Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 27, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Entity Incorporation, State or Country Code | DE | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Document Type | 10-K | ||
Contained File Information, File Number | 001-37394 | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Black Knight, Inc. | ||
Entity Central Index Key | 0001627014 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 150,011,817 | ||
Entity Public Float | $ 8,563,073,578 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
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 | ||
Trading Symbol | BKI | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference | The information in Part III hereof is incorporated by reference to certain information from the registrant's definitive proxy statement for the 2019 annual meeting of shareholders. The registrant intends to file the proxy statement within 120 days after the close of the fiscal year that is the subject of this Report. | ||
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 15.4 | $ 20.3 |
Trade receivables, net | 175.1 | 172.3 |
Prepaid expenses and other current assets | 64.8 | 67.3 |
Receivables from related parties | 0.2 | 6.2 |
Total current assets | 255.5 | 266.1 |
Property and equipment, net | 176.9 | 177.1 |
Computer software, net | 406 | 405.6 |
Other intangible assets, net | 150 | 188 |
Goodwill | 2,361.4 | 2,329.7 |
Investments in unconsolidated affiliates | 294.9 | 3.8 |
Deferred contract costs, net | 159.3 | 161.3 |
Other non-current assets | 158.8 | 121.8 |
Total assets | 3,962.8 | 3,653.4 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 65.3 | 67.8 |
Accrued compensation and benefits | 65.5 | 65.8 |
Current portion of debt | 79.1 | 52.5 |
Deferred revenues | 50.9 | 52.9 |
Total current liabilities | 260.8 | 239 |
Deferred revenues | 98 | 106.8 |
Deferred income taxes | 185.3 | 220.9 |
Long-term debt, net of current portion | 1,465.1 | 1,284.2 |
Other non-current liabilities | 55.1 | 16 |
Total liabilities | 2,064.3 | 1,866.9 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Common stock; $0.0001 par value; 550,000,000 shares authorized; 153,062,920 shares issued and 149,697,754 shares outstanding as of December 31, 2019, and 153,241,851 shares issued and 149,358,973 shares outstanding as of December 31, 2018 | 0 | 0 |
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2019 and 2018 | 0 | 0 |
Additional paid-in capital | 1,586.8 | 1,585.8 |
Retained earnings (accumulated deficit) | 490.6 | 381.1 |
Accumulated other comprehensive (loss) earnings | (20.2) | 0.3 |
Treasury stock, at cost, 3,365,166 shares as of December 31, 2019 and 3,882,878 shares as of December 31, 2018 | (158.7) | (180.7) |
Total equity | 1,898.5 | 1,786.5 |
Total liabilities and equity | $ 3,962.8 | $ 3,653.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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) | 153,062,920 | 153,241,851 |
Common stock, shares outstanding (in shares) | 149,697,754 | 149,358,973 |
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) | 3,365,166 | 3,882,878 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Earnings - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | ||||
Revenues | $ 1,177.2 | $ 1,114 | $ 1,051.6 | |
Expenses: | ||||
Operating expenses | 646 | 625.4 | 569.5 | |
Depreciation and amortization | 236.2 | 217 | 206.5 | |
Transition and integration costs | 5.4 | 6.6 | 13.1 | |
Total expenses | 887.6 | 849 | 789.1 | |
Operating income | 289.6 | 265 | 262.5 | |
Other income and expense: | ||||
Interest expense, net | (63.5) | (51.7) | (57.5) | |
Other expense, net | (1.4) | (7.1) | (12.6) | |
Total other expense, net | (64.9) | (58.8) | (70.1) | |
Earnings before income taxes and equity in losses of unconsolidated affiliates | 224.7 | 206.2 | 192.4 | |
Income tax expense (benefit) | 41.9 | 37.7 | (61.8) | |
Earnings before equity in losses of unconsolidated affiliates | 182.8 | 168.5 | 254.2 | |
Equity in losses of unconsolidated affiliates, net of tax | (74) | 0 | 0 | |
Net earnings | 108.8 | 168.5 | 254.2 | |
Less: Net earnings attributable to noncontrolling interests | 0 | 0 | 71.9 | |
Net earnings attributable to Black Knight | 108.8 | 168.5 | 182.3 | |
Other comprehensive (loss) earnings: | ||||
Unrealized holding (losses) gains, net of tax(1) | [1] | (18) | (0.7) | 3.7 |
Reclassification adjustments for losses included in net earnings, net of tax | [2] | 0 | (2.7) | 0.4 |
Total unrealized losses on interest rate swaps, net of tax | (18) | (3.4) | 4.1 | |
Foreign currency translation adjustment, net of tax(3) | (0.1) | (0.2) | 0 | |
Unrealized losses on investments in unconsolidated affiliates(4) | (3.4) | 0 | 0 | |
Other comprehensive (loss) earnings | (21.5) | (3.6) | 4.1 | |
Comprehensive earnings attributable to noncontrolling interests | 0 | 0 | 74.1 | |
Comprehensive earnings | $ 87.3 | $ 164.9 | $ 260.5 | |
Net earnings per share attributable to Black Knight common shareholders: | ||||
Basic (in dollars per share) | $ 0.74 | $ 1.14 | $ 2.06 | |
Diluted (in dollars per share) | $ 0.73 | $ 1.14 | $ 1.47 | |
Weighted average shares of Class A common stock outstanding | ||||
Basic (in shares) | 147.7 | 147.6 | 88.7 | |
Diluted (in shares) | 148.6 | 148.2 | 152.4 | |
[1] | Net of income tax benefit of $6.1 million and $0.2 million for the years ended December 31, 2019 and 2018 , respectively, and income tax expense of $2.1 million for the year ended December 31, | |||
[2] | Amounts reclassified to net earnings relate to (gains) losses on interest rate swaps and are included in Interest expense, net above. Amounts are net of income tax benefit of $1.0 million and income tax expense of $0.3 million for the years ended December 31, 2018 and 2017, respectively. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Earnings Consolidated Statements of Operations and Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Derivatives qualifying as hedges, tax expense (benefit) | $ (6.1) | $ (0.2) | $ 2.1 |
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) | (1) | $ 0.3 | |
Foreign currency translation adjustment, tax | 0.1 | $ 0.1 | |
Unrealized losses on investments in unconsolidated affiliates, tax | $ (1.1) |
Consolidated and Combined State
Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | Common Class A | Accumulated deficit/retained earnings | Accumulated other comprehensive loss | Treasury Stock [Member] | Common stock | Additional paid-in capital | Noncontrolling interests | Black Knight Financial Services, Inc.Common stockCommon Class A | Black Knight Financial Services, Inc.Common stockCommon Class B |
Beginning balance at Dec. 31, 2016 | $ 1,939.4 | $ 65.7 | $ (0.8) | $ 810.8 | $ 1,063.7 | |||||
Beginning balance (shares) at Dec. 31, 2016 | 0 | 69.1 | 84.8 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (in shares) | 1 | |||||||||
Equity based compensation expense | 18.7 | 18.7 | ||||||||
Unrealized gains on interest rate swaps, net | 6.3 | 4.1 | 2.2 | |||||||
Tax distributions to members | (75.3) | (75.3) | ||||||||
Forfeitures of restricted shares of Class A common stock (shares) | (0.1) | |||||||||
Exchange of Class B common stock for Class A common stock | 0.2 | (0.2) | ||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | (0.1) | ||||||||
Tax withholding payments for restricted share vesting | (6.1) | (6.1) | ||||||||
Purchases of treasury stock (share) | 3.2 | |||||||||
Purchases of treasury stock | (136.7) | $ (136.7) | ||||||||
Distribution of FNF's ownership interest and related transactions | (291.7) | (46.6) | 0.6 | $ 46.6 | 770.2 | (1,062.5) | ||||
Distribution of FNF's ownership interest and related transactions (shares) | (1.2) | 153.5 | (70.1) | (84.6) | ||||||
Net earnings | 254.2 | 182.3 | 71.9 | |||||||
Ending balance at Dec. 31, 2017 | 1,708.8 | 201.4 | 3.9 | $ (90.1) | 1,593.6 | 0 | ||||
Ending balance (shares) at Dec. 31, 2017 | 2 | 153.4 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment, net of tax(3) | 0 | |||||||||
Unrealized losses on investments in unconsolidated affiliates(4) | 0 | |||||||||
Beginning balance at Dec. 31, 2016 | 1,939.4 | 65.7 | (0.8) | 810.8 | 1,063.7 | |||||
Beginning balance (shares) at Dec. 31, 2016 | 0 | 69.1 | 84.8 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Purchases of treasury stock (share) | 1.2 | |||||||||
Purchases of treasury stock | (290.1) | |||||||||
Ending balance at Dec. 31, 2019 | 1,898.5 | 490.6 | (20.2) | $ (158.7) | 1,586.8 | |||||
Ending balance (shares) at Dec. 31, 2019 | 3.4 | 153.1 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
After-tax adjustment | 11.2 | 11.2 | ||||||||
Adjusted balance | 1,720 | 212.6 | 3.9 | $ (90.1) | 1,593.6 | |||||
Beginning balance at Dec. 31, 2017 | 1,708.8 | 201.4 | 3.9 | $ (90.1) | 1,593.6 | 0 | ||||
Beginning balance (shares) at Dec. 31, 2017 | 2 | 153.4 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Grant of restricted shares of common stock | $ 52.2 | (52.2) | ||||||||
Forfeitures of restricted shares of common stock | $ (0.6) | 0.6 | ||||||||
Issuance of restricted shares of Class A common stock (shares) | (1.1) | |||||||||
Equity based compensation expense | 50.7 | 50.7 | ||||||||
Unrealized gains on interest rate swaps, net | (3.4) | (3.4) | 0 | |||||||
Tax withholding payments for restricted share vesting (shares) | (0.2) | |||||||||
Tax withholding payments for restricted share vesting | (9.4) | $ 0 | (9.4) | |||||||
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition | $ (0.7) | 0.7 | ||||||||
Purchases of treasury stock (share) | 0 | 3 | ||||||||
Purchases of treasury stock | (141.5) | $ (141.5) | ||||||||
Net earnings | 168.5 | 168.5 | 0 | |||||||
Foreign currency translation adjustment, net of tax(3) | (0.2) | (0.2) | ||||||||
Adjustments To Additional Paid In Capital Tax Distribution | 1.8 | 1.8 | ||||||||
Ending balance at Dec. 31, 2018 | 1,786.5 | 381.1 | 0.3 | $ (180.7) | 1,585.8 | $ 0 | ||||
Ending balance (shares) at Dec. 31, 2018 | 3.9 | 153.2 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment, net of tax(3) | (0.2) | |||||||||
Unrealized losses on investments in unconsolidated affiliates(4) | 0 | |||||||||
After-tax adjustment | (1) | 1 | ||||||||
Adjusted balance | 1,786.5 | 380.1 | 1.3 | $ (180.7) | 1,585.8 | |||||
Forfeitures of restricted shares of common stock | $ (3.1) | 3.1 | ||||||||
Equity based compensation expense | 50.8 | 50.8 | ||||||||
Unrealized gains on interest rate swaps, net | $ (18) | (18) | ||||||||
Forfeitures of restricted shares of Class A common stock (shares) | (0.1) | |||||||||
Tax withholding payments for restricted share vesting (shares) | (0.1) | |||||||||
Tax withholding payments for restricted share vesting | $ (15.9) | (15.9) | ||||||||
Purchases of treasury stock (share) | 0 | 0.2 | ||||||||
Purchases of treasury stock | (11.9) | $ (11.9) | ||||||||
Net earnings | 108.8 | 108.8 | ||||||||
Ending balance at Dec. 31, 2019 | 1,898.5 | 490.6 | (20.2) | $ (158.7) | 1,586.8 | |||||
Ending balance (shares) at Dec. 31, 2019 | 3.4 | 153.1 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment, net of tax(3) | (0.1) | (0.1) | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture | $ 43.7 | (43.7) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | (0.9) | |||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ (6.7) | $ 6.7 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 0.1 | |||||||||
Adjustments To Retained Earnings, Share-based Compensation Expense, Unconsolidated Affiliates | 1.7 | $ 1.7 | ||||||||
Unrealized losses on investments in unconsolidated affiliates(4) | $ (3.4) | $ (3.4) |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net earnings | $ 108.8 | $ 168.5 | $ 254.2 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 236.2 | 217 | 206.5 |
Amortization of debt issuance costs, bond premium and original issue discount | 2.9 | 3.1 | 3.5 |
Loss on extinguishment of debt, net | 0 | 5.8 | 12.6 |
Deferred income taxes, net | (3.7) | (7.5) | (78.4) |
Equity in losses on unconsolidated affiliates, net of tax | 74 | 0 | 0 |
Equity-based compensation | 50.8 | 50.9 | 18.9 |
Changes in assets and liabilities, net of acquired assets and liabilities: | |||
Trade and other receivables, including receivables from related parties | 7.4 | 44.5 | (52.5) |
Prepaid expenses and other assets | (0.9) | (41.5) | 1.7 |
Deferred revenues | (40.9) | (44.8) | (48.5) |
Deferred contract costs | (15.6) | (6.4) | 35.6 |
Trade accounts payable and other liabilities | (40.7) | 45.9 | (2.5) |
Net cash provided by operating activities | 378.3 | 435.5 | 351.1 |
Cash flows from investing activities: | |||
Additions to property and equipment | (22.4) | (30) | (27.4) |
Additions to computer software | (81.5) | (73.1) | (53.3) |
Business acquisitions, net of cash acquired | (52.8) | (43.4) | 0 |
Investments in unconsolidated affiliate | (392.6) | 0 | (4) |
Other investing activities | (1.7) | 2.4 | 0 |
Net cash used in investing activities | (551) | (144.1) | (84.7) |
Cash flows from financing activities: | |||
Revolver borrowings | 876 | 676.9 | 180 |
Revolver payments | (648.5) | (649.4) | (175) |
Term loan borrowings | 0 | 258.6 | 300 |
Term loan payments | (31.3) | (418.5) | (39.8) |
Purchases of treasury stock | (11.9) | (141.5) | (136.7) |
Senior Notes redemption | 0 | 0 | (390) |
Senior Notes redemption fee | 0 | 0 | (18.8) |
Distributions to members | 0 | 0 | (75.3) |
Receipt from finalization of tax distribution | 0 | 1.8 | 0 |
Finance lease payments | 0 | 0 | (13.8) |
Tax withholding payments for restricted share vesting | (15.9) | (9.4) | (6.1) |
Debt issuance costs | 0 | (5.8) | (8.6) |
Other financing activities | (0.6) | 0 | 0 |
Net cash provided by (used in) financing activities | 167.8 | (287.3) | (384.1) |
Net (decrease) increase in cash and cash equivalents | (4.9) | 4.1 | (117.7) |
Cash and cash equivalents, beginning of period | 20.3 | 16.2 | 133.9 |
Cash and cash equivalents, end of period | $ 15.4 | $ 20.3 | $ 16.2 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Cash Flows Consolidated and Combined Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental cash flow information: | |||
Interest paid, net | $ (59.9) | $ (48) | $ (56.7) |
Income taxes paid, net | $ (51.6) | $ (32.8) | $ (15.7) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated. As a result of the Distribution and the THL Interest Exchange on September 29, 2017 (each as defined below), Black Knight, Inc. became the new public company and owns 100% of BKFS; therefore, we no longer have any noncontrolling interests as of September 30, 2017. Our underlying business remained the same and, for this reason, we did not have a change in reporting entity in accordance with GAAP. The periods presented represent the consolidated financial position, results of operations and cash flows of: (1) BKI from September 30, 2017, the day subsequent to the Distribution, through December 31, 2019 ; and (2) BKFS prior to the Distribution. 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. BKFS was incorporated in the State of Delaware on October 27, 2014, and BKI was incorporated in the State of Delaware on February 3, 2017. Reporting Segments We conduct our operations through two reporting segments, (1) Software Solutions and (2) Data and Analytics. See further discussion in Note 21 — Segment Information . Distribution of FNF's Ownership Interest and Related Transactions On September 29, 2017, we completed a tax-free plan whereby Fidelity National Financial, Inc. and its subsidiaries ("FNF") distributed all 83.3 million shares of BKFS Class B common stock that it owned to FNF Group shareholders through a series of transactions (the "Distribution"). Each outstanding share of BKFS Class A common stock, par value $0.0001 per share ("Class A common stock") (other than shares owned by BKFS) was exchanged for one share of Black Knight, Inc. common stock. Shares of BKFS Class A common stock owned by BKFS, otherwise referred to as treasury stock, immediately prior to the BKFS merger were canceled for no consideration. Black Knight, Inc. is the public company following the completion of the Distribution. Shares of Black Knight, Inc. common stock are listed on the New York Stock Exchange under the trading symbol “BKI”, and began trading on October 2, 2017. Under the organizational documents of Black Knight, Inc., the rights of the holders of shares of Black Knight, Inc. common stock are substantially the same as the rights of former holders of BKFS Class A common stock. On June 8, 2017, Black Knight, Inc., BKFS and certain affiliates of Thomas H. Lee Partners, L.P. ("THL") entered into an interest exchange agreement (the "THL Interest Exchange"). Immediately following the completion of the Distribution, affiliates of THL contributed to Black Knight, Inc. all of their BKFS Class B common stock and all of their membership interests in Black Knight Financial Services, LLC ("BKFS LLC") in exchange for a number of shares of Black Knight, Inc. common stock equal to the number of shares of BKFS Class B common stock contributed. Following the completion of the Distribution and the THL Interest Exchange, the shares of BKFS Class B common stock were canceled. For additional details of the primary effects of the Distribution, the THL Interest Exchange and other related transactions, see Note 2 — Significant Accounting Policies and Note 19 — Income Taxes. Share Repurchase Program On January 31, 2017, our Board of Directors approved a three -year share repurchase program, effective February 3, 2017, authorizing us to repurchase up to 10.0 million shares of BKFS Class A common stock through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. In connection with the Distribution, our Board of Directors approved a share repurchase program authorizing the repurchase of shares of Black Knight, Inc. common stock consistent with the previous share repurchase program. A summary of share repurchases under our share repurchase program is as follows (in millions, except for per share amounts): Year Total number of shares repurchased Aggregate purchase price Average price paid per share Shares remaining under repurchase authorization as of December 31, BKI BKFS Class A 2017 2.0 1.2 $ 136.7 $ 42.87 6.8 2018 3.0 — 141.5 47.15 3.8 2019 0.2 — 11.9 57.94 3.6 Total 5.2 1.2 $ 290.1 $ 45.36 Refer to Note 6 — Related Party Transactions for additional information related to the repurchase of shares of BKI common stock in 2018 and 2017. 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. Reclassification Certain reclassifications have been made to the prior year amounts to conform to the classifications used in 2019. Investments in unconsolidated affiliates and Deferred contract costs, net were previously included in Other non-current assets in our Consolidated Balance Sheets. Revolver payments and Term loan payments were previously combined in Debt repayments in our Consolidated Statements of Cash Flows. Revolver borrowings and Term loan borrowings were previously combined in Borrowings in our Consolidated Statements of Cash Flows. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The following describes our significant accounting policies that have been followed in preparing the accompanying consolidated financial statements. Principles of Consolidation Prior to the Distribution, BKFS LLC was subject to the consolidation guidance related to variable interest entities as set forth in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"). As the sole managing member of BKFS LLC, we had the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of the limited liability company agreement ("LLC Agreement"). Under the terms of the LLC Agreement, we were authorized to manage the business of BKFS LLC, including the authority to enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. Because we were the primary beneficiary through our sole managing member interest and possessed the rights established in the LLC Agreement, in accordance with the requirements of ASC 810, we controlled BKFS LLC and appropriately consolidated the operations thereof. We accounted for noncontrolling interests in accordance with ASC 810 prior to the Distribution. Noncontrolling interests represented Black Knight Holdings, Inc. ("BKHI"), a wholly-owned subsidiary of FNF, and certain of its affiliates' and THL and certain THL affiliates ("THL Affiliates")' share of net earnings or loss and of equity in BKFS LLC. BKFS Class A shareholders indirectly controlled BKFS LLC through our managing member interest. BKFS Class B shareholders had a noncontrolling interest in BKFS LLC. Their share of net earnings or loss in BKFS LLC is reported in Net earnings attributable to noncontrolling interests in our Consolidated Statements of Earnings and Comprehensive Earnings. Net earnings or loss attributable to noncontrolling interests do not include expenses incurred directly by us, including income tax expense attributable to us. Subsequent to the Distribution, BKFS LLC is an indirect wholly-owned subsidiary of BKI. As a result, we no longer have any noncontrolling interests in BKFS LLC. Management Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates. Cash and Cash Equivalents Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities. Cash and cash equivalents are unrestricted and include the following (in millions): December 31, 2019 2018 Cash $ 8.2 $ 9.5 Cash equivalents 7.2 10.8 Cash and cash equivalents $ 15.4 $ 20.3 Trade Receivables, Net The carrying amounts reported in the Consolidated Balance Sheets for Trade receivables, net approximate their fair value because of their short-term nature. A summary of Trade receivables, net of allowance for doubtful accounts is as follows (in millions): December 31, 2019 2018 Trade receivables — billed $ 136.6 $ 136.6 Trade receivables — unbilled 39.8 37.0 Trade receivables 176.4 173.6 Allowance for doubtful accounts (1.3 ) (1.3 ) Trade receivables, net $ 175.1 $ 172.3 In addition to the amounts above, we have unbilled receivables that we do not expect to collect within the next year included in Other non-current assets in our Consolidated Balance Sheets. Billings for these receivables are based on contractual terms. Refer to Note 11 — Other Non-Current Assets. The allowance for doubtful accounts represents management's estimate of uncollectible balances. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. We write off trade receivables when the likelihood of collection of a trade receivable balance is considered remote. The rollforward of allowance for doubtful accounts is as follows (in millions): Year ended December 31, 2019 2018 2017 Beginning balance $ (1.3 ) $ (1.9 ) $ (2.2 ) Bad debt expense (1.6 ) (0.6 ) (0.8 ) Write-offs, net of recoveries 1.6 1.2 1.1 Ending balance $ (1.3 ) $ (1.3 ) $ (1.9 ) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in millions): December 31, 2019 2018 Prepaid expenses $ 37.1 $ 43.9 Contract assets 19.5 14.8 Other current assets 8.2 8.6 Prepaid expenses and other current assets $ 64.8 $ 67.3 Contract Assets A contract asset represents our expectation of receiving consideration in exchange for products or services that we have transferred to our client. Contract assets and liabilities, or deferred revenues, are determined and presented on a net basis at the contract level since the rights and obligations in a contract with a client are interdependent. In contrast, a receivable is our right to consideration that is unconditional except for the passage of time required before payment of that consideration is due. The difference in timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, contract assets and deferred revenues from client advances and deposits. We account for receivables in accordance with ASC Topic 310, Receivables (“ASC 310”), and assess both contract assets and receivables for impairment in accordance with ASC 310. There were no impairment charges related to contract assets for the years ended December 31, 2019 and 2018. Our short-term contract assets are included in Prepaid expenses and other current assets in our Consolidated Balance Sheets. Our long-term contract assets are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . Property and Equipment, Net Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 to 7 years for furniture, fixtures and computer equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the initial term of the respective lease or the estimated useful life of such asset. Computer Software, Net Computer software, net includes internally developed software, purchased software, software acquired in business combinations and asset acquisitions, less accumulated amortization. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line method over its remaining estimated useful life, ranging from 3 to 10 years . Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, ranging from 3 to 7 years . Internal development costs are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Marketed , or ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . For computer software products to be sold, leased or marketed, all costs incurred to establish technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers' salaries, related payroll costs and costs of independent contractors, are capitalized and amortized on a product-by-product basis commencing on the date of general release to clients. We do not capitalize any costs once the product is available for general release to clients. Judgment is required in determining when technological feasibility of a product is established. The timing of when various research and development projects become technologically feasible or ready for release can cause fluctuations in the amount of research and development costs that are expensed or capitalized in any given period. Generally, we amortize capitalized costs on a straight-line basis. However, we use an accelerated amortization method equal to the ratio of revenues generated by the software solution in the current year as a percentage of the estimated current and future revenues over its estimated useful life if that ratio is greater than the percentage to be amortized using the straight-line method. The estimated remaining software life generally ranges from 5 to 10 years . For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized commencing on the date the product is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded using the straight-line method over the software's estimated useful life, generally ranging from 5 to 7 years . We also assess the recorded value for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset. Other Intangible Assets, Net Other intangible assets, net consist primarily of client relationships that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis, less accumulated amortization. Client relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates over a period of up to 10 years from the acquisition date. Our property records database, which is an intangible asset not subject to amortization, is included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets. Impairment Testing Long-lived assets, including property and equipment, computer software and other intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. We did not have any events or circumstances indicating impairment of our long-lived assets for the years ended December 31, 2019 , 2018 or 2017 . Goodwill Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. Goodwill is tested for impairment at the reporting unit level. In evaluating the recoverability of goodwill, we consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit's last quantitative test, and other factors to determine whether or not to first perform a qualitative test. When performing an annual goodwill impairment analysis based on a review of qualitative factors, we evaluate if events and circumstances exist that lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. The quantitative test includes determining the fair value of a reporting unit based on a weighted average of multiple valuation methods, primarily a combination of an income approach and a market approach, which are Level 3 and Level 2 inputs, respectively. The income approach includes the present value of estimated future cash flows, while the market approach uses earnings multiples of similar guideline public companies. