% and an imputed interest rate of 3.4%, primarily related to certain data processing and maintenance services. On December 31, 2019, we entered into an amendment to the financing agreement for an additional $16.3 million, with a stated interest rate of 0% and an imputed interest rate of 3.3%. Under the terms of the amendment, quarterly payments are due beginning January 2, 2020 through January 2, 2023. As of June 30, 2021 and December 31, 2020, $2.3 million and $9.5 million, respectively, are included in Current portion of debt and $4.0 million and $6.4 million, respectively, are included in Long-term debt, net of current portion in our Condensed Consolidated Balance Sheets (Unaudited). Finance Leases On December 31, 2019, we entered into one-year finance lease agreements, with a stated interest rate of 0%, an imputed interest rate of 3.3% and bargain purchase options for certain computer equipment. On March 31, 2021, we entered into one-year finance lease agreements, with a stated interest rate of 0%, an imputed interest rate of 1.6% and bargain purchase options for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis. The finance lease liabilities of $2.4 million and $1.2 million as of June 30, 2021 and December 31, 2020, respectively, are included in Current portion of debt on our Condensed Consolidated Balance Sheets (Unaudited). For the six months ended June 30, 2021 and 2020, non-cash investing and financing activity was $2.5 million and $8.4 million, respectively, related to the unpaid portion of our finance lease agreements. Fair Value of Long-Term Debt The fair values of our Facilities and Senior Notes are based upon established market prices for the securities using Level 2 inputs. The fair value of our Facilities approximates their carrying value at June 30, 2021. The fair value of our Senior Notes at June 30, 2021 was $997.5 million compared to its carrying value of $988.9 million, net of original issue discount and debt issuance costs. Interest Rate Swaps We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2021, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Effective dates Notional amount Fixed rates March 31, 2017 through March 31, 2022 $ 200.0 2.08 % September 29, 2017 through September 30, 2021 $ 200.0 1.69 % April 30, 2018 through April 30, 2023 $ 250.0 2.61 % January 31, 2019 through January 31, 2023 $ 300.0 2.65 % Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR (approximately 0.10% as of June 30, 2021). We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive loss is reclassified into Interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt. The fair value of our Swap Agreements is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements. It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. We believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the swaps such that the occurrence of future cash flow hedges remains probable. The estimated fair values of our Swap Agreements are as follows (in millions): Balance sheet accounts June 30, 2021 December 31, 2020 Other current liabilities $ 3.8 $ 2.4 Other non-current liabilities $ 22.9 $ 35.2 A cumulative loss of $26.7 million ($19.9 million net of tax) and cumulative loss of $37.6 million ($28.1 million net of tax) is reflected in Accumulated other comprehensive loss as of June 30, 2021 and December 31, 2020, respectively. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (loss) earnings ("OCE") on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions): Three months ended June 30, 2021 2020 Amount of loss Amount of loss Amount of loss reclassified from Amount of loss reclassified from recognized Accumulated OCE recognized Accumulated OCE in OCE into Net earnings in OCE into Net earnings Swap agreements $ (0.2) $ 4.0 $ (2.6) $ 3.2 Six months ended June 30, 2021 2020 Amount of loss Amount of loss Amount of gain reclassified from Amount of loss reclassified from recognized Accumulated OCE recognized Accumulated OCE in OCE into Net earnings in OCE into Net earnings Swap agreements $ 0.3 $ 7.9 $ (24.2) $ 4.4 Approximately $17.7 million ($13.2 million net of tax) of the balance in Accumulated other comprehensive loss as of June 30, 2021 is expected to be reclassified into Interest expense, net over the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (9) Fair Value of Financial Assets and Liabilities Fair value represents the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial assets and liabilities are determined using the following fair value hierarchy: ● Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. ● Level 2 inputs to the valuation methodology include: o quoted prices for similar assets or liabilities in active markets; o quoted prices for identical or similar assets or liabilities in inactive markets; o inputs other than quoted prices that are observable for the asset or liability; and o inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): June 30, 2021 December 31, 2020 Carrying Fair value Carrying Fair value amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 88.7 $ 88.7 $ — $ — $ 34.7 $ 34.7 $ — $ — Liabilities: Interest rate swaps (Note 8) 26.7 — 26.7 — 37.6 — 37.6 — Contingent consideration (Note 3) 7.7 — — 7.7 3.1 — — 3.1 Redeemable noncontrolling interests 578.0 — — 578.0 578.0 — — 578.0 The fair value of contingent consideration was primarily determined based on significant estimates and assumptions, including Level 3 inputs. The estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting the rate inherent in the future cash flows. The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2020 $ 581.1 Contingent consideration adjustments related to prior year acquisition 0.1 Contingent consideration increase related to current year acquisition 4.5 Ending balance, June 30, 2021 $ 585.7 As of June 30, 2021, the fair value of redeemable noncontrolling interests approximates its carrying amount due to the close proximity to the reporting date of the contributions received from Cannae and THL for their share of equity interests in Optimal Blue Holdco. Refer to Note 1 — Basis of Presentation and Overview Business Acquisitions |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (10) Our effective tax rate for the three months ended June 30, 2021 and 2020 was 22.0% and 20.9%, respectively, and 17.1% and 18.8% for the six months ended June 30, 2021 and 2020, respectively. Our effective tax rate for the three and six months ended June 30, 2021 and 2020 differs from our statutory rate primarily due to the effect of excess tax benefits related to the vesting of restricted shares of our common stock and research and experimentation tax credits. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (11) Legal and Regulatory Matters In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. PennyMac Litigation On November 5, 2019, Black Knight Servicing Technologies, LLC (“BKST”), an indirect, wholly-owned subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial (the “Black Knight Complaint”) against PennyMac Loan Services, LLC (“PennyMac”) in the Circuit Court for the Fourth Judicial Circuit in and for Duval County, Florida. The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP ® ® ® On October 21, 2020, PennyMac submitted a dispute regarding a Black Knight Origination Technologies, LLC LendingSpace ® ® ® ® Shortly after the filing of the Black Knight Complaint, on November 6, 2019, PennyMac filed an Antitrust Complaint (the “PennyMac Complaint”) against Black Knight in the United States District Court for the Central District of California. The PennyMac Complaint included causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law. The PennyMac Complaint sought equitable remedies, damages and other monetary relief, including treble and punitive damages. Generally, PennyMac alleged that Black Knight relies on various anticompetitive, unfair, and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market. Black Knight moved to dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST. On February 13, 2020, the judge granted Black Knight's motion to transfer the case to Florida and denied as moot the motion to dismiss. On April 17, 2020, PennyMac filed a notice of dismissal of this action without prejudice and indicated that they intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third party claims and/or counterclaims in arbitration. On April 23, 2020, the court entered an order dismissing the action without prejudice and directing that the clerk close the case. On April 28, 2020, PennyMac submitted this matter to the AAA for arbitration. On May 27, 2020, Black Knight filed its answering statement with the AAA. The arbitrator was confirmed by the AAA on July 