Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 28, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Black Knight Financial Services, Inc. | |
Entity Central Index Key | 1,627,014 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,095,056 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 84,826,282 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 118.3 | $ 186 |
Trade receivables, net | 135 | 134.9 |
Prepaid expenses and other current assets | 37.9 | 28.2 |
Receivables from related parties | 13.1 | 7.6 |
Total current assets | 304.3 | 356.7 |
Property and equipment, net | 151.9 | 152 |
Computer software, net | 458 | 466.5 |
Other intangible assets, net | 312.3 | 330.2 |
Goodwill | 2,223.9 | 2,223.9 |
Other non-current assets | 183.1 | 174.4 |
Total assets | 3,633.5 | 3,703.7 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 35.5 | 29.3 |
Accrued salaries and benefits | 40.2 | 52.2 |
Legal and regulatory accrual | 6.9 | 8 |
Current portion of long-term debt | 44 | 44 |
Long-term Debt, Current Maturities | 43.5 | 43.5 |
Accrued interest | 10.4 | 4.8 |
Deferred revenues | 39.8 | 40.4 |
Total current liabilities | 176.3 | 178.2 |
Deferred revenues | 60.4 | 56.2 |
Deferred income taxes | 4.5 | 4.7 |
Long-term Debt, Excluding Current Maturities | 1,557.7 | 1,618 |
Other non-current liabilities | 3.7 | 1.6 |
Liabilities | $ 1,802.6 | $ 1,858.7 |
Commitments and Contingencies | ||
Equity: | ||
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none | $ 0 | $ 0 |
Additional paid-in capital | 801.4 | 798.9 |
Retained earnings (accumulated deficit) | 31.3 | 19.9 |
Accumulated other comprehensive loss | (1.8) | (0.1) |
Total shareholders' equity | 830.9 | 818.7 |
Noncontrolling interests | 1,000 | 1,026.3 |
Total equity | 1,830.9 | 1,845 |
Total liabilities and equity | 3,633.5 | 3,703.7 |
Common Class A [Member] | ||
Equity: | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Related party prepaid fees | $ 37.9 | $ 28.2 |
Accrued interest, amount due to related party | 10.4 | 4.8 |
Long-term debt, net of current portion, amount due to related party | $ 1,557.7 | $ 1,618 |
Common stock, shares outstanding | 153,900,000 | 153,100,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, share issued | 69,103,465 | 68,303,680 |
Common stock, shares outstanding | 69,103,465 | 68,303,680 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, share issued | 84,826,282 | 84,826,282 |
Common stock, shares outstanding | 84,826,282 | 84,826,282 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 241.9 | $ 227.2 |
Expenses: | ||
Operating expenses | 136.8 | 133.2 |
Depreciation and amortization | 48.2 | 45.9 |
Transition and integration costs | 0 | 2.6 |
Total expenses | 185 | 181.7 |
Operating income | 56.9 | 45.5 |
Other income and expense: | ||
Interest expense | (16.8) | (30.8) |
Other expense, net | (0.8) | 0 |
Total other expense, net | (17.6) | (30.8) |
Earnings from continuing operations before income taxes | 39.3 | 14.7 |
Income tax expense | 6.2 | 0.1 |
Net earnings from continuing operations | 33.1 | 14.6 |
Loss from discontinued operations, net of tax | 0 | (0.1) |
Net earnings | 33.1 | 14.5 |
Less: Net earnings attributable to noncontrolling interests | 21.7 | 14.5 |
Net earnings attributable to Black Knight Financial Services, Inc. | 11.4 | 0 |
Unrealized holding losses, net of tax | (2) | 0 |
Reclassification adjustments for losses included in net earnings, net of tax | 0.3 | 0 |
Total unrealized loss on interest rate swaps, net of tax | (1.7) | 0 |
Foreign currency translation adjustment | 0 | (0.1) |
Other comprehensive loss | (1.7) | (0.1) |
Comprehensive earnings attributable to noncontrolling interests | 21.7 | 14.5 |
Comprehensive earnings | $ 31.4 | $ 14.4 |
Common Class A [Member] | ||
Net earnings per share attributable to Black Knight Financial Services, Inc., Class A common shareholders: | ||
Basic (in dollars per share) | $ 0.17 | |
Diluted (in dollars per share) | $ 0.17 | |
Weighted average shares of Class A common stock outstanding (see Note 2): | ||
Basic (in shares) | 65.8 | |
Weighted average shares of common stock, diluted | 152.6 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Equity - USD ($) shares in Millions, $ in Millions | Total | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] | Black Knight Financial Services, Inc. [Member]Common Stock [Member]Common Class A [Member] | Black Knight Financial Services, Inc. [Member]Common Stock [Member]Common Class B [Member] | Black Knight Financial Services, Inc. [Member]Additional Paid-in Capital [Member] | Black Knight Financial Services, Inc. [Member]Accumulated Deficit/Retained Earnings [Member] |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance, shares | 68.3 | 84.8 | |||||
Beginning balance at Dec. 31, 2015 | $ 1,845 | $ (0.1) | $ 1,026.3 | $ 798.9 | $ 19.9 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance, shares | 69.1 | 84.8 | |||||
Issuance of common stock | 0 | 0 | |||||
Issuance of common stock, shares | 0.8 | ||||||
Equity based compensation expense | 2.5 | 2.5 | |||||
Net earnings | 33.1 | 21.7 | 11.4 | ||||
Foreign currency translation adjustment | 0 | ||||||
Ending balance at Mar. 31, 2016 | 1,830.9 | (1.8) | 1,000 | $ 801.4 | 31.3 | ||
Ending balance, shares at Mar. 31, 2016 | 69.1 | 84.8 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | (1.7) | $ (1.7) | |||||
Increase (Decrease) in Redeemable Members' Interest [Roll Forward] | |||||||
Stockholders' Equity, Other | $ (48) | $ (48) | $ 0 | ||||
Beginning balance, shares | 69.1 | 84.8 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Total cash and cash equivalents | $ 118.3 | $ 39.6 |
Cash flows from operating activities: | ||
Net earnings | 33.1 | 14.5 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 48.2 | 45.9 |
Amortization of debt issuance costs, bond premium and original issue discount | 0.7 | (0.5) |
Deferred Income Tax Expense (Benefit) | (0.2) | 0 |
Equity-based compensation | 2.7 | 1.8 |
Changes in assets and liabilities: | ||
Trade and other receivables, including receivables from related parties | (4) | (20.9) |
Prepaid expenses and other assets | (11.9) | (7.7) |
Deferred contract costs | (13.4) | (12.8) |
Deferred revenues | 3.6 | 13.4 |
Trade accounts payable and other accrued liabilities | (0.9) | (7.8) |
Net cash provided by operating activities | 57.9 | 25.9 |
Cash flows from investing activities: | ||
Additions to property and equipment | (6.8) | (12.2) |
Additions to computer software | (9.8) | (13.1) |
Investment in property records database | 0 | (6.8) |
Net cash used in investing activities | (16.6) | (32.1) |
Cash flows from financing activities: | ||
Debt service payments | (61) | (16.1) |
Net cash used in financing activities | (109) | (16.1) |
Net decrease in cash and cash equivalents | (67.7) | (22.3) |
Cash and cash equivalents, beginning of period | 182.4 | |
Cash and cash equivalents, end of period | 114.8 | |
Supplemental cash flow information: | ||
Interest paid | (9.4) | (23) |
Income taxes (paid) refunded, net | (1.1) | 0.2 |
Payments of Distributions to Affiliates | $ 48 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements (Unaudited) were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated. 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, 2015 filed with the Securities and Exchange Commission ("SEC") on February 26, 2016. Description of Business Black Knight is a holding company that conducts our business through our interest in Black Knight Financial Services, LLC ("BKFS LLC"), our sole asset. Through its subsidiaries, BKFS LLC is a leading provider of integrated technology, workflow automation and data and analytics to the mortgage and real estate industries. Our solutions facilitate and automate many of the mission-critical business processes across the entire mortgage loan life cycle, from origination until asset disposition. We believe we differentiate ourselves by the breadth and depth of our comprehensive, integrated solutions and the insight we provide to our clients. We are a majority-owned subsidiary of Fidelity National Financial, Inc. ("FNF"). Our business generally represents a reorganization of the former Technology, Data and Analytics segment of Lender Processing Services, Inc. ("LPS"), a former provider of integrated technology, data and services to the mortgage lending industry in the United States. Our business also includes the businesses of Fidelity National Commerce Velocity, LLC and Property Insight, LLC, two companies that were contributed to us by FNF. ServiceLink Holdings, LLC ("ServiceLink"), another majority-owned subsidiary of FNF, operates the Transaction Services businesses of the former LPS as well as FNF’s legacy ServiceLink businesses. Reporting Segments We conduct our operations through two reporting segments: (1) Technology and (2) Data and Analytics. See further discussion in Note 8 - Segment Information . Consolidation Black Knight conducts its business through BKFS LLC and its subsidiaries. BKFS LLC is subject to the consolidation guidance related to variable interest entities as set forth in ASC Topic 810, Consolidation ("ASC 810"). Black Knight holds the sole managing member interest in BKFS LLC, which grants us the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement ("LLC Agreement"). Under the terms of the LLC Agreement, Black Knight is authorized to manage the business of BKFS LLC, including the authority to enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. As a result of Black Knight being the primary beneficiary through our sole managing member interest and possessing the rights established in the LLC Agreement and in accordance with the requirements of ASC 810, Black Knight controls BKFS LLC and appropriately consolidates the operations thereof. We account for noncontrolling interests in accordance with ASC 810. Our Class A shareholders indirectly control BKFS LLC through our managing member interest. Our Class B shareholders have a noncontrolling interest in BKFS LLC. Their share of equity in BKFS LLC is reflected in Noncontrolling interests in our Condensed Consolidated Balance Sheets (Unaudited), and their share of net earnings or loss in BKFS LLC are reported in Net earnings attributable to noncontrolling interests in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). Net earnings attributable to noncontrolling interests do not include expenses incurred directly by Black Knight, including income tax expense attributable to Black Knight. All earnings prior to the closing of our initial public offering ("IPO") on May 26, 2015 have been disclosed as Net earnings attributable to noncontrolling interests. Cash and Cash Equivalents Cash and cash equivalents on the Condensed Consolidated Balance Sheets (Unaudited) include the following (in millions): March 31, 2016 December 31, 2015 Unrestricted: Cash $ 110.6 $ 52.3 Cash equivalents 4.2 130.1 Total unrestricted cash and cash equivalents 114.8 182.4 Restricted cash equivalents (1) 3.5 3.6 Total cash and cash equivalents $ 118.3 $ 186.0 _______________ (1) Restricted cash equivalents relate to our subsidiary, I-Net Reinsurance Limited, and are held in trust until the final reinsurance policy is canceled. Allowance for Doubtful Accounts Trade receivables, net includes an allowance for doubtful accounts of $2.1 million and $2.5 million as of March 31, 2016 and December 31, 2015 , respectively. Depreciation and Amortization Depreciation and amortization on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) include the following (in millions): Three months ended March 31, 2016 2015 Property and equipment $ 6.9 $ 7.3 Computer software 18.3 16.9 Other intangible assets 17.8 20.9 Deferred contract costs 5.2 0.8 Total $ 48.2 $ 45.9 Transition and Integration Costs Transition and integration costs during the three months ended March 31, 2015 represent management fees paid to FNF and Thomas H. Lee Partners, L.P. ("THL"), and costs related to the IPO. Recent Accounting Pronouncements In April 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This guidance clarifies how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. Additionally, this update clarifies how to evaluate the nature of a promise in granting a license of intellectual property, which determines whether to recognize revenue over time or at a point in time. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted. The amendment allows companies to adopt using either a full retrospective or a modified retrospective approach. We are currently evaluating which transition approach to use and assessing the effect of the adoption of this ASU on our results of operations and our financial position. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . Under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies related to share-based awards in additional paid-in capital. Instead, income tax effects of awards will be recorded in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statements should be applied prospectively. Amendments related to minimum statutory withholding requirements and forfeitures should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The guidance is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, but all of the guidance must be adopted in the same period. While we are currently assessing the effect of this standard, we do not believe it will have a material effect on our results of operations or our financial position. Also in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This new standard requires companies to determine whether it is a principal (controls the promised good or service before transferring it to the customer) or an agent (arranges for another entity to provide the goods or services). Principals are required to recognize revenue equal to the gross amount of consideration exchanged for the promised good or service. Agents are required to recognize revenue net of any fees or commissions paid for arranging the promised good or service to be provided by another party. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted. The amendment allows companies to adopt using either a full retrospective or a modified retrospective approach. We are currently evaluating which transition approach to use and assessing the effect of the adoption of this ASU on our results of operations and our financial position. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of Class A common stock outstanding during the period. During the three months ended March 31, 2016 , potentially dilutive securities include restricted stock awards and the shares of Class B common stock. The numerator in the diluted net earnings per share calculation is adjusted to reflect our income tax expense at an expected effective tax rate assuming the conversion of the shares of Class B common stock into shares of Class A common stock on a one -for-one basis. The estimated effective tax rate for the three months ended March 31, 2016 was 35.4% . The shares of Class B common stock do not share in the earnings or losses of Black Knight and are, therefore, not participating securities. Accordingly, basic and diluted net earnings per share of Class B common stock have not been presented. The denominator includes approximately 84.8 million shares of Class B common stock outstanding, as well as the dilutive effect of approximately 2.0 million shares of unvested restricted shares of Class A common stock as of March 31, 2016 . The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts): Three months ended March 31, 2016 Basic: Net earnings attributable to Black Knight $ 11.4 Shares used for basic net earnings per share: Weighted average shares of Class A common stock outstanding 65.8 Basic net earnings per share $ 0.17 Diluted: Consolidated earnings before income taxes (including loss from discontinued operations of $0.1) $ 39.2 Income tax expense excluding the effect of noncontrolling interests 13.9 Consolidated net earnings $ 25.3 Shares used for diluted net earnings per share: Weighted average shares of Class A common stock outstanding 65.8 Dilutive effect of unvested restricted shares of Class A common stock 2.0 Weighted average shares of Class B common stock outstanding 84.8 Weighted average shares of common stock, diluted 152.6 Diluted net earnings per share $ 0.17 Basic and diluted net earnings per share information is not applicable for reporting periods prior to the completion of the IPO. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We are party to certain related party agreements, including those with FNF and THL. The following table sets forth the ownership interests of FNF, THL and other holders of Black Knight common stock (shares in millions): March 31, 2016 December 31, 2015 Shares Ownership Percentage Shares Ownership Percentage Class A common stock: THL and its affiliates 39.3 25.5 % 39.3 25.7 % Restricted shares 3.2 2.1 % 3.9 2.5 % Other 26.6 17.3 % 25.1 16.4 % Total shares of Class A common stock 69.1 44.9 % 68.3 44.6 % Class B common stock: FNF subsidiaries 83.3 54.1 % 83.3 54.4 % THL and its affiliates 1.5 1.0 % 1.5 1.0 % Total shares of Class B common stock 84.8 55.1 % 84.8 55.4 % Total common stock outstanding 153.9 100.0 % 153.1 100.0 % Transactions with FNF and THL are described below. FNF We have various agreements with FNF and certain FNF subsidiaries, including ServiceLink, to provide technology, data and analytics services, as well as corporate shared services and information technology. In addition, FNF provided certain corporate services to us, including management consulting and corporate administrative services. Following the IPO, we no longer pay management fees to FNF. We are also a party to certain other agreements under which we incur other expenses or receive revenues from FNF. A detail of the revenues and expenses from FNF is set