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired and further testing is not required. We did not have any events or circumstances indicating impairment of our goodwill during the years ended December 31, 2019 , 2018 and 2017 . Investments in Unconsolidated Affiliates We account for our investments in unconsolidated affiliates using the equity method of accounting. During the third quarter of 2019, we had a change in accounting principle to eliminate the one-quarter lag related to our D&B Investment, as defined below. Refer to Note 4 — Investments in Unconsolidated Affiliates for further information related to our D&B Investment. We record our share of equity-based compensation expense of unconsolidated affiliates as an adjustment to our investment with a related adjustment to our equity. Deferred Contract Costs, Net We capitalize incremental contract acquisition costs that relate directly to an existing contract or a specific anticipated contract, and are expected to be recovered. Costs that would have been incurred regardless of whether the contract was obtained are expensed as incurred. As a practical expedient, we expense incremental costs of obtaining a contract if the amortization period of the asset would be one year or less. We also consider whether to capitalize costs to fulfill a contract that may be incurred before we commence performance on an obligation. These costs represent incremental, recoverable external costs and certain internal costs that are directly related to the contract and are primarily associated with costs of resources involved in installation of systems, processes and data conversion. Deferred contract costs are amortized on a systematic basis consistent with the transfer to the client of the solutions or services to which the asset relates. We consider the explicit term of the contract with the client, expected renewals and the rate of change related to our solutions in determining the amortization period, which ranges from 5 to 10 years . In the event indications exist that a deferred contract cost asset related to a particular contract may not be recoverable, undiscounted estimated cash flows of the total period over which economic benefits for providing the related products or services are expected to be received are projected and compared to the unamortized deferred contract cost balance. If the projected cash flows and any unrecognized revenues are not adequate to recover the unamortized cost, the balance would be adjusted with a charge to earnings to reduce the carrying amount to the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. Amortization expense for deferred contract costs is included in Depreciation and amortization in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to the "Depreciation and Amortization" section below. Leases We determine if an arrangement is a lease at contract inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments according to the arrangement. Operating and finance lease right-of-use assets and lease liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. We use the implicit rate when it is readily determinable. Otherwise, we use our incremental borrowing rate based on the information available as of the commencement date in determining the present value of lease payments. The lease term we use for the valuation of our right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense is recognized on a straight-line basis over the expected lease term. Right-of-use assets and lease liabilities are recognized for our leases. Right-of-use assets for our operating leases are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . Right-of-use assets for our finance leases are included in Property and equipment, net in our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment . For discussion of our operating and finance lease liabilities refer to Note 15 — Leases and Note 12 — Long-Term Debt . Trade Accounts Payable and Other Accrued Liabilities The carrying amount reported in the Consolidated Balance Sheets for Trade accounts payable and other accrued liabilities approximates fair value because of their short-term nature. Loss Contingencies ASC Topic 450, Contingencies, requires that we accrue for loss contingencies associated with outstanding litigation, claims and assessments, as well as unasserted claims for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated. Refer to Note 14 — Commitments and Contingencies . Legal fees are expensed as incurred. Deferred Compensation Plan Prior to the Distribution, certain of our management-level employees and directors participated in the FNF Deferred Compensation Plan (the "FNF DCP"). The FNF DCP permitted participants to defer receipt of part of their current compensation. Participant benefits for the FNF DCP were provided by a funded rabbi trust. The compensation withheld from FNF DCP participants, together with investment income on the FNF DCP, was recorded as a deferred compensation obligation to participants. The underlying rabbi trust and the related liability was historically carried by FNF. As a result of the Distribution, the liability to Black Knight participants in the FNF DCP, as well as the related assets of the funded rabbi trust, were transferred to the newly-formed Black Knight Deferred Compensation Plan (the "BK DCP") in a non-cash transaction. The terms of the BK DCP are consistent with the terms of the former FNF DCP. The assets of the funded rabbi trust are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . As of December 31, 2019 and 2018, $14.6 million and $10.9 million , respectively, of the related liability is included in Other non-current liabilities on the Consolidated Balance Sheets. As of December 31, 2019 and 2018, $0.9 million and $0.7 million , respectively, of the related liability is included in Trade accounts payable and other accrued liabilities on the Consolidated Balance Sheets. Equity-Based Compensation We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost measured using the grant date fair value of equity-based payments to be recognized over the requisite service period, which generally equals the vesting period. For awards with a performance condition, we recognize compensation cost under the graded vesting method over the requisite service period of the award, which at times results in accelerated recognition of the cost. The fair value of our restricted stock awards is measured based on the closing market price of our stock on the grant date. Income tax effects of awards are recorded in our Consolidated Statements of Earnings and Comprehensive Earnings when the awards vest or are settled. We account for forfeitures as they occur. Earnings Per Share Basic net earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of common stock outstanding during the period. Diluted net earnings per share includes the effect of unvested restricted stock awards. See Note 5 — Earnings Per Share for a more detailed discussion. Deferred Revenues Deferred revenues represent our obligation to transfer products or services to our client for which we have received consideration, or an amount of consideration is due, from the client. During the years ended December 31, 2019 and 2018 , revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $55.9 million and $51.7 million , respectively. Revenue Recognition We recognize revenues primarily relating to software and hosting solutions, professional services and data solutions. We are often party to multiple concurrent contracts or contracts that combine multiple solutions and services. These situations require judgment to determine if multiple contracts should be combined and accounted for as a single arrangement. In making this determination, we consider (i) the economics of each individual contract and whether or not it was negotiated on a standalone basis and (ii) if multiple promises represent a single performance obligation. Many times these arrangements include offerings from more than one segment to the same client. At contract inception, we assess the performance obligations, or deliverables, we have agreed to provide in the contract and determine if they are individually distinct or if they should be combined with other performance obligations. We combine performance obligations when an individual performance obligation does not have standalone value to our client. For example, we typically combine the delivery of complex, proprietary implementation-related professional services with the delivery of the related software solution. Contract modifications require judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract or (iii) a cumulative catch-up adjustment to the original contract. When evaluating contract modifications, we must identify the performance obligations of the modified contract and determine both the allocation of revenues to the remaining performance obligations and the period of recognition for each identified performance obligation. We include any fixed consideration within our contracts as part of the total transaction price. Generally, we include an estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not include taxes collected from clients and remitted to governmental authorities. The transaction price is allocated to our performance obligations in proportion to their relative standalone selling prices (“SSP”). SSP is the price for which we would sell a distinct solution or service separately to a client and is determined at contract inception. For a majority of our revenues, we have observable selling prices for our related solutions and services. However, if observable selling prices are not available, establishing SSP requires significant judgment. The estimated SSP considers all reasonably available information, including market conditions, demands, trends, our specific factors and information about the client or class of client. The adjusted market approach is generally used for new solutions and services or when observable inputs are limited or not available. The following describes the nature of our primary sources of revenue and the related revenue recognition policies: Software and Hosting Solutions Revenues Software and hosting solutions revenues are primarily comprised of software as a service (“SaaS”) offerings for various systems that perform processing and workflow management as well as provide data and analytics. To a lesser extent, we sell software licenses where hosting services may or may not be included in the arrangement. Contracts for software and hosting solutions typically span five to seven years. For our SaaS offerings, we promise our clients to stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of processing services for a specified term. For this reason, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy these performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. We evaluate our variable payment terms related to these revenues, and they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to and recognized on the day in which we perform the related services. Fixed fees for processing services are generally recognized ratably over the contract period. Our software licenses generally have significant standalone functionality to our clients upon delivery. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. In conjunction with software licenses, we commonly provide our clients with additional services such as maintenance as well as associated implementation and other professional services related to the software license. Maintenance is typically comprised of technical support and unspecified updates and upgrades. We generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance. When a software license contract also includes professional services that provide significant modification or customization of the software license, we combine the software license and professional services into a single performance obligation, and revenues for the combined performance obligation are recognized as the professional services are provided consistent with the methods described below for professional services revenues. We have contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the client can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the client to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the client’s control to obtain a copy of the software, and hosting revenue is recognized using the time-elapsed output method as the service is provided. If the software license is not separately identifiable from the hosting service, then the related revenues for the combined performance obligation is recognized ratably over the hosting period. Professional Services Revenues Professional services revenues are generally comprised of implementation, conversion, programming, training and consulting services associated with our SaaS and licensed software agreements. Professional services such as training, dedicated teams and consulting services are generally distinct. Distinct professional services revenues are primarily billed on a time and materials basis, and revenues are recognized over time as the services are performed. A portion of our professional services revenues are derived from contracts for dedicated personnel resources who are often working full-time at a client site and under the client's direction. These revenues generally recur as contracts are renewed. In assessing whether implementation services provided on SaaS or licensed software agreements are a distinct performance obligation, we consider whether the services are both capable of being distinct (i.e., the client can benefit from the services alone or in combination with other resources that are readily available to the client) and distinct within the context of the contract (i.e., separately identifiable from the other performance obligations in the contract). Professional services that are not distinct from an associated solution or offering are recognized over the common measure of progress for the overall performance obligation (typically a time-elapsed output measure that corresponds to the period over which the solution or offering is made available to the client). Data Solutions Revenues Revenues from data solutions are primarily from licenses for historical data and valuation-related analytical services and are generally distinct. License fees are recognized at a point in time upon delivery. Revenues allocated to data updates are recognized ratably over the period the updates are provided. In addition, to the extent that we provide continuous access to data through a hosted software platform, we recognize revenues ratably over the contract term. Operating Expenses Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses primarily include compensation costs, including equity-based compensation and benefits, hardware and software maintenance costs, software subscription costs, cloud computing costs, rent-related costs and professional services. Equity-based compensation is included within Corporate and Other in Note 21 — Segment Information . General and administrative expenses, which are primarily included in Operating expenses within Corporate and Other in Note 21 — Segment Information , include compensation costs, including benefits and equity-based compensation, hardware and software maintenance costs, software subscription costs, rent-related costs and other costs associated with the marketing, human resources, legal, enterprise risk, finance and other support functions. General and administrative expenses also include certain professional and legal fees and costs of advertising and other marketing-related programs. Depreciation and Amortization Depreciation and amortization includes the following (in millions): Year ended December 31, 2019 2018 2017 Computer software $ 97.3 $ 94.5 $ 84.0 Other intangible assets 59.3 57.2 67.8 Deferred contract costs 42.9 32.9 25.7 Property and equipment 36.7 32.4 29.0 Total $ 236.2 $ 217.0 $ 206.5 Computer software amortization for the year ended December 31, 2018 includes accelerated amortization of $1.7 million related to certain internally developed software. Deferred contract costs amortization for the years ended December 31, 2019 , 2018 and 2017 includes accelerated amortization of $6.2 million , $3.4 million and $3.3 million , respectively. Transition and Integration Costs Transition and integration costs for 2019 primarily consisted of costs associated with acquisition-related costs and expense reduction initiatives. In 2018, these costs primarily consisted of costs associated with executive transition, transition-related costs as we transferred certain corporate functions from FNF following the Distribution and acquisition-related costs. In 2017, these costs primarily consisted of legal and professional fees related to the Distribution and transition-related costs following the Distribution. Interest Expense, Net Interest expense, net consists primarily of interest expense on our borrowings, amortization of our debt issuance costs and original issue discount, payments on our interest rate swaps, commitment fees on our revolving credit facility and administrative agent fees net of capitalized interest and interest income. In 2017, Interest expense, net also includes a guarantee fee that we paid FNF for their guarantee of our senior notes prior to the Senior Notes Redemption (as defined in Note 12 —Long Term Debt ) and amortization of our bond premium. Income Taxes Black Knight is treated as a corpo |
Business Acquisitions Business
Business Acquisitions Business Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions We include the results of operations of acquired businesses beginning on the respective acquisition dates. The purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date. Acquisition-related costs are expensed as incurred. 2019 Acquisition On September 13, 2019, we completed the acquisition of Compass Analytics, LLC ("Compass Analytics"), a financial technology provider of advanced pricing and valuation solutions to support loan officers and capital market professionals. The acquisition expands our footprint in capital markets, adds mortgage servicing rights valuation capabilities to our solutions and establishes end-to-end connectivity and pricing between originators and mortgage investors. The Compass Analytics acquisition does not meet the definition of "significant" pursuant to Article 3 of Regulation S-X (§210.3-05). The results of operations of Compass Analytics are not material to our consolidated financial statements and related disclosures. Allocation of Purchase Price The purchase price of the Compass Analytics acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair value at the acquisition date. The fair value of the acquired Computer software, Other intangible assets and contingent consideration was primarily determined using a third-party valuation based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. The fair value of estimated liabilities for pre-acquisition tax exposure is preliminary. Total consideration, net of cash received, was $61.8 million for 100% of the equity interests in Compass Analytics. The total consideration was as follows (in millions): Cash paid $ 55.0 Contingent consideration 9.0 Less: cash acquired (2.2 ) Total consideration, net $ 61.8 The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions): Total purchase price consideration $ 61.8 Computer software $ 9.4 Other intangible assets 21.4 Goodwill 31.7 Other current and non-current assets 4.4 Total assets acquired 66.9 Total liabilities assumed 5.1 Net assets acquired $ 61.8 The purchase agreement requires us to pay additional cash consideration based on revenues recognized over a two-year period from the acquisition date. We recorded a contingent consideration liability of $9.0 million as part of the Compass Analytics acquisition. As of December 31, 2019, $4.2 million of the contingent consideration liability is included in Trade accounts payable and other accrued liabilities and $4.8 million is included in Other non-current liabilities in our Consolidated Balance Sheets. The contingent consideration is subject to remeasurement at each reporting date until settlement. Refer to Note 13 — Fair Value Measurements . As of December 31, 2019 , the contingent consideration amount approximates half of the total anticipated remaining payments we expect to have related to the purchase agreement. In accordance with ASC Topic 805, Business Combinations , the portion of the estimated payment that was not recognized as contingent consideration at the time of the acquisition will be expensed ratably over a two-year period due to an ongoing employment requirement. Additionally, we incurred direct transaction costs of $0.2 million for the year ended December 31, 2019 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. Estimated Useful Lives of Computer Software and Other Intangible Assets Acquired As of the acquisition date, the gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired during the year ended December 31, 2019 consisted of the following (dollars in millions): Gross carrying value Weighted average estimated life (in years) Computer software $ 9.4 5 Other intangible assets: Client relationships 19.1 10 Trade names 1.4 3 Non-compete agreements 0.9 5 Other intangible assets 21.4 Total gross carrying value $ 30.8 2018 Acquisitions HeavyWater On May 31, 2018, we completed our acquisition of HeavyWater, Inc. ("HeavyWater"), a provider of artificial intelligence and machine learning to the financial services industry. HeavyWater's AIVA SM solution reads, comprehends and draws conclusions based on context to mimic cognitive thinking and build expertise over time. HeavyWater's AIVA SM solution is being integrated into our premier solutions and allows clients to deploy artificial intelligence and machine learning within other parts of their organizations to help enhance efficiency, effectiveness and accuracy. Ernst On November 6, 2018, we completed the acquisition of Ernst Publishing Co., LLC and two related entities (collectively, "Ernst"), a provider of technology and closing cost data for the real estate and mortgage industries. Ernst's capabilities are being integrated in to our premier suite of origination solutions and augment our existing fee engine to create a unified access point for all fee-related needs. Total consideration paid, net of cash received, was $43.4 million for 100% of the equity interests in HeavyWater and Ernst. Additionally, we incurred direct transaction costs of $0.1 million for the year ended December 31, 2018 that are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates On August 8, 2018, an investment consortium (the “Consortium”) including Cannae Holdings, Inc. (“Cannae”), CC Capital Partners LLC, Bilcar, LLC and funds associated with THL along with other investors entered into equity commitments in connection with the acquisition of The Dun & Bradstreet Corporation, a Delaware corporation ("D&B"). Contemporaneously, D&B entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among D&B, Star Parent, L.P., a Delaware limited partnership ("Star Parent"), and Star Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Star Parent, pursuant to which, through a series of transactions, D&B would be a wholly-owned subsidiary of Star Parent (the "D&B Acquisition"). On January 24, 2019, we entered into an Assignment and Investment Agreement as part of the Consortium. On February 8, 2019, the Consortium completed the D&B Acquisition for $145.00 in cash for each share of D&B common stock then outstanding, which included our $375.0 million investment in Star Parent (the "February 2019 D&B Investment") funded through a borrowing on our revolving credit facility. In connection with the closing, we were issued certain limited partner interests in Star Parent, representing approximately 18.1% of the outstanding common equity of Star Parent. On July 1, 2019, we invested an additional $17.6 million in Star Parent (together with the February 2019 D&B Investment, collectively, the “D&B Investment”) in exchange for our pro-rata share of additional limited partner interests issued by Star Parent related to D&B's acquisition of Lattice Engines, Inc. D&B is a global leader in commercial data and analytics that provides various services helping companies improve their operational performance. Variable Interest Entities Variable interest entities ("VIEs") are legal entities in which the equity investors as a group lack any of the characteristics of a controlling interest. The primary beneficiary of a VIE is generally the entity with the power to direct the activities that most significantly affect the VIE's economic performance and the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. We have variable interests in Star Parent, but we are not the primary beneficiary of Star Parent. We are a limited partner and do not have the power to direct the activities that most significantly affect Star Parent's economic performance. We do not provide any implicit or explicit liquidity guarantees or principal value guarantees to Star Parent. Our maximum exposure related to our variable interests in Star Parent is limited to our investment and commitments we may enter into from time to time to maintain our pro-rata share of limited partner interests. The table below summarizes the carrying amount of our D&B Investment and our maximum exposure related to our variable interests in Star Parent (in millions): December 31, 2019 Total assets Maximum exposure Investment in Star Parent $ 291.3 $ 291.3 We do not consolidate Star Parent because we are not the primary beneficiary. We account for our D&B Investment as an equity method investment, which results in our D&B Investment being recorded within Investments in unconsolidated affiliates on our Consolidated Balance Sheets. During 2019, Star Parent adopted ASC 842 using the effective date of January 1, 2019 as its date of initial application. The adoption of this update did not have a material effect on the operating results of Star Parent. Summarized consolidated financial information for Star Parent is presented below as of December 31, 2019 and for the period from February 8, 2019 to December 31, 2019 (in millions): December 31, 2019 Current assets $ 418.6 Non-current assets 8,694.0 Total assets $ 9,112.6 Current liabilities, including short-term debt $ 1,090.4 Non-current liabilities 5,414.8 Total liabilities 6,505.2 Cumulative preferred series A stock 1,030.6 Total capital 1,576.8 Total liabilities and partners' capital $ 9,112.6 For the period February 8 to December 31, 2019 Revenues $ 1,413.9 Loss before provision for income taxes and equity in net income of affiliates $ (540.0 ) Net loss $ (425.8 ) Net loss attributable to Star Parent $ (546.3 ) The summarized consolidated financial information for Star Parent was derived from the consolidated financial information of Star Parent as of December 31, 2019 and for the period from February 8, 2019 to December 31, 2019 . For the year ended December 31, 2019 , equity in losses related to our D&B Investment were $73.9 million , net of income tax benefit of $25.0 million . |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of common stock outstanding during the period. For the periods presented, potentially dilutive securities include unvested restricted stock awards and the shares of BKFS Class B common stock prior to the Distribution. For the year ended December 31, 2017 , the numerator in the diluted net earnings per share calculation is adjusted to reflect our income tax expense at an expected effective tax rate assuming the conversion of the shares of BKFS Class B common stock into shares of BKFS Class A common stock on a one -for-one basis prior to the Distribution. The effective tax rate for the year ended December 31, 2017 was (16.7)% , including the effect of the benefit related to the revaluation of our net deferred income tax liability and certain other discrete items recorded during 2017. For the year ended December 31, 2017 , the denominator includes approximately 63.1 million shares of BKFS Class B common stock outstanding prior to the Distribution. The denominator also includes the dilutive effect of approximately 0.9 million , 0.6 million and 0.6 million shares of unvested restricted shares of common stock for the years ended December 31, 2019 , 2018 and 2017 , respectively. The shares of BKFS Class B common stock did not share in the earnings or losses of Black Knight and were, therefore, not participating