21, 2020. The arbitrator set Black Knight's trade secret case for a 10-day final hearing beginning on October 24, 2022, and set PennyMac's antitrust case for a 5-day final hearing beginning on November 14, 2022. On June 26, 2020, Black Knight filed a complaint against PennyMac in the United States District Court for the Middle District of Florida seeking a declaratory judgment that PennyMac waived its right to arbitrate federal antitrust and related state law claims against Black Knight because PennyMac previously filed and litigated those claims in a court of law (the “BKI Declaratory Action”). The parties filed cross- motions for summary judgment and on March 22, 2021, the Court denied BKI’s motion for summary judgment and granted PennyMac’s motion as to the waiver issue, finding that PennyMac has not waived its right to arbitrate the claims raised in the Black Knight Complaint. As these cases continue to evolve, it is not possible to reasonably estimate the probability that we will ultimately prevail on our lawsuit or be held liable for the violations alleged in the PennyMac Complaint, nor is it possible to reasonably estimate the ultimate gain or loss, if any, or range of gain or loss that could result from these cases. Indemnifications and Warranties We often agree to indemnify our clients against damages and costs resulting from claims of patent, copyright, trademark infringement or breaches of confidentiality associated with use of our software through software licensing agreements. Historically, we have not made any payments under such indemnifications, but continue to monitor the conditions that are subject to the indemnifications to identify whether a loss has occurred that is both probable and estimable that would require recognition. In addition, we warrant to clients that our software operates substantially in accordance with the software specifications. Historically, no costs have been incurred related to software warranties and none are expected in the future, and as such, no accruals for warranty costs have been made. Indemnification Agreement We are party to a cross-indemnity agreement dated December 22, 2014 with ServiceLink Holdings, LLC ("ServiceLink"). Pursuant to this agreement, ServiceLink indemnifies us from liabilities relating to, arising out of or resulting from the conduct of ServiceLink’s business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of Lender Processing Services, Inc. and the cause of such action, suit or proceeding relates to the business of ServiceLink. In return, we indemnify ServiceLink for liabilities relating to, arising out of, or resulting from the conduct of our business. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | (12) Disaggregation of Revenues The following tables summarize revenues from contracts with clients (in millions): Three months ended June 30, 2021 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 187.4 $ 82.6 $ 270.0 $ 9.3 $ — $ 279.3 Professional services 20.4 12.4 32.8 0.1 — 32.9 Data solutions — 0.5 0.5 45.9 — 46.4 Other — 2.1 2.1 0.6 — 2.7 Revenues $ 207.8 $ 97.6 $ 305.4 $ 55.9 $ — $ 361.3 Three months ended June 30, 2020 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 166.5 $ 44.6 $ 211.1 $ 8.5 $ — $ 219.6 Professional services 17.8 13.0 30.8 0.2 (0.2) (1) 30.8 Data solutions — — — 38.9 — 38.9 Other — 3.2 3.2 0.6 — 3.8 Revenues $ 184.3 $ 60.8 $ 245.1 $ 48.2 $ (0.2) $ 293.1 Six months ended June 30, 2021 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 371.5 $ 160.4 $ 531.9 $ 18.0 $ — $ 549.9 Professional services 39.0 24.2 63.2 0.3 — 63.5 Data solutions — 1.7 1.7 90.3 — 92.0 Other — 4.4 4.4 1.2 — 5.6 Revenues $ 410.5 $ 190.7 $ 601.2 $ 109.8 $ — $ 711.0 Six months ended June 30, 2020 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 343.5 $ 80.9 $ 424.4 $ 16.9 $ — $ 441.3 Professional services 36.5 22.5 59.0 0.5 (0.3) (1) 59.2 Data solutions — — — 75.7 — 75.7 Other — 6.4 6.4 1.2 — 7.6 Revenues $ 380.0 $ 109.8 $ 489.8 $ 94.3 $ (0.3) $ 583.8 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. Our Software Solutions segment offers leading software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. These solutions primarily consist of processing and workflow management software applications. Our servicing software solutions primarily include our core servicing software solution that automates loan servicing, including loan setup and ongoing processing, customer service, accounting, reporting to the secondary mortgage market and investors and web-based workflow information systems. Our origination software solutions primarily include our solutions that automate and facilitate the origination of mortgage loans, offer product, pricing and eligibility capabilities, and provide an interconnected network allowing the various parties and systems associated with lending transactions to exchange data quickly and efficiently. Professional services consists of pre-implementation and post-implementation support and services and are primarily billed on a time and materials basis. Professional services may also include dedicated teams provided as part of agreements with software and hosting solutions clients. Our Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, behavioral models, a multiple listing service software solution and other data solutions. Transaction Price Allocated to Future Performance Obligation Our disclosure of transaction price allocated to future performance obligations excludes the following: ● Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable allocation criteria; ● Performance obligations that are part of a contract with an original expected duration of one year or less; and ● Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation. As of June 30, 2021, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.4 billion and is expected to be recognized as follows: 13% by December 31, 2021 2022 2024 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | (13) Share Repurchase Program On February 12, 2020, our Board of Directors approved a three-year share repurchase program authorizing us to repurchase up to 10.0 million shares of our outstanding common stock through February 12, 2023, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. There were no share repurchases during the three months ended June 30, 2021. A summary of share repurchases under our share repurchase program during the six months ended June 30, 2021 is as follows (in millions, except per share amounts): Shares remaining under repurchase Total number of shares repurchased Aggregate purchase price Average price paid per share authorization as of June 30, 2021 0.6 $46.7 $ 75.19 9.4 Omnibus Incentive Plan A summary of restricted shares and RSUs granted in 2021 is as follows: Number of shares Grant date fair Vesting period Date granted value per share (in years) Vesting criteria March 10, 2021 (1) 518,219 $ 76.00 3.0 Service and Performance June 2021 34,447 74.56 - 76.51 1 - 2.7 Service (1) This award is subject to an independent performance target for each of three consecutive 12-month measurement periods. Vesting of each tranche is independent of the satisfaction of the annual performance target for other tranches. Activity related to restricted stock and RSUs in 2021 is as follows: Weighted average grant date Shares fair value Balance, December 31, 2020 1,549,098 $ 57.86 Granted 552,666 $ 75.94 Forfeited (10,560) $ 68.67 Vested (872,411) $ 52.42 Balance, June 30, 2021 1,218,793 $ 69.86 Equity-based compensation expense related to our restricted shares and RSUs was $10.9 million and $9.5 million for the three months ended June 30, 2021 and 2020, respectively, and $18.1 million and $20.2 million for the six months ended June 30, 2021 and 2020, respectively. Equity-based compensation includes accelerated recognition of $2.9 million for the three and six months ended June 30, 2021 and $0.2 million for the six months ended June 30, 2020. These expenses are included in Operating expenses in the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). As of June 30, 2021, total unrecognized compensation cost was $59.7 million and is expected to be recognized over a weighted average period of approximately 2.2 years. Profits Interests Units The OB PIUs vest over three years, with cliff vesting after the third year. Holders of the OB PIUs have an option to put their profit interests to us if no public offering has been consummated as of the date that is 60 days prior to the fourth and each subsequent anniversary of the acquisition date of Optimal Blue. The units may be settled in cash or Black Knight common stock or a combination of both at our election and will be settled at the current fair value at the time we receive notice of the put election. As the OB PIUs provide for redemption features not solely within our control, we classify the redemption value outside of permanent equity in redeemable noncontrolling interests. The redemption value is equal to the difference in the per unit fair value of the underlying member units and the hurdle amount, based upon the proportionate required service period rendered to date. Equity-based compensation expense related to the OB PIUs was $2.2 million and $4.4 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, the total unrecognized compensation cost related to non-vested OB PIUs is $21.6 million, which is expected to be recognized over a weighted average period of approximately 2.4 years. |