forth in the table below (in millions): Three months ended March 31, 2016 2015 Revenues $ 16.4 $ 16.8 Operating expenses 3.4 0.6 Management fees (1) — 1.5 Interest expense 1.0 23.0 _______________ (1) Amounts are included in Transition and integration costs on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). We were party to intercompany notes with FNF through May 27, 2015 and recognized $23.0 million in Interest expense for the three months ended March 31, 2015 . We had no outstanding intercompany notes as of March 31, 2016 . As of March 31, 2016 , FNF subsidiaries held $49.6 million of principal amount of our Term B Loan (as defined in Note 4 - Long-Term Debt ) from our credit agreement dated May 27, 2015. Beginning on May 26, 2015, we pay to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes (as defined in Note 4 - Long-Term Debt ) in exchange for the ongoing guarantee by FNF of the Senior Notes. In October 2017, the guarantee fee will increase to 2.0% of the outstanding principal of the Senior Notes. During the three months ended March 31, 2016 , we recognized $1.0 million in Interest expense related to the guarantee fee. THL Two managing directors of THL currently serve on our Board of Directors. We purchase software and systems services from certain entities over which THL exercises control. In addition, THL provided certain corporate services to us, including management and consulting services. Following the IPO, we no longer pay management fees to THL. A detail of the revenues and expenses, net from THL is set forth in the table below (in millions): Three months ended March 31, 2016 2015 Operating expenses $ 0.4 $ 0.4 Management fees (1) — 0.8 Software and software-related purchases 0.9 0.2 _______________ (1) Amounts are included in Transition and integration costs on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). As of March 31, 2016 , THL affiliates held $39.7 million of principal amount of our Term Loan B (as defined in Note 4 - Long-Term Debt ) from our credit agreement dated May 27, 2015. A detail of related party items included in Revenues is as follows (in millions): Three months ended March 31, 2016 2015 Data and analytics services $ 10.4 $ 12.3 Servicing, origination and default technology services 6.0 4.5 Total related party revenues $ 16.4 $ 16.8 A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Three months ended March 31, 2016 2015 Data entry, indexing services and other operating expenses $ 2.3 $ 1.9 Corporate services operating expenses 2.3 2.2 Technology and corporate services expense reimbursement (0.8 ) (3.1 ) Total related party expenses, net $ 3.8 $ 1.0 Additionally, related party prepaid fees were $0.7 million and $0.2 million as of March 31, 2016 and December 31, 2015, respectively, which are included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets (Unaudited). We believe the amounts earned from or charged by us under each of the foregoing arrangements are fair and reasonable. We believe our service arrangements are priced within the range of prices we offer to third parties, except for certain corporate services provided to ServiceLink and certain corporate services provided by FNF, which are at cost. However, the amounts we earned or that were charged under these arrangements were not negotiated at arm's length, and may not represent the terms that we might have obtained from an unrelated third party. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in millions): March 31, 2016 December 31, 2015 Principal Debt issuance costs Premium (discount) Total Principal Debt issuance costs Premium (discount) Total Term A Loan $ 770.0 $ (8.8 ) $ — $ 761.2 $ 780.0 $ (9.4 ) $ — $ 770.6 Term B Loan 397.0 (3.8 ) (0.9 ) 392.3 398.0 (3.9 ) (0.9 ) 393.2 Revolving Credit Facility 50.0 (4.5 ) — 45.5 100.0 (4.8 ) — 95.2 Senior Notes, issued at par 390.0 — 12.2 402.2 390.0 — 12.5 402.5 Total long-term debt 1,607.0 (17.1 ) 11.3 1,601.2 1,668.0 (18.1 ) 11.6 1,661.5 Less: Current portion of long-term debt 44.0 (0.5 ) — 43.5 44.0 (0.5 ) — 43.5 Long-term debt, net of current portion $ 1,563.0 $ (16.6 ) $ 11.3 $ 1,557.7 $ 1,624.0 $ (17.6 ) $ 11.6 $ 1,618.0 Principal maturities as of March 31, 2016 for each of the next five years and thereafter are as follows (in millions): 2016 (remaining) $ 33.0 2017 64.0 2018 84.0 2019 104.0 2020 554.0 Thereafter 768.0 Total $ 1,607.0 Scheduled maturities noted above exclude the effect of the debt issuance costs of $17.1 million as well as $11.3 million net unamortized debt premium. Credit Agreement On May 27, 2015, our indirect subsidiary, Black Knight InfoServ, LLC ("BKIS"), entered into a credit and guaranty agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the other agents and lenders party thereto. The Credit Agreement provides for (i) an $800.0 million term loan A facility (the "Term A Loan"), (ii) a $400.0 million term loan B facility (the "Term B Loan") and (iii) a $400.0 million revolving credit facility (the "Revolving Credit Facility", and collectively with the Term A Loan and Term B Loan, the "Facilities"). The Term A Loan and the Revolving Credit Facility mature on May 27, 2020, and the Term B Loan matures on May 27, 2022. The Facilities are guaranteed by substantially all of BKIS's wholly-owned domestic restricted subsidiaries and BKFS LLC, and are secured by associated collateral agreements that pledge a lien on virtually all of BKIS's assets, including fixed assets and intangible assets, and the assets of the guarantors. As of March 31, 2016 , the Term A Loan and the Revolving Credit Facility bear interest at the Eurodollar rate plus a margin of 200 basis points, and the Term B Loan bears interest at the Eurodollar rate plus a margin of 300 basis points, subject to a Eurodollar rate floor of 75 basis points. As of March 31, 2016 , we have $350.0 million capacity on the Revolving Credit Facility and pay an unused commitment fee of 30 basis points. During the three months ended March 31, 2016 , there were no incremental borrowings on our Revolving Credit Facility, and we made payments of $50.0 million on this facility. As of March 31, 2016 , the interest rates on the Term A Loan, Term B Loan and Revolving Credit Facility were 2.44% , 3.75% and 2.44% , respectively. Senior Notes BKIS has 5.75% Senior Notes, interest paid semi-annually, which mature on April 15, 2023 (the "Senior Notes"). The Senior Notes are senior unsecured obligations, registered under the Securities Act and contain customary affirmative, negative and financial covenants, and events of default for indebtedness of this type (with grace periods, as applicable, and lender remedies). Prior to October 15, 2017, we may redeem some or all of the Senior Notes by paying a "make-whole" premium based on U.S. Treasury rates. On or after October 15, 2017, we may redeem some or all of the Senior Notes at the redemption prices listed in the table below, plus accrued and unpaid interest. In addition, if a change of control occurs, we are required to offer to purchase all outstanding Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase. Redemption Period Percentage October 15, 2017 to October 14, 2018 102.875% October 15, 2018 to October 14, 2019 101.917% October 15, 2019 to October 14, 2020 100.958% October 15, 2020 and thereafter 100.000% Fair Value of Long-Term Debt The fair value of our Senior Notes as of March 31, 2016 was $403.7 million ( 103.5% of par value), based upon established market prices for the securities using level 2 inputs. The fair value of our Facilities approximates their carrying value at March 31, 2016 as they are variable rate instruments with short reset periods (either monthly or quarterly) that reflect current market rates. The fair value of our Facilities is based upon established market prices for the securities using level 2 inputs. Interest Rate Swaps On January 20, 2016, we entered into two interest rate swap agreements to hedge forecasted monthly interest rate payments on $400.0 million of our floating rate debt ( $200.0 million notional value each) (the "Swap Agreements"). Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (equal to 0 .44% as of March 31, 2016 ) and pay a weighted average fixed rate of 1.01% . The effective term for the Swap Agreements is February 1, 2016 through January 31, 2019. We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive loss will be reclassified into Interest expense as a yield adjustment as interest payments are made on the Term A Loan. The fair value of our Swap Agreements is based upon level 2 inputs. We have considered our own credit risk when determining the fair value of our Swap Agreements. The estimated fair value of our Swap Agreements in the Condensed Consolidated Balance Sheets (Unaudited) was as follows (in millions): Balance Sheet Account March 31, 2016 December 31, 2015 Other non-current liabilities $ 2.0 $ — A cumulative loss of $2.4 million ( $2.0 million net of tax) is reflected in Accumulated other comprehensive loss as of March 31, 2016 . Below is a summary of the effect of derivative instruments on amounts recognized in other comprehensive earnings ("OCE") on the accompanying Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three months ended March 31, 2016 (in millions): Amount of loss recognized in OCE Amount of loss reclassified from accumulated OCE into net earnings Swap Agreements $ 2.4 $ 0.4 Approximately $1.7 million ($1.4 million net of tax) of the balance in Accumulated other comprehensive loss as of March 31, 2016 is expected to be reclassified into Interest expense over the next 12 months. It is our policy to execute such instruments with credit-worthy banks and not to enter into derivative financial instruments for speculative purposes. As of March 31, 2016 , 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the period prior to the IPO, substantially all of the income taxes of BKFS LLC were not reflected in the accompanying Condensed Consolidated Financial Statements (Unaudited) as the responsibility for payment of income taxes was borne by the members of BKFS LLC and not by us. As of March 31, 2016 and December 31, 2015, we had no uncertain tax positions. We record interest and penalties related to income taxes, if any, as a component of Income tax expense. Our effective tax rate for the three months ended March 31, 2016 was 15.8% and is lower than the typical federal and state statutory rate because of the effect of our noncontrolling interests. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively “legal proceedings”) on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. The accrual for legal and regulatory matters was $6.9 million and $8.0 million as of March 31, 2016 and December 31, 2015 , respectively. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. Litigation Matters On December 16, 2013, LPS received notice that Merion Capital, L.P. and Merion Capital II, L.P. (together "Merion Capital") were asserting their appraisal right relative to their ownership of 5,682,276 shares of LPS stock (the “Appraisal Shares”) in connection with the acquisition of LPS by FNF on January 2, 2014. On February 6, 2014, Merion Capital filed an appraisal proceeding, captioned Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL, in the Delaware Court of Chancery seeking a judicial determination of the "fair" value of Merion Capital's 5,682,276 shares of LPS common stock under Delaware law, together with statutory interest. We filed an answer to this suit on March 3, 2014. On September 18, 2014, we reached an agreement with Merion Capital to pay the merger consideration to Merion Capital and stop the accrual of additional statutory interest during the pendency of the appraisal proceeding, and FNF paid Merion Capital the merger consideration (cash and stock), which was previously held in escrow for Merion Capital, in respect of the Appraisal Shares, and BKFS LLC paid interest of $9.0 million through the date of payment. Trial is currently scheduled for early May 2016. Merion’s expert has opined that the consideration should have been $50.46 per share, which is approximately 36 percent higher than the final consideration of $37.14 , and therefore, they are owed an additional $75.0 million plus statutory interest, which was approximately $13.3 million as of March 31, 2016 . The Company’s position is that the merger consideration paid was fair value, and no additional consideration is owed. Discovery is closed. We will continue to vigorously defend against the appraisal proceedings, and we do not believe the result will have a material adverse effect on our financial condition. In 2008, our former subsidiary Market Intelligence, Inc. ("MI") received a demand letter from TCF National Bank (“TCF”) alleging certain evaluation products purchased by TCF from MI between mid-2002 and mid-2005 had improperly overestimated the values of the subject properties as collateral, resulting in losses to TCF when it foreclosed on those properties or otherwise charged off the relevant loans. MI rejected TCF’s demand. In September 2011, TCF filed suit in the U.S. District Court for the District of Minnesota, TCF National Bank v. Market Intelligence, Inc., Fidelity National Information Services, Inc., LSI Appraisal, LLC and Lender Processing Services, Inc ., alleging various common law, contractual and statutory claims. The U.S. District Court dismissed several of TCF’s legal claims in July 2012. Pursuant to the U.S. District Court’s order on January 3, 2013, TCF was allowed to proceed with claims for fraudulent inducement, negligent appraisal, breach of contract, breach of the covenant of good faith, common law fraud and consumer fraud under a Minnesota statute. TCF’s amended complaint alleged damages of at least $3.3 million , but asserted that it would seek to recover additional damages as a result of loan charge-offs and foreclosures after September 2011. In mid-January 2014, TCF asserted that it had suffered additional losses of more than $15.0 million since September 2011, resulting in a new total damages claim of $18.5 million . In addition to compensatory damages, TCF also seeks attorneys' fees, under certain claims, and costs. On October 14, 2014, the District Court entered a Memorandum Opinion and Order granting our Motion for Summary Judgment on all causes of action. On November 5, 2014, TCF filed an appeal with the Eighth Circuit Court of Appeals, briefs have been filed by both parties and oral argument was held on October 20, 2015. On February 4, 2016, the Eighth Circuit Court of Appeals affirmed the District Court's judgment. The businesses associated with this case were contributed to ServiceLink in connection with the Acquisition and Internal Reorganization (see Note 1 - Basis of Presentation ). Although LPS is named in the case, the ongoing costs of litigation and any potential resulting liability is borne by the underlying businesses of ServiceLink. This matter is subject to a cross-indemnity agreement dated December 22, 2014 between BKFS LLC and ServiceLink (the "Cross-Indemnity Agreement") (see Indemnification Agreement below). Regulatory Matters Following a review by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and the Office of Thrift Supervision (collectively, the "banking agencies"), LPS entered into a consent order (the "Order") dated April 13, 2011 with the banking agencies. The banking agencies' review of LPS' services included the services provided by its default operations to mortgage servicers regulated by the banking agencies, including document execution services, which were contributed in connection with the Acquisition and Internal Reorganization (see Note 1 - Basis of Presentation ). The Order does not make any findings of fact or conclusions of wrongdoing, nor does LPS admit any fault or liability. Under the Order, ServiceLink has adopted enhanced compliance, internal audit, risk management and board oversight plans with respect to those businesses. LPS also agreed to engage an independent third party to conduct a risk assessment and review of its default management businesses and document execution services provided to servicers from January 1, 2008 through December 31, 2010, which has been on hold since June 2013. To the extent such third party review, once completed, requires additional remediation of mortgage documents, ServiceLink has agreed to implement an appropriate plan to address the issues. The Order does not include any fine or other monetary penalty. The banking agencies notified ServiceLink in December 2015 that they wish to discuss terminating the Order through a possible agreed civil monetary penalty amount in lieu of requiring any additional document execution review by the independent third party. At this time, the parties have not agreed on a possible civil monetary penalty amount. The parties have entered into a tolling agreement to allow the parties to engage in these discussions. Although LPS is a party to the Order, the ongoing costs of litigation and any potential resulting liability is expected to be borne by the underlying LPS default operations, which are now part of ServiceLink. This matter is subject to a Cross-Indemnity Agreement between BKFS LLC and ServiceLink (see Indemnification Agreement below). Indemnifications and Warranties We often agree to indemnify our clients against damages and costs resulting from claims of patent, copyright, trademark infringement or breaches of confidentiality associated with use of our software through software licensing agreements. Historically, we have not made any payments under such indemnifications, but continue to monitor the conditions that are subject to the indemnifications to identify whether a loss has occurred that is both probable and estimable that would require recognition. In addition, we warrant to clients that our software operates substantially in accordance with the software specifications. Historically, no costs have been incurred related to software warranties and none are expected in the future, and as such, no accruals for warranty costs have been made. Indemnification Agreement We are party to the Cross-Indemnity Agreement with ServiceLink. Pursuant to this agreement, ServiceLink indemnifies us from liabilities relating to, arising out of or resulting from the conduct of ServiceLink's business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of LPS and the cause of such action, suit or proceeding relates to the business of ServiceLink. In return, we indemnify ServiceLink for liabilities relating to, arising out of, or resulting from the conduct of our business. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation On February 3, 2016, we granted approximately 0.8 million restricted shares of our Class A common stock with a grant date fair value of $28.29 per share, which was based on the closing price of our common stock on the date of grant. Of the approximately 0.8 million restricted shares granted, approximately 0.2 million restricted shares vest over a three -year period, and approximately 0.6 million restricted shares vest over a four -year period. The vesting of all the restricted shares granted on February 3, 2016 is also based on certain operating performance criteria. Restricted stock transactions in 2016 are as follows (shares in millions): Shares Weighted Averaged Grant Date Fair Value Balance December 31, 2015 3.9 * Granted 0.8 $ 28.29 Vested (1.5 ) * Balance March 31, 2016 3.2 * ______________________________ * The BKFS LLC profits interest units that were converted into restricted shares in connection with our IPO had a weighted average grant date fair value of $2.10 per unit. The fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. The original grant date fair value of the vested restricted shares, which were originally granted as profits interests units, was $2.01 per unit. Equity-based compensation expense was $2.7 million and $1.8 million for the three months ended March 31, 2016 and 2015, respectively, and is included in Operating expenses in the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). Total unrecognized compensation cost was $33.9 million as of March 31, 2016 , and is expected to be recognized over a weighted average period of approximately 3.1 years. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our segments is shown in the tables below. Our business is organized into two segments: • Technology - offers software and hosting solutions that support loan servicing, loan origination and settlement services. • Data and Analytics - offers solutions to enhance and support our technology products in the mortgage, real estate and capital markets industries. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation and other data solutions. As of and for the three months ended March 31, 2016 (in millions): Technology Data and Analytics Corporate and Other Total Revenues $ 200.1 $ 41.8 $ — $ 241.9 Operating expenses (1) 87.0 35.0 14.8 136.8 Depreciation and amortization 43.6 3.6 1.0 48.2 Operating income (loss) 69.5 3.2 (15.8 ) 56.9 Interest expense 0.2 — (17.0 ) (16.8 ) Other income (expense) 0.1 — (0.9 ) (0.8 ) Earnings (loss) from continuing operations before income taxes 69.8 3.2 (33.7 ) 39.3 Income tax expense 0.1 — 6.1 6.2 Earnings (loss) from continuing operations $ 69.7 $ 3.2 $ (39.8 ) $ 33.1 Balance sheet data: Total assets $ 3,115.7 $ 314.2 $ 203.6 $ 3,633.5 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 As of and for the three months ended March 31, 2015 (in millions): Technology Data and Analytics Corporate and Other Total Revenues $ 182.3 $ 44.8 $ 0.1 $ 227.2 Operating expenses (1) 84.3 37.0 11.9 133.2 Depreciation and amortization 41.5 3.4 1.0 45.9 Transition and integration costs — — 2.6 2.6 Operating income (loss) 56.5 4.4 (15.4 ) 45.5 Interest expense 0.2 — (31.0 ) (30.8 ) Earnings (loss) from continuing operations before income taxes 56.7 4.4 (46.4 ) 14.7 Income tax expense 0.1 — — 0.1 Earnings (loss) from continuing operations $ 56.6 $ 4.4 $ (46.4 ) $ 14.6 Balance sheet data: Total assets (2) $ 3,155.8 $ 314.9 $ 125.8 $ 3,596.5 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 ______________________________ (1) Operating expenses within the "Corporate and Other" segment are primarily attributable to unallocated general and administrative expenses. (2) Reclassifications have been made to Total assets as of March 31, 2015 to move related party and intercompany receivable balances from the "Technology" and "Data and Analytics" segments to the "Corporate and Other" segment to conform with the 2016 presentation. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying Condensed Consolidated Financial Statements (Unaudited) were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. |
Use of Estimates | 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. |
Consolidation | Black Knight conducts its business through BKFS LLC and its subsidiaries. BKFS LLC is subject to the consolidation guidance related to variable interest entities as set forth in ASC Topic 810, Consolidation ("ASC 810"). Black Knight holds the sole managing member interest in BKFS LLC, which grants us the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement ("LLC Agreement"). Under the terms of the LLC Agreement, Black Knight is authorized to manage the business of BKFS LLC, including the authority to enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. As a result of Black Knight being the primary beneficiary through our sole managing member interest and possessing the rights established in the LLC Agreement and in accordance with the requirements of ASC 810, Black Knight controls BKFS LLC and appropriately consolidates the operations thereof. We account for noncontrolling interests in accordance with ASC 810. Our Class A shareholders indirectly control BKFS LLC through our managing member interest. Our Class B shareholders have a noncontrolling interest in BKFS LLC. Their share of equity in BKFS LLC is reflected in Noncontrolling interests in our Condensed Consolidated Balance Sheets (Unaudited), and their share of net earnings or loss in BKFS LLC are reported in Net earnings attributable to noncontrolling interests in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). Net earnings attributable to noncontrolling interests do not include expenses incurred directly by Black Knight, including income tax expense attributable to Black Knight. All earnings prior to the closing of our initial public offering ("IPO") on May 26, 2015 have been disclosed as Net earnings attributable to noncontrolling interests. |
Transition and Integration Costs | Transition and integration costs during the three months ended March 31, 2015 represent management fees paid to FNF and Thomas H. Lee Partners, L.P. ("THL"), and costs related to the IPO. |
Recent Accounting Pronouncements | In April 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This guidance clarifies how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. Additionally, this update clarifies how to evaluate the nature of a promise in granting a license of intellectual property, which determines whether to recognize revenue over time or at a point in time. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted. The amendment allows companies to adopt using either a full retrospective or a modified retrospective approach. We are currently evaluating which transition approach to use and assessing the effect of the adoption of this ASU on our results of operations and our financial position. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . Under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies related to share-based awards in additional paid-in capital. Instead, income tax effects of awards will be recorded in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statements should be applied prospectively. Amendments related to minimum statutory withholding requirements and forfeitures should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The guidance is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, but all of the guidance must be adopted in the same period. While we are currently assessing the effect of this standard, we do not believe it will have a material effect on our results of operations or our financial position. Also in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This new standard requires companies to determine whether it is a principal (controls the promised good or service before transferring it to the customer) or an agent (arranges for another entity to provide the goods or services). Principals are required to recognize revenue equal to the gross amount of consideration exchanged for the promised good or service. Agents are required to recognize revenue net of any fees or commissions paid for arranging the promised good or service to be provided by another party. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted. The amendment allows companies to adopt using either a full retrospective or a modified retrospective approach. We are currently evaluating which transition approach to use and assessing the effect of the adoption of this ASU on our results of operations and our financial position. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents on the Condensed Consolidated Balance Sheets (Unaudited) include the following (in millions): March 31, 2016 December 31, 2015 Unrestricted: Cash $ 110.6 $ 52.3 Cash equivalents 4.2 130.1 Total unrestricted cash and cash equivalents 114.8 182.4 Restricted cash equivalents (1) 3.5 3.6 Total cash and cash equivalents $ 118.3 $ 186.0 _______________ (1) Restricted cash equivalents relate to our subsidiary, I-Net Reinsurance Limited, and are held in trust until the final reinsurance policy is canceled. |