securities. Accordingly, basic and diluted net earnings per share of BKFS Class B common stock have not been presented. The computation of basic and diluted earnings per share is as follows (in millions, except per share amounts): Year ended December 31, 2019 2018 2017 Basic: Net earnings attributable to Black Knight $ 108.8 $ 168.5 $ 182.3 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 147.7 147.6 88.7 Basic net earnings per share $ 0.74 $ 1.14 $ 2.06 Diluted: Earnings before income taxes and equity in losses of unconsolidated affiliates $ 192.4 Income tax benefit excluding the effect of noncontrolling interests (32.2 ) Net earnings $ 224.6 Net earnings attributable to Black Knight $ 108.8 $ 168.5 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 147.7 147.6 88.7 Dilutive effect of unvested restricted shares of common stock 0.9 0.6 0.6 Weighted average shares of BKFS Class B common stock outstanding — — 63.1 Weighted average shares of common stock, diluted 148.6 148.2 152.4 Diluted net earnings per share $ 0.73 $ 1.14 $ 1.47 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions D&B As of February 8, 2019, D&B is considered to be a related party primarily due to the combination of certain shared board members, members of executive management and our D&B Investment. Refer to Note 4 — Investments in Unconsolidated Affiliates. As of December 31, 2019, we had a related party receivable of $0.2 million from D&B. FNF We are party to certain agreements with FNF, including agreements that were entered into when we were related parties. As a result of the Distribution, FNF no longer has an ownership interest in us, but was still considered a related party until December 1, 2019 due to the combination of certain shared board members, members of senior management and various agreements. As of December 1, 2019, the Chairman of our Board of Directors no longer serves as one of our executive officers, and FNF is no longer considered a related party. We have various agreements with FNF to provide software, data and analytics services, as well as corporate shared services and information technology. We are also a party to certain other agreements under which we incur other expenses or receive revenues from FNF. A detail of the revenues and expenses, net from FNF is as follows (in millions): Year ended December 31, 2019 (1) 2018 2017 Revenues $ 59.5 $ 57.6 $ 56.8 Operating expenses 12.5 12.1 12.3 Guarantee fee — — 1.2 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. We paid to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes (as defined in Note 12 — Long Term Debt ) in exchange for the guarantee by FNF of the Senior Notes. For the year ended December 31, 2017 , the guarantee fee was included in Interest expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings. On April 26, 2017, the Senior Notes were redeemed, and we are no longer required to pay a guarantee fee. THL We were party to certain related party agreements with THL until May 11, 2018, the date of an underwritten secondary offering of shares of our common stock by affiliates of THL. As a result of this offering, certain affiliates of THL no longer have an ownership interest in us and are no longer considered related parties. Two managing directors of THL currently serve on our Board of Directors. A summary of underwritten secondary offerings of shares of our common stock by affiliates of THL is as follows (in millions): May 11, 2018 March 15, 2018 February 15, 2018 November 24, 2017 May 12, 2017 (1) Number of shares sold by affiliates of THL 12.1 8.0 8.0 7.0 5.8 Number of shares Black Knight repurchased from the underwriter — 1.0 2.0 2.0 — Shares owned by affiliates of THL immediately after each offering — 12.1 20.1 28.1 35.1 _______________________________________________________ (1) Includes the effect of an option for the underwriter to purchase an additional 0.8 million shares, which was exercised in full and closed on May 18, 2017. We purchased software and systems services from certain entities over which THL exercises control. For the year ended December 31, 2017 , expenses, net from THL included in Operating expenses on our Consolidated Statements of Earnings and Comprehensive Earnings were $0.3 million . Consolidated Statements of Earnings and Comprehensive Earnings A detail of related party items included in Revenues is as follows (in millions): Year ended December 31, 2019 (1) 2018 2017 Software services $ 40.2 $ 35.9 $ 32.8 Data and analytics services 19.3 21.7 24.0 Total related party revenues $ 59.5 $ 57.6 $ 56.8 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Year ended December 31, 2019 (1) 2018 2017 Data entry, indexing services and other operating expenses $ 8.8 $ 8.2 $ 5.1 Corporate services 3.8 4.9 9.2 Technology and corporate services (0.1 ) (1.0 ) (1.7 ) Total related party expenses, net $ 12.5 $ 12.1 $ 12.6 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. Consolidated Balance Sheets As of December 31, 2018, related party contract assets were $4.8 million and are included in Prepaid expenses and other current assets in our Consolidated Balance Sheets. As of December 31, 2018, related party deferred revenues of $0.1 million are included in Deferred revenues (current) in our Consolidated Balance Sheets. We believe the amounts earned from or charged by us under each of the foregoing arrangements are fair and reasonable. We believe our service arrangements are priced within the range of prices we offer to third parties, except for certain corporate services provided to FNF and certain corporate services provided by FNF, which are at cost. However, the amounts we earned or that were charged under these arrangements were not negotiated at arm's length and may not represent the terms that we might have obtained from an unrelated third party. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following (in millions): December 31, 2019 2018 Land $ 11.9 $ 11.9 Buildings and improvements 81.2 71.1 Leasehold improvements 7.1 6.7 Computer equipment 234.1 208.9 Furniture, fixtures and other equipment 11.2 11.0 Property and equipment 345.5 309.6 Accumulated depreciation and amortization (168.6 ) (132.5 ) Property and equipment, net $ 176.9 $ 177.1 On December 31, 2019 , we entered into finance lease agreements for certain computer equipment. The leased equipment was valued at $13.7 million , net of prepaid maintenance and $0.3 million of imputed interest, and is included in Property and equipment, net on the Consolidated Balance Sheets. Refer to Note 12 — Long-Term Debt for additional information related to our finance leases. |
Computer Software
Computer Software | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Computer Software | Computer Software Computer software, net consists of the following (in millions): December 31, 2019 2018 Internally developed software $ 808.2 $ 746.0 Purchased software 78.9 60.7 Computer software 887.1 806.7 Accumulated amortization (481.1 ) (401.1 ) Computer software, net $ 406.0 $ 405.6 In the fourth quarter of 2019, we entered into agreements to acquire software in exchange for a combination of cash consideration and certain of our products and services. The software was acquired for $32.0 million , of which software valued at $6.5 million was received as of December 31, 2019 and resulted in non-cash investing activity of $4.8 million . Internally developed software and purchased software are inclusive of amounts acquired through acquisitions. Refer to Note 3 — Business Acquisitions for further discussion. Estimated amortization expense on computer software for the next five fiscal years is as follows (in millions): 2020 (1) $ 102.8 2021 96.9 2022 87.8 2023 79.4 2024 25.9 _______________________________________________________ (1) Assumes assets not in service as of December 31, 2019 are placed in service equally throughout the year. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of the following (in millions): December 31, 2019 December 31, 2018 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Client relationships $ 587.1 $ (441.4 ) $ 145.7 $ 568.0 $ (382.8 ) $ 185.2 Other 9.1 (4.8 ) 4.3 6.9 (4.1 ) 2.8 Total intangible assets $ 596.2 $ (446.2 ) $ 150.0 $ 574.9 $ (386.9 ) $ 188.0 Client relationships and other intangible assets are inclusive of amounts acquired through acquisitions. Refer to Note 3 — Business Acquisitions for further discussion. Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 3 to 10 years from the acquisition date using either a straight-line or accelerated method. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2020 $ 51.2 2021 39.9 2022 28.4 2023 16.8 2024 5.3 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill consists of the following (in millions): Software Solutions Data and Analytics Corporate and Other Total Balance, December 31, 2017 $ 2,134.7 $ 172.1 $ — $ 2,306.8 HeavyWater and Ernst acquisitions (Note 3) 22.9 — — 22.9 Balance, December 31, 2018 2,157.6 172.1 — 2,329.7 Compass Analytics acquisition (Note 3) 31.7 — — 31.7 Balance, December 31, 2019 $ 2,189.3 $ 172.1 $ — $ 2,361.4 The increase in Goodwill related to our Compass Analytics acquisition is deductible for tax purposes. For the 2018 increase in Goodwill, $19.7 million is deductible for tax purposes and $3.2 million |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets consist of the following (in millions): December 31, 2019 2018 Property records database $ 60.1 $ 59.9 Contract assets 37.8 17.0 Right-of-use assets 26.4 — Deferred compensation plan related assets 15.2 11.1 Unbilled receivables 3.5 5.0 Prepaid expenses 8.1 18.3 Unrealized gains on interest rate swaps — 6.2 Other 7.7 4.3 Other non-current assets $ 158.8 $ 121.8 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in millions): December 31, 2019 December 31, 2018 Principal Debt Discount Total Principal Debt issuance costs Discount Total Term A Loan $ 1,203.1 $ (5.2 ) $ — $ 1,197.9 $ 1,234.4 $ (6.9 ) $ — $ 1,227.5 Revolving Credit Facility 310.0 (4.1 ) — 305.9 82.5 (5.4 ) — 77.1 Other 41.7 — (1.3 ) 40.4 32.9 — (0.8 ) 32.1 Total long-term debt 1,554.8 (9.3 ) (1.3 ) 1,544.2 1,349.8 (12.3 ) (0.8 ) 1,336.7 Less: Current portion of debt 80.0 (0.2 ) (0.7 ) 79.1 53.2 (0.2 ) (0.5 ) 52.5 Long-term debt, net of current portion $ 1,474.8 $ (9.1 ) $ (0.6 ) $ 1,465.1 $ 1,296.6 $ (12.1 ) $ (0.3 ) $ 1,284.2 Principal Maturities of Debt As of December 31, 2019 , principal maturities, including payments related to our finance leases, are as follows (in millions): 2020 $ 80.0 2021 72.3 2022 111.8 2023 1,290.7 Total $ 1,554.8 2018 Credit Agreement On April 30, 2018, our indirect subsidiary, Black Knight InfoServ, LLC ("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 (the “2018 Term A Loan”) and (ii) a $750.0 million revolving credit facility (the “2018 Revolving Credit Facility” and, together with the 2018 Term A Loan, collectively, the “2018 Facilities”), the proceeds of which were used to repay in full the Term A Loan, Term B Loan and Revolving Credit Facility outstanding under the 2015 Credit Agreement, as amended (defined below). The 2018 Term A Loan and the 2018 Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 50 basis points depending on the total leverage ratio of BKFS LLC and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) or (ii) the Eurodollar rate plus a margin of between 125 and 150 basis points depending on the Consolidated Leverage Ratio. In addition, BKIS will pay an unused commitment fee of between 15 and 20 basis points on the undrawn commitments under the 2018 Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. As of December 31, 2019 , the 2018 Term A Loan and the 2018 Revolving Credit Facility bear interest at the Eurodollar rate plus a margin of 150 basis points. As of December 31, 2019 , we have $440.0 million of unused capacity on the 2018 Revolving Credit Facility and pay an unused commitment fee of 20 basis points. As of December 31, 2019 , the interest rates on the 2018 Term A Loan and the 2018 Revolving Credit Facility were 3.30% and 3.10% , respectively. The 2018 Facilities are guaranteed by all of BKIS’s wholly-owned domestic restricted subsidiaries and BKFS LLC, a Delaware limited liability company and the direct parent company of BKIS, and are secured by associated collateral agreements that pledge a lien on substantially all of BKIS’s assets, including fixed assets and intangibles, and the assets of the guarantors, in each case, subject to customary exceptions. The 2018 Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage December 31, 2019 through and including March 31, 2020 0.63% Commencing on June 30, 2020 through and including March 31, 2022 1.25% Commencing on June 30, 2022 through and including March 31, 2023 2.50% The remaining principal balance of the 2018 Term A Loan is due upon maturity. Pursuant to the terms of the 2018 Credit Agreement, the loans under the 2018 Term A Loan and the 2018 Revolving Credit Facility mature on April 30, 2023. For the year ended December 31, 2018 , the amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the April 30, 2018 refinancing was $5.8 million . 2015 Credit Agreement On May 27, 2015, BKIS entered into a credit and guaranty agreement (the "2015 Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the other agents and lenders party thereto. The 2015 Credit Agreement provided for (i) an $800.0 million term loan A facility (the "Term A Loan"), (ii) a $400.0 million term loan B facility (the "Term B Loan") and (iii) a $400.0 million revolving credit facility (the "Revolving Credit Facility", and collectively with the Term A Loan and Term B Loan, the "Facilities"). The Facilities were guaranteed by substantially all of BKIS's wholly-owned domestic restricted subsidiaries and BKFS LLC, and were 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. Term B Loan Repricing On February 27, 2017, BKIS entered into a First Amendment to Credit and Guaranty Agreement (the "2015 Credit Agreement First Amendment") with JPMorgan Chase Bank, N.A. as administrative agent. The 2015 Credit Agreement First Amendment reduced the pricing applicable to the loans under the Term B Loan by 75 basis points. Pursuant to the 2015 Credit Agreement First Amendment, the Term B Loan bore interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 125 basis points, or (ii) the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. The Term B Loan was to mature on May 27, 2022. In addition, the terms of the 2015 Credit Agreement First Amendment permitted the Distribution. The amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the Term B Loan repricing was $1.1 million . The Term B Loan was subject to amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, which commenced on September 30, 2015, with 1.0% of the initial aggregate advances thereunder to be payable each year prior to the maturity date of the Term B Loan, and the remaining initial aggregate advances thereunder to be payable at the Term B Loan maturity date. Term A Loan and Revolver Refinancing On April 26, 2017, BKIS entered into a Second Amendment to Credit and Guaranty Agreement (the “2015 Credit Agreement Second Amendment”) with the JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The 2015 Credit Agreement Second Amendment increased (i) the aggregate principal amount of the Term A Loan by $300.0 million to $1,030.0 million and (ii) the aggregate principal amount of commitments under the Revolving Credit Facility by $100.0 million to $500.0 million . The 2015 Credit Agreement Second Amendment also reduced the pricing applicable to the loans under the Term A Loan and Revolving Credit Facility by 25 basis points and reduced the unused commitment fee applicable to the Revolving Credit Facility by 5 basis points. The Term A Loan and Revolving Credit Facility bore interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 100 basis points depending on the total leverage ratio of BKFS LLC and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) or (ii) the Eurodollar rate plus a margin of between 125 and 200 basis points depending on the Consolidated Leverage Ratio, subject to a Eurodollar rate floor of zero basis points. In addition, BKIS was required to pay an unused commitment fee of between 15 and 30 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. Pursuant to the terms of the 2015 Credit Agreement Second Amendment, the Term A Loan and the Revolving Credit Facility were to mature on February 25, 2022. The amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the Term A Loan and Revolving Credit Facility refinancing was $3.3 million . The 2015 Credit Agreement Second Amendment was replaced by the 2018 Credit Agreement on April 30, 2018. Other Debt On April 1, 2018, we entered into a financing agreement for $32.9 million , with 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 an imputed interest rate of 3.3% . Under the terms of the amendment, quarterly payments are due beginning January 2, 2020 through January 2, 2023. As of December 31, 2019 , $10.5 million is included in the Current portion of debt in our Consolidated Balance Sheets and $15.8 million is included in Long-term debt, net of current portion in our Consolidated Balance Sheets. Finance Lease On December 31, 2019, we entered into one-year finance lease agreements. The finance lease liabilities of $14.1 million as of December 31, 2019 are included in the Current portion of debt on our Consolidated Balance Sheets. Refer to Note 15 — Leases for additional information related to our finance leases. Senior Notes Through April 25, 2017, BKIS had outstanding 5.75% senior notes, interest paid semi-annually, which were scheduled to mature on April 15, 2023 (the "Senior Notes"). The Senior Notes were senior unsecured obligations, registered under the Securities Act of 1933 and contained customary affirmative, negative and financial covenants, and events of default for indebtedness of this type (with grace periods, as applicable, and lender remedies). On April 26, 2017, we redeemed the remaining $390.0 million in aggregate principal of the outstanding Senior Notes at a price of 104.825% (the "Senior Notes Redemption") and paid $0.7 million in accrued interest. The amount included in Other expense, net on the Consolidated Statements of Earnings and Comprehensive Earnings related to the Senior Notes Redemption was $8.2 million . On May 27, 2015, BKIS, Black Knight Lending Solutions, Inc. ("BKLS," and, together with BKIS, the "Issuers"), the guarantors named therein (the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), entered into the Third Supplemental Indenture (the "Third Supplemental Indenture") to the Indenture, dated as of October 12, 2012, governing the Senior Notes, among the Issuers, the Guarantors party thereto and the Trustee (as supplemented to date, the "Indenture"). The Third Supplemental Indenture supplemented the Indenture to add the Guarantors as guarantors of the Issuers' obligations under the Indenture and the Senior Notes. As the Guarantors consisted of substantially all of the subsidiaries of BKHI, with the exception of two insignificant subsidiaries, the consolidated financial statements present all of the required guarantor financial statements, and we have not presented separate guarantor financial statements. On January 2, 2014, upon consummation of the acquisition of Lender Processing Services, Inc. ("LPS") by FNF, LPS entered into a Supplemental Indenture (the "Supplemental Indenture") with FNF, BKLS and the Trustee, to the Indenture dated as of October 12, 2012, among LPS, the subsidiary guarantors party thereto and the Trustee, related to the Senior Notes. Pursuant to the terms of the Supplemental Indenture, (i) FNF became a guarantor of LPS' obligations under the Senior Notes and agreed to fully and unconditionally guarantee the Senior Notes, on a joint and several basis with the guarantors named in the Indenture and (ii) BKLS became a "co-issuer" of the Senior Notes and agreed to become a co-obligor of LPS' obligations under the Indenture and the Senior Notes, on the same terms and subject to the same conditions as LPS, on a joint and several basis. As a result of FNF's guarantee of the Senior Notes, the Senior Notes were rated as investment grade, which resulted in the suspension of certain restrictive covenants in the Indenture. From May 26, 2015 through April 25, 2017, we paid to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes in exchange for the guarantee by FNF of the Senior Notes. As a result of the Acquisition, the Senior Notes were adjusted to fair value, resulting in our recording a premium on the Senior Notes of approximately $23.3 million . The premium was amortized over the remaining term of the Senior Notes using the effective interest method. During the years ended December 31, 2018 and 2017 , we recognized $0.5 million and $1.5 million of amortization, respectively, which is included as a component of Interest expense, net. Fair Value of Long-Term Debt The fair value of the Facilities approximates their carrying value at December 31, 2019 as they are variable rate instruments with short reset periods (either monthly or quarterly), which reflect current market rates. The fair value of our Facilities is based upon established market prices for the securities using Level 2 inputs. Interest Rate Swaps We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of December 31, 2019 , we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Effective dates Notional amount Fixed rates March 31, 2017 through March 31, 2022 $ 200.0 2.08% September 29, 2017 through September 30, 2021 $ 200.0 1.69% April 30, 2018 through April 30, 2023 $ 250.0 2.61% January 31, 2019 through January 31, 2023 $ 300.0 2.65% Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (approximately 1.80% as of December 31, 2019 ). During the year ended December 31, 2019 , the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rates February 1, 2016 through January 31, 2019 $ 200.0 1.01% February 1, 2016 through January 31, 2019 $ 200.0 1.01% We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive earnings (loss) will be reclassified into Interest expense, net as a yield adjustment as interest payments are made on the hedged debt. The fair value of our Swap Agreements is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements. It is our policy to execute derivative financial instruments with creditworthy banks and not to enter into such 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 value of our Swap Agreements in the Consolidated Balance Sheets is as follows (in millions): December 31, Balance sheet accounts 2019 2018 Prepaid expenses and other current assets $ — $ 0.5 Other non-current assets $ — $ 6.2 Other non-current liabilities $ 21.9 $ 4.5 As of December 31, 2019 , a cumulative loss of $21.9 million ( $16.4 million net of tax) is reflected in Accumulated other comprehensive (loss) earnings. As of December 31, 2018 , a cumulative gain of $2.2 million ( $1.6 million net of tax) is reflected in Accumulated other comprehensive (loss) earnings. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (loss) earnings ("OCE") on the accompanying Consolidated Statements of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 Amount of loss recognized Amount of gain reclassified from Accumulated OCE Amount of loss recognized Amount of gain reclassified from Accumulated OCE Amount of gain recognized Amount of loss reclassified from Accumulated OCE Swap agreements Attributable to noncontrolling interests $ — $ — $ — $ — $ 1.7 $ 0.5 Attributable to Black Knight (18.0 ) — (0.7 ) (2.7 ) 3.7 0.4 Total $ (18.0 ) $ — $ (0.7 ) $ (2.7 ) $ 5.4 $ 0.9 Approximately $6.8 million ( $5.1 million net of tax) of the balance in Accumulated other comprehensive (loss) earnings as of December 31, 2019 is expected to be reclassified into Interest expense, net over the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value represents the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial assets and liabilities are determined using the following fair value hierarchy: • Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. • Level 2 inputs to the valuation methodology include: ◦ quoted prices for similar assets or liabilities in active markets; ◦ quoted prices for identical or similar assets or liabilities in inactive markets; ◦ inputs other than quoted prices that are observable for the asset or liability; and ◦ inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): December 31, 2019 December 31, 2018 Carrying amount Fair value Carrying amount Fair value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 15.4 $ 15.4 $ — $ — $ 20.3 $ 20.3 $ — $ — Interest rate swaps (Note 12) — — — — 6.7 — 6.7 — Liabilities: Interest rate swaps (Note 12) 21.9 — 21.9 — 4.5 — 4.5 — Contingent consideration (Note 3) 9.0 — — 9.0 0.6 — — 0.6 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal and Regulatory Matters In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. PennyMac Litigation On November 5, 2019, Black Knight Servicing Technologies, LLC (“BKST”), a wholly-owned indirect subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial (the “Black Knight Complaint”) against PennyMac Loan Services, LLC (“PennyMac”) in the Circuit Court for the Fourth Judicial Circuit in and for Duval County, Florida. The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP ® System trade secrets in order to develop an imitation mortgage processing system intended to replace the MSP ® System. The Black Knight Complaint seeks damages for breach of contract and misappropriation of trade secrets, injunctive relief under the Florida Uniform Trade Secrets Act and declaratory judgment that BKST owns all intellectual property and software developed by or on behalf of PennyMac as a result of its wrongful use of and access to the MSP ® System and related trade secret and confidential information. PennyMac has filed a motion to compel arbitration of the Florida action. 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 includes 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 seeks equitable remedies, damages and other monetary relief, including treble and punitive damages. Generally, PennyMac alleges 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. 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. We will continue to vigorously defend against the PennyMac Complaint. 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. Data Processing and Maintenance Services Agreements We have various data processing and maintenance services agreements with vendors, which expire through 2023, for portions of our computer data processing operations and related functions. As of December 31, 2019 , payment obligations for data processing and maintenance services agreements with initial or remaining terms greater than one year are as follows (in millions): 2020 $ 44.5 2021 32.1 2022 14.4 2023 12.4 Total $ 103.4 Actual amounts could be more or less depending on various factors such as the introduction of significant new technologies or changes in our data processing needs. Off-Balance Sheet Arrangements We do not have any material off-balance sheet arrangements other than interest rate swaps. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Operating Leases | Leases Operating Leases We have operating leases for corporate offices, data centers and certain equipment. Our leases have remaining lease terms of up to six years , some of which include escalation clauses, renewal options for up to five years or termination options within one year . Right-of-use assets and lease liabilities are recognized for our leases. Right-of-use assets for our operating leases are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . Operating lease liabilities are included in the Consolidated Balance Sheets as follows (in millions): December 31, 2019 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 12.3 Other non-current liabilities 13.8 Total lease liabilities $ 26.1 As of December 31, 2019 , maturities of lease liabilities were as follows (in millions): 2020 $ 12.6 2021 7.5 2022 4.0 2023 2.0 2024 1.4 Total 27.5 Less: imputed interest (1.4 ) Total $ 26.1 As of December 31, 2018 , minimum operating lease payments for leases with initial or remaining terms greater than one year were as follows (in millions): 2019 $ 11.1 2020 10.3 2021 5.2 2022 2.5 2023 1.2 Thereafter 0.7 Total $ 31.0 Supplemental information related to leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2019 Operating lease cost (1) $ 15.7 Operating cash outflows related to lease liabilities 12.5 Non-cash additions for right-of-use assets, net of modifications 9.1 December 31, 2019 Weighted average remaining lease term (in years) 2.9 Weighted average discount rate 3.81 % _______________________________________________________ (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. Rent expense incurred under operating leases for the years ended December 31, 2018 and 2017 was $10.9 million and $9.4 million , respectively. Finance Leases We entered into one-year finance lease agreements, with an imputed interest rate of 3.3% , commencing on December 31, 2019 with bargain purchase options for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis. The leased equipment was valued based on the net present value of the minimum lease payments, which was $13.7 million (net of prepaid maintenance and imputed interest of $0.3 million ) and is included in Property and equipment, net on our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment . As of December 31, 2019, finance lease liabilities of $14.1 million (net of imputed interest of $0.3 million ) are included in Current portion of debt on our Consolidated Balance Sheets. For the year ended December 31, 2019 , the finance lease right-of-use assets and related liabilities represent a non-cash investing and financing activity. |