Segments Information
Segments Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | (14) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting Revenues Separate discrete financial information is available for these two segments, and the operating results of each segment are regularly evaluated by the CODM in order to assess performance and allocate resources. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. EBITDA is earnings before Interest expense, net, Income tax expense and Depreciation and amortization. It also excludes Equity in earnings (losses) of unconsolidated affiliates. We do not allocate Interest expense, net, Other expense, net, Income tax expense, equity-based compensation and certain other items, such as purchase accounting adjustments and acquisition-related costs to the segments, since these items are not considered in evaluating the segments’ overall operating performance. Segment asset information is not included below because we do not use it to evaluate performance or allocate resources. Summarized financial information concerning our segments is shown in the tables below (in millions): Three months ended June 30, 2021 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 305.4 $ 55.9 $ — (1) $ 361.3 Expenses: Operating expenses 130.6 35.1 31.3 (2) 197.0 Transition and integration costs — — 4.3 (3) 4.3 EBITDA 174.8 20.8 (35.6) 160.0 Depreciation and amortization 33.2 3.7 53.5 (4) 90.4 Operating income (loss) 141.6 17.1 (89.1) 69.6 Interest expense, net (20.9) Other expense, net (1.0) Earnings before income taxes and equity in losses of unconsolidated affiliates 47.7 Income tax expense 10.5 Earnings before equity in losses of unconsolidated affiliates 37.2 Equity in losses of unconsolidated affiliates, net of tax (5.0) Net earnings 32.2 Net losses attributable to redeemable noncontrolling interests 7.5 Net earnings attributable to Black Knight $ 39.7 Three months ended June 30, 2020 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 245.1 $ 48.2 $ (0.2) (1) $ 293.1 Expenses: Operating expenses 98.9 32.1 24.5 (2) 155.5 Transition and integration costs — — 2.5 (3) 2.5 EBITDA 146.2 16.1 (27.2) 135.1 Depreciation and amortization 30.2 3.8 24.6 (4) 58.6 Operating income (loss) 116.0 12.3 (51.8) 76.5 Interest expense, net (13.0) Other income, net 18.8 Earnings before income taxes and equity in losses of unconsolidated affiliates 82.3 Income tax expense 17.2 Earnings before equity in losses of unconsolidated affiliates 65.1 Equity in losses of unconsolidated affiliates, net of tax (26.0) Net earnings $ 39.1 Six months ended June 30, 2021 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 601.2 $ 109.8 $ — (1) $ 711.0 Expenses: Operating expenses 255.5 69.3 58.4 (2) 383.2 Transition and integration costs — — 12.2 (3) 12.2 EBITDA 345.7 40.5 (70.6) 315.6 Depreciation and amortization 64.4 7.5 106.3 (4) 178.2 Operating income (loss) 281.3 33.0 (176.9) 137.4 Interest expense, net (41.2) Other expense, net (4.2) Earnings before income taxes and equity in earnings of unconsolidated affiliates 92.0 Income tax expense 15.7 Earnings before equity in earnings of unconsolidated affiliates 76.3 Equity in earnings of unconsolidated affiliates, net of tax 1.4 Net earnings 77.7 Net losses attributable to redeemable noncontrolling interests 16.1 Net earnings attributable to Black Knight $ 93.8 Six months ended June 30, 2020 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 489.8 $ 94.3 $ (0.3) (1) $ 583.8 Expenses: Operating expenses 204.2 63.6 50.1 (2) 317.9 Transition and integration costs — — 4.9 (3) 4.9 EBITDA 285.6 30.7 (55.3) 261.0 Depreciation and amortization 60.5 7.8 48.0 (4) 116.3 Operating income (loss) 225.1 22.9 (103.3) 144.7 Interest expense, net (27.7) Other income, net 18.0 Earnings before income taxes and equity in losses of unconsolidated affiliates 135.0 Income tax expense 25.4 Earnings before equity in losses of unconsolidated affiliates 109.6 Equity in losses of unconsolidated affiliates, net of tax (20.4) Net earnings $ 89.2 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $13.2 million and $9.5 million for the three months ended June 30, 2021 and 2020, respectively, and $23.7 million and $21.2 million for the six months ended June 30, 2021 and 2020, respectively. (3) Transition and integration costs primarily consists of costs associated with acquisitions. (4) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. |
Basis of Presentation and Ove_2
Basis of Presentation and Overview (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying Condensed Consolidated Financial Statements (Unaudited) of Black Knight, Inc. (“BKI”) and its subsidiaries (" Black Knight," the "Company," "we," "us" or "our" |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements (Unaudited) include the accounts of BKI, its wholly-owned subsidiaries and non-wholly owned subsidiaries in which we have a controlling financial interest either through voting rights or means other than voting rights. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Balance Sheets (Unaudited) as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight. We consolidate variable interest entities (“VIEs”) if we are considered the primary beneficiary because we have (a) the power to direct matters that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Optimal Blue Holdco, LLC (“Optimal Blue Holdco”), a non-wholly owned subsidiary, is considered a VIE. We are the primary beneficiary of Optimal Blue Holdco through our controlling interest and our rights established in the Second Amended and Restated Limited Liability Company Agreement of Optimal Blue Holdco dated November 24, 2020 (the “OB Holdco LLC Agreement”). As such, we control Optimal Blue Holdco and its subsidiaries and consolidate its financial position and results of operations. As of June 30, 2021 and December 31, 2020, we own 60% of Optimal Blue Holdco. Redeemable noncontrolling interests represent the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). As these redeemable noncontrolling interests provide for redemption features not solely within our control, they are presented outside of shareholders' equity. |
Reporting Segments | Reporting Segments We conduct our operations through two reporting segments: (1) Software Solutions and (2) Data and Analytics. See further discussion in Note 14 — Segment Information |
Reclassification | Reclassification Certain reclassifications have been made to the prior year amounts to conform to the classifications used in 2021. Certain receivables previously included in Trade and other receivables, including receivables from related parties on our Condensed Consolidated Statements of Cash Flows (Unaudited) are now included in Prepaid expenses and other assets. We also reclassed certain deferred compensation plan assets and liabilities between Prepaid expenses and other assets and Trade accounts payable and other liabilities on our Condensed Consolidated Statements of Cash Flows (Unaudited). |
Condensed Consolidated Financ_2
Condensed Consolidated Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents are unrestricted and include the following (in millions): June 30, 2021 December 31, 2020 Cash $ 16.5 $ 27.1 Cash equivalents 72.2 7.6 Cash and cash equivalents $ 88.7 $ 34.7 |
Schedule of Trade Receivables, Net | A summary of Trade receivables, net of allowance for credit losses is as follows (in millions): June 30, 2021 December 31, 2020 Trade receivables — billed $ 137.5 $ 136.4 Trade receivables — unbilled 48.4 47.9 Trade receivables 185.9 184.3 Allowance for credit losses (2.3) (2.1) Trade receivables, net $ 183.6 $ 182.2 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in millions): June 30, 2021 December 31, 2020 Prepaid expenses $ 40.1 $ 39.7 Contract assets, net 22.0 20.9 Income tax receivables 14.4 2.1 Other current assets 9.8 7.7 Prepaid expenses and other current assets $ 86.3 $ 70.4 |