Schedule of Depreciation and Amortization | Depreciation and amortization on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) include the following (in millions): Three months ended March 31, 2016 2015 Property and equipment $ 6.9 $ 7.3 Computer software 18.3 16.9 Other intangible assets 17.8 20.9 Deferred contract costs 5.2 0.8 Total $ 48.2 $ 45.9 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts): Three months ended March 31, 2016 Basic: Net earnings attributable to Black Knight $ 11.4 Shares used for basic net earnings per share: Weighted average shares of Class A common stock outstanding 65.8 Basic net earnings per share $ 0.17 Diluted: Consolidated earnings before income taxes (including loss from discontinued operations of $0.1) $ 39.2 Income tax expense excluding the effect of noncontrolling interests 13.9 Consolidated net earnings $ 25.3 Shares used for diluted net earnings per share: Weighted average shares of Class A common stock outstanding 65.8 Dilutive effect of unvested restricted shares of Class A common stock 2.0 Weighted average shares of Class B common stock outstanding 84.8 Weighted average shares of common stock, diluted 152.6 Diluted net earnings per share $ 0.17 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transaction [Line Items] | |
Schedule of related party items | A detail of related party items included in Revenues is as follows (in millions): Three months ended March 31, 2016 2015 Data and analytics services $ 10.4 $ 12.3 Servicing, origination and default technology services 6.0 4.5 Total related party revenues $ 16.4 $ 16.8 A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Three months ended March 31, 2016 2015 Data entry, indexing services and other operating expenses $ 2.3 $ 1.9 Corporate services operating expenses 2.3 2.2 Technology and corporate services expense reimbursement (0.8 ) (3.1 ) Total related party expenses, net $ 3.8 $ 1.0 |
FNF [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party items | A detail of the revenues and expenses from FNF is set forth in the table below (in millions): Three months ended March 31, 2016 2015 Revenues $ 16.4 $ 16.8 Operating expenses 3.4 0.6 Management fees (1) — 1.5 Interest expense 1.0 23.0 _______________ (1) Amounts are included in Transition and integration costs on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). |
THL [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party items | A detail of the revenues and expenses, net from THL is set forth in the table below (in millions): Three months ended March 31, 2016 2015 Operating expenses $ 0.4 $ 0.4 Management fees (1) — 0.8 Software and software-related purchases 0.9 0.2 _______________ (1) Amounts are included in Transition and integration costs on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | . Long-term debt consists of the following (in millions): March 31, 2016 December 31, 2015 Principal Debt issuance costs Premium (discount) Total Principal Debt issuance costs Premium (discount) Total Term A Loan $ 770.0 $ (8.8 ) $ — $ 761.2 $ 780.0 $ (9.4 ) $ — $ 770.6 Term B Loan 397.0 (3.8 ) (0.9 ) 392.3 398.0 (3.9 ) (0.9 ) 393.2 Revolving Credit Facility 50.0 (4.5 ) — 45.5 100.0 (4.8 ) — 95.2 Senior Notes, issued at par 390.0 — 12.2 402.2 390.0 — 12.5 402.5 Total long-term debt 1,607.0 (17.1 ) 11.3 1,601.2 1,668.0 (18.1 ) 11.6 1,661.5 Less: Current portion of long-term debt 44.0 (0.5 ) — 43.5 44.0 (0.5 ) — 43.5 Long-term debt, net of current portion $ 1,563.0 $ (16.6 ) $ 11.3 $ 1,557.7 $ 1,624.0 $ (17.6 ) $ 11.6 $ 1,618.0 |
Schedule of Maturities of Long-term Debt | Principal maturities as of March 31, 2016 for each of the next five years and thereafter are as follows (in millions): 2016 (remaining) $ 33.0 2017 64.0 2018 84.0 2019 104.0 2020 554.0 Thereafter 768.0 Total $ 1,607.0 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Restricted stock transactions in 2016 are as follows (shares in millions): Shares Weighted Averaged Grant Date Fair Value Balance December 31, 2015 3.9 * Granted 0.8 $ 28.29 Vested (1.5 ) * Balance March 31, 2016 3.2 * ______________________________ * The BKFS LLC profits interest units that were converted into restricted shares in connection with our IPO had a weighted average grant date fair value of $2.10 per unit. The fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. The original grant date fair value of the vested restricted shares, which were originally granted as profits interests units, was $2.01 per unit. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Segment Financial Information | As of and for the three months ended March 31, 2016 (in millions): Technology Data and Analytics Corporate and Other Total Revenues $ 200.1 $ 41.8 $ — $ 241.9 Operating expenses (1) 87.0 35.0 14.8 136.8 Depreciation and amortization 43.6 3.6 1.0 48.2 Operating income (loss) 69.5 3.2 (15.8 ) 56.9 Interest expense 0.2 — (17.0 ) (16.8 ) Other income (expense) 0.1 — (0.9 ) (0.8 ) Earnings (loss) from continuing operations before income taxes 69.8 3.2 (33.7 ) 39.3 Income tax expense 0.1 — 6.1 6.2 Earnings (loss) from continuing operations $ 69.7 $ 3.2 $ (39.8 ) $ 33.1 Balance sheet data: Total assets $ 3,115.7 $ 314.2 $ 203.6 $ 3,633.5 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 As of and for the three months ended March 31, 2015 (in millions): Technology Data and Analytics Corporate and Other Total Revenues $ 182.3 $ 44.8 $ 0.1 $ 227.2 Operating expenses (1) 84.3 37.0 11.9 133.2 Depreciation and amortization 41.5 3.4 1.0 45.9 Transition and integration costs — — 2.6 2.6 Operating income (loss) 56.5 4.4 (15.4 ) 45.5 Interest expense 0.2 — (31.0 ) (30.8 ) Earnings (loss) from continuing operations before income taxes 56.7 4.4 (46.4 ) 14.7 Income tax expense 0.1 — — 0.1 Earnings (loss) from continuing operations $ 56.6 $ 4.4 $ (46.4 ) $ 14.6 Balance sheet data: Total assets (2) $ 3,155.8 $ 314.9 $ 125.8 $ 3,596.5 Goodwill $ 2,050.7 $ 173.2 $ — $ 2,223.9 ______________________________ (1) Operating expenses within the "Corporate and Other" segment are primarily attributable to unallocated general and administrative expenses. |
Basis of Presentation - Cash an
Basis of Presentation - Cash and Cash Equivalents, Allowance for Doubtful Accounts and Accumulated Depreciation and Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 110.6 | $ 52.3 | ||
Cash equivalents | 4.2 | 130.1 | ||
Total unrestricted cash and cash equivalents | 114.8 | 182.4 | ||
Restricted cash equivalents | 3.5 | 3.6 | ||
Total cash and cash equivalents | 118.3 | $ 39.6 | 186 | $ 61.9 |
Allowance for Doubtful Accounts | ||||
Allowance for doubtful accounts | 2.1 | $ 2.5 | ||
Depreciation and Amortization | ||||
Property and equipment | 6.9 | 7.3 | ||
Computer software | 18.3 | 16.9 | ||
Other intangible assets | 17.8 | 20.9 | ||
Deferred contract costs | 5.2 | 0.8 | ||
Total | $ 48.2 | $ 45.9 |
Earnings Per Share - Additional
Earnings Per Share - Additional Disclosures (Details) | 3 Months Ended | |
Mar. 31, 2016shares | Dec. 31, 2015shares | |
Class of Stock [Line Items] | ||
Conversion of Units to Shares, Ratio | 1 | |
Expected Effective Income Tax Rate Reconciliation, Percent | 35.40% | |
Common stock, shares outstanding | 153,900,000 | 153,100,000 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Basic (in shares) | 65,800,000 | |
Dilutive effect of unvested restricted shares of Class A common stock | 2,000,000 | |
Common stock, shares outstanding | 69,103,465 | 68,303,680 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Basic (in shares) | 84,800,000 | |
Common stock, shares outstanding | 84,826,282 | 84,826,282 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Basic: | ||
Net earnings attributable to Black Knight | $ 11.4 | $ 0 |
Diluted: | ||
Consolidated earnings before income taxes (including loss from discontinued operations of $0.1) | 39.2 | |
Shares used for diluted net earnings per share: | ||