Finance Leases | Leases Operating Leases We have operating leases for corporate offices, data centers and certain equipment. Our leases have remaining lease terms of up to six years , some of which include escalation clauses, renewal options for up to five years or termination options within one year . Right-of-use assets and lease liabilities are recognized for our leases. Right-of-use assets for our operating leases are included in Other non-current assets in our Consolidated Balance Sheets. Refer to Note 11 — Other Non-Current Assets . Operating lease liabilities are included in the Consolidated Balance Sheets as follows (in millions): December 31, 2019 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 12.3 Other non-current liabilities 13.8 Total lease liabilities $ 26.1 As of December 31, 2019 , maturities of lease liabilities were as follows (in millions): 2020 $ 12.6 2021 7.5 2022 4.0 2023 2.0 2024 1.4 Total 27.5 Less: imputed interest (1.4 ) Total $ 26.1 As of December 31, 2018 , minimum operating lease payments for leases with initial or remaining terms greater than one year were as follows (in millions): 2019 $ 11.1 2020 10.3 2021 5.2 2022 2.5 2023 1.2 Thereafter 0.7 Total $ 31.0 Supplemental information related to leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2019 Operating lease cost (1) $ 15.7 Operating cash outflows related to lease liabilities 12.5 Non-cash additions for right-of-use assets, net of modifications 9.1 December 31, 2019 Weighted average remaining lease term (in years) 2.9 Weighted average discount rate 3.81 % _______________________________________________________ (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. Rent expense incurred under operating leases for the years ended December 31, 2018 and 2017 was $10.9 million and $9.4 million , respectively. Finance Leases We entered into one-year finance lease agreements, with an imputed interest rate of 3.3% , commencing on December 31, 2019 with bargain purchase options for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis. The leased equipment was valued based on the net present value of the minimum lease payments, which was $13.7 million (net of prepaid maintenance and imputed interest of $0.3 million ) and is included in Property and equipment, net on our Consolidated Balance Sheets. Refer to Note 7 — Property and Equipment . As of December 31, 2019, finance lease liabilities of $14.1 million (net of imputed interest of $0.3 million ) are included in Current portion of debt on our Consolidated Balance Sheets. For the year ended December 31, 2019 , the finance lease right-of-use assets and related liabilities represent a non-cash investing and financing activity. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | Employee Stock Purchase Plan and 401(k) Plan Employee Stock Purchase Plan ("ESPP") Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the "BKFS ESPP ") that allows our eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. We contribute varying matching amounts as specified in the BKFS ESPP document. On September 29, 2017, our Board of Directors approved, and BKI assumed the BKFS ESPP and renamed it the Black Knight, Inc. Employee Stock Purchase Plan (the "Black Knight ESPP"), which was amended and restated as of December 5, 2019. Effective January 1, 2020, a one-year holding period was implemented for contributions to the Black Knight ESPP. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. The other terms of the Black Knight ESPP, as amended, are substantially similar to the terms of the BKFS ESPP. We recorded expense of $8.0 million , $7.8 million and $6.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, relating to the participation of our employees in the Black Knight ESPP and BKFS ESPP. 401(k) Profit Sharing Plan Prior to the Distribution, our employees participated in a qualified 401(k) plan sponsored by FNF. Under the terms of the plan and subsequent amendments, eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. As a result of the Distribution, our employees no longer participate in this plan sponsored by FNF. Our indirect subsidiary, BKIS, adopted and established the Black Knight 401(k) Profit Sharing Plan (the “Black Knight 401(k) Plan”), effective September 29, 2017. The terms of the Black Knight 401(k) Plan are consistent with the terms of the 401(k) plan sponsored by FNF. We recorded expense of $6.5 million , $6.3 million and $5.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, relating to the participation of our employees in the 401(k) plans. | Omnibus Incentive Plan In 2015, we established the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (the "BKFS Omnibus Plan") authorizing the issuance of up to 11.0 million shares of BKFS Class A common stock, subject to the terms of the BKFS Omnibus Plan. During 2017, the shares available for future awards was increased by 7.5 million shares. The BKFS Omnibus Plan has been renamed the “Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan” (the "Black Knight Omnibus Plan"). Our board of directors adopted the Black Knight Omnibus Plan as of September 29, 2017, and the Black Knight Omnibus Plan was assumed by Black Knight, Inc. on September 29, 2017. The Black Knight Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equi valents. Awards granted are approved by the Compensation Committee of the Board of Directors. A summary of restricted shares granted is as follows: Date Number of shares granted Grant date fair value per share Vesting period (in years) Vesting criteria February 3, 2017 203,160 $ 37.90 3.0 Service and Performance February 3, 2017 681,410 $ 37.90 4.0 Service and Performance Various other 2017 dates 98,194 $ 41.90 - $42.25 2.0 Service February 9, 2018 772,642 $ 45.85 3.0 Service and Performance April 2, 2018 159,915 $ 46.90 3.0 Service and Performance April 2, 2018 200,427 $ 46.90 2.3 Service Various other 2018 dates 13,602 $ 50.15 - $53.70 3.0 Service and Performance February 15, 2019 793,863 $ 52.38 3.0 Service and Performance February 28, 2019 5,744 $ 52.25 2.0 Service April 8, 2019 1,110 $ 54.14 3.0 Service and Performance December 1, 2019 122,203 $ 63.01 3.0 Service and Performance Various other 2019 dates 14,202 $ 56.66 - $62.50 3.0 Service Restricted stock transactions under the Black Knight Omnibus plan for the periods presented are as follows: Shares Weighted average grant date fair value Balance December 31, 2016 2,908,374 * Granted 982,764 $ 38.31 Forfeited (127,801 ) $ 34.23 Vested (2,181,626 ) * Balance, December 31, 2017 1,581,711 $ 34.48 Granted 1,146,586 $ 46.27 Forfeited (22,515 ) $ 42.71 Vested (628,517 ) $ 34.90 Balance, December 31, 2018 2,077,265 $ 40.77 Granted 937,122 $ 53.84 Forfeited (90,880 ) $ 46.94 Vested (908,524 ) $ 39.83 Balance, December 31, 2019 2,014,983 $ 46.99 _______________ * The converted shares were originally BKFS LLC profits interests units granted in 2014 with a weighted average grant date fair value of $2.10 per unit, which vested over three years with 50% vesting after the second year and 50% vesting after the third year. In connection with our initial public offering, we converted certain outstanding BKFS LLC profits interests units into restricted shares of BKFS Class A common stock, and the fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. On February 18, 2020, we granted 503,785 restricted shares of our common stock with a grant date fair value of $74.91 per share, which was based on the closing price of our common stock on the date of grant. 487,096 restricted shares vest over a three -year period; vesting is also based on certain operating performance criteria. 16,689 restricted shares vest after one year. Equity-based compensation expense was $50.8 million , $50.9 million and $18.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Equity-based compensation includes accelerated recognition of $2.9 million , $6.9 million and $1.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. These expenses are included in Operating expenses in the Consolidated Statements of Earnings and Comprehensive Earnings. As of December 31, 2019 , the total unrecognized compensation cost related to non-vested restricted shares of our common stock is $36.3 million , which is expected to be recognized over a weighted average period of approximately 1.5 years. |
Employee Stock Purchase Plan an
Employee Stock Purchase Plan and 401(k) Plan Employee Stock Purchase Plan and 401(k) Plan | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Employee Stock Purchase Plan and 401(k) Plan | Employee Stock Purchase Plan and 401(k) Plan Employee Stock Purchase Plan ("ESPP") Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the "BKFS ESPP ") that allows our eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. We contribute varying matching amounts as specified in the BKFS ESPP document. On September 29, 2017, our Board of Directors approved, and BKI assumed the BKFS ESPP and renamed it the Black Knight, Inc. Employee Stock Purchase Plan (the "Black Knight ESPP"), which was amended and restated as of December 5, 2019. Effective January 1, 2020, a one-year holding period was implemented for contributions to the Black Knight ESPP. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. The other terms of the Black Knight ESPP, as amended, are substantially similar to the terms of the BKFS ESPP. We recorded expense of $8.0 million , $7.8 million and $6.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, relating to the participation of our employees in the Black Knight ESPP and BKFS ESPP. 401(k) Profit Sharing Plan Prior to the Distribution, our employees participated in a qualified 401(k) plan sponsored by FNF. Under the terms of the plan and subsequent amendments, eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. As a result of the Distribution, our employees no longer participate in this plan sponsored by FNF. Our indirect subsidiary, BKIS, adopted and established the Black Knight 401(k) Profit Sharing Plan (the “Black Knight 401(k) Plan”), effective September 29, 2017. The terms of the Black Knight 401(k) Plan are consistent with the terms of the 401(k) plan sponsored by FNF. We recorded expense of $6.5 million , $6.3 million and $5.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, relating to the participation of our employees in the 401(k) plans. | Omnibus Incentive Plan In 2015, we established the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (the "BKFS Omnibus Plan") authorizing the issuance of up to 11.0 million shares of BKFS Class A common stock, subject to the terms of the BKFS Omnibus Plan. During 2017, the shares available for future awards was increased by 7.5 million shares. The BKFS Omnibus Plan has been renamed the “Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan” (the "Black Knight Omnibus Plan"). Our board of directors adopted the Black Knight Omnibus Plan as of September 29, 2017, and the Black Knight Omnibus Plan was assumed by Black Knight, Inc. on September 29, 2017. The Black Knight Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equi valents. Awards granted are approved by the Compensation Committee of the Board of Directors. A summary of restricted shares granted is as follows: Date Number of shares granted Grant date fair value per share Vesting period (in years) Vesting criteria February 3, 2017 203,160 $ 37.90 3.0 Service and Performance February 3, 2017 681,410 $ 37.90 4.0 Service and Performance Various other 2017 dates 98,194 $ 41.90 - $42.25 2.0 Service February 9, 2018 772,642 $ 45.85 3.0 Service and Performance April 2, 2018 159,915 $ 46.90 3.0 Service and Performance April 2, 2018 200,427 $ 46.90 2.3 Service Various other 2018 dates 13,602 $ 50.15 - $53.70 3.0 Service and Performance February 15, 2019 793,863 $ 52.38 3.0 Service and Performance February 28, 2019 5,744 $ 52.25 2.0 Service April 8, 2019 1,110 $ 54.14 3.0 Service and Performance December 1, 2019 122,203 $ 63.01 3.0 Service and Performance Various other 2019 dates 14,202 $ 56.66 - $62.50 3.0 Service Restricted stock transactions under the Black Knight Omnibus plan for the periods presented are as follows: Shares Weighted average grant date fair value Balance December 31, 2016 2,908,374 * Granted 982,764 $ 38.31 Forfeited (127,801 ) $ 34.23 Vested (2,181,626 ) * Balance, December 31, 2017 1,581,711 $ 34.48 Granted 1,146,586 $ 46.27 Forfeited (22,515 ) $ 42.71 Vested (628,517 ) $ 34.90 Balance, December 31, 2018 2,077,265 $ 40.77 Granted 937,122 $ 53.84 Forfeited (90,880 ) $ 46.94 Vested (908,524 ) $ 39.83 Balance, December 31, 2019 2,014,983 $ 46.99 _______________ * The converted shares were originally BKFS LLC profits interests units granted in 2014 with a weighted average grant date fair value of $2.10 per unit, which vested over three years with 50% vesting after the second year and 50% vesting after the third year. In connection with our initial public offering, we converted certain outstanding BKFS LLC profits interests units into restricted shares of BKFS Class A common stock, and the fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. On February 18, 2020, we granted 503,785 restricted shares of our common stock with a grant date fair value of $74.91 per share, which was based on the closing price of our common stock on the date of grant. 487,096 restricted shares vest over a three -year period; vesting is also based on certain operating performance criteria. 16,689 restricted shares vest after one year. Equity-based compensation expense was $50.8 million , $50.9 million and $18.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Equity-based compensation includes accelerated recognition of $2.9 million , $6.9 million and $1.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. These expenses are included in Operating expenses in the Consolidated Statements of Earnings and Comprehensive Earnings. As of December 31, 2019 , the total unrecognized compensation cost related to non-vested restricted shares of our common stock is $36.3 million , which is expected to be recognized over a weighted average period of approximately 1.5 years. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Disaggregation of Revenues The following tables summarize revenues from contracts with clients (in millions): Year ended December 31, 2019 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 726.1 $ 137.0 $ 863.1 $ 32.2 $ — $ 895.3 Professional services 84.3 46.4 130.7 1.2 (0.5 ) (1) 131.4 Data solutions — — — 129.4 — 129.4 Other 5.1 13.4 18.5 2.6 — 21.1 Revenues $ 815.5 $ 196.8 $ 1,012.3 $ 165.4 $ (0.5 ) $ 1,177.2 Year ended December 31, 2018 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 716.3 $ 108.8 $ 825.1 $ 29.8 $ — $ 854.9 Professional services 82.2 44.5 126.7 2.1 (2.5 ) (1) 126.3 Data solutions — — — 119.7 — 119.7 Other 0.5 9.7 10.2 2.9 — 13.1 Revenues $ 799.0 $ 163.0 $ 962.0 $ 154.5 $ (2.5 ) $ 1,114.0 _______________________________________________________ (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. Our Software Solutions segment offers leading software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. These solutions primarily consist of processing and workflow management software applications. Our servicing software solutions primarily include our core servicing software solution that automates loan servicing, including loan setup and ongoing processing, customer service, accounting, reporting to the secondary mortgage market and investors and web-based workflow information systems. Our origination software solutions primarily include our solutions that automate and facilitate the origination of mortgage loans and provide an interconnected network allowing the various parties and systems associated with lending transactions to exchange data quickly and efficiently. Professional services consists of pre-implementation and post-implementation support and services and are primarily billed on a time and materials basis. Professional services may also include dedicated teams provided as part of agreements with software and hosting solutions clients. Our Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, behavioral models, a multiple listing service software solution and other data solutions. Transaction Price Allocated to Future Performance Obligations Our disclosure of transaction price allocated to these future performance obligations excludes the following: • Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable allocation criteria; • Performance obligations that are part of a contract with an original expected duration of one year or less; and • Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation. As of December 31, 2019 , the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.3 billion and is expected to be recognized as follows: 20% by December 31, 2020, 61% by December 31, 2022, 89% by December 31, 2024 and the rest thereafter. Effect of Adopting ASC 606 The primary effect of adopting ASC 606 relates to the timing differences attributable to the effect of straight-line revenue recognition due to escalating billings related to contractual minimums, certain distinct license arrangements and timing of revenue recognition for professional services. Certain agreements within our origination software solutions with distinct services that are substantially the same and provided ratably over the agreement term resulted in straight-line revenue recognition due to escalating billings related to contractual minimums. Further, we identified timing differences related to recognizing the license portion of certain distinct license arrangements within our origination software solutions and Data and Analytics segment upon delivery rather than ratably over the license term. Finally, we identified timing differences related to revenue recognition for certain distinct professional services for certain solutions within our servicing and origination software solutions, which are recognized in the period the professional services are performed compared to deferred and recognized over the remaining contract term under the previous standard. Moreover, fees for certain post-implementation professional services related to minor customization of hosted software solutions that are not distinct from the hosted software solutions are deferred and recognized over the remaining hosted software contract term rather than over the period the professional services are performed as required under the previous standard. In addition, based on our analysis of contract acquisition and fulfillment costs, we did not identify a material change to our current practice for capitalizing such costs; however, we amortize certain capitalized contract costs over a longer time period for certain contracts. Based on the requirements of the new standard, we consider the explicit term of the contract with the client, expected renewals and the rate of change related to our solutions in determining the amortization period of our deferred contract costs. Opening Balance Sheet Adjustment on January 1, 2018 As a result of applying the modified retrospective method to adopt ASC 606, the following amounts on our Consolidated Balance Sheet were adjusted as of January 1, 2018 to reflect the cumulative effect adjustment to the opening balance of Retained earnings (in millions): As reported December 31, 2017 Adjustments for ASC 606 adoption Adjusted January 1, 2018 Trade receivables, net $ 201.8 $ (6.2 ) $ 195.6 Prepaid expenses and other current assets 44.6 11.8 56.4 Receivables from related parties 18.1 (3.7 ) 14.4 Computer software, net 416.8 1.8 418.6 Deferred contract costs, net 136.1 13.3 149.4 Other non-current assets 104.0 3.3 107.3 Total assets 3,655.9 20.3 3,676.2 Deferred revenues (current) 59.6 (1.9 ) 57.7 Deferred revenues (non-current) 100.7 6.8 107.5 Deferred income taxes 224.6 4.2 228.8 Total liabilities 1,947.1 9.1 1,956.2 Retained earnings 201.4 11.2 212.6 Total equity 1,708.8 11.2 1,720.0 Total liabilities and equity 3,655.9 20.3 3,676.2 Effect of ASC 606 as of December 31, 2018 and for the Year Ended December 31, 2018 The following table summarizes the effect of adopting ASC 606 on our Consolidated Balance Sheet (in millions): As reported December 31, 2018 Effect of ASC 606 adoption Amounts without adoption of ASC 606 December 31, 2018 Trade receivables, net $ 172.3 $ 6.9 $ 179.2 Prepaid expenses and other current assets 67.3 (14.4 ) 52.9 Receivables from related parties 6.2 4.8 11.0 Computer software, net 405.6 (3.7 ) 401.9 Deferred contract costs, net 161.3 (17.2 ) 144.1 Other non-current assets 125.6 (7.0 ) 118.6 Total assets 3,653.4 (30.6 ) 3,622.8 Deferred revenues (current) 52.9 4.1 57.0 Deferred revenues (non-current) 106.8 (4.3 ) 102.5 Deferred income taxes 220.9 (8.1 ) 212.8 Total liabilities 1,866.9 (8.3 ) 1,858.6 Retained earnings 381.1 (22.3 ) 358.8 Total equity 1,786.5 (22.3 ) 1,764.2 Total liabilities and equity 3,653.4 (30.6 ) 3,622.8 The following tables summarize the effect of adopting ASC 606 on our Consolidated Statement of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2018 As reported Effect of ASC 606 adoption Amounts without adoption of ASC 606 Revenues $ 1,114.0 $ (11.6 ) $ 1,102.4 Operating expenses 625.4 4.5 629.9 Depreciation and amortization 217.0 (1.1 ) 215.9 Income tax expense 37.7 (3.9 ) 33.8 Net earnings 168.5 (11.1 ) 157.4 Earnings per share: Basic $ 1.14 $ (0.07 ) $ 1.07 Diluted $ 1.14 $ (0.08 ) $ 1.06 The following table summarizes the effect of adopting ASC 606 on our Consolidated Statement of Cash Flow (in millions): Year ended December 31, 2018 As reported Effect of ASC 606 adoption Amounts without adoption of ASC 606 Cash flows from operating activities: Net earnings $ 168.5 $ (11.1 ) $ 157.4 Certain adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 217.0 (1.1 ) 215.9 Deferred income taxes, net (7.5 ) (3.9 ) (11.4 ) Changes in assets and liabilities: Trade and other receivables, including receivables from related parties 44.5 (1.8 ) 42.7 Prepaid expenses and other assets (41.5 ) 6.3 (35.2 ) Deferred contract costs (44.8 ) 4.5 (40.3 ) Deferred revenues (6.4 ) 4.7 (1.7 ) Net cash provided by operating activities 435.5 (2.4 ) 433.1 Cash flows from investing activities: Additions to computer software (73.1 ) 2.4 (70.7 ) Net cash used in investing activities (144.1 ) 2.4 (141.7 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense (benefit) consists of the following (in millions): Year ended December 31, 2019 2018 2017 Current: Federal $ 39.5 $ 35.0 $ 10.4 State 9.7 9.4 5.3 Foreign 0.9 0.8 0.9 Total current 50.1 45.2 16.6 Deferred: Federal (0.2 ) (2.3 ) (87.5 ) State (8.0 ) (5.2 ) 9.1 Total deferred (8.2 ) (7.5 ) (78.4 ) Total income tax expense (benefit) $ 41.9 $ 37.7 $ (61.8 ) On December 22, 2017, the Tax Reform Act was signed into law. Among other provisions, the Tax Reform Act reduced the federal statutory corporate income tax rate from 35% to 21% . During the fourth quarter of 2017, we recorded a one-time, non-cash net tax benefit of $110.9 million related to the revaluation of our deferred income tax assets and liabilities as a result of the Tax Reform Act. A reconciliation of our federal statutory income tax rate to our effective income tax rate is as follows: Year ended December 31, 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 4.1 5.0 2.9 Noncontrolling interests — — (13.7 ) Tax credits (2.3 ) (1.8 ) (0.6 ) Transaction costs — — 1.4 Domestic production activities deduction — — (0.5 ) Effect of Tax Reform Act — — (57.6 ) Restricted share vesting (1.1 ) (1.0 ) (0.5 ) Effect of deferred revaluation related to lower blended state tax rate (3.3 ) (2.0 ) — Prior year return to provision adjustments (0.9 ) (2.8 ) — Other 1.1 (0.1 ) 1.5 Effective tax rate 18.6 % 18.3 % (32.1 )% Black Knight is treated as a corporation under applicable federal and state income tax laws. Following the Distribution and THL Interest Exchange, we no longer have any noncontrolling interests and indirectly own 100% of BKFS LLC. To reflect the 100% indirect ownership, we recorded a non-cash transaction resulting in an increase of $292.5 million to Deferred income taxes with an offset to Additional paid-in capital on the Consolidated Balance Sheets to reflect the difference in the tax and financial reporting basis of our assets and liabilities. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis and the tax basis of the corporate subsidiaries' assets and liabilities and expected benefits of utilizing net operating loss carryforwards. As of December 31, 2019 and 2018 , the components of deferred tax assets primarily relate to equity method investments, equity-based compensation, deferred revenues, interest rate swaps, employee benefits accruals and deferred compensation. As of December 31, 2019 and 2018 , the components of deferred tax liabilities primarily relate to depreciation and amortization of intangible assets, property and equipment and deferred contract costs. The significant components of deferred tax assets and liabilities consist of the following (in millions): December 31, 2019 2018 Deferred tax assets: Equity method investments $ 25.7 $ — Equity-based compensation 12.6 9.2 Deferred revenues 6.2 14.8 Interest rate swaps 5.6 — Other 13.0 11.4 Total deferred tax assets 63.1 35.4 Deferred tax liabilities: Goodwill and other intangibles (168.7 ) (178.9 ) Deferred contract costs (40.3 ) (41.9 ) Property, equipment and computer software (34.3 ) (28.0 ) Other (5.1 ) (7.5 ) Total deferred tax liabilities (248.4 ) (256.3 ) Net deferred tax liability $ (185.3 ) $ (220.9 ) ASC Topic 740-10, Accounting for Uncertain Tax Positions, requires that a tax position be recognized or derecognized based on a more likely than not threshold. This applies to positions taken or expected to be taken on a tax return. In 2017, as a result of the Distribution, we recorded an $8.3 million contingent tax liability for an uncertain tax position that was previously recorded at BKHI. As part of the Distribution, we entered into a tax matters agreement with FNF (the "Tax Matters Agreement"). The agreement outlines requirements for items such as the filing of pre and post-spin tax returns, payment of tax liabilities, entitlements of refunds and certain other tax matters. Under the Tax Matters Agreement with FNF, we had an indemnification receivable for the full amount of the contingent tax liability included in Receivables from related parties on the Consolidated Balance Sheets as of December 31, 2018 . In 2018, we received notification from the state of Florida that resulted in no change to our income tax liabilities. As a result, the $8.3 million contingent tax liability was resolved, and we no longer have a related indemnification receivable as of December 31, 2018 . A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2019 2018 Balance, January 1 $ 0.4 $ 8.3 Additions based on tax positions of prior years — 0.4 Decreases based on tax positions of prior years (0.4 ) (8.3 ) Balance, December 31 $ — $ 0.4 We are currently under audit by the Internal Revenue Service ("IRS") for the 2017 tax year. Our open tax years also include 2018 and 2019 for federal income tax purposes. We are currently under audit with the state of Missouri for the 2016, 2017 and 2018 tax years. We have open tax years for state income tax purposes for up to six years based on each state's laws. We record interest and penalties related to income taxes, if any, as a component of Income tax expense (benefit) on the Consolidated Statements of Earnings and Comprehensive Earnings. Tax Matters Agreement Pursuant to the Tax Matters Agreement with FNF, we were obligated to indemnify FNF during the two-year period following the Distribution for (i) any action by Black Knight, or the failure to take any action within our control that negates the tax-free status of the transactions; or (ii) direct or indirect changes in ownership of Black Knight equity interests that cause the Distribution to be a taxable event to FNF as a result of the application of Section 355(e) of the Internal Revenue Code (“IRC”) or to be a taxable event as a result of a failure to satisfy the “continuity of interest” or “device” requirements for tax-free treatment under Section 355 of the IRC. No such events occurred. Tax Distributions Prior to the Distribution, the taxable income of BKFS LLC was allocated to its members, including BKFS, and the members were required to reflect on their own income tax returns the items of income, gain, deduction and loss and other tax items of BKFS LLC that were allocated to them. BKFS LLC made tax distributions to its members for their allocable share of BKFS LLC's taxable income. Tax distributions are calculated based on allocations of income to a member for a particular taxable year without taking into account any losses allocated to the member in a prior taxable year. This practice is consistent with IRS regulations. Subject to certain reductions, tax distributions are generally made based on an assumed tax rate equal to the highest combined marginal federal, state and local income tax rate applicable to a U.S. corporation. BKFS LLC made tax distributions of $75.3 million during the year ended December 31, 2017 . The 2017 tax distributions were for the 2016 tax year and 2017 tax year relating to the period before the Distribution. During 2018 , the 2017 tax distribution amount was finalized, and we received a refund of $1.8 million from a former member of BKFS LLC. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | Concentrations of Risk We generate a significant amount of revenues from large clients, including a client that accounted for 10% of total revenues for the year ended December 31, 2019 and 12% of total revenues for the years ended December 31, 2018 and 2017 . Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade receivables and interest rate swaps. |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information ASC Topic 280, Segment Reporting ("ASC 280"), establishes standards for reporting information about segments and requires that a public business enterprise reports financial and descriptive information about its segments. Segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. Our chief executive officer is identified as the CODM as defined by ASC 280. To align with the internal management of our business operations based on service offerings, our business is organized into two segments. Refer to Note 16 — Revenues for a description of our Software Solutions and Data and Analytics segments. Separate discrete financial information is available for these two segments and the operating results of each segment are regularly evaluated by the CODM in order to assess performance and allocate resources. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. EBITDA is earnings before Interest expense, net, Income tax expense (benefit) and Depreciation and amortization. It also excludes Equity in earnings (losses) of unconsolidated affiliates. We do not allocate Interest expense, Other expense, net, Income tax expense (benefit), equity-based compensation and certain other items, such as purchase accounting adjustments and acquisition-related costs to the segments, since these items are not considered in evaluating the segments' overall operating performance. Summarized financial information concerning our segments is shown in the tables below (in millions): Year ended December 31, 2019 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 1,012.3 $ 165.4 $ (0.5 ) (1) $ 1,177.2 Expenses: Operating expenses 412.7 123.4 109.9 (2) 646.0 Transition and integration costs — — 5.4 (3) 5.4 EBITDA 599.6 42.0 (115.8 ) 525.8 Depreciation and amortization 123.9 15.9 96.4 (4) 236.2 Operating income (loss) 475.7 26.1 (212.2 ) 289.6 Interest expense, net (63.5 ) Other expense, net (1.4 ) Earnings before income taxes and equity in losses of unconsolidated affiliates 224.7 Income tax expense 41.9 Earnings before equity in losses of unconsolidated affiliates 182.8 Equity in losses of unconsolidated affiliates, net of tax (74.0 ) Net earnings $ 108.8 Balance sheet data: Total assets $ 3,242.8 $ 316.9 $ 403.1 $ 3,962.8 Goodwill $ 2,189.3 $ 172.1 $ — $ 2,361.4 Year ended December 31, 2018 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 962.0 $ 154.5 $ (2.5 ) (1) $ 1,114.0 Expenses: Operating expenses 394.8 115.0 115.6 (2) 625.4 Transition and integration costs — — 6.6 (5) 6.6 EBITDA 567.2 39.5 (124.7 ) 482.0 Depreciation and amortization 112.9 14.1 90.0 (4) 217.0 Operating income (loss) 454.3 25.4 (214.7 ) 265.0 Interest expense, net (51.7 ) Other expense, net (7.1 ) Earnings before income taxes 206.2 Income tax expense 37.7 Net earnings $ 168.5 Balance sheet data: Total assets $ 3,227.8 $ 310.2 $ 115.4 (6) $ 3,653.4 Goodwill $ 2,157.6 $ 172.1 $ — $ 2,329.7 Year ended December 31, 2017 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 904.5 $ 151.6 $ (4.5 ) (1) $ 1,051.6 Expenses: Operating expenses 388.0 113.2 68.3 (2) 569.5 Transition and integration costs — — 13.1 (7) 13.1 EBITDA 516.5 38.4 (85.9 ) 469.0 Depreciation and amortization 101.2 12.8 92.5 (4) 206.5 Operating income (loss) 415.3 25.6 (178.4 ) 262.5 Interest expense, net (57.5 ) Other expense, net (12.6 ) Earnings before income taxes 192.4 Income tax benefit (61.8 ) Net earnings $ 254.2 Balance sheet data: Total assets $ 3,223.5 $ 304.7 $ 127.7 (6) $ 3,655.9 Goodwill $ 2,134.7 $ 172.1 $ — $ 2,306.8 _______________________________________________________ (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 $51.7 million , $51.4 million and $19.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. (3) Transition and integration costs primarily consists of costs associated with expense reduction initiatives and 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. (5) Transition and integration costs primarily consists of costs associated with executive transition, transition-related costs as we transferred certain corporate functions from FNF and acquisitions. (6) Receivables from related parties are included in Corporate and Other. (7) Transition and integration costs primarily consists of legal and professional fees related to the Distribution and transition-related costs following the Distribution. |
Significant Accounting Polici_2
Significant Accounting Policies Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation Prior to the Distribution, BKFS LLC was subject to the consolidation guidance related to variable interest entities as set forth in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"). As the sole managing member of BKFS LLC, we had the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of the limited liability company agreement ("LLC Agreement"). Under the terms of the LLC Agreement, we were authorized to manage the business of BKFS LLC, including the authority to enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. Because we were the primary beneficiary through our sole managing member interest and possessed the rights established in the LLC Agreement, in accordance with the requirements of ASC 810, we controlled BKFS LLC and appropriately consolidated the operations thereof. We accounted for noncontrolling interests in accordance with ASC 810 prior to the Distribution. Noncontrolling interests represented Black Knight Holdings, Inc. ("BKHI"), a wholly-owned subsidiary of FNF, and certain of its affiliates' and THL and certain THL affiliates ("THL Affiliates")' share of net earnings or loss and of equity in BKFS LLC. BKFS Class A shareholders indirectly controlled BKFS LLC through our managing member interest. BKFS Class B shareholders had a noncontrolling interest in BKFS LLC. Their share of net earnings or loss in BKFS LLC is reported in Net earnings attributable to noncontrolling interests in our Consolidated Statements of Earnings and Comprehensive Earnings. Net earnings or loss attributable to noncontrolling interests do not include expenses incurred directly by us, including income tax expense attributable to us. Subsequent to the Distribution, BKFS LLC is an indirect wholly-owned subsidiary of BKI. As a result, we no longer have any noncontrolling interests in BKFS LLC. | |
Management Estimates | The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates. | |
Cash and Cash Equivalents | Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities. | |
Trade Receivables, Net | The carrying amounts reported in the Consolidated Balance Sheets for Trade receivables, net approximate their fair value because of their short-term nature. | |
Allowance for Doubtful Accounts | The allowance for doubtful accounts represents management's estimate of uncollectible balances. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. We write off trade receivables when the likelihood of collection of a trade receivable balance is considered remote. | |
Property, Plant and Equipment | Property and equipment, net is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 to 7 years for furniture, fixtures and computer equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the initial term of the respective lease or the estimated useful life of such asset. | |
Computer Software, Net | Computer software, net includes internally developed software, purchased software, software acquired in business combinations and asset acquisitions, less accumulated amortization. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line method over its remaining estimated useful life, ranging from 3 to 10 years . Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, ranging from 3 to 7 years . Internal development costs are accounted for in accordance with ASC Topic 985, Software , Subtopic 20, Costs of Software to Be Sold, Leased, or Marketed , or ASC Topic 350, Intangibles - Goodwill and Other , Subtopic 40, Internal-Use Software . For computer software products to be sold, leased or marketed, all costs incurred to establish technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers' salaries, related payroll costs and costs of independent contractors, are capitalized and amortized on a product-by-product basis commencing on the date of general release to clients. We do not capitalize any costs once the product is available for general release to clients. Judgment is required in determining when technological feasibility of a product is established. The timing of when various research and development projects become technologically feasible or ready for release can cause fluctuations in the amount of research and development costs that are expensed or capitalized in any given period. Generally, we amortize capitalized costs on a straight-line basis. However, we use an accelerated amortization method equal to the ratio of revenues generated by the software solution in the current year as a percentage of the estimated current and future revenues over its estimated useful life if that ratio is greater than the percentage to be amortized using the straight-line method. The estimated remaining software life generally ranges from 5 to 10 years . For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized commencing on the date the product is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded using the straight-line method over the software's estimated useful life, generally ranging from 5 to 7 years . | |
Other Intangible Assets, Net | Other intangible assets, net consist primarily of client relationships that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis, less accumulated amortization. Client relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates over a period of up to 10 years from the acquisition date. | |
Impairment Testing | Long-lived assets, including property and equipment, computer software and other intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. | |
Goodwill | Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. Goodwill is tested for impairment at the reporting unit level. In evaluating the recoverability of goodwill, we consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit's last quantitative test, and other factors to determine whether or not to first perform a qualitative test. When performing an annual goodwill impairment analysis based on a review of qualitative factors, we evaluate if events and circumstances exist that lead to a determination that the fair value of each reporting unit is more likely than not greater than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. The quantitative test includes determining the fair value of a reporting unit based on a weighted average of multiple valuation methods, primarily a combination of an income approach and a market approach, which are Level 3 and Level 2 inputs, respectively. The income approach includes the present value of estimated future cash flows, while the market approach uses earnings multiples of similar guideline public companies. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired and further testing is not required. | |
Deferred Contract Costs, Net | Deferred Contract Costs, Net We capitalize incremental contract acquisition costs that relate directly to an existing contract or a specific anticipated contract, and are expected to be recovered. Costs that would have been incurred regardless of whether the contract was obtained are expensed as incurred. As a practical expedient, we expense incremental costs of obtaining a contract if the amortization period of the asset would be one year or less. We also consider whether to capitalize costs to fulfill a contract that may be incurred before we commence performance on an obligation. These costs represent incremental, recoverable external costs and certain internal costs that are directly related to the contract and are primarily associated with costs of resources involved in installation of systems, processes and data conversion. Deferred contract costs are amortized on a systematic basis consistent with the transfer to the client of the solutions or services to which the asset relates. We consider the explicit term of the contract with the client, expected renewals and the rate of change related to our solutions in determining the amortization period, which ranges from 5 to 10 years . In the event indications exist that a deferred contract cost asset related to a particular contract may not be recoverable, undiscounted estimated cash flows of the total period over which economic benefits for providing the related products or services are expected to be received are projected and compared to the unamortized deferred contract cost balance. If the projected cash flows and any unrecognized revenues are not adequate to recover the unamortized cost, the balance would be adjusted with a charge to earnings to reduce the carrying amount to the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made. Amortization expense for deferred contract costs is included in Depreciation and amortization in our Consolidated Statements of Earnings and Comprehensive Earnings. Refer to the "Depreciation and Amortization" section below. | |
Trade Accounts Payable and Other Liabilities | Trade Accounts Payable and Other Accrued Liabilities The carrying amount reported in the Consolidated Balance Sheets for Trade accounts payable and other accrued liabilities approximates fair value because of their short-term nature. | |
Commitments and Contingencies | ASC Topic 450, Contingencies, | |
Compensation Related Costs | Prior to the Distribution, certain of our management-level employees and directors participated in the FNF Deferred Compensation Plan (the "FNF DCP"). The FNF DCP permitted participants to defer receipt of part of their current compensation. Participant benefits for the FNF DCP were provided by a funded rabbi trust. The compensation withheld from FNF DCP participants, together with investment income on the FNF DCP, was recorded as a deferred compensation obligation to participants. The underlying rabbi trust and the related liability was historically carried by FNF. As a result of the Distribution, the liability to Black Knight participants in the FNF DCP, as well as the related assets of the funded rabbi trust, were transferred to the newly-formed Black Knight Deferred Compensation Plan (the "BK DCP") in a non-cash transaction. The terms of the BK DCP are consistent with the terms of the former FNF DCP. | |
Equity-Based Compensation | We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost measured using the grant date fair value of equity-based payments to be recognized over the requisite service period, which generally equals the vesting period. For awards with a performance condition, we recognize compensation cost under the graded vesting method over the requisite service period of the award, which at times results in accelerated recognition of the cost. The fair value of our restricted stock awards is measured based on the closing market price of our stock on the grant date. Income tax effects of awards are recorded in our Consolidated Statements of Earnings and Comprehensive Earnings when the awards vest or are settled. We account for forfeitures as they occur. | |
Earnings Per Share | Basic net earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of common stock outstanding during the period. Diluted net earnings per share includes the effect of unvested restricted stock awards. | |
Revenue Recognition | Deferred Revenues Deferred revenues represent our obligation to transfer products or services to our client for which we have received consideration, or an amount of consideration is due, from the client. During the years ended December 31, 2019 and 2018 , revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $55.9 million and $51.7 million , respectively. Revenue Recognition We recognize revenues primarily relating to software and hosting solutions, professional services and data solutions. We are often party to multiple concurrent contracts or contracts that combine multiple solutions and services. These situations require judgment to determine if multiple contracts should be combined and accounted for as a single arrangement. In making this determination, we consider (i) the economics of each individual contract and whether or not it was negotiated on a standalone basis and (ii) if multiple promises represent a single performance obligation. Many times these arrangements include offerings from more than one segment to the same client. At contract inception, we assess the performance obligations, or deliverables, we have agreed to provide in the contract and determine if they are individually distinct or if they should be combined with other performance obligations. We combine performance obligations when an individual performance obligation does not have standalone value to our client. For example, we typically combine the delivery of complex, proprietary implementation-related professional services with the delivery of the related software solution. Contract modifications require judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract or (iii) a cumulative catch-up adjustment to the original contract. When evaluating contract modifications, we must identify the performance obligations of the modified contract and determine both the allocation of revenues to the remaining performance obligations and the period of recognition for each identified performance obligation. We include any fixed consideration within our contracts as part of the total transaction price. Generally, we include an estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not include taxes collected from clients and remitted to governmental authorities. The transaction price is allocated to our performance obligations in proportion to their relative standalone selling prices (“SSP”). SSP is the price for which we would sell a distinct solution or service separately to a client and is determined at contract inception. For a majority of our revenues, we have observable selling prices for our related solutions and services. However, if observable selling prices are not available, establishing SSP requires significant judgment. The estimated SSP considers all reasonably available information, including market conditions, demands, trends, our specific factors and information about the client or class of client. The adjusted market approach is generally used for new solutions and services or when observable inputs are limited or not available. The following describes the nature of our primary sources of revenue and the related revenue recognition policies: Software and Hosting Solutions Revenues Software and hosting solutions revenues are primarily comprised of software as a service (“SaaS”) offerings for various systems that perform processing and workflow management as well as provide data and analytics. To a lesser extent, we sell software licenses where hosting services may or may not be included in the arrangement. Contracts for software and hosting solutions typically span five to seven years. For our SaaS offerings, we promise our clients to stand ready to provide continuous access to our processing platforms and perform an unspecified quantity of processing services for a specified term. For this reason, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. We typically satisfy these performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. We evaluate our variable payment terms related to these revenues, and they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to and recognized on the day in which we perform the related services. Fixed fees for processing services are generally recognized ratably over the contract period. Our software licenses generally have significant standalone functionality to our clients upon delivery. Our software licenses are generally considered distinct performance obligations, and revenue allocated to the software license is typically recognized at a point in time upon delivery of the license. In conjunction with software licenses, we commonly provide our clients with additional services such as maintenance as well as associated implementation and other professional services related to the software license. Maintenance is typically comprised of technical support and unspecified updates and upgrades. We generally satisfy these performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance. When a software license contract also includes professional services that provide significant modification or customization of the software license, we combine the software license and professional services into a single performance obligation, and revenues for the combined performance obligation are recognized as the professional services are provided consistent with the methods described below for professional services revenues. We have contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the client can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the client to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the client’s control to obtain a copy of the software, and hosting revenue is recognized using the time-elapsed output method as the service is provided. If the software license is not separately identifiable from the hosting service, then the related revenues for the combined performance obligation is recognized ratably over the hosting period. Professional Services Revenues Professional services revenues are generally comprised of implementation, conversion, programming, training and consulting services associated with our SaaS and licensed software agreements. Professional services such as training, dedicated teams and consulting services are generally distinct. Distinct professional services revenues are primarily billed on a time and materials basis, and revenues are recognized over time as the services are performed. A portion of our professional services revenues are derived from contracts for dedicated personnel resources who are often working full-time at a client site and under the client's direction. These revenues generally recur as contracts are renewed. In assessing whether implementation services provided on SaaS or licensed software agreements are a distinct performance obligation, we consider whether the services are both capable of being distinct (i.e., the client can benefit from the services alone or in combination with other resources that are readily available to the client) and distinct within the context of the contract (i.e., separately identifiable from the other performance obligations in the contract). Professional services that are not distinct from an associated solution or offering are recognized over the common measure of progress for the overall performance obligation (typically a time-elapsed output measure that corresponds to the period over which the solution or offering is made available to the client). Data Solutions Revenues Revenues from data solutions are primarily from licenses for historical data and valuation-related analytical services and are generally distinct. License fees are recognized at a point in time upon delivery. Revenues allocated to data updates are recognized ratably over the period the updates are provided. In addition, to the extent that we provide continuous access to data through a hosted software platform, we recognize revenues ratably over the contract term. | |
Operating Expenses | Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses primarily include compensation costs, including equity-based compensation and benefits, hardware and software maintenance costs, software subscription costs, cloud computing costs, rent-related costs and professional services. Equity-based compensation is included within Corporate and Other in Note 21 — Segment Information . General and administrative expenses, which are primarily included in Operating expenses within Corporate and Other in Note 21 — Segment Information , include compensation costs, including benefits and equity-based compensation, hardware and software maintenance costs, software subscription costs, rent-related costs and other costs associated with the marketing, human resources, legal, enterprise risk, finance and other support functions. General and administrative expenses also include certain professional and legal fees and costs of advertising and other marketing-related programs. Depreciation and Amortization Depreciation and amortization includes the following (in millions): Year ended December 31, 2019 2018 2017 Computer software $ 97.3 $ 94.5 $ 84.0 Other intangible assets 59.3 57.2 67.8 Deferred contract costs 42.9 32.9 25.7 Property and equipment 36.7 32.4 29.0 Total $ 236.2 $ 217.0 $ 206.5 Computer software amortization for the year ended December 31, 2018 includes accelerated amortization of $1.7 million related to certain internally developed software. Deferred contract costs amortization for the years ended December 31, 2019 , 2018 and 2017 includes accelerated amortization of $6.2 million , $3.4 million and $3.3 million , respectively. Transition and Integration Costs | |
Interest Expense | Interest expense, net consists primarily of interest expense on our borrowings, amortization of our debt issuance costs and original issue discount, payments on our interest rate swaps, commitment fees on our revolving credit facility and administrative agent fees net of capitalized interest and interest income. | |