Other Non-Current Assets | Other non-current assets consist of the following (in millions): June 30, 2021 December 31, 2020 Contract assets, net $ 61.9 $ 56.5 Property records database 60.5 60.5 Right-of-use assets (1) 34.8 41.1 Deferred compensation plan related assets 24.0 19.5 Contract credits 23.2 5.0 Prepaid expenses 5.6 4.9 Other 3.2 5.8 Other non-current assets $ 213.2 $ 193.3 (1) Includes non-cash additions for right-of-use assets obtained in exchange for lease liabilities of $0.1 million and $4.5 million for the six months ended June 30, 2021 and 2020, respectively. |
Trade Accounts Payable and Other Accrued Liabilities | Trade accounts payable and other accrued liabilities consist of the following (in millions): June 30, 2021 December 31, 2020 Accrued interest $ 12.2 $ 12.8 Lease liabilities, current 9.9 13.5 Trade accounts payable 9.1 8.9 Other taxes payable and accrued 8.6 10.7 Accrued client liabilities 3.3 6.4 Income taxes payable 1.4 13.6 Other 29.3 22.2 Trade accounts payable and accrued liabilities $ 73.8 $ 88.1 |
Schedule of Depreciation and Amortization | Depreciation and amortization includes the following (in millions): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Computer software $ 32.7 $ 26.4 $ 63.3 $ 52.2 Other intangible assets 39.1 13.4 77.9 26.4 Deferred contract costs 8.6 8.7 16.8 17.6 Property and equipment 10.0 10.1 20.2 20.1 Total $ 90.4 $ 58.6 $ 178.2 $ 116.3 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of amounts recognized for assets acquired and liabilities assumed | The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed (in millions): 2021 2020 Top of Mind (2) Others (3) Optimal Blue (4) Cash paid $ 258.8 $ 48.5 $ 1,828.3 Contingent consideration (1) — 4.4 — Less: cash acquired (4.7) (0.2) (29.3) Total consideration, net $ 254.1 $ 52.7 $ 1,799.0 Trade receivables $ 2.0 $ 0.4 $ 11.3 Computer software 28.8 6.1 79.7 Other intangible assets 69.0 10.2 610.8 Goodwill 178.6 36.1 1,206.1 Other current and non-current assets 2.3 1.1 13.3 Total assets acquired 280.7 53.9 1,921.2 Deferred income taxes 18.5 — 101.4 Current and other non-current liabilities 8.1 1.2 20.8 Total liabilities assumed 26.6 1.2 122.2 Net assets acquired $ 254.1 $ 52.7 $ 1,799.0 (1) The estimated contingent consideration is to be paid in cash based on NexSpring revenues recognized over the three-year period subsequent to the acquisition. Refer to Note 9 – Fair Value Measurement for additional information. (2) On July 7, 2021, we acquired Top of Mind. As such, these amounts are not recorded in our Condensed Consolidated Financial Statements (Unaudited) as of June 30, 2021. The fair value of all acquired assets and assumed liabilities is preliminary and subject to adjustments as we complete our valuation process. (3) Includes the NexSpring and eMBS acquisitions. These estimates are preliminary and subject to adjustments as we complete our valuation process with respect to Computer software, Other intangible assets, including client relationship assets, and contingent consideration. (4) During the three months ended June 30, 2021, we recorded a measurement period adjustment of $0.1 million for certain pre-acquisition tax liabilities. The fair value of Goodwill and certain assumed liabilities, including estimated liabilities for pre-acquisition tax exposure, is preliminary and subject to adjustments as we complete our valuation process. |
Schedule of preliminary amounts assigned to intangible assets | The preliminary amounts assigned to intangible assets by type for our acquisitions of NexSpring and eMBS are summarized in the table below: Weighted average Gross estimated life carrying value (in years) Computer software $ 6.1 5 Other intangible assets: Client relationships 9.4 10 Trade names 0.2 3 Non-compete agreements 0.6 3 Other intangible assets 10.2 Total gross carrying value $ 16.3 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated VIEs | Summarized consolidated financial information for DNB (Successor) and Star Parent (Predecessor) is presented below (in millions): June 30, 2021 December 31, 2020 Current assets $ 624.2 $ 874.4 Non-current assets 9,236.2 8,345.9 Total assets $ 9,860.4 $ 9,220.3 Current liabilities, including short-term debt $ 972.9 $ 828.1 Non-current liabilities 5,238.9 4,808.3 Total liabilities 6,211.8 5,636.4 Total equity 3,648.6 3,583.9 Total liabilities and shareholders' equity $ 9,860.4 $ 9,220.3 Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Revenues $ 520.9 $ 418.7 $ 1,025.4 $ 814.4 Loss before provision for income taxes and equity in net income of affiliates (8.5) (203.0) (42.2) (203.6) Net loss (50.8) (174.7) (74.1) (100.4) Net loss attributable to DNB (Successor)/Star Parent (Predecessor) (51.7) (208.0) (76.7) (166.1) |
Equity in (losses) earnings of unconsolidated affiliates | Equity in (losses) earnings of unconsolidated affiliates, net of tax consists of the following (in millions): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Equity in losses of unconsolidated affiliates, net of tax $ (5.0) $ (31.0) $ (8.5) $ (25.4) Non-cash gain related to DNB's issuance of common stock, net of tax — — 9.9 — Sale of an equity method investment, net of tax — 5.0 — 5.0 Equity in (losses) earnings of unconsolidated affiliates, net of tax $ (5.0) $ (26.0) $ 1.4 $ (20.4) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | diluted earnings per share calculations because the effect of their inclusion was antidilutive. The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share amounts): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Basic: Net earnings attributable to Black Knight $ 39.7 $ 39.1 $ 93.8 $ 89.2 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 155.4 149.2 155.5 148.6 Basic net earnings per share $ 0.26 $ 0.26 $ 0.60 $ 0.60 Diluted: Net earnings attributable to Black Knight $ 39.7 $ 39.1 $ 93.8 $ 89.2 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 155.4 149.2 155.5 148.6 Dilutive effect of unvested restricted shares of common stock 0.3 0.8 0.3 0.7 Weighted average shares of common stock, diluted 155.7 150.0 155.8 149.3 Diluted net earnings per share $ 0.25 $ 0.26 $ 0.60 $ 0.60 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in millions): Software Data and Solutions Analytics Total Balance, December 31, 2020 $ 3,415.8 $ 197.6 $ 3,613.4 NexSpring acquisition (Note 3) 18.2 — 18.2 eMBS acquisition (Note 3) — 17.9 17.9 Optimal Blue acquisition (Note 3) 0.1 — 0.1 Balance, June 30, 2021 $ 3,434.1 $ 215.5 $ 3,649.6 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in millions): June 30, 2021 December 31, 2020 Term A Loan $ 1,150.0 $ 1,148.4 Revolving Credit Facility 98.0 47.7 Senior Notes 1,000.0 1,000.0 Other 9.0 17.6 Total long-term debt principal 2,257.0 2,213.7 Less: current portion of long-term debt (19.0) (73.0) Long-term debt before debt issuance costs and discount 2,238.0 2,140.7 Less: debt issuance costs and discount (21.7) (18.8) Long-term debt, net of current portion $ 2,216.3 $ 2,121.9 The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage Commencing on March 31, 2022 through and including December 31, 2023 0.625 % Commencing on March 31, 2024 through and including December 31, 2025 1.250 % |
Schedule of Maturities of Long-term Debt | As of June 30, 2021, principal maturities, including payments related to our finance leases, are as follows (in millions): 2021 $ 1.6 2022 31.9 2023 33.0 2024 57.5 2025 57.5 Thereafter 2,075.5 Total $ 2,257.0 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2021, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Effective dates Notional amount Fixed rates March 31, 2017 through March 31, 2022 $ 200.0 2.08 % September 29, 2017 through September 30, 2021 $ 200.0 1.69 % April 30, 2018 through April 30, 2023 $ 250.0 2.61 % January 31, 2019 through January 31, 2023 $ 300.0 2.65 % The estimated fair values of our Swap Agreements are as follows (in millions): Balance sheet accounts June 30, 2021 December 31, 2020 Other current liabilities $ 3.8 $ 2.4 Other non-current liabilities $ 22.9 $ 35.2 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | Three months ended June 30, 2021 2020 Amount of loss Amount of loss Amount of loss reclassified from Amount of loss reclassified from recognized Accumulated OCE recognized Accumulated OCE in OCE into Net earnings in OCE into Net earnings Swap agreements $ (0.2) $ 4.0 $ (2.6) $ 3.2 Six months ended June 30, 2021 2020 Amount of loss Amount of loss Amount of gain reclassified from Amount of loss reclassified from recognized Accumulated OCE recognized Accumulated OCE in OCE into Net earnings in OCE into Net earnings Swap agreements $ 0.3 $ 7.9 $ (24.2) $ 4.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): June 30, 2021 December 31, 2020 Carrying Fair value Carrying Fair value amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 88.7 $ 88.7 $ — $ — $ 34.7 $ 34.7 $ — $ — Liabilities: Interest rate swaps (Note 8) 26.7 — 26.7 — 37.6 — 37.6 — Contingent consideration (Note 3) 7.7 — — 7.7 3.1 — — 3.1 Redeemable noncontrolling interests 578.0 — — 578.0 578.0 — — 578.0 |