Income Tax Expense (Benefit), Excluding Tax Effect, Noncontrolling Interest Income (Loss) | 13.9 | |
Income tax expense | 6.2 | $ 0.1 |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 25.3 | |
Common Class A [Member] | ||
Basic: | ||
Weighted average shares of Class A common stock outstanding | 65.8 | |
Basic net earnings per share (in dollars per share) | $ 0.17 | |
Shares used for diluted net earnings per share: | ||
Weighted average shares of Class A common stock outstanding | 65.8 | |
Dilutive effect of unvested restricted shares of Class A common stock | 2 | |
Weighted average shares of common stock, diluted | 152.6 | |
Diluted net earnings per share (in dollars per share) | $ 0.17 | |
Common Class B [Member] | ||
Basic: | ||
Weighted average shares of Class A common stock outstanding | 84.8 | |
Shares used for diluted net earnings per share: | ||
Weighted average shares of Class A common stock outstanding | 84.8 |
Related Party Transactions - O
Related Party Transactions - Ownership Interests in Black Knight (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Common Stock, Percent Of Total Common Stock, Outstanding | 100.00% | 100.00% |
Common stock, shares outstanding | 153,900,000 | 153,100,000 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Percent Of Total Common Stock, Outstanding | 44.90% | 44.60% |
Common stock, shares outstanding | 69,103,465 | 68,303,680 |
Common Class A [Member] | THL and its affiliates [Member] | ||
Class of Stock [Line Items] | ||
Noncontrolling interest, shares owned by noncontrolling owners | 39,300,000 | 39,300,000 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.50% | 25.70% |
Common Class A [Member] | Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Noncontrolling interest, shares owned by noncontrolling owners | 3,200,000 | 3,900,000 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.10% | 2.50% |
Common Class A [Member] | Other owners of class A common stock [Member] | ||
Class of Stock [Line Items] | ||
Noncontrolling interest, shares owned by noncontrolling owners | 26,600,000 | 25,100,000 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 17.30% | 16.40% |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Percent Of Total Common Stock, Outstanding | 55.10% | 55.40% |
Common stock, shares outstanding | 84,826,282 | 84,826,282 |
Common Class B [Member] | THL and its affiliates [Member] | ||
Class of Stock [Line Items] | ||
Noncontrolling interest, shares owned by noncontrolling owners | 1,500,000 | 1,500,000 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 1.00% | 1.00% |
Common Class B [Member] | FNF subsidiaries [Member] | ||
Class of Stock [Line Items] | ||
Noncontrolling interest, shares owned by noncontrolling owners | 83,300,000 | 83,300,000 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 54.10% | 54.40% |
Related Party Transactions - Se
Related Party Transactions - ServiceLink (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||
Related party revenues | $ 16.4 | $ 16.8 |
Related party expenses, net | $ 3.8 | $ 1 |
Related Party Transactions - FN
Related Party Transactions - FNF (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Related party revenues | $ 16,400,000 | $ 16,800,000 | ||
Related party expenses, net | 3,800,000 | 1,000,000 | ||
FNF [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party revenues | $ 16,400,000 | 16,800,000 | ||
Related party interest expense | 1,000,000 | 23,000,000 | ||
FNF [Member] | Intercompany Notes and Mirror Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party notes | 0 | $ 0 | ||
FNF [Member] | Medium-term Notes [Member] | Term Loan B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party notes | $ 49,600,000 | $ 49,600,000 | ||
FNF [Member] | Senior Notes [Member] | 5.75% Senior Notes [Member] | Guarantee Fee from May 26, 2015 - October 2017 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Guarantee fee, percent of outstanding principal | 1.00% | |||
Guarantee Fee | $ 1,000,000 | |||
FNF [Member] | Senior Notes [Member] | 5.75% Senior Notes [Member] | Guarantee Fee after October 2017 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Guarantee fee, percent of outstanding principal | 2.00% | |||
FNF [Member] | Operating Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | 3,400,000 | 600,000 | ||
FNF [Member] | Management Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 0 | $ 1,500,000 | ||
FNF [Member] | Interest Expense and Guarantee Fee [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 23,000,000 |
Related Party Transactions - TH
Related Party Transactions - THL (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)director | |
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 3.8 | $ 1 | |
THL [Member] | |||
Related Party Transaction [Line Items] | |||
Number of related party directors serving on Board of Managers | director | 2 | ||
Purchases from related party | 0.9 | 0.2 | |
THL [Member] | Medium-term Notes [Member] | Term Loan B [Member] | |||
Related Party Transaction [Line Items] | |||
Related party notes | 39.7 | $ 39.7 | |
THL [Member] | Operating Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 0.4 | 0.4 | |
THL [Member] | Management Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 0 | $ 0.8 |
Related Party Transactions - Re
Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||
Related party revenues | $ 16.4 | $ 16.8 |
Data and Analytics Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party revenues | 10.4 | 12.3 |
Servicing, Origination and Default Technology [Member] | ||
Related Party Transaction [Line Items] | ||
Related party revenues | $ 6 | $ 4.5 |
Related Party Transactions - 30
Related Party Transactions - Related Party Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Related party expenses, net | $ 3.8 | $ 1 | ||
Prepaid expense, current | $ 0.7 | $ 0.2 | ||
Data Entry, Indexing Services, and Other Operating Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | 2.3 | 1.9 | ||
Corporate Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses, net | 2.3 | 2.2 | ||
Technology and Corporate Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, reimbursements from transactions with related party | $ (0.8) | $ (3.1) |
Long-Term Debt - Long-term Deb
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 1,607 | $ 1,668 | ||
Less: Current portion of long-term debt, net of debt issuance costs of $0.6 as of June 30, 2015 | 44 | 44 | ||
Long-term debt, net of current portion | 1,563 | 1,624 | ||
Issuance costs | (17.1) | (18.1) | ||
Issuance costs, current | (0.5) | (0.5) | $ (0.6) | |
Debt Instrument, Unamortized Discount (Premium), Net | 11.3 | 11.6 | ||
Total | 1,601.2 | 1,661.5 | 1,607 | |
Long-term Debt, Current Maturities | 43.5 | 43.5 | ||
Deferred Finance Costs, Noncurrent, Net | (16.6) | (17.6) | ||
Long-term Debt, Excluding Current Maturities | 1,557.7 | 1,618 | ||
Medium-term Notes [Member] | Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 770 | 780 | ||
Issuance costs | (8.8) | (9.4) | ||
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 0 | ||
Total | 761.2 | 770.6 | ||
Medium-term Notes [Member] | Term Loan A Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Issuance costs | (10.5) | |||
Medium-term Notes [Member] | Term Loan B Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Issuance costs | (4.1) | |||
Original issue discount | 1 | |||
Medium-term Notes [Member] | Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 397 | 398 | ||
Issuance costs | (3.8) | (3.9) | ||
Debt Instrument, Unamortized Discount (Premium), Net | (0.9) | (0.9) | ||
Total | 392.3 | 393.2 | ||
Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 50 | 100 | ||
Issuance costs | (4.5) | (4.8) | (5.2) | |
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 0 | ||
Total | 45.5 | 95.2 | ||
Senior Notes [Member] | 5.75% Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 390 | 390 | ||
Issuance costs | 0 | 0 | ||
Bond premium | $ 12.9 | $ 21.2 | ||
Debt Instrument, Unamortized Discount (Premium), Net | 12.2 | 12.5 | ||
Total | $ 402.2 | $ 402.5 |
Long-Term Debt - Schedule of M
Long-Term Debt - Schedule of Maturities (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Debt Disclosure [Abstract] | |||
2,015 | $ 33 | ||
2,016 | 64 | ||
2,017 | 84 | ||
2,018 | 104 | ||
2,019 | 554 | ||
Thereafter | 768 | ||
Total | $ 1,601.2 | $ 1,661.5 | $ 1,607 |
Issuance costs | 17.1 | 18.1 | |
Unamortized discount (premium), net | $ (11.3) | $ (11.6) |
Long-Term Debt - Credit Agreem
Long-Term Debt - Credit Agreement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | May. 27, 2015 | |
Medium-term Notes [Member] | Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate at period end | 2.44% | |
Principal amount of debt | $ 800,000,000 | |
Medium-term Notes [Member] | Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate at period end | 3.75% | |
Principal amount of debt | 400,000,000 | |
Medium-term Notes [Member] | Term Loan B [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 30000.00% | |