Income Tax | We are subject to income tax in the U.S. and certain state jurisdictions in which we operate and record the tax effects as a part of the tax accounting process of preparing the consolidated financial statements. Our India subsidiary is subject to income tax in India. The tax accounting process involves calculating current tax expense together with assessing basis differences resulting from differing recognition of items for income tax and GAAP accounting purposes. These differences result in current and deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of changes in tax rates and laws in future periods, if any, is reflected in the consolidated financial statements in the period enacted. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable earnings and, to the extent we believe that recovery is not likely, establish a valuation allowance. We believe that based on our historical pattern of taxable earnings, projections of future earnings, tax planning strategies, reversing taxable timing differences and other relevant evidence, we will produce sufficient earnings in the future to realize recorded deferred income tax assets. To the extent we establish a valuation allowance or increase an allowance in a period, we would reflect the increase as expense within Income tax expense in the Consolidated Statements of Earnings and Comprehensive Earnings. Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. We believe our tax positions comply with applicable tax law, and we adequately provide for any known tax contingencies. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense, net earnings or cash flows in the period that determination is made. | |
Treasury Stock | Shares held in treasury at the time of the Distribution were canceled for no consideration. In connection with this transaction, we made a policy election to charge the cost in excess of par value to Retained earnings when we cancel or retire treasury shares. | |
New Accounting Pronouncements | Leases (ASC Topic 842, Leases ("ASC 842")) In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), as well as several other related updates, which were codified as ASC 842. On January 1, 2019, we adopted this update using the effective date transition method. The reported results for the year ended December 31, 2019 reflect the application of ASC 842, while the comparative information has not been restated and continues to be reported under the related lease accounting standards in effect for those periods. The adoption of this update represents a change in accounting principle and resulted in the recognition of right-of-use assets and lease liabilities of $28.9 million on January 1, 2019. We elected the package of practical expedients, which permits us to leverage our prior conclusions about lease identification, lease classification and initial direct costs incurred. We also elected the practical expedient to combine lease and non-lease components when determining the value of right-of-use assets and lease liabilities, as well as the practical expedient to exclude leases with an initial term of 12 months or less. The primary effect of adopting this update relates to the recognition of our operating leases on our Consolidated Balance Sheets and providing additional disclosures about our leasing activities. As of January 1, 2019, we did not have any finance leases. Refer to Note 11 — Other Non-Current Assets , Note 12 — Long-Term Debt and Note 15 — Leases for additional disclosures related to our leasing activities. Revenue Recognition (ASC 606) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as well as several other related updates, which were codified as ASC 606. On January 1, 2018, we adopted this update using the modified retrospective method. Under this method, we recognized the cumulative effect of applying the new revenue recognition standard to existing revenue contracts that were active as of the adoption date as an adjustment to the opening balance of Retained earnings. The reported results for the years ended December 31, 2019 and 2018 reflect the application of ASC 606, while the comparative information has not been restated and continues to be reported under the related accounting standards in effect for the period. The adoption of ASC 606 represents a change in accounting principle that is intended to more closely align revenue recognition with the delivery of our services and provides financial statement readers with enhanced disclosures. The effect of ASC 606 on our consolidated finance statements as of December 31, 2018 and for the year ended December 31, 2018 is disclosed in Note 16 — Revenues . Other Accounting Pronouncements In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815) . This update expands the permissible benchmark interest rates to include the Secured Overnight Financing Rate and the Overnight Index Swap Rate as benchmark interest rates for hedge accounting purposes. We adopted this update on January 1, 2019. This update is required to be applied prospectively to qualifying new or redesignated hedging relationships entered into on and after the date of adoption. We did not enter into new hedging relationships in 2019. We continue to monitor developments related to London Interbank Offered Rate ("LIBOR") transition date and effects it may have on our strategy, systems and processes. Interest rates related to our credit agreement are based on the Eurodollar rate, which is based on LIBOR. The terms of our interest rate swap agreements are also based on LIBOR. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This update more closely aligns the accounting treatment of implementation costs for cloud solutions to the treatment of costs to develop or obtain internal-use software. Costs incurred during the planning and post-implementation stages are typically expensed, while costs incurred during the development stage are typically capitalized. The capitalized implementation costs are to be expensed over the term of the hosting arrangement including renewal options to the extent those options are expected to be utilized. This update also requires the capitalized implementation costs to be presented in the consolidated financial statements consistent with the presentation of the ongoing fees and payments associated with the cloud arrangement. We adopted this update on January 1, 2019 and applied its amendments prospectively. This update did not have a material effect on our Consolidated Financial Statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update allows a reclassification from Accumulated other comprehensive earnings to Retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Reform Act"). We adopted this update on January 1, 2019 and reclassified $1.0 million from Accumulated other comprehensive (loss) earnings to Retained earnings. Not Yet Adopted Pronouncements Current Expected Credit Losses (ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326")) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses, as well as several other related updates, which were codified as ASC 326. This update significantly changes how companies measure and recognize credit impairment for many financial assets. The new Current Expected Credit Loss Model requires companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets included in the scope of this standard. Our financial assets that are included in the scope of these updates are primarily trade receivables and contract assets. We applied an integrated approach to analyzing the effects of ASC 326, including developing accounting policies and positions, evaluating differences from applying the requirements of the new standard to our existing business practices and assessing the need for any changes in our processes and design of internal controls. The primary effect of adopting the new standard relates to the changes in our estimated credit losses and providing additional disclosures about our financial assets that are included in the scope of this new standard. Based on our assessment, we did not identify a material change in our business practices. The new standard requires companies to use a modified retrospective adoption approach. We will adopt ASC 326 on January 1, 2020 using this approach. We do not expect this update to have a material effect on our consolidated financial statements and related disclosures. Other Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This update simplifies accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes , related to intraperiod tax allocation, the methodology for calculating income tax in an interim period and the recognition of deferred tax liabilities for outside basis differences. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 with early adoption permitted. The amendments in this update should be applied on either a retrospective basis, modified retrospective basis or prospectively, depending on the provision within the amendment. We do not expect the adoption of this update to have a material effect on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This update removes, modifies and adds certain disclosure requirements for fair value measurements. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted. We do not expect the adoption of this update to have a material effect on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This update eliminates Step 2 of the goodwill impairment test that required a hypothetical purchase price allocation. Rather, entities should apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which a reporting unit's carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This update is effective prospectively for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted. We do not expect this update to have a material effect on our consolidated financial statements and related disclosures. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Class of Treasury Stock | A summary of share repurchases under our share repurchase program is as follows (in millions, except for per share amounts): Year Total number of shares repurchased Aggregate purchase price Average price paid per share Shares remaining under repurchase authorization as of December 31, BKI BKFS Class A 2017 2.0 1.2 $ 136.7 $ 42.87 6.8 2018 3.0 — 141.5 47.15 3.8 2019 0.2 — 11.9 57.94 3.6 Total 5.2 1.2 $ 290.1 $ 45.36 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents are unrestricted and include the following (in millions): December 31, 2019 2018 Cash $ 8.2 $ 9.5 Cash equivalents 7.2 10.8 Cash and cash equivalents $ 15.4 $ 20.3 |
Schedule of Accounts, Notes, Loans and Financing Receivable | A summary of Trade receivables, net of allowance for doubtful accounts is as follows (in millions): December 31, 2019 2018 Trade receivables — billed $ 136.6 $ 136.6 Trade receivables — unbilled 39.8 37.0 Trade receivables 176.4 173.6 Allowance for doubtful accounts (1.3 ) (1.3 ) Trade receivables, net $ 175.1 $ 172.3 |
Allowance for Credit Losses on Financing Receivables | The rollforward of allowance for doubtful accounts is as follows (in millions): Year ended December 31, 2019 2018 2017 Beginning balance $ (1.3 ) $ (1.9 ) $ (2.2 ) Bad debt expense (1.6 ) (0.6 ) (0.8 ) Write-offs, net of recoveries 1.6 1.2 1.1 Ending balance $ (1.3 ) $ (1.3 ) $ (1.9 ) |
Schedule of Depreciation and Amortization | (in millions): Year ended December 31, 2019 2018 2017 Computer software $ 97.3 $ 94.5 $ 84.0 Other intangible assets 59.3 57.2 67.8 Deferred contract costs 42.9 32.9 25.7 Property and equipment 36.7 32.4 29.0 Total $ 236.2 $ 217.0 $ 206.5 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in millions): December 31, 2019 2018 Prepaid expenses $ 37.1 $ 43.9 Contract assets 19.5 14.8 Other current assets 8.2 8.6 Prepaid expenses and other current assets $ 64.8 $ 67.3 |
Business Acquisitions Busines_2
Business Acquisitions Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions, Schedule of Consideration Paid | Total consideration, net of cash received, was $61.8 million for 100% of the equity interests in Compass Analytics. The total consideration was as follows (in millions): Cash paid $ 55.0 Contingent consideration 9.0 Less: cash acquired (2.2 ) Total consideration, net $ 61.8 |
Schedule of Recognized Identified 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 as of the acquisition date (in millions): Total purchase price consideration $ 61.8 Computer software $ 9.4 Other intangible assets 21.4 Goodwill 31.7 Other current and non-current assets 4.4 Total assets acquired 66.9 Total liabilities assumed 5.1 Net assets acquired $ 61.8 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | As of the acquisition date, the gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired during the year ended December 31, 2019 consisted of the following (dollars in millions): Gross carrying value Weighted average estimated life (in years) Computer software $ 9.4 5 Other intangible assets: Client relationships 19.1 10 Trade names 1.4 3 Non-compete agreements 0.9 5 Other intangible assets 21.4 Total gross carrying value $ 30.8 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Carrying Amount and Maximum Exposure Related to Variable Interests | The table below summarizes the carrying amount of our D&B Investment and our maximum exposure related to our variable interests in Star Parent (in millions): December 31, 2019 Total assets Maximum exposure Investment in Star Parent $ 291.3 $ 291.3 |
Unconsolidated VIEs | Summarized consolidated financial information for Star Parent is presented below as of December 31, 2019 and for the period from February 8, 2019 to December 31, 2019 (in millions): December 31, 2019 Current assets $ 418.6 Non-current assets 8,694.0 Total assets $ 9,112.6 Current liabilities, including short-term debt $ 1,090.4 Non-current liabilities 5,414.8 Total liabilities 6,505.2 Cumulative preferred series A stock 1,030.6 Total capital 1,576.8 Total liabilities and partners' capital $ 9,112.6 For the period February 8 to December 31, 2019 Revenues $ 1,413.9 Loss before provision for income taxes and equity in net income of affiliates $ (540.0 ) Net loss $ (425.8 ) Net loss attributable to Star Parent $ (546.3 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The computation of basic and diluted earnings per share is as follows (in millions, except per share amounts): Year ended December 31, 2019 2018 2017 Basic: Net earnings attributable to Black Knight $ 108.8 $ 168.5 $ 182.3 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 147.7 147.6 88.7 Basic net earnings per share $ 0.74 $ 1.14 $ 2.06 Diluted: Earnings before income taxes and equity in losses of unconsolidated affiliates $ 192.4 Income tax benefit excluding the effect of noncontrolling interests (32.2 ) Net earnings $ 224.6 Net earnings attributable to Black Knight $ 108.8 $ 168.5 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 147.7 147.6 88.7 Dilutive effect of unvested restricted shares of common stock 0.9 0.6 0.6 Weighted average shares of BKFS Class B common stock outstanding — — 63.1 Weighted average shares of common stock, diluted 148.6 148.2 152.4 Diluted net earnings per share $ 0.73 $ 1.14 $ 1.47 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party items | A detail of related party items included in Revenues is as follows (in millions): Year ended December 31, 2019 (1) 2018 2017 Software services $ 40.2 $ 35.9 $ 32.8 Data and analytics services 19.3 21.7 24.0 Total related party revenues $ 59.5 $ 57.6 $ 56.8 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions): Year ended December 31, 2019 (1) 2018 2017 Data entry, indexing services and other operating expenses $ 8.8 $ 8.2 $ 5.1 Corporate services 3.8 4.9 9.2 Technology and corporate services (0.1 ) (1.0 ) (1.7 ) Total related party expenses, net $ 12.5 $ 12.1 $ 12.6 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. A detail of the revenues and expenses, net from FNF is as follows (in millions): Year ended December 31, 2019 (1) 2018 2017 Revenues $ 59.5 $ 57.6 $ 56.8 Operating expenses 12.5 12.1 12.3 Guarantee fee — — 1.2 _______________________________________________________ (1) Transactions with FNF are summarized through November 30, 2019, the date after which FNF is no longer considered a related party. A summary of underwritten secondary offerings of shares of our common stock by affiliates of THL is as follows (in millions): May 11, 2018 March 15, 2018 February 15, 2018 November 24, 2017 May 12, 2017 (1) Number of shares sold by affiliates of THL 12.1 8.0 8.0 7.0 5.8 Number of shares Black Knight repurchased from the underwriter — 1.0 2.0 2.0 — Shares owned by affiliates of THL immediately after each offering — 12.1 20.1 28.1 35.1 _______________________________________________________ (1) Includes the effect of an option for the underwriter to purchase an additional 0.8 million shares, which was exercised in full and closed on May 18, 2017. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consist of the following (in millions): December 31, 2019 2018 Land $ 11.9 $ 11.9 Buildings and improvements 81.2 71.1 Leasehold improvements 7.1 6.7 Computer equipment 234.1 208.9 Furniture, fixtures and other equipment 11.2 11.0 Property and equipment 345.5 309.6 Accumulated depreciation and amortization (168.6 ) (132.5 ) Property and equipment, net $ 176.9 $ 177.1 |
Computer Software (Tables)
Computer Software (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Schedule of Capitalized Software | Computer software, net consists of the following (in millions): December 31, 2019 2018 Internally developed software $ 808.2 $ 746.0 Purchased software 78.9 60.7 Computer software 887.1 806.7 Accumulated amortization (481.1 ) (401.1 ) Computer software, net $ 406.0 $ 405.6 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on computer software for the next five fiscal years is as follows (in millions): 2020 (1) $ 102.8 2021 96.9 2022 87.8 2023 79.4 2024 25.9 _______________________________________________________ (1) Assumes assets not in service as of December 31, 2019 are placed in service equally throughout the year. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2020 $ 51.2 2021 39.9 2022 28.4 2023 16.8 2024 5.3 |
Otherr Intangible Assets (Table
Otherr Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Other intangible assets consist of the following (in millions): December 31, 2019 December 31, 2018 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Client relationships $ 587.1 $ (441.4 ) $ 145.7 $ 568.0 $ (382.8 ) $ 185.2 Other 9.1 (4.8 ) 4.3 6.9 (4.1 ) 2.8 Total intangible assets $ 596.2 $ (446.2 ) $ 150.0 $ 574.9 $ (386.9 ) $ 188.0 |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets consist of the following (in millions): December 31, 2019 December 31, 2018 Gross carrying Accumulated Net carrying Gross carrying Accumulated Net carrying Client relationships $ 587.1 $ (441.4 ) $ 145.7 $ 568.0 $ (382.8 ) $ 185.2 Other 9.1 (4.8 ) 4.3 6.9 (4.1 ) 2.8 Total intangible assets $ 596.2 $ (446.2 ) $ 150.0 $ 574.9 $ (386.9 ) $ 188.0 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense on computer software for the next five fiscal years is as follows (in millions): 2020 (1) $ 102.8 2021 96.9 2022 87.8 2023 79.4 2024 25.9 _______________________________________________________ (1) Assumes assets not in service as of December 31, 2019 are placed in service equally throughout the year. Estimated amortization expense on other intangible assets for the next five fiscal years is as follows (in millions): 2020 $ 51.2 2021 39.9 2022 28.4 2023 16.8 2024 5.3 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in millions): Software Solutions Data and Analytics Corporate and Other Total Balance, December 31, 2017 $ 2,134.7 $ 172.1 $ — $ 2,306.8 HeavyWater and Ernst acquisitions (Note 3) 22.9 — — 22.9 Balance, December 31, 2018 2,157.6 172.1 — 2,329.7 Compass Analytics acquisition (Note 3) 31.7 — — 31.7 Balance, December 31, 2019 $ 2,189.3 $ 172.1 $ — $ 2,361.4 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consist of the following (in millions): December 31, 2019 2018 Property records database $ 60.1 $ 59.9 Contract assets 37.8 17.0 Right-of-use assets 26.4 — Deferred compensation plan related assets 15.2 11.1 Unbilled receivables 3.5 5.0 Prepaid expenses 8.1 18.3 Unrealized gains on interest rate swaps — 6.2 Other 7.7 4.3 Other non-current assets $ 158.8 $ 121.8 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The 2018 Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter equal to the percentage set forth below of the initial aggregate principal amount of the term loans for such fiscal quarter: Payment Dates Percentage December 31, 2019 through and including March 31, 2020 0.63% Commencing on June 30, 2020 through and including March 31, 2022 1.25% Commencing on June 30, 2022 through and including March 31, 2023 2.50% Long-term debt consists of the following (in millions): December 31, 2019 December 31, 2018 Principal Debt Discount Total Principal Debt issuance costs Discount Total Term A Loan $ 1,203.1 $ (5.2 ) $ — $ 1,197.9 $ 1,234.4 $ (6.9 ) $ — $ 1,227.5 Revolving Credit Facility 310.0 (4.1 ) — 305.9 82.5 (5.4 ) — 77.1 Other 41.7 — (1.3 ) 40.4 32.9 — (0.8 ) 32.1 Total long-term debt 1,554.8 (9.3 ) (1.3 ) 1,544.2 1,349.8 (12.3 ) (0.8 ) 1,336.7 Less: Current portion of debt 80.0 (0.2 ) (0.7 ) 79.1 53.2 (0.2 ) (0.5 ) 52.5 Long-term debt, net of current portion $ 1,474.8 $ (9.1 ) $ (0.6 ) $ 1,465.1 $ 1,296.6 $ (12.1 ) $ (0.3 ) $ 1,284.2 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The estimated fair value of our Swap Agreements in the Consolidated Balance Sheets is as follows (in millions): December 31, Balance sheet accounts 2019 2018 Prepaid expenses and other current assets $ — $ 0.5 Other non-current assets $ — $ 6.2 Other non-current liabilities $ 21.9 $ 4.5 December 31, 2019 , we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions): Effective dates Notional amount Fixed rates March 31, 2017 through March 31, 2022 $ 200.0 2.08% September 29, 2017 through September 30, 2021 $ 200.0 1.69% April 30, 2018 through April 30, 2023 $ 250.0 2.61% January 31, 2019 through January 31, 2023 $ 300.0 2.65% Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (approximately 1.80% as of December 31, 2019 ). During the year ended December 31, 2019 , the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rates February 1, 2016 through January 31, 2019 $ 200.0 1.01% February 1, 2016 through January 31, 2019 $ 200.0 1.01% |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (loss) earnings ("OCE") on the accompanying Consolidated Statements of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 Amount of loss recognized Amount of gain reclassified from Accumulated OCE Amount of loss recognized Amount of gain reclassified from Accumulated OCE Amount of gain recognized Amount of loss reclassified from Accumulated OCE Swap agreements Attributable to noncontrolling interests $ — $ — $ — $ — $ 1.7 $ 0.5 Attributable to Black Knight (18.0 ) — (0.7 ) (2.7 ) 3.7 0.4 Total $ (18.0 ) $ — $ (0.7 ) $ (2.7 ) $ 5.4 $ 0.9 |
Schedule of Maturities of Long-term Debt | As of December 31, 2019 , principal maturities, including payments related to our finance leases, are as follows (in millions): 2020 $ 80.0 2021 72.3 2022 111.8 2023 1,290.7 Total $ 1,554.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): December 31, 2019 December 31, 2018 Carrying amount Fair value Carrying amount Fair value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 15.4 $ 15.4 $ — $ — $ 20.3 $ 20.3 $ — $ — Interest rate swaps (Note 12) — — — — 6.7 — 6.7 — Liabilities: Interest rate swaps (Note 12) 21.9 — 21.9 — 4.5 — 4.5 — Contingent consideration (Note 3) 9.0 — — 9.0 0.6 — — 0.6 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | As of December 31, 2019 , payment obligations for data processing and maintenance services agreements with initial or remaining terms greater than one year are as follows (in millions): 2020 $ 44.5 2021 32.1 2022 14.4 2023 12.4 Total $ 103.4 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Operating Lease Liabilities | Operating lease liabilities are included in the Consolidated Balance Sheets as follows (in millions): December 31, 2019 Operating lease liabilities: Trade accounts payable and other accrued liabilities $ 12.3 Other non-current liabilities 13.8 Total lease liabilities $ 26.1 |
Maturity of Operating Lease Liabilities | As of December 31, 2019 , maturities of lease liabilities were as follows (in millions): 2020 $ 12.6 2021 7.5 2022 4.0 2023 2.0 2024 1.4 Total 27.5 Less: imputed interest (1.4 ) Total $ 26.1 |
Schedule of Future Minimum Rental Payments for Operating Leases under Topic 840 | As of December 31, 2018 , minimum operating lease payments for leases with initial or remaining terms greater than one year were as follows (in millions): 2019 $ 11.1 2020 10.3 2021 5.2 2022 2.5 2023 1.2 Thereafter 0.7 Total $ 31.0 |
Supplemental Information | Supplemental information related to leases is as follows (in millions, except lease term and discount rate): Year ended December 31, 2019 Operating lease cost (1) $ 15.7 Operating cash outflows related to lease liabilities 12.5 Non-cash additions for right-of-use assets, net of modifications 9.1 December 31, 2019 Weighted average remaining lease term (in years) 2.9 Weighted average discount rate 3.81 % _______________________________________________________ (1) Operating lease cost includes right-of-use asset amortization as well as short-term and variable lease costs. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | A summary of restricted shares granted is as follows: Date Number of shares granted Grant date fair value per share Vesting period (in years) Vesting criteria February 3, 2017 203,160 $ 37.90 3.0 Service and Performance February 3, 2017 681,410 $ 37.90 4.0 Service and Performance Various other 2017 dates 98,194 $ 41.90 - $42.25 2.0 Service February 9, 2018 772,642 $ 45.85 3.0 Service and Performance April 2, 2018 159,915 $ 46.90 3.0 Service and Performance April 2, 2018 200,427 $ 46.90 2.3 Service Various other 2018 dates 13,602 $ 50.15 - $53.70 3.0 Service and Performance February 15, 2019 793,863 $ 52.38 3.0 Service and Performance February 28, 2019 5,744 $ 52.25 2.0 Service April 8, 2019 1,110 $ 54.14 3.0 Service and Performance December 1, 2019 122,203 $ 63.01 3.0 Service and Performance Various other 2019 dates 14,202 $ 56.66 - $62.50 3.0 Service Restricted stock transactions under the Black Knight Omnibus plan for the periods presented are as follows: Shares Weighted average grant date fair value Balance December 31, 2016 2,908,374 * Granted 982,764 $ 38.31 Forfeited (127,801 ) $ 34.23 Vested (2,181,626 ) * Balance, December 31, 2017 1,581,711 $ 34.48 Granted 1,146,586 $ 46.27 Forfeited (22,515 ) $ 42.71 Vested (628,517 ) $ 34.90 Balance, December 31, 2018 2,077,265 $ 40.77 Granted 937,122 $ 53.84 Forfeited (90,880 ) $ 46.94 Vested (908,524 ) $ 39.83 Balance, December 31, 2019 2,014,983 $ 46.99 _______________ * The converted shares were originally BKFS LLC profits interests units granted in 2014 with a weighted average grant date fair value of $2.10 per unit, which vested over three years with 50% vesting after the second year and 50% vesting after the third year. In connection with our initial public offering, we converted certain outstanding BKFS LLC profits interests units into restricted shares of BKFS Class A common stock, and the fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize revenues from contracts with clients (in millions): Year ended December 31, 2019 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 726.1 $ 137.0 $ 863.1 $ 32.2 $ — $ 895.3 Professional services 84.3 46.4 130.7 1.2 (0.5 ) (1) 131.4 Data solutions — — — 129.4 — 129.4 Other 5.1 13.4 18.5 2.6 — 21.1 Revenues $ 815.5 $ 196.8 $ 1,012.3 $ 165.4 $ (0.5 ) $ 1,177.2 Year ended December 31, 2018 Servicing Software Origination Software Software Solutions Data and Analytics Corporate and Other Total Software and hosting solutions $ 716.3 $ 108.8 $ 825.1 $ 29.8 $ — $ 854.9 Professional services 82.2 44.5 126.7 2.1 (2.5 ) (1) 126.3 Data solutions — — — 119.7 — 119.7 Other 0.5 9.7 10.2 2.9 — 13.1 Revenues $ 799.0 $ 163.0 $ 962.0 $ 154.5 $ (2.5 ) $ 1,114.0 _______________________________________________________ (1) Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP. |