Change in Fair Value of Contingent Consideration | The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2020 $ 581.1 Contingent consideration adjustments related to prior year acquisition 0.1 Contingent consideration increase related to current year acquisition 4.5 Ending balance, June 30, 2021 $ 585.7 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize revenues from contracts with clients (in millions): Three months ended June 30, 2021 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 187.4 $ 82.6 $ 270.0 $ 9.3 $ — $ 279.3 Professional services 20.4 12.4 32.8 0.1 — 32.9 Data solutions — 0.5 0.5 45.9 — 46.4 Other — 2.1 2.1 0.6 — 2.7 Revenues $ 207.8 $ 97.6 $ 305.4 $ 55.9 $ — $ 361.3 Three months ended June 30, 2020 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 166.5 $ 44.6 $ 211.1 $ 8.5 $ — $ 219.6 Professional services 17.8 13.0 30.8 0.2 (0.2) (1) 30.8 Data solutions — — — 38.9 — 38.9 Other — 3.2 3.2 0.6 — 3.8 Revenues $ 184.3 $ 60.8 $ 245.1 $ 48.2 $ (0.2) $ 293.1 Six months ended June 30, 2021 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 371.5 $ 160.4 $ 531.9 $ 18.0 $ — $ 549.9 Professional services 39.0 24.2 63.2 0.3 — 63.5 Data solutions — 1.7 1.7 90.3 — 92.0 Other — 4.4 4.4 1.2 — 5.6 Revenues $ 410.5 $ 190.7 $ 601.2 $ 109.8 $ — $ 711.0 Six months ended June 30, 2020 Servicing Origination Software Data and Corporate Software Software Solutions Analytics and Other Total Software and hosting solutions $ 343.5 $ 80.9 $ 424.4 $ 16.9 $ — $ 441.3 Professional services 36.5 22.5 59.0 0.5 (0.3) (1) 59.2 Data solutions — — — 75.7 — 75.7 Other — 6.4 6.4 1.2 — 7.6 Revenues $ 380.0 $ 109.8 $ 489.8 $ 94.3 $ (0.3) $ 583.8 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Class of Treasury Stock | Shares remaining under repurchase Total number of shares repurchased Aggregate purchase price Average price paid per share authorization as of June 30, 2021 0.6 $46.7 $ 75.19 9.4 |
Schedule of Restricted Stock Activity | A summary of restricted shares and RSUs granted in 2021 is as follows: Number of shares Grant date fair Vesting period Date granted value per share (in years) Vesting criteria March 10, 2021 (1) 518,219 $ 76.00 3.0 Service and Performance June 2021 34,447 74.56 - 76.51 1 - 2.7 Service (1) This award is subject to an independent performance target for each of three consecutive 12-month measurement periods. Vesting of each tranche is independent of the satisfaction of the annual performance target for other tranches. Activity related to restricted stock and RSUs in 2021 is as follows: Weighted average grant date Shares fair value Balance, December 31, 2020 1,549,098 $ 57.86 Granted 552,666 $ 75.94 Forfeited (10,560) $ 68.67 Vested (872,411) $ 52.42 Balance, June 30, 2021 1,218,793 $ 69.86 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Segment Financial Information | Summarized financial information concerning our segments is shown in the tables below (in millions): Three months ended June 30, 2021 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 305.4 $ 55.9 $ — (1) $ 361.3 Expenses: Operating expenses 130.6 35.1 31.3 (2) 197.0 Transition and integration costs — — 4.3 (3) 4.3 EBITDA 174.8 20.8 (35.6) 160.0 Depreciation and amortization 33.2 3.7 53.5 (4) 90.4 Operating income (loss) 141.6 17.1 (89.1) 69.6 Interest expense, net (20.9) Other expense, net (1.0) Earnings before income taxes and equity in losses of unconsolidated affiliates 47.7 Income tax expense 10.5 Earnings before equity in losses of unconsolidated affiliates 37.2 Equity in losses of unconsolidated affiliates, net of tax (5.0) Net earnings 32.2 Net losses attributable to redeemable noncontrolling interests 7.5 Net earnings attributable to Black Knight $ 39.7 Three months ended June 30, 2020 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 245.1 $ 48.2 $ (0.2) (1) $ 293.1 Expenses: Operating expenses 98.9 32.1 24.5 (2) 155.5 Transition and integration costs — — 2.5 (3) 2.5 EBITDA 146.2 16.1 (27.2) 135.1 Depreciation and amortization 30.2 3.8 24.6 (4) 58.6 Operating income (loss) 116.0 12.3 (51.8) 76.5 Interest expense, net (13.0) Other income, net 18.8 Earnings before income taxes and equity in losses of unconsolidated affiliates 82.3 Income tax expense 17.2 Earnings before equity in losses of unconsolidated affiliates 65.1 Equity in losses of unconsolidated affiliates, net of tax (26.0) Net earnings $ 39.1 Six months ended June 30, 2021 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 601.2 $ 109.8 $ — (1) $ 711.0 Expenses: Operating expenses 255.5 69.3 58.4 (2) 383.2 Transition and integration costs — — 12.2 (3) 12.2 EBITDA 345.7 40.5 (70.6) 315.6 Depreciation and amortization 64.4 7.5 106.3 (4) 178.2 Operating income (loss) 281.3 33.0 (176.9) 137.4 Interest expense, net (41.2) Other expense, net (4.2) Earnings before income taxes and equity in earnings of unconsolidated affiliates 92.0 Income tax expense 15.7 Earnings before equity in earnings of unconsolidated affiliates 76.3 Equity in earnings of unconsolidated affiliates, net of tax 1.4 Net earnings 77.7 Net losses attributable to redeemable noncontrolling interests 16.1 Net earnings attributable to Black Knight $ 93.8 Six months ended June 30, 2020 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 489.8 $ 94.3 $ (0.3) (1) $ 583.8 Expenses: Operating expenses 204.2 63.6 50.1 (2) 317.9 Transition and integration costs — — 4.9 (3) 4.9 EBITDA 285.6 30.7 (55.3) 261.0 Depreciation and amortization 60.5 7.8 48.0 (4) 116.3 Operating income (loss) 225.1 22.9 (103.3) 144.7 Interest expense, net (27.7) Other income, net 18.0 Earnings before income taxes and equity in losses of unconsolidated affiliates 135.0 Income tax expense 25.4 Earnings before equity in losses of unconsolidated affiliates 109.6 Equity in losses of unconsolidated affiliates, net of tax (20.4) Net earnings $ 89.2 (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. (2) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $13.2 million and $9.5 million for the three months ended June 30, 2021 and 2020, respectively, and $23.7 million and $21.2 million for the six months ended June 30, 2021 and 2020, respectively. (3) Transition and integration costs primarily consists of costs associated with acquisitions. (4) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. |
Basis of Presentation and Ove_3
Basis of Presentation and Overview (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
Basis of Presentation and Ove_4
Basis of Presentation and Overview - Redeemable Noncontrolling Interests (Details) - Optimal Blue Holdco, LLC | Jun. 30, 2021 | Dec. 31, 2020 |
Noncontrolling Interest [Line Items] | ||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 60.00% | 60.00% |
Cannae Holdings, LLC and Thomas H. Lee Partners, LP | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 40.00% | 40.00% |
Condensed Consolidated Financ_3
Condensed Consolidated Financial Statement Details - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash | $ 16.5 | $ 27.1 |
Cash equivalents | 72.2 | 7.6 |
Cash and cash equivalents | $ 88.7 | $ 34.7 |
Condensed Consolidated Financ_4
Condensed Consolidated Financial Statement Details - Trade Receivables, Net (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 185.9 | $ 184.3 |
Allowance for credit losses | (2.3) | (2.1) |
Trade receivables, net | 183.6 | 182.2 |
Trade receivables - billed | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | 137.5 | 136.4 |
Trade receivables - unbilled | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 48.4 | $ 47.9 |
Condensed Consolidated Financ_5
Condensed Consolidated Financial Statement Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Prepaid expenses | $ 40.1 | $ 39.7 |
Contract assets, net | 22 | 20.9 |
Income tax receivable | 14.4 | 2.1 |
Other assets current | 9.8 | 7.7 |
Prepaid expenses and other current assets | $ 86.3 | $ 70.4 |
Condensed Consolidated Financ_6
Condensed Consolidated Financial Statement Details - Other Non-Current Assets (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Property records database | $ 60.5 | $ 60.5 |
Contract assets, net | 61.9 | 56.5 |
Right-of-use assets | 34.8 | 41.1 |
Contract Credits | 23.2 | 5 |
Deferred compensation plan related assets | 24 | 19.5 |
Prepaid expenses | 5.6 | 4.9 |
Other | 3.2 | 5.8 |
Other non-current assets | 213.2 | 193.3 |
Right-of-use assets obtained in exchange for lease liabilities | $ 0.1 | $ 4.5 |
Condensed Consolidated Financ_7