Variable rate, floor | 7500.00% | |
Term Loan and Revolving Credit Facility [Member] | Term Loan A [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 20000.00% | |
Revolving Credit Facility [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 400,000,000 | |
Amount unused on the Revolving Credit Facility | $ 350,000,000 | |
Unused commitment fee | 3000.00% | |
Interest rate at period end | 2.44% | |
Repayments of Lines of Credit | $ 50,000,000 |
Long-Term Debt - Senior Notes
Long-Term Debt - Senior Notes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Amortization of debt premium | $ (0.7) | $ 0.5 | |||
Senior Notes [Member] | 5.75% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 5.75% | ||||
Redemption price in the event of a change in control | 101.00% | ||||
Unamortized premium | $ 12.9 | $ 21.2 | |||
Senior Notes [Member] | 5.75% Senior Notes [Member] | Interest Expense [Member] | |||||
Debt Instrument [Line Items] | |||||
Amortization of debt premium | $ 0.5 | ||||
Senior Notes [Member] | 5.75% Senior Notes [Member] | FNF [Member] | Guarantee Fee from May 26, 2015 - October 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Guarantee fee, percent of outstanding principal | 1.00% | ||||
Senior Notes [Member] | 5.75% Senior Notes [Member] | FNF [Member] | Guarantee Fee after October 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Guarantee fee, percent of outstanding principal | 2.00% | ||||
Debt Instrument, Redemption, Period One [Member] | Senior Notes [Member] | 5.75% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption price | 102.875% | ||||
Debt Instrument, Redemption, Period Two [Member] | Senior Notes [Member] | 5.75% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption price | 101.92% | ||||
Debt Instrument, Redemption, Period Three [Member] | Senior Notes [Member] | 5.75% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption price | 100.96% | ||||
Debt Instrument, Redemption, Period Four [Member] | Senior Notes [Member] | 5.75% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption price | 100.00% |
Long-Term Debt - Fair Value of
Long-Term Debt - Fair Value of Long-Term Debt (Details) - Senior Notes [Member] - 5.75% Senior Notes [Member] - Level 2 [Member] $ in Millions | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |
Fair value of debt | $ 403.7 |
Fair value of debt, percent over carrying value | 103.50% |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Jan. 20, 2016 | |
Derivative [Line Items] | ||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 1,700,000 | |
Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 400,000,000 | |
Derivative, Notional Amount Per Derivative Instrument | $ 200,000,000 | |
Derivative, Average Fixed Interest Rate | 1.01% | |
Derivative, Gain (Loss) on Derivative, Net | $ (2,400,000) | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 2,000,000 | |
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 0.44% |
Long-Term Debt - Swap Agreemen
Long-Term Debt - Swap Agreements in the Balance Sheets (Unaudited) (Details) - Interest Rate Swap [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 2.4 | |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0.4 | |
Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 2 | $ 0 |
Long-Term Debt - Derivative Ins
Long-Term Debt - Derivative Instruments Recognized in AOCI (Details) - Interest Rate Swap [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 2.4 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 0.4 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate (as a percent) | 15.80% |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 06, 2014 | Dec. 16, 2013 | Sep. 30, 2011 | Mar. 31, 2016 | Sep. 18, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | ||||||||
Legal and regulatory accrual | $ 6.9 | $ 8 | ||||||
Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of shares held in dispute | 5,682,276 | |||||||
Loss Contingency, Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration, Percent | 36.00% | |||||||
Business Acquisition, Share Price | $ 37.14 | |||||||
Loss Contingency, Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration | $ 75 | |||||||
Post Judgment Statutory Interest Expense | $ 13.3 | |||||||
TCF National Bank v. Market Intelligence, Inc., Fidelity National Information Services, Inc. LSI Appraisal, LLC and Lender Processing Services, Inc. [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 3.3 | |||||||
TCF National Bank v. Market Intelligence, Inc., Fidelity National Information Services, Inc. LSI Appraisal, LLC and Lender Processing Services, Inc. [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 15 | $ 18.5 | ||||||
BKFS Operating LLC [Member] | Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Interest paid | $ 9 | |||||||
Merion Capital LP and Merion Capital II, LP [Member] | Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss Contingency, Business Acquisition, Appraisal Share Price | $ 50.46 |
Equity-Based Compensation - Ad
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 03, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.10 | ||
Allocated Share-based Compensation Expense | $ 2.7 | $ 1.8 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 33.9 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 1 month 6 days | ||
Restricted Stock [Member] | Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 799,750 | 800,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 28.29 | $ 28.29 | |
Share-based Compensation Award, Tranche One [Member] | Restricted Stock [Member] | Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 247,439 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 552,311 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Equity-Based Compensation - Re
Equity-Based Compensation - Restricted Stock Transactions (Details) - $ / shares | Feb. 03, 2016 | May. 20, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 1 month 6 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.10 | |||
Restricted Stock [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 3,200,000 | 3,900,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 799,750 | 800,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 28.29 | $ 28.29 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Converted, Weighted Average Grant Date Fair Value | $ 24.50 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,500,000 | |||
BKLS LLC Profit Interests Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 2.01 |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 241.9 | $ 227.2 | |
Operating expenses | 136.8 | 133.2 | |
Depreciation and amortization | 48.2 | 45.9 | |
Transition and integration costs | 0 | 2.6 | |
Operating income | 56.9 | 45.5 | |
Interest expense | (16.8) | (30.8) | |
Other income (expense) | (17.6) | (30.8) | |
Other expense, net | (0.8) | 0 | |
Earnings (loss) from continuing operations before income taxes | 39.3 | 14.7 | |
Income tax expense | 6.2 | 0.1 | |
Net earnings from continuing operations | 33.1 | 14.6 | |
Balance sheet data: | |||
Total assets | 3,633.5 | 3,596.5 | $ 3,703.7 |
Goodwill | 2,223.9 | 2,223.9 | $ 2,223.9 |
Operating Segments [Member] | Technology Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 200.1 | 182.3 | |
Operating expenses | 87 | 84.3 | |
Depreciation and amortization | 43.6 | 41.5 | |
Transition and integration costs | 0 | ||
Operating income | 69.5 | 56.5 | |
Interest expense | 0.2 | 0.2 | |
Other income (expense) | 0.1 | ||
Earnings (loss) from continuing operations before income taxes | 69.8 | 56.7 | |
Income tax expense | 0.1 | 0.1 | |
Net earnings from continuing operations | 69.7 | 56.6 | |
Balance sheet data: | |||
Total assets | 3,115.7 | 3,155.8 | |
Goodwill | 2,050.7 | 2,050.7 | |
Operating Segments [Member] | Data and Analytics Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 41.8 | 44.8 | |
Operating expenses | 35 | 37 | |
Depreciation and amortization | 3.6 | 3.4 | |
Transition and integration costs | 0 | ||
Operating income | 3.2 | 4.4 | |
Interest expense | 0 | 0 | |
Other income (expense) | 0 | ||
Earnings (loss) from continuing operations before income taxes | 3.2 | 4.4 | |
Income tax expense | 0 | 0 | |
Net earnings from continuing operations | 3.2 | 4.4 | |
Balance sheet data: | |||
Total assets | 314.2 | 314.9 | |
Goodwill | 173.2 | 173.2 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0.1 | |
Operating expenses | 14.8 | 11.9 | |
Depreciation and amortization | 1 | 1 | |
Transition and integration costs | 2.6 | ||
Operating income | (15.8) | (15.4) | |
Interest expense | (17) | (31) | |
Other income (expense) | (0.9) | ||
Earnings (loss) from continuing operations before income taxes | (33.7) | (46.4) | |
Income tax expense | 6.1 | 0 | |
Net earnings from continuing operations | (39.8) | (46.4) | |
Balance sheet data: | |||
Total assets | 203.6 | 125.8 | |
Goodwill | $ 0 | $ 0 |