Impact of ASC 606 | As a result of applying the modified retrospective method to adopt ASC 606, the following amounts on our Consolidated Balance Sheet were adjusted as of January 1, 2018 to reflect the cumulative effect adjustment to the opening balance of Retained earnings (in millions): As reported December 31, 2017 Adjustments for ASC 606 adoption Adjusted January 1, 2018 Trade receivables, net $ 201.8 $ (6.2 ) $ 195.6 Prepaid expenses and other current assets 44.6 11.8 56.4 Receivables from related parties 18.1 (3.7 ) 14.4 Computer software, net 416.8 1.8 418.6 Deferred contract costs, net 136.1 13.3 149.4 Other non-current assets 104.0 3.3 107.3 Total assets 3,655.9 20.3 3,676.2 Deferred revenues (current) 59.6 (1.9 ) 57.7 Deferred revenues (non-current) 100.7 6.8 107.5 Deferred income taxes 224.6 4.2 228.8 Total liabilities 1,947.1 9.1 1,956.2 Retained earnings 201.4 11.2 212.6 Total equity 1,708.8 11.2 1,720.0 Total liabilities and equity 3,655.9 20.3 3,676.2 Effect of ASC 606 as of December 31, 2018 and for the Year Ended December 31, 2018 The following table summarizes the effect of adopting ASC 606 on our Consolidated Balance Sheet (in millions): As reported December 31, 2018 Effect of ASC 606 adoption Amounts without adoption of ASC 606 December 31, 2018 Trade receivables, net $ 172.3 $ 6.9 $ 179.2 Prepaid expenses and other current assets 67.3 (14.4 ) 52.9 Receivables from related parties 6.2 4.8 11.0 Computer software, net 405.6 (3.7 ) 401.9 Deferred contract costs, net 161.3 (17.2 ) 144.1 Other non-current assets 125.6 (7.0 ) 118.6 Total assets 3,653.4 (30.6 ) 3,622.8 Deferred revenues (current) 52.9 4.1 57.0 Deferred revenues (non-current) 106.8 (4.3 ) 102.5 Deferred income taxes 220.9 (8.1 ) 212.8 Total liabilities 1,866.9 (8.3 ) 1,858.6 Retained earnings 381.1 (22.3 ) 358.8 Total equity 1,786.5 (22.3 ) 1,764.2 Total liabilities and equity 3,653.4 (30.6 ) 3,622.8 The following tables summarize the effect of adopting ASC 606 on our Consolidated Statement of Earnings and Comprehensive Earnings (in millions): Year ended December 31, 2018 As reported Effect of ASC 606 adoption Amounts without adoption of ASC 606 Revenues $ 1,114.0 $ (11.6 ) $ 1,102.4 Operating expenses 625.4 4.5 629.9 Depreciation and amortization 217.0 (1.1 ) 215.9 Income tax expense 37.7 (3.9 ) 33.8 Net earnings 168.5 (11.1 ) 157.4 Earnings per share: Basic $ 1.14 $ (0.07 ) $ 1.07 Diluted $ 1.14 $ (0.08 ) $ 1.06 The following table summarizes the effect of adopting ASC 606 on our Consolidated Statement of Cash Flow (in millions): Year ended December 31, 2018 As reported Effect of ASC 606 adoption Amounts without adoption of ASC 606 Cash flows from operating activities: Net earnings $ 168.5 $ (11.1 ) $ 157.4 Certain adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 217.0 (1.1 ) 215.9 Deferred income taxes, net (7.5 ) (3.9 ) (11.4 ) Changes in assets and liabilities: Trade and other receivables, including receivables from related parties 44.5 (1.8 ) 42.7 Prepaid expenses and other assets (41.5 ) 6.3 (35.2 ) Deferred contract costs (44.8 ) 4.5 (40.3 ) Deferred revenues (6.4 ) 4.7 (1.7 ) Net cash provided by operating activities 435.5 (2.4 ) 433.1 Cash flows from investing activities: Additions to computer software (73.1 ) 2.4 (70.7 ) Net cash used in investing activities (144.1 ) 2.4 (141.7 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consists of the following (in millions): Year ended December 31, 2019 2018 2017 Current: Federal $ 39.5 $ 35.0 $ 10.4 State 9.7 9.4 5.3 Foreign 0.9 0.8 0.9 Total current 50.1 45.2 16.6 Deferred: Federal (0.2 ) (2.3 ) (87.5 ) State (8.0 ) (5.2 ) 9.1 Total deferred (8.2 ) (7.5 ) (78.4 ) Total income tax expense (benefit) $ 41.9 $ 37.7 $ (61.8 ) | |
Reconciliation of the Federal Statutory Rate to Effective Tax Rate | A reconciliation of our federal statutory income tax rate to our effective income tax rate is as follows: Year ended December 31, 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 4.1 5.0 2.9 Noncontrolling interests — — (13.7 ) Tax credits (2.3 ) (1.8 ) (0.6 ) Transaction costs — — 1.4 Domestic production activities deduction — — (0.5 ) Effect of Tax Reform Act — — (57.6 ) Restricted share vesting (1.1 ) (1.0 ) (0.5 ) Effect of deferred revaluation related to lower blended state tax rate (3.3 ) (2.0 ) — Prior year return to provision adjustments (0.9 ) (2.8 ) — Other 1.1 (0.1 ) 1.5 Effective tax rate 18.6 % 18.3 % (32.1 )% | |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities consist of the following (in millions): December 31, 2019 2018 Deferred tax assets: Equity method investments $ 25.7 $ — Equity-based compensation 12.6 9.2 Deferred revenues 6.2 14.8 Interest rate swaps 5.6 — Other 13.0 11.4 Total deferred tax assets 63.1 35.4 Deferred tax liabilities: Goodwill and other intangibles (168.7 ) (178.9 ) Deferred contract costs (40.3 ) (41.9 ) Property, equipment and computer software (34.3 ) (28.0 ) Other (5.1 ) (7.5 ) Total deferred tax liabilities (248.4 ) (256.3 ) Net deferred tax liability $ (185.3 ) $ (220.9 ) | |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2019 2018 Balance, January 1 $ 0.4 $ 8.3 Additions based on tax positions of prior years — 0.4 Decreases based on tax positions of prior years (0.4 ) (8.3 ) Balance, December 31 $ — $ 0.4 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Segment Financial Information | Summarized financial information concerning our segments is shown in the tables below (in millions): Year ended December 31, 2019 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 1,012.3 $ 165.4 $ (0.5 ) (1) $ 1,177.2 Expenses: Operating expenses 412.7 123.4 109.9 (2) 646.0 Transition and integration costs — — 5.4 (3) 5.4 EBITDA 599.6 42.0 (115.8 ) 525.8 Depreciation and amortization 123.9 15.9 96.4 (4) 236.2 Operating income (loss) 475.7 26.1 (212.2 ) 289.6 Interest expense, net (63.5 ) Other expense, net (1.4 ) Earnings before income taxes and equity in losses of unconsolidated affiliates 224.7 Income tax expense 41.9 Earnings before equity in losses of unconsolidated affiliates 182.8 Equity in losses of unconsolidated affiliates, net of tax (74.0 ) Net earnings $ 108.8 Balance sheet data: Total assets $ 3,242.8 $ 316.9 $ 403.1 $ 3,962.8 Goodwill $ 2,189.3 $ 172.1 $ — $ 2,361.4 Year ended December 31, 2018 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 962.0 $ 154.5 $ (2.5 ) (1) $ 1,114.0 Expenses: Operating expenses 394.8 115.0 115.6 (2) 625.4 Transition and integration costs — — 6.6 (5) 6.6 EBITDA 567.2 39.5 (124.7 ) 482.0 Depreciation and amortization 112.9 14.1 90.0 (4) 217.0 Operating income (loss) 454.3 25.4 (214.7 ) 265.0 Interest expense, net (51.7 ) Other expense, net (7.1 ) Earnings before income taxes 206.2 Income tax expense 37.7 Net earnings $ 168.5 Balance sheet data: Total assets $ 3,227.8 $ 310.2 $ 115.4 (6) $ 3,653.4 Goodwill $ 2,157.6 $ 172.1 $ — $ 2,329.7 Year ended December 31, 2017 Software Solutions Data and Analytics Corporate and Other Total Revenues $ 904.5 $ 151.6 $ (4.5 ) (1) $ 1,051.6 Expenses: Operating expenses 388.0 113.2 68.3 (2) 569.5 Transition and integration costs — — 13.1 (7) 13.1 EBITDA 516.5 38.4 (85.9 ) 469.0 Depreciation and amortization 101.2 12.8 92.5 (4) 206.5 Operating income (loss) 415.3 25.6 (178.4 ) 262.5 Interest expense, net (57.5 ) Other expense, net (12.6 ) Earnings before income taxes 192.4 Income tax benefit (61.8 ) Net earnings $ 254.2 Balance sheet data: Total assets $ 3,223.5 $ 304.7 $ 127.7 (6) $ 3,655.9 Goodwill $ 2,134.7 $ 172.1 $ — $ 2,306.8 _______________________________________________________ (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 $51.7 million , $51.4 million and $19.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. (3) Transition and integration costs primarily consists of costs associated with expense reduction initiatives and acquisitions. (4) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. (5) Transition and integration costs primarily consists of costs associated with executive transition, transition-related costs as we transferred certain corporate functions from FNF and acquisitions. (6) Receivables from related parties are included in Corporate and Other. (7) Transition and integration costs primarily consists of legal and professional fees related to the Distribution and transition-related costs following the Distribution. |
Basis of Presentation - Narrat
Basis of Presentation - Narrative (Details) shares in Millions | 12 Months Ended | ||
Dec. 31, 2019segment$ / shares | Dec. 31, 2018segment$ / shares | Sep. 29, 2017$ / sharesshares | |
Equity, Class of Treasury Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Number of segments | segment | 2 | 2 | |
Common Class A | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
FNF subsidiaries | Common Class B | Black Knight Financial Services, LLC | |||
Equity, Class of Treasury Stock [Line Items] | |||
Noncontrolling interest, shares owned by noncontrolling owners | shares | 83.3 |
Basis of Presentation - Share R
Basis of Presentation - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 12, 2020 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Equity, Class of Treasury Stock [Line Items] | ||||||
Period in force | 3 years | |||||
Aggregate purchase price | $ 11.9 | $ 141.5 | $ 136.7 | $ 290.1 | ||
Average cost per share (usd per share) | $ 57.94 | $ 47.15 | $ 42.87 | $ 45.36 | ||
Remaining authorized shares for repurchase (shares) | 3.6 | 3.8 | 6.8 | 3.6 | ||
Common stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of shares repurchased (in shares) | 0.2 | 3 | 2 | 5.2 | ||
Common Class A | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Authorized amount (shares) | $ 10 | |||||
Number of shares repurchased (in shares) | 0 | 0 | 1.2 | |||
Subsequent Event | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Period in force | 3 years | |||||
Subsequent Event | Common Class A | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Authorized amount (shares) | $ 10 |
Significant Accounting Polici_4
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash | $ 8.2 | $ 9.5 |
Cash equivalents | 7.2 | 10.8 |
Cash and cash equivalents | $ 15.4 | $ 20.3 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Trade Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Trade receivables | $ 176.4 | $ 173.6 | |||
Allowance for doubtful accounts | (1.3) | (1.3) | $ (1.9) | $ (2.2) | |
Trade receivables, net | 175.1 | 172.3 | $ 195.6 | $ 201.8 | |
Trade receivables — billed | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Trade receivables | 136.6 | 136.6 | |||
Trade receivables — unbilled | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Trade receivables | $ 39.8 | $ 37 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Allowance for Doubtful Account (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ (1.3) | $ (1.9) | $ (2.2) |
Bad debt expense | (1.6) | (0.6) | (0.8) |
Write-offs, net of recoveries | 1.6 | 1.2 | 1.1 |
Ending balance | $ (1.3) | $ (1.3) | $ (1.9) |
Significant Accounting Polici_7
Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Prepaid expense current | $ 37.1 | $ 43.9 | ||
Contract assets | 19.5 | 14.8 | ||
Other assets current | 8.2 | 8.6 | ||
Prepaid Expense and Other Assets, Current | $ 64.8 | $ 67.3 | $ 56.4 | $ 44.6 |
Significant Accounting Polici_8
Significant Accounting Policies - Property and Equipment, Net & Computer Software, Net (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 30 years |
Furniture, fixtures and other equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Furniture, fixtures and other equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Software acquired in business combinations | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Software acquired in business combinations | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 10 years |
Purchased software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Purchased software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Software development, to be sold, leased or otherwise marketed | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Software development, to be sold, leased or otherwise marketed | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 10 years |
Internally developed software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Internally developed software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Significant Accounting Polici_9
Significant Accounting Policies - Other Intangible Assets, Net (Details) - Maximum | 12 Months Ended |
Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Client relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Significant Accounting Polic_10
Significant Accounting Policies - Deferred Contract Costs and Interest Expense, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Deferred contract costs | $ 42.9 | $ 32.9 | $ 25.7 |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years |
Significant Accounting Polic_11
Significant Accounting Policies - Deferred Compensation Plans (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Plan liability, other non-current liabilities | $ 14.6 | $ 10.9 |
Plan liability, other accrued liabilities | $ 0.9 | $ 0.7 |
Significant Accounting Polic_12
Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Deferred revenue, amount recognized | $ 55.9 | $ 51.7 |
Significant Accounting Polic_13
Significant Accounting Policies - Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | $ 236.2 | $ 217 | $ 206.5 |
Deferred contract costs | 42.9 | 32.9 | 25.7 |
Accelerated amortization of internally developed software | 1.7 | ||
Accelerated amortization of deferred charges | 6.2 | 3.4 | 3.3 |
Computer software | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 97.3 | 94.5 | 84 |
Other | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | 59.3 | 57.2 | 67.8 |
Property and equipment | |||
Schedule of Depreciation and Amortization Expense [Line Items] | |||
Depreciation and amortization | $ 36.7 | $ 32.4 | $ 29 |
Significant Accounting Polic_14
Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 26.4 | $ 0 | |
Operating lease liability | $ 26.1 | ||
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 28.9 | ||
Operating lease liability | $ 28.9 |
Business Acquisitions - Additi
Business Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Sep. 13, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 08, 2019 |
Business Acquisition [Line Items] | |||||
Equity interest acquired (percent) | 18.10% | ||||
Transition and integration costs | $ 5.4 | $ 6.6 | $ 13.1 | ||
Compass Analytics | |||||
Business Acquisition [Line Items] | |||||
Equity interest acquired (percent) | 100.00% | ||||
Cash paid | $ 55 | ||||
Contingent consideration | 9 | ||||
Less: cash acquired | (2.2) | ||||
Total purchase price consideration | $ 61.8 | ||||
Transition and integration costs | 0.2 | ||||
HeavyWater and Ernst | |||||
Business Acquisition [Line Items] | |||||
Total purchase price consideration | 43.4 | ||||
eLynx | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 0.1 | ||||
Trade Accounts Payable | Compass Analytics | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration liability, current | 4.2 | ||||
Other non-current liabilities | Compass Analytics | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration liability, non-current | $ 4.8 |
Business Acquisitions - Fair V
Business Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 13, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,361.4 | $ 2,329.7 | $ 2,306.8 | |
Compass Analytics | ||||
Business Acquisition [Line Items] | ||||
Total purchase price consideration | $ 61.8 | |||
Computer software | 9.4 | |||
Other intangible assets | 21.4 | |||
Goodwill | 31.7 | |||
Other current and non-current assets | 4.4 | |||
Total assets | 66.9 | |||
Total liabilities | 5.1 | |||
Net assets | $ 61.8 |
Business Acquisitions - Estima
Business Acquisitions - Estimated Useful Lives of Assets Acquired (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Sep. 13, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Compass Analytics | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Computer software | $ 9.4 | ||
Other intangible assets | 21.4 | ||
Total gross carrying value | 30.8 | ||
Compass Analytics | Client relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | 19.1 | ||
Property and equipment, useful life (in years) | 10 years | ||
Compass Analytics | Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | 1.4 | ||
Property and equipment, useful life (in years) | 3 years | ||
Compass Analytics | Non-compete agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets | $ 0.9 | ||
Property and equipment, useful life (in years) | 5 years | ||
Computer software | Compass Analytics | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, weighted average useful life | 5 years |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 01, 2019 | Jan. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 08, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||||
Investment amount | $ 17.6 | $ 375 | ||||
Share price (in USD per share) | $ 145 | |||||
Equity interest acquired (percent) | 18.10% | |||||
Equity in losses of unconsolidated affiliates, net of tax | $ (74) | $ 0 | $ 0 | |||
D&B Investment | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in losses of unconsolidated affiliates, net of tax | 73.9 | |||||
Tax benefit | $ (25) |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliates - Unconsolidated VIE (Details) $ in Millions | Dec. 31, 2019USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Total assets | $ 291.3 |
Maximum exposure | $ 291.3 |
Investments in Unconsolidated_5
Investments in Unconsolidated Affiliates - Summarized Financial Information (Details) - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | ||||
Total assets | $ 291.3 | $ 291.3 | ||
Revenues | 1,177.2 | $ 1,114 | $ 1,051.6 | |
Loss before provision for income taxes and equity in net income of affiliates | 224.7 | 206.2 | 192.4 | |
Net loss | 108.8 | 168.5 | 254.2 | |
Net loss attributable to Star Parent | 108.8 | $ 168.5 | $ 182.3 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Current assets | 418.6 | 418.6 | ||
Non-current assets | 8,694 | 8,694 | ||
Total assets | 9,112.6 | 9,112.6 | ||
Current liabilities, including short-term debt | 1,090.4 | 1,090.4 | ||
Non-current liabilities | 5,414.8 | 5,414.8 | ||
Total liabilities | 6,505.2 | 6,505.2 | ||
Cumulative preferred series A stock | 1,030.6 | 1,030.6 | ||
Total capital | 1,576.8 | 1,576.8 | ||
Total liabilities and partners' capital | 9,112.6 | $ 9,112.6 | ||
Revenues | 1,413.9 | |||
Loss before provision for income taxes and equity in net income of affiliates | (540) | |||
Net loss | (425.8) | |||
Net loss attributable to Star Parent | $ (546.3) |
Earnings Per Share - Additiona
Earnings Per Share - Additional Disclosures (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Conversion of Units to shares of Class A common stock, ratio (as a percent) | 1 | ||
Expected effective income tax rate reconciliation (percent) | (16.70%) | (16.70%) | |
Basic (in shares) | 147.7 | 147.6 | 88.7 |
Common Class B | |||
Class of Stock [Line Items] | |||
Basic (in shares) | 0 | 0 | 63.1 |
Common Class A | |||
Class of Stock [Line Items] | |||
Basic (in shares) | 147.7 | 147.6 | 88.7 |
Dilutive effect of unvested restricted shares of Class A common stock (in shares) | 0.9 | 0.6 | 0.6 |
Related Party Transactions - R
Related Party Transactions - Related Party Revenues and Expenses Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
D&B Investment | |
Related Party Transaction [Line Items] | |
Related party receivables | $ 0.2 |
Earnings Per Share - Computati
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic: | |||
Net earnings attributable to Black Knight | $ 108.8 | $ 168.5 | $ 182.3 |
Shares used for basic net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 147.7 | 147.6 | 88.7 |
Basic net earnings per share (in dollars per share) | $ 0.74 | $ 1.14 | $ 2.06 |
Diluted: | |||
Earnings before income taxes and equity in losses of unconsolidated affiliates | $ 224.7 | $ 206.2 | $ 192.4 |
Income tax benefit excluding the effect of noncontrolling interests | (32.2) | ||
Net earnings | $ 224.6 | ||
Shares used for diluted net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 147.7 | 147.6 | 88.7 |
Weighted average shares of Class A common stock, diluted (in shares) | 148.6 | 148.2 | 152.4 |
Diluted net earnings per share (in dollars per share) | $ 0.73 | $ 1.14 | $ 1.47 |
Common Class A | |||
Shares used for basic net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 147.7 | 147.6 | 88.7 |
Shares used for diluted net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 147.7 | 147.6 | 88.7 |
Dilutive effect of unvested restricted shares of Class A common stock (in shares) | 0.9 | 0.6 | 0.6 |
Common Class B | |||
Shares used for basic net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 0 | 0 | 63.1 |
Shares used for diluted net earnings per share: | |||
Weighted average shares of Class A common stock outstanding (in shares) | 0 | 0 | 63.1 |
Related Party Transactions - F
Related Party Transactions - FNF (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Related party revenues | $ 59.5 | $ 57.6 | $ 56.8 |
Related party expenses, net | 12.5 | 12.1 | 12.6 |
FNF | |||
Related Party Transaction [Line Items] | |||
Related party revenues | 59.5 | 57.6 | 56.8 |
Related party interest expense | 0 | 0 | 1.2 |
Operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 12.5 | $ 12.1 | $ 12.3 |
Senior Notes, issued at par | FNF | Senior Notes | |||
Related Party Transaction [Line Items] | |||
Guarantee fee, percent of outstanding principal | 1.00% |
Related Party Transactions - Un
Related Party Transactions - Underwritten Public Offering (Details) - shares | May 11, 2018 | Mar. 15, 2018 | Feb. 15, 2018 | Nov. 24, 2017 | Nov. 21, 2017 | May 12, 2017 |
Related Party Transaction [Line Items] | ||||||
Issuance of common stock (in shares) | 800,000 | |||||
THL and its affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock (in shares) | 12,100,000 | 8,000,000 | 8,000,000 | 7,000,000 | 5,800,000 | |
Purchases of treasury stock (share) | 0 | 1,000,000 | 2,000,000 | 2,000,000 | 0 | |
Investment Owned, Balance, Shares | 0 | 12,100,000 | 20,100,000 | 28,100,000 | 35,100,000 |
Related Party Transactions - T
Related Party Transactions - THL Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)director | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 12.5 | $ 12.1 | $ 12.6 |
Thomas H. Lee Partners, LP | |||
Related Party Transaction [Line Items] | |||
Number of related party directors serving on Board of Managers | director | 2 | ||
Related party expenses, net | $ 0.3 |
Related Party Transactions -_2
Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Related party revenues | $ 59.5 | $ 57.6 | $ 56.8 |
Software services | |||
Related Party Transaction [Line Items] | |||
Related party revenues | 40.2 | 35.9 | 32.8 |
Data and analytics services | |||
Related Party Transaction [Line Items] | |||
Related party revenues | $ 19.3 | $ 21.7 | $ 24 |
Related Party Transactions -_3
Related Party Transactions - Related Party Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 12.5 | $ 12.1 | $ 12.6 |
Data entry, indexing services and other operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 8.8 | 8.2 | 5.1 |
Corporate services | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | 3.8 | 4.9 | 9.2 |
Technology and corporate services | |||
Related Party Transaction [Line Items] | |||
Related party expenses, net | $ 0.1 | $ 1 | $ 1.7 |
Related Party Transactions - Re
Related Party Transactions - Related Party Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Contract assets | $ 19.5 | $ 14.8 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Contract assets | 4.8 | |
Deferred revenues | $ 0.1 |
Property and Equipment - Sched
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 345.5 | $ 309.6 |
Accumulated depreciation and amortization | (168.6) | (132.5) |
Property and equipment, net | 176.9 | 177.1 |
Leased equipment | 13.7 | |
Finance lease, imputed interest | 0.3 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11.9 | 11.9 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 81.2 | 71.1 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7.1 | 6.7 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 234.1 | 208.9 |
Furniture, fixtures and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 11.2 | $ 11 |
Computer Software - Additional
Computer Software - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||||
Computer software | $ 887.1 | $ 806.7 | ||
Accumulated amortization | (481.1) | (401.1) | ||
Computer software, net | 406 | 405.6 | $ 418.6 | $ 416.8 |
Internally developed software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Computer software | 808.2 | 746 | ||
Purchased software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Computer software | 78.9 | $ 60.7 | ||
Software acquisition agreement | 32 | |||
Computer software received | 6.5 | |||
Noncash investing addition | $ 4.8 |
Computer Software - Estimated A
Computer Software - Estimated Amortization Expense on Computer Software (Details) $ in Millions | Dec. 31, 2019USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2020 | $ 51.2 |
2021 | 39.9 |
2022 | 28.4 |
2023 | 16.8 |
2024 | 5.3 |
Internally developed and purchased software | |
Finite-Lived Intangible Assets [Line Items] | |
2020 | 102.8 |
2021 | 96.9 |
2022 | 87.8 |
2023 | 79.4 |
2024 | $ 25.9 |
Other Intangible Assets - Sche
Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 596.2 | $ 574.9 |
Accumulated amortization | (446.2) | (386.9) |
Net carrying amount | 150 | 188 |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 587.1 | 568 |
Accumulated amortization | (441.4) | (382.8) |
Net carrying amount | 145.7 | 185.2 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 9.1 | 6.9 |
Accumulated amortization | (4.8) | (4.1) |
Net carrying amount | $ 4.3 | $ 2.8 |
Other Intangible Assets - Addi
Other Intangible Assets - Additional information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, useful life (in years) | 10 years |
Other Intangible Assets - Esti
Other Intangible Assets - Estimated Amortization Expense (Details) $ in Millions | Dec. 31, 2019USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2020 | $ 51.2 |
2021 | 39.9 |
2022 | 28.4 |
2023 | 16.8 |
2024 | $ 5.3 |
Goodwill - Schedule of Goodwil
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,329.7 | $ 2,306.8 |
Acquisitions | 31.7 | 22.9 |
Goodwill, ending balance | 2,361.4 | 2,329.7 |
Goodwill deductible for tax purposes | 19.7 | |
Goodwill not deductible for tax purposes | 3.2 | |
Operating Segments | Software Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,157.6 | 2,134.7 |
Acquisitions | 31.7 | 22.9 |
Goodwill, ending balance | 2,189.3 | 2,157.6 |
Operating Segments | Data and Analytics | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 172.1 | 172.1 |
Acquisitions | 0 | 0 |
Goodwill, ending balance | 172.1 | 172.1 |
Corporate and Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | 0 |
Acquisitions | 0 | 0 |
Goodwill, ending balance | $ 0 | $ 0 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Property records database | $ 60.1 | $ 59.9 |
Contract assets | 37.8 | 17 |
Right-of-use assets | 26.4 | 0 |
Deferred compensation plan related assets | 15.2 | 11.1 |
Unbilled receivables | 3.5 | 5 |
Prepaid expenses | 8.1 | 18.3 |
Unrealized gains on interest rate swaps | 0 | 6.2 |
Other | 7.7 | 4.3 |
Other non-current assets | $ 158.8 | $ 121.8 |
Long-Term Debt - Long-term Deb
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total | $ 1,554.8 | $ 1,349.8 |
Debt issuance costs | (9.3) | (12.3) |
Debt Instrument, Unamortized Discount, Noncurrent | (1.3) | (0.8) |
Debt outstanding | 1,544.2 | 1,336.7 |
Long-term Debt, Gross, Current Maturities | 80 | 53.2 |
Debt Issuance Costs, Current, Net | (0.2) | (0.2) |
Debt Instrument, Unamortized Discount, Current | (0.7) | (0.5) |
Current portion of long-term debt | 79.1 | 52.5 |
Long-term Debt, Gross, Excluding Current Maturities | 1,474.8 | 1,296.6 |
Debt Issuance Costs, Noncurrent, Net | (9.1) | (12.1) |
Discount | (0.6) | (0.3) |
Long-term Debt, Excluding Current Maturities | 1,465.1 | 1,284.2 |
Term Loan | Term A Loan | ||
Debt Instrument [Line Items] | ||
Total | 1,203.1 | 1,234.4 |
Debt issuance costs | (5.2) | (6.9) |
Debt Instrument, Unamortized Discount, Noncurrent | 0 | 0 |
Debt outstanding | 1,197.9 | 1,227.5 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 310 | 82.5 |
Debt issuance costs | (4.1) | (5.4) |
Debt Instrument, Unamortized Discount, Noncurrent | 0 | 0 |
Debt outstanding | 305.9 | 77.1 |
Senior Notes | Senior Notes, issued at par | ||
Debt Instrument [Line Items] | ||
Total | 41.7 | 32.9 |
Debt issuance costs | 0 | 0 |
Debt Instrument, Unamortized Discount, Noncurrent | (1.3) | (0.8) |