Condensed Consolidated Financial Statement Details - Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accrued interest | $ 12.2 | $ 12.8 |
Lease liabilities, current | 9.9 | 13.5 |
Trade accounts payable | 9.1 | 8.9 |
Other taxes payable and accrued | 8.6 | 10.7 |
Accrued client liabilities | 3.3 | 6.4 |
Income taxes payable | 1.4 | 13.6 |
Other | 29.3 | 22.2 |
Trade accounts payable and accrued liabilities | $ 73.8 | $ 88.1 |
Condensed Consolidated Financ_8
Condensed Consolidated Financial Statement Details - Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Deferred revenue, amount recognized | $ 12.1 | $ 12.7 | $ 29.8 | $ 28.3 |
Condensed Consolidated Financ_9
Condensed Consolidated Financial Statement Details - Depreciation and Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Depreciation and amortization | $ 90.4 | $ 58.6 | $ 178.2 | $ 116.3 |
Deferred contract costs | 8.6 | 8.7 | 16.8 | 17.6 |
Computer software | ||||
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Depreciation and amortization | 32.7 | 26.4 | 63.3 | 52.2 |
Other intangible assets | ||||
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Depreciation and amortization | 39.1 | 13.4 | 77.9 | 26.4 |
Property and equipment | ||||
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Depreciation and amortization | $ 10 | $ 10.1 | $ 20.2 | $ 20.1 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 30, 2021 | Jul. 07, 2021 | May 17, 2021 | Sep. 15, 2020 | |
eMBS | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired (percent) | 100.00% | |||
Top of Mind | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired (percent) | 100.00% | |||
Optimal Blue Holdco, LLC | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired (percent) | 100.00% | |||
Measurement period adjustment reduction | $ 0.1 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Consideration and Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jul. 07, 2021 | Sep. 15, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,649.6 | $ 3,613.4 | ||
Top of Mind | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 258.8 | |||
Less: cash acquired | (4.7) | |||
Total consideration, net | 254.1 | |||
Trade receivables | 2 | |||
Computer software | 28.8 | |||
Other intangible assets | 69 | |||
Goodwill | 178.6 | |||
Other current and non-current assets | 2.3 | |||
Total assets acquired | 280.7 | |||
Deferred income taxes | 18.5 | |||
Current and other non-current liabilities | 8.1 | |||
Total liabilities assumed | 26.6 | |||
Net assets acquired | $ 254.1 | |||
NexSpring and eMBS | ||||
Business Acquisition [Line Items] | ||||
Cash paid | 48.5 | |||
Contingent consideration | 4.4 | |||
Less: cash acquired | (0.2) | |||
Total consideration, net | 52.7 | |||
Trade receivables | 0.4 | |||
Computer software | 6.1 | |||
Other intangible assets | 10.2 | |||
Goodwill | 36.1 | |||
Other current and non-current assets | 1.1 | |||
Total assets acquired | 53.9 | |||
Current and other non-current liabilities | 1.2 | |||
Total liabilities assumed | 1.2 | |||
Net assets acquired | $ 52.7 | |||
Optimal Blue Holdco, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 1,828.3 | |||
Less: cash acquired | (29.3) | |||
Total consideration, net | 1,799 | |||
Trade receivables | 11.3 | |||
Computer software | 79.7 | |||
Other intangible assets | 610.8 | |||
Goodwill | 1,206.1 | |||
Other current and non-current assets | 13.3 | |||
Total assets acquired | 1,921.2 | |||
Deferred income taxes | 101.4 | |||
Current and other non-current liabilities | 20.8 | |||
Total liabilities assumed | 122.2 | |||
Net assets acquired | $ 1,799 |
Business Acquisitions - Prelimi
Business Acquisitions - Preliminary amounts (Details) - NexSpring and eMBS $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Computer software | $ 6.1 |
Other intangible assets | 10.2 |
Total gross carrying value | $ 16.3 |
Computer software | |
Business Acquisition [Line Items] | |
Weighted average amortization period | 5 years |
Client relationships | |
Business Acquisition [Line Items] | |
Other intangible assets | $ 9.4 |
Weighted average amortization period | 10 years |
Trade names | |
Business Acquisition [Line Items] | |
Other intangible assets | $ 0.2 |
Weighted average amortization period | 3 years |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Other intangible assets | $ 0.6 |
Weighted average amortization period | 3 years |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jan. 08, 2021 | Jul. 06, 2020 | Jun. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Investment amount | $ 492.6 | ||
D&B Investment | |||
Schedule of Equity Method Investments [Line Items] | |||
Issuance of common stock (in shares) | 54.8 | ||
Ownership interest (percent) | 13.00% | 20.00% | |
Share price (in USD per share) | $ 21.37 | ||
Fair value of investment | $ 1,172.1 | ||
D&B Investment | Bisnode Business Information Group AB | |||
Schedule of Equity Method Investments [Line Items] | |||
Issuance of common stock (in shares) | 6.2 | ||
Ownership interest (percent) | 12.80% |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliates - Summarized Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | ||||||||
Current assets | $ 369.1 | $ 369.1 | $ 287.3 | |||||
Total assets | 6,165.9 | 6,165.9 | 6,090.5 | |||||
Current liabilities, including short-term debt | 252.5 | 252.5 | 291.3 | |||||
Total liabilities | 2,923.7 | 2,923.7 | 2,884.8 | |||||
Total shareholders' equity | 2,664.2 | $ 2,453.2 | 2,664.2 | $ 2,453.2 | $ 2,614.7 | 2,627.7 | $ 1,919.6 | $ 1,898.5 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | 6,165.9 | 6,165.9 | 6,090.5 | |||||
Revenues | 361.3 | 293.1 | 711 | 583.8 | ||||
Loss before provision for income taxes and equity in net income of affiliates | 47.7 | 82.3 | 92 | 135 | ||||
Net loss | 32.2 | 39.1 | 77.7 | 89.2 | ||||
Net earnings attributable to Black Knight | 39.7 | 39.1 | 93.8 | 89.2 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Current assets | 624.2 | 624.2 | 874.4 | |||||
Non-current assets | 9,236.2 | 9,236.2 | 8,345.9 | |||||
Total assets | 9,860.4 | 9,860.4 | 9,220.3 | |||||
Current liabilities, including short-term debt | 972.9 | 972.9 | 828.1 | |||||
Non-current liabilities | 5,238.9 | 5,238.9 | 4,808.3 | |||||
Total liabilities | 6,211.8 | 6,211.8 | 5,636.4 | |||||
Total shareholders' equity | 3,648.6 | 3,648.6 | 3,583.9 | |||||
Total liabilities, redeemable noncontrolling interests and shareholders' equity | 9,860.4 | 9,860.4 | $ 9,220.3 | |||||
Revenues | 520.9 | 418.7 | 1,025.4 | 814.4 | ||||
Loss before provision for income taxes and equity in net income of affiliates | (8.5) | (203) | (42.2) | (203.6) | ||||
Net loss | (50.8) | (174.7) | (74.1) | (100.4) | ||||
Net earnings attributable to Black Knight | $ (51.7) | $ (208) | $ (76.7) | $ (166.1) |
Investments in Unconsolidated_5
Investments in Unconsolidated Affiliates - (Losses) Earnings of Unconsolidated Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity in (losses) earnings of unconsolidated affiliates, net of tax | $ (5) | $ (26) | $ 1.4 | $ (20.4) |
D&B Investment | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in (losses) earnings of unconsolidated affiliates, net of tax | (5) | (26) | 1.4 | (20.4) |
Non-cash gain related to DNB's issuance of common stock, net of tax | 9.9 | |||
Sale of an equity method investment, net of tax | 5 | 5 | ||
D&B Investment | Prior to change in accounting policy | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in (losses) earnings of unconsolidated affiliates, net of tax | $ (5) | $ (31) | $ (8.5) | $ (25.4) |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Basic: | ||||
Net earnings attributable to Black Knight | $ 39.7 | $ 39.1 | $ 93.8 | $ 89.2 |
Shares used for basic net earnings per share: | ||||
Weighted average shares of common stock outstanding | 155.4 | 149.2 | 155.5 | 148.6 |
Basic net earnings per share (in dollars per share) | $ 0.26 | $ 0.26 | $ 0.60 | $ 0.60 |
Shares used for diluted net earnings per share: | ||||
Weighted average shares of common stock outstanding | 155.4 | 149.2 | 155.5 | 148.6 |
Dilutive effect of unvested restricted shares of common stock | 0.3 | 0.8 | 0.3 | 0.7 |
Weighted average shares of common stock, diluted | 155.7 | 150 | 155.8 | 149.3 |
Diluted net earnings per share (in dollars per share) | $ 0.25 | $ 0.26 | $ 0.60 | $ 0.60 |
Related Party Transactions - DN
Related Party Transactions - DNB (Details) - D&B Investment $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Related Party Transaction [Line Items] | ||
Agreement term | 5 years | |
Related party receivables | $ 10.5 | $ 10.5 |
Related party revenues | $ 10.4 | |
Professional services | ||
Related Party Transaction [Line Items] | ||
Amount of agreement | $ 34 |
Related Party Transactions - Tr
Related Party Transactions - Trasimene (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 16, 2021 | Jun. 16, 2021 | |
Trasimene Capital Management, LLC | ||
Related Party Transaction [Line Items] | ||
Acquisition-related transaction costs | $ 0.2 | $ 0.5 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 3,613.4 |
Goodwill, ending balance | 3,649.6 |
NexSpring Financial, LLC | |
Goodwill [Roll Forward] | |
Acquisitions | 18.2 |
eMBS | |
Goodwill [Roll Forward] | |
Acquisitions | 17.9 |
Optimal Blue Holdco, LLC | |
Goodwill [Roll Forward] | |
Acquisitions | 0.1 |
Operating Segments | Software Solutions | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 3,415.8 |
Goodwill, ending balance | 3,434.1 |
Operating Segments | Data and Analytics | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 197.6 |
Goodwill, ending balance | 215.5 |
Operating Segments | NexSpring Financial, LLC | Software Solutions | |
Goodwill [Roll Forward] | |
Acquisitions | 18.2 |
Operating Segments | NexSpring Financial, LLC | Data and Analytics | |
Goodwill [Roll Forward] | |
Acquisitions | 0 |
Operating Segments | eMBS | Software Solutions | |
Goodwill [Roll Forward] | |
Acquisitions | 0 |
Operating Segments | eMBS | Data and Analytics | |
Goodwill [Roll Forward] | |
Acquisitions | 17.9 |
Operating Segments | Optimal Blue Holdco, LLC | Software Solutions | |
Goodwill [Roll Forward] | |
Acquisitions | 0.1 |
Operating Segments | Optimal Blue Holdco, LLC | Data and Analytics | |
Goodwill [Roll Forward] | |
Acquisitions | $ 0 |
Long-Term Debt - Long-term Debt
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt principal | $ 2,257 | $ 2,213.7 |
Less: current portion of long-term debt | (19) | (73) |
Long-term debt before debt issuance costs and discount | 2,238 | 2,140.7 |
Less: debt issuance costs and discount | (21.7) | (18.8) |
Long-term debt, net of current portion | 2,216.3 | 2,121.9 |
Other | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 9 | 17.6 |
Term Loan | Term A Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 1,150 | 1,148.4 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | 98 | 47.7 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt principal | $ 1,000 | $ 1,000 |
Long-Term Debt - Principal Matu
Long-Term Debt - Principal Maturities of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2021 | $ 1.6 | |
2022 | 31.9 | |
2023 | 33 | |
2024 | 57.5 | |
2025 | 57.5 | |
Thereafter | 2,075.5 | |
Total long-term debt principal | $ 2,257 | $ 2,213.7 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 10, 2021 | Apr. 30, 2018 | |
Debt Instrument [Line Items] | |||
Debt Refinancing Costs | $ 2.5 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount unused on the Revolving Credit Facility | $ 902 | ||
Amended and Restated Credit Agreement | Term A Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,150 | $ 1,250 | |
Amended and Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,000 | $ 750 | |
Term Loan and Revolving Credit Facility [Member] | Eurodollar | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee (as a percent) | 0.15% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.25% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | Eurodollar | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.25% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee (as a percent) | 0.20% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.50% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | Eurodollar | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Term Loan | Term A Loan | |||
Debt Instrument [Line Items] | |||
Term loans, interest rate at period end (as a percent) | 1.60% | ||
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee (as a percent) | 20.00% |
Long-Term Debt - Payment Dates
Long-Term Debt - Payment Dates and Percentages (Details) - Term Loan - Term A Loan | 6 Months Ended |
Jun. 30, 2021 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 0.625% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.25% |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - USD ($) $ in Billions | Aug. 26, 2020 | Apr. 01, 2018 |
Debt Instrument [Line Items] | ||
Stated interest rate | 0.00% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 1 | |
Stated interest rate | 3.625% |
Long-Term Debt - Other Debt and
Long-Term Debt - Other Debt and FV (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Apr. 01, 2018 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Aug. 26, 2020 |
Debt Instrument [Line Items] | |||||||
Other debt borrowings | $ 32.9 | ||||||
Stated interest rate | 0.00% | ||||||
Imputed rate | 3.40% | ||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Other Debt, Current | $ 2.3 | $ 9.5 | |||||
Other Debt, Noncurrent | 4 | 6.4 | |||||
Remaining lease term | 1 year | 1 year | |||||
Finance lease, stated rate | 0.00% | ||||||
Finance lease, imputed interest rate | 3.30% | ||||||
Non-cash financing and investing activity related to unpaid portion of finance lease agreements | 2.5 | $ 8.4 | |||||
Current Portion Of Long Term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Finance lease liability | 2.4 | $ 1.2 | |||||
Other | |||||||
Debt Instrument [Line Items] | |||||||
Other debt borrowings | $ 16.3 | ||||||
Stated interest rate | 0.00% | 0.00% | |||||
Imputed rate | 3.30% | 1.60% | |||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 3.625% | ||||||
Long-term Debt, Fair Value | 997.5 | ||||||
Long-term debt | $ 988.9 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jan. 31, 2019 | Apr. 30, 2018 | Sep. 29, 2017 | Mar. 31, 2017 | ||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 3.8 | $ 0.6 | $ 8.2 | $ (19.8) | ||||||
Unrealized holding losses, net of tax(1) | [1] | (0.2) | $ (2.6) | 0.3 | $ (24.2) | |||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Month, Gross | 17.7 | 17.7 | ||||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 13.2 | 13.2 | ||||||||
Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Fixed Interest Rate | 2.65% | 2.61% | 1.69% | |||||||
Derivative, Gain (Loss) on Derivative, Net | 26.7 | $ 37.6 | ||||||||
Unrealized holding losses, net of tax(1) | $ 19.9 | $ 28.1 | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount Per Derivative Instrument | $ 300 | $ 250 | $ 200 | $ 200 | ||||||
Derivative, Fixed Interest Rate | 2.08% | |||||||||
Derivative, Basis Spread on Variable Rate | 0.10% | 0.10% | ||||||||
[1] | Net of income tax benefit of $0.1 million and income tax expense of $0.1 million for the three and six months ended June 30, 2021, respectively, and income tax benefit of $0.9 million and $8.2 million for the three and six months ended June 30, 2020, respectively. |
Long-Term Debt - Swap Agreement
Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 3.8 | $ 2.4 |
Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 22.9 | $ 35.2 |
Long-Term Debt - Effect of Deri
Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) - Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] - Interest Rate Swap - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ (0.2) | $ (2.6) | $ 0.3 | $ (24.2) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 4 | $ 3.2 | $ 7.9 | $ 4.4 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 88.7 | $ 34.7 |
Liabilities: | ||
Interest rate swaps | 26.7 | 37.6 |
Contingent consideration | 7.7 | 3.1 |
Redeemable noncontrolling interests | 578 | 578 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 88.7 | 34.7 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | 0 | 0 |
Redeemable noncontrolling interests | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 26.7 | 37.6 |
Contingent consideration | 0 | 0 |
Redeemable noncontrolling interests | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | 7.7 | 3.1 |
Redeemable noncontrolling interests | $ 578 | $ 578 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change In Fair Value Of Contingent Consideration (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Contingent Consideration Liability [Roll Forward] | ||
Beginning balance, December 31, 2020 | $ 3.1 | |
Ending balance, June 30, 2021 | 7.7 | |
Level 3 | ||
Contingent Consideration Liability [Roll Forward] | ||
Beginning balance, December 31, 2020 | 3.1 | |
Ending balance, June 30, 2021 | 7.7 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Fair value of liabilities | 585.7 | $ 581.1 |
Optimal Blue Holdco, LLC | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0.1 | |
NexSpring Financial, LLC | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 4.5 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 22.00% | 20.90% | 17.10% | 18.80% |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 361.3 | $ 293.1 | $ 711 | $ 583.8 |
Software and hosting solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 279.3 | 219.6 | 549.9 | 441.3 |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32.9 | 30.8 | 63.5 | 59.2 |
Data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 46.4 | 38.9 | 92 | 75.7 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2.7 | 3.8 | 5.6 | 7.6 |
Operating Segments | Software Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 305.4 | 245.1 | 601.2 | 489.8 |
Operating Segments | Software Solutions | Software and hosting solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 270 | 211.1 | 531.9 | 424.4 |
Operating Segments | Software Solutions | Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32.8 | 30.8 | 63.2 | 59 |
Operating Segments | Software Solutions | Data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0.5 | 0 | 1.7 | 0 |
Operating Segments | Software Solutions | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2.1 | 3.2 | 4.4 | 6.4 |
Operating Segments | Data and Analytics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 55.9 | 48.2 | 109.8 | 94.3 |
Operating Segments | Data and Analytics | Software and hosting solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9.3 | 8.5 | 18 | 16.9 |
Operating Segments | Data and Analytics | Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0.1 | 0.2 | 0.3 | 0.5 |
Operating Segments | Data and Analytics | Data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 45.9 | 38.9 | 90.3 | 75.7 |
Operating Segments | Data and Analytics | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0.6 | 0.6 | 1.2 | 1.2 |
Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | (0.2) | 0 | (0.3) |
Corporate and Other | Software and hosting solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Corporate and Other | Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | (0.2) | 0 | (0.3) |
Corporate and Other | Data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Corporate and Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Reportable Legal Entities | Servicing Software | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 207.8 | 184.3 | 410.5 | 380 |
Reportable Legal Entities | Servicing Software | Software and hosting solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 187.4 | 166.5 | 371.5 | 343.5 |
Reportable Legal Entities | Servicing Software | Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20.4 | 17.8 | 39 | 36.5 |
Reportable Legal Entities | Servicing Software | Data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Reportable Legal Entities | Servicing Software | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Reportable Legal Entities | Origination Software | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 97.6 | 60.8 | 190.7 | 109.8 |
Reportable Legal Entities | Origination Software | Software and hosting solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 82.6 | 44.6 | 160.4 | 80.9 |
Reportable Legal Entities | Origination Software | Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12.4 | 13 | 24.2 | 22.5 |
Reportable Legal Entities | Origination Software | Data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0.5 | 0 | 1.7 | 0 |
Reportable Legal Entities | Origination Software | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2.1 | $ 3.2 | $ 4.4 | $ 6.4 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Billions | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 2.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 13.00% |
Remaining performance obligation, period | 6 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] | |
Remaining performance obligation, percent | 37.00% |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 74.00% |
Remaining performance obligation, period | 2 years |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 12, 2020 | Jun. 30, 2021 | Jun. 30, 2021 |
Equity [Abstract] | |||
Period in force | 3 years | ||
Authorized amount (shares) | $ 10 | ||
Number of shares repurchased (in shares) | 0 | 0.6 | |
Aggregate purchase price | $ 46.7 | ||
Average cost per share | $ 75.19 | ||
Remaining authorized shares for repurchase (shares) | 9.4 | 9.4 |
Equity - Equity-Based Compensat
Equity - Equity-Based Compensation Additional Information (Details) - USD ($) $ in Millions | Mar. 10, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 10.9 | $ 9.5 | $ 18.1 | $ 20.2 | |
Accelerated share-based compensation | 2.9 | 2.9 | $ 0.2 | ||
Compensation cost not yet recognized | 59.7 | $ 59.7 | |||
Compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days | ||||
Restricted Shares and Restricted Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 3 years | ||||
Profit Interests Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | 2.2 | $ 4.4 | |||
Compensation cost not yet recognized | $ 21.6 | $ 21.6 | |||
Compensation cost not yet recognized, period for recognition | 2 years 4 months 24 days | ||||
Vesting period (in years) | 3 years |
Equity - Restricted Stock Grant
Equity - Restricted Stock Grant (Details) - Restricted Shares and Restricted Share Units | Mar. 10, 2021period$ / sharesshares | Jun. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | shares | 518,219 | 34,447 | 552,666 |
Grants in period, weighted average grant date fair value (in dollars per share) | $ 76 | $ 75.94 | |
Vesting period (in years) | 3 years | ||
Number of measurement periods | period | 3 | ||
Measurement period | 12 months | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 74.56 | ||
Vesting period (in years) | 1 year | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 76.51 | ||
Vesting period (in years) | 2 years 8 months 12 days |
Equity - Restricted Stock Trans
Equity - Restricted Stock Transactions (Details) - Restricted Shares and Restricted Share Units - $ / shares | Mar. 10, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding shares, Balance Beginning (in shares) | 1,549,098 | ||
Granted (in shares) | 518,219 | 34,447 | 552,666 |
Forfeited (in shares) | (10,560) | ||
Vested (in shares) | (872,411) | ||
Outstanding shares, Balance Ending (in shares) | 1,218,793 | 1,218,793 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning balance (in dollars per share) | $ 57.86 | ||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 76 | 75.94 | |
Forfeitures, weighted average grant date fair value (in dollars per share) | 68.67 | ||
Vested in period, weighted average grant date fair value (in dollars per share) | 52.42 | ||
Ending balance (in dollars per share) | $ 69.86 | $ 69.86 |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 361.3 | $ 293.1 | $ 711 | $ 583.8 |
Operating expenses | 197 | 155.5 | 383.2 | 317.9 |
Transition and integration costs | 4.3 | 2.5 | 12.2 | 4.9 |
EBITDA | 160 | 135.1 | 315.6 | 261 |
Depreciation and amortization | 90.4 | 58.6 | 178.2 | 116.3 |
Operating income | 69.6 | 76.5 | 137.4 | 144.7 |
Interest expense, net | (20.9) | (13) | (41.2) | (27.7) |
Other expense, net | (1) | 18.8 | (4.2) | 18 |
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | 47.7 | 82.3 | 92 | 135 |
Income tax expense | 10.5 | 17.2 | 15.7 | 25.4 |
Earnings before equity in (losses) earnings of unconsolidated affiliates | 37.2 | 65.1 | 76.3 | 109.6 |
Equity in (losses) earnings of unconsolidated affiliates, net of tax | (5) | (26) | 1.4 | (20.4) |
Net earnings | 32.2 | 39.1 | 77.7 | 89.2 |
Net losses attributable to redeemable noncontrolling interests | 7.5 | 16.1 | 0 | |
Net earnings attributable to Black Knight | 39.7 | 39.1 | 93.8 | 89.2 |
Allocated share-based compensation expense | 10.9 | 9.5 | 18.1 | 20.2 |
Operating Segments | Software Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 305.4 | 245.1 | 601.2 | 489.8 |
Operating expenses | 130.6 | 98.9 | 255.5 | 204.2 |
Transition and integration costs | 0 | 0 | ||
EBITDA | 174.8 | 146.2 | 345.7 | 285.6 |
Depreciation and amortization | 33.2 | 30.2 | 64.4 | 60.5 |
Operating income | 141.6 | 116 | 281.3 | 225.1 |
Operating Segments | Data and Analytics | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 55.9 | 48.2 | 109.8 | 94.3 |
Operating expenses | 35.1 | 32.1 | 69.3 | 63.6 |
Transition and integration costs | 0 | 0 | ||
EBITDA | 20.8 | 16.1 | 40.5 | 30.7 |
Depreciation and amortization | 3.7 | 3.8 | 7.5 | 7.8 |
Operating income | 17.1 | 12.3 | 33 | 22.9 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | (0.2) | (0.3) | |
Operating expenses | 31.3 | 24.5 | 58.4 | 50.1 |
Transition and integration costs | 4.3 | 2.5 | 12.2 | 4.9 |
EBITDA | (35.6) | (27.2) | (70.6) | (55.3) |
Depreciation and amortization | 53.5 | 24.6 | 106.3 | 48 |
Operating income | (89.1) | (51.8) | (176.9) | (103.3) |
Allocated share-based compensation expense | $ 13.2 | $ 9.5 | $ 23.7 | $ 21.2 |