Debt outstanding | $ 40.4 | $ 32.1 |
Long-Term Debt - Principal Mat
Long-Term Debt - Principal Maturities of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Maturities of Long-term Debt [Abstract] | ||
2020 | $ 80 | |
2021 | 72.3 | |
2022 | 111.8 | |
2023 | 1,290.7 | |
Total | $ 1,554.8 | $ 1,349.8 |
Long-Term Debt - Credit Agreem
Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) | Dec. 31, 2019 | Apr. 01, 2018 | Apr. 26, 2017 | Feb. 27, 2017 | Dec. 31, 2019 | Dec. 31, 2017 | Apr. 30, 2018 | May 27, 2015 |
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Increase in Borrowing Capacity | $ 100,000,000 | |||||||
Debt Refinancing Costs | $ 5,800,000 | |||||||
Other Debt, Current | $ 10,500,000 | 10,500,000 | ||||||
Other Debt, Noncurrent | 15,800,000 | 15,800,000 | ||||||
Finance lease obligations | 14,100,000 | $ 14,100,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee (as a percent) | 20.00% | |||||||
Amount unused on the Revolving Credit Facility | $ 440,000,000 | $ 440,000,000 | ||||||
Amended and Restated Credit Agreement | Term A Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,250,000,000 | |||||||
Amended and Restated Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 750,000,000 | |||||||
Credit Agreement First Amendment | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 125.00% | |||||||
Credit Agreement First Amendment | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 225.00% | |||||||
Variable rate, floor (as a percent) | 75.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate, Decrease | 25.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 25.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Minimum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 125.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 100.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Maximum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 200.00% | |||||||
Variable rate, floor (as a percent) | 0.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 150.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee (as a percent) | 15.00% | |||||||
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) | 25.00% | |||||||
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) | 125.00% | |||||||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee (as a percent) | 20.00% | |||||||
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) | 50.00% | |||||||
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) | 150.00% | |||||||
Term Loan | Term A Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of debt | $ 1,030,000,000 | $ 800,000,000 | ||||||
Term loans, interest rate at period end (as a percent) | 3.30% | 3.30% | ||||||
Debt Instrument, Increase in Face Amount | 300,000,000 | |||||||
Term Loan | Term B Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of debt | 400,000,000 | |||||||
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.00% | |||||||
Term Loan | Term B Loan | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate, floor (as a percent) | 75.00% | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 400,000,000 | ||||||
Credit facility, interest rate at period end (as a percent) | 3.10% | 3.10% | ||||||
Line of Credit Facility, Unused Capacity, Reduction in Commitment Fee Percentage | 5.00% | |||||||
Line of Credit | Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee (as a percent) | 15.00% | |||||||
Line of Credit | Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee (as a percent) | 30.00% | |||||||
Line of Credit | Term A Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Repricing Expense | $ 3,300,000 | |||||||
Line of Credit | Term B Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Repricing Expense | $ 1,100,000 | |||||||
Other Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from Other Debt | $ 16,300,000 | $ 32,900,000 | ||||||
Debt Instrument, Imputed Rate | 3.30% | 3.40% |
Long-Term Debt - Payment Dates
Long-Term Debt - Payment Dates and Percentages (Details) - Term Loan - Term A Loan | 12 Months Ended |
Dec. 31, 2019 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 0.63% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 1.25% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Quarterly installments of principal payments, percent of initial aggregate principal amount | 2.50% |
Long-Term Debt - Senior Notes
Long-Term Debt - Senior Notes (Details) - USD ($) $ in Millions | Apr. 26, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 25, 2017 | Jan. 02, 2014 |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 1,544.2 | $ 1,336.7 | ||||
Amortization of debt premium | (2.9) | (3.1) | $ (3.5) | |||
Senior Notes, issued at par | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt, amount | 8.2 | |||||
Redemption price percentage | 104.825% | |||||
Interest Expense, Debt | $ 0.7 | |||||
Long-term debt | $ 40.4 | 32.1 | ||||
Unamortized premium | $ 23.3 | |||||
Senior Notes, issued at par | Senior Notes | Interest Expense | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt premium | $ 0.5 | $ 1.5 | ||||
Senior Notes, issued at par | Senior Notes | FNF | ||||||
Debt Instrument [Line Items] | ||||||
Guarantee fee, percent of outstanding principal | 1.00% | |||||
Senior Notes, issued at par | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Long-term debt | $ 390 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2019 | Apr. 30, 2018 | Sep. 30, 2017 | Sep. 29, 2017 | Feb. 01, 2016 | ||
Derivative [Line Items] | |||||||||
Unrealized holding (losses) gains, net of tax(1) | [1] | $ (18) | $ (0.7) | $ 3.7 | |||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Month, Gross | 6.8 | ||||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 5.1 | ||||||||
Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount Per Derivative Instrument | $ 200 | ||||||||
Derivative, Fixed Interest Rate | 2.65% | 2.61% | 1.69% | ||||||
Derivative, Average Fixed Interest Rate | 1.01% | ||||||||
Derivative, Gain (Loss) on Derivative, Net | (21.9) | 2.2 | |||||||
Unrealized holding (losses) gains, net of tax(1) | $ (16.4) | $ 1.6 | |||||||
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 | 1.80% | ||||||||
[1] | Net of income tax benefit of $6.1 million and $0.2 million for the years ended December 31, 2019 and 2018 , respectively, and income tax expense of $2.1 million for the year ended December 31, |
Long-Term Debt - Swap Agreemen
Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 0 | $ 0.5 |
Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 6.2 |
Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 21.9 | $ 4.5 |
Long-Term Debt - Effect of Der
Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) - Interest Rate Swap - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ (18) | $ (0.7) | $ 5.4 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0 | (2.7) | 0.9 |
Noncontrolling interests | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | 0 | 0 | 1.7 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0 | 0 | 0.5 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (18) | (0.7) | 3.7 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 0 | $ (2.7) | $ 0.4 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Cash and cash equivalents | $ 15.4 | $ 20.3 |
Interest rate swaps | 0 | 6.7 |
Liabilities: | ||
Interest rate swaps | 21.9 | 4.5 |
Contingent consideration | 9 | 0.6 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 15.4 | 20.3 |
Interest rate swaps | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Interest rate swaps | 0 | 6.7 |
Liabilities: | ||
Interest rate swaps | 21.9 | 4.5 |
Contingent consideration | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Interest rate swaps | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | $ 9 | $ 0.6 |
Commitments and Contingencies
Commitments and Contingencies - Future Payments for Data Processing and Services Agreements (Details) $ in Millions | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 44.5 |
2021 | 32.1 |
2022 | 14.4 |
2023 | 12.4 |
Total | $ 103.4 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||||
Remaining lease term | 6 years | 6 years | ||
Renewal term | 5 years | 5 years | ||
Cancellation period | 1 year | |||
Rent expense | $ 10.9 | $ 9.4 | ||
Finance lease, imputed interest rate (percent) | 3.30% | |||
Finance lease period | 1 year | |||
Leased equipment, useful life (in years) | 5 years | |||
Leased equipment | $ 13.7 | $ 13.7 | ||
Finance lease, present value of future lease payments | 14.1 | 14.1 | ||
Finance lease, imputed interest | $ 0.3 | $ 0.3 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liabilities (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Trade accounts payable and other accrued liabilities | $ 12.3 |
Other non-current liabilities | 13.8 |
Total lease liabilities | $ 26.1 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 12.6 |
2021 | 7.5 |
2022 | 4 |
2023 | 2 |
2024 | 1.4 |
Total | 27.5 |
Less: imputed interest | (1.4) |
Total | $ 26.1 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments for Operating Leases under Topic 840 (Details) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 11.1 |
2020 | 10.3 |
2021 | 5.2 |
2022 | 2.5 |
2023 | 1.2 |
Thereafter | 0.7 |
Total | $ 31 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 15.7 |
Operating cash outflows related to lease liabilities | 12.5 |
Non-cash additions for right-of-use assets, net of modifications | $ 9.1 |
Weighted average remaining lease term (in years) | 2 years 10 months 24 days |
Weighted average discount rate | 3.81% |
Equity-Based Compensation - Re
Equity-Based Compensation - Restricted Stock Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 18, 2020 | Dec. 01, 2019 | Apr. 08, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | Feb. 09, 2018 | Feb. 03, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share-based compensation expense | $ 50.8 | $ 50.9 | $ 18.9 | |||||||
Accelerated share-based compensation | 2.9 | $ 6.9 | $ 1.3 | |||||||
Compensation cost not yet recognized | $ 36.3 | |||||||||
Compensation cost not yet recognized, period for recognition | 1 year 6 months | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted in period (in shares) | 122,203 | 1,110 | 5,744 | 793,863 | 772,642 | 937,122 | 1,146,586 | 982,764 | ||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 63.01 | $ 54.14 | $ 52.25 | $ 52.38 | $ 45.85 | $ 53.84 | $ 46.27 | $ 38.31 | ||
Vesting period (in years) | 3 years | 3 years | 2 years | 3 years | 3 years | |||||
BKLS LLC Profit Interests Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 2.10 | |||||||||
Common Class A | The Omnibus Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 11,000,000 | |||||||||
Additional shares authorized (in shares) | 7,500,000 | |||||||||
Subsequent Event | Common Class A | The Omnibus Plan | Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted in period (in shares) | 503,785 | |||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 74.91 | |||||||||
Vesting over a three-year period | Subsequent Event | Common Class A | The Omnibus Plan | Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted in period (in shares) | 487,096 | |||||||||
Vesting period (in years) | 3 years |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Grant (Details) - Restricted Stock - $ / shares | Dec. 01, 2019 | Apr. 08, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | Apr. 02, 2018 | Feb. 09, 2018 | Feb. 03, 2017 | Feb. 03, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 122,203 | 1,110 | 5,744 | 793,863 | 772,642 | 937,122 | 1,146,586 | 982,764 | |||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 63.01 | $ 54.14 | $ 52.25 | $ 52.38 | $ 45.85 | $ 53.84 | $ 46.27 | $ 38.31 | |||
Vesting period (in years) | 3 years | 3 years | 2 years | 3 years | 3 years | ||||||
Tranche one | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 159,915 | 681,410 | |||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 46.90 | ||||||||||
Vesting period (in years) | 3 years | 4 years | |||||||||
Tranche two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 200,427 | 203,160 | |||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 37.90 | ||||||||||
Vesting period (in years) | 2 years 3 months 18 days | 3 years | |||||||||
Various Grants | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 14,202 | 13,602 | 98,194 | ||||||||
Vesting period (in years) | 3 years | 3 years | 2 years | ||||||||
Various Grants | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 56.66 | $ 50.15 | $ 41.90 | ||||||||
Various Grants | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 62.50 | $ 53.70 | $ 42.25 |
Equity-Based Compensation - _2
Equity-Based Compensation - Restricted Stock Transactions (Details) - $ / shares | Feb. 18, 2020 | Dec. 01, 2019 | Apr. 08, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | Apr. 02, 2018 | Feb. 09, 2018 | Feb. 03, 2017 | Feb. 03, 2016 | May 20, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period (in years) | 3 years | 3 years | 2 years | 3 years | 3 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Outstanding shares, Balance Beginning (in shares) | 2,077,265 | 1,581,711 | 2,908,374 | ||||||||||
Granted (in shares) | 122,203 | 1,110 | 5,744 | 793,863 | 772,642 | 937,122 | 1,146,586 | 982,764 | |||||
Canceled (in shares) | (90,880) | (22,515) | (127,801) | ||||||||||
Vested (in shares) | (908,524) | (628,517) | (2,181,626) | ||||||||||
Outstanding shares, Balance Ending (in shares) | 2,014,983 | 2,077,265 | 1,581,711 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 63.01 | $ 54.14 | $ 52.25 | $ 52.38 | $ 45.85 | $ 53.84 | $ 46.27 | $ 38.31 | |||||
Forfeitures, weighted average grant date fair value (in dollars per share) | 46.94 | 42.71 | 34.23 | ||||||||||
Vested in period, weighted average grant date fair value (in dollars per share) | 39.83 | 34.90 | |||||||||||
Outstanding (in usd per share) | $ 46.99 | $ 40.77 | 34.48 | ||||||||||
BKLS LLC Profit Interests Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 2.10 | ||||||||||||
The Omnibus Plan | Restricted Stock | Common Class A | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Converted in period, weighted average grant date fair value (in dollars per share) | $ 24.50 | ||||||||||||
Vesting after second year | Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period (in years) | 3 years | 4 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (in shares) | 159,915 | 681,410 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 46.90 | ||||||||||||
Vesting after second year | BKLS LLC Profit Interests Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Vesting percentage | 50.00% | ||||||||||||
Vesting after third year | Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period (in years) | 2 years 3 months 18 days | 3 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (in shares) | 200,427 | 203,160 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 37.90 | ||||||||||||
Vesting after third year | BKLS LLC Profit Interests Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Vesting percentage | 50.00% | ||||||||||||
Subsequent Event | The Omnibus Plan | Restricted Stock | Common Class A | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (in shares) | 503,785 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 74.91 | ||||||||||||
Subsequent Event | Vesting over a three-year period | The Omnibus Plan | Restricted Stock | Common Class A | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period (in years) | 3 years | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (in shares) | 487,096 | ||||||||||||
Subsequent Event | Vesting after first year | The Omnibus Plan | Restricted Stock | Common Class A | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period (in years) | 1 year | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||||||
Granted (in shares) | 16,689 |
Employee Stock Purchase Plan _2
Employee Stock Purchase Plan and 401(k) Plan - Stock Purchase Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 20, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 50.8 | $ 50.9 | $ 18.9 | |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 8 | $ 7.8 | $ 6 | |
Black Knight ESPP Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee stock purchase plan (ESPP), annual contributions per employee (as a percent) | 3.00% | |||
Black Knight ESPP Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee stock purchase plan (ESPP), annual contributions per employee (as a percent) | 15.00% |
Employee Stock Purchase Plan _3
Employee Stock Purchase Plan and 401(k) Plan - 401(k) Profit Sharring Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Defined contribution plan, maximum annual contributions per employee (as a percent) | 40.00% | ||
Defined contribution plan, employer matching contribution, percent of match | 37.50% | ||
Defined contribution plan, employe matching contribution, percent of employee's gross pay | 6.00% | ||
Defined contribution plan, cost recognized | $ 6.5 | $ 6.3 | $ 5.8 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,114 | $ 1,177.2 |
Software and hosting solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 854.9 | 895.3 |
Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 126.3 | 131.4 |
Data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 119.7 | 129.4 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13.1 | 21.1 |
Operating Segments | Software Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 962 | 1,012.3 |
Operating Segments | Software Solutions | Software and hosting solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 825.1 | 863.1 |
Operating Segments | Software Solutions | Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 126.7 | 130.7 |
Operating Segments | Software Solutions | Data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Operating Segments | Software Solutions | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10.2 | 18.5 |
Operating Segments | Data and Analytics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 154.5 | 165.4 |
Operating Segments | Data and Analytics | Software and hosting solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 29.8 | 32.2 |
Operating Segments | Data and Analytics | Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2.1 | 1.2 |
Operating Segments | Data and Analytics | Data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 119.7 | 129.4 |
Operating Segments | Data and Analytics | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2.9 | 2.6 |
Corporate and Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | (2.5) | (0.5) |
Corporate and Other | Software and hosting solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Corporate and Other | Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | (2.5) | (0.5) |
Corporate and Other | Data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Corporate and Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Reportable Legal Entities | Servicing Software | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 799 | 815.5 |
Reportable Legal Entities | Servicing Software | Software and hosting solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 716.3 | 726.1 |
Reportable Legal Entities | Servicing Software | Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 82.2 | 84.3 |
Reportable Legal Entities | Servicing Software | Data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Reportable Legal Entities | Servicing Software | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0.5 | 5.1 |
Reportable Legal Entities | Origination Software | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 163 | 196.8 |
Reportable Legal Entities | Origination Software | Software and hosting solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 108.8 | 137 |
Reportable Legal Entities | Origination Software | Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 44.5 | 46.4 |
Reportable Legal Entities | Origination Software | Data solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Reportable Legal Entities | Origination Software | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 9.7 | $ 13.4 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Billions | Dec. 31, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 2.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 20.00% |
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 | 61.00% |
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 | 89.00% |
Revenues - Effect of ASC 606 on
Revenues - Effect of ASC 606 on Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Trade receivables, net | $ 175.1 | $ 172.3 | $ 195.6 | $ 201.8 | |
Prepaid expenses and other current assets | 64.8 | 67.3 | 56.4 | 44.6 | |
Receivables from related parties | 0.2 | 6.2 | 14.4 | 18.1 | |
Computer software, net | 406 | 405.6 | 418.6 | 416.8 | |
Deferred contract costs, net | 159.3 | 161.3 | 149.4 | 136.1 | |
Other non-current assets | 125.6 | 107.3 | 104 | ||
Total assets | 3,962.8 | 3,653.4 | 3,676.2 | 3,655.9 | |
Deferred revenues (current) | 50.9 | 52.9 | 57.7 | 59.6 | |
Deferred revenues (non-current) | 98 | 106.8 | 107.5 | 100.7 | |
Deferred income taxes | 185.3 | 220.9 | 228.8 | 224.6 | |
Total liabilities | 2,064.3 | 1,866.9 | 1,956.2 | 1,947.1 | |
Retained earnings | 490.6 | 381.1 | 212.6 | 201.4 | |
Total equity | 1,898.5 | 1,786.5 | 1,720 | 1,708.8 | $ 1,939.4 |
Total liabilities and equity | $ 3,962.8 | 3,653.4 | 3,676.2 | $ 3,655.9 | |
Accounting Standards Update 2014-09 | Adjustments for ASC 606 adoption | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Trade receivables, net | (6.2) | ||||
Prepaid expenses and other current assets | 11.8 | ||||
Receivables from related parties | (3.7) | ||||
Computer software, net | 1.8 | ||||
Deferred contract costs, net | 13.3 | ||||
Other non-current assets | 3.3 | ||||
Total assets | 20.3 | ||||
Deferred revenues (current) | (1.9) | ||||
Deferred revenues (non-current) | 6.8 | ||||
Deferred income taxes | 4.2 | ||||
Total liabilities | 9.1 | ||||
Retained earnings | 11.2 | ||||
Total equity | 11.2 | ||||
Total liabilities and equity | $ 20.3 | ||||
Effect of ASC 606 adoption | Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Trade receivables, net | 6.9 | ||||
Prepaid expenses and other current assets | (14.4) | ||||
Receivables from related parties | 4.8 | ||||
Computer software, net | (3.7) | ||||
Deferred contract costs, net | (17.2) | ||||
Other non-current assets | (7) | ||||
Total assets | (30.6) | ||||
Deferred revenues (current) | 4.1 | ||||
Deferred revenues (non-current) | (4.3) | ||||
Deferred income taxes | (8.1) | ||||
Total liabilities | (8.3) | ||||
Retained earnings | (22.3) | ||||
Total equity | (22.3) | ||||
Total liabilities and equity | (30.6) | ||||
Amounts without adoption of ASC 606 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Trade receivables, net | 179.2 | ||||
Prepaid expenses and other current assets | 52.9 | ||||
Receivables from related parties | 11 | ||||
Computer software, net | 401.9 | ||||
Deferred contract costs, net | 144.1 | ||||
Other non-current assets | 118.6 | ||||
Total assets | 3,622.8 | ||||
Deferred revenues (current) | 57 | ||||
Deferred revenues (non-current) | 102.5 | ||||
Deferred income taxes | 212.8 | ||||
Total liabilities | 1,858.6 | ||||
Retained earnings | 358.8 | ||||
Total equity | 1,764.2 | ||||
Total liabilities and equity | $ 3,622.8 |
Revenues - Effect of ASC 606 _2
Revenues - Effect of ASC 606 on Statement of Earnings (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | $ 1,114 | ||
Operating expenses | $ 646 | 625.4 | $ 569.5 |
Depreciation and amortization | 236.2 | 217 | 206.5 |
Income tax expense | 41.9 | 37.7 | (61.8) |
Net earnings | $ 108.8 | $ 168.5 | $ 254.2 |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.74 | $ 1.14 | $ 2.06 |
Diluted (in dollars per share) | $ 0.73 | $ 1.14 | $ 1.47 |
Effect of ASC 606 adoption | Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | $ (11.6) | ||
Operating expenses | 4.5 | ||
Depreciation and amortization | (1.1) | ||
Income tax expense | (3.9) | ||
Net earnings | $ (11.1) | ||
Earnings per share: | |||
Basic (in dollars per share) | $ (0.07) | ||
Diluted (in dollars per share) | $ (0.08) | ||
Amounts without adoption of ASC 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | $ 1,102.4 | ||
Operating expenses | 629.9 | ||
Depreciation and amortization | 215.9 | ||
Income tax expense | 33.8 | ||
Net earnings | $ 157.4 | ||
Earnings per share: | |||
Basic (in dollars per share) | $ 1.07 | ||
Diluted (in dollars per share) | $ 1.06 |
Revenues - Effect of ASC 606 _3
Revenues - Effect of ASC 606 on Statement of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net earnings | $ 108.8 | $ 168.5 | $ 254.2 |
Certain adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 236.2 | 217 | 206.5 |
Deferred income taxes, net | (3.7) | (7.5) | (78.4) |
Trade and other receivables, including receivables from related parties | 7.4 | 44.5 | (52.5) |
Prepaid expenses and other assets | (0.9) | (41.5) | 1.7 |
Deferred revenues | (40.9) | (44.8) | (48.5) |
Deferred contract costs | (15.6) | (6.4) | 35.6 |
Net cash provided by operating activities | 378.3 | 435.5 | 351.1 |
Cash flows from investing activities: | |||
Additions to computer software | (81.5) | (73.1) | (53.3) |
Net cash used in investing activities | $ (551) | (144.1) | $ (84.7) |
Effect of ASC 606 adoption | Accounting Standards Update 2014-09 | |||
Cash flows from operating activities: | |||
Net earnings | (11.1) | ||
Certain adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | (1.1) | ||
Deferred income taxes, net | (3.9) | ||
Trade and other receivables, including receivables from related parties | (1.8) | ||
Prepaid expenses and other assets | 6.3 | ||
Deferred revenues | 4.5 | ||
Deferred contract costs | 4.7 | ||
Net cash provided by operating activities | (2.4) | ||
Cash flows from investing activities: | |||
Additions to computer software | 2.4 | ||
Net cash used in investing activities | 2.4 | ||
Amounts without adoption of ASC 606 | |||
Cash flows from operating activities: | |||
Net earnings | 157.4 | ||
Certain adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 215.9 | ||
Deferred income taxes, net | (11.4) | ||
Trade and other receivables, including receivables from related parties | 42.7 | ||
Prepaid expenses and other assets | (35.2) | ||
Deferred revenues | (40.3) | ||
Deferred contract costs | (1.7) | ||
Net cash provided by operating activities | 433.1 | ||
Cash flows from investing activities: | |||
Additions to computer software | (70.7) | ||
Net cash used in investing activities | $ (141.7) |
Income Taxes - Additional Info
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Tax benefit from reform | $ 110.9 | ||
Contingent tax liability for uncertain tax positions | 8.3 | ||
Distributions to members | 0 | $ 0 | $ 75.3 |
Receipt from finalization of tax distribution | 0 | $ 1.8 | $ 0 |
Non-cash Transaction [Member] | |||
Income Taxes [Line Items] | |||
Other | $ 292.5 |
Income Taxes - Income Tax Expe
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 39.5 | $ 35 | $ 10.4 |
State | 9.7 | 9.4 | 5.3 |
Foreign | 0.9 | 0.8 | 0.9 |
Total current | 50.1 | 45.2 | 16.6 |
Deferred: | |||
Federal | (0.2) | (2.3) | (87.5) |
State | (8) | (5.2) | 9.1 |
Total deferred | (8.2) | (7.5) | (78.4) |
Total income tax expense (benefit) | $ 41.9 | $ 37.7 | $ (61.8) |
Income Taxes - Reconciliation
Income Taxes - Reconciliation of Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate (as a percent) | 21.00% | 21.00% | 35.00% |
State taxes, net of federal benefit (as a percent) | 4.10% | 5.00% | 2.90% |
Noncontrolling interest (as a percent) | 0.00% | 0.00% | (13.70%) |
Tax credits (as a percent) | (2.30%) | (1.80%) | (0.60%) |
Transaction costs (as a percent) | 0.00% | 0.00% | 1.40% |
Domestic production activities deduction | 0.00% | 0.00% | (0.50%) |
Effect of Tax Cuts and Jobs Act (as a percent) | 0.00% | 0.00% | (57.60%) |
Restricted share vesting | (1.10%) | (1.00%) | (0.50%) |
Effect of deferred revaluation related to lower blended state tax rate | (3.30%) | (2.00%) | 0.00% |
Prior year return to provision adjustments | (0.90%) | (2.80%) | 0.00% |
Other (as a percent) | 1.10% | (0.10%) | 1.50% |
Effective tax rate (as a percent) | 18.60% | 18.30% | (32.10%) |
Income Taxes - Components of D
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Equity method investments | $ 25.7 | $ 0 |
Equity-based compensation | 12.6 | 9.2 |
Deferred revenues | 6.2 | 14.8 |
Interest rate swaps | 5.6 | 0 |
Other | 13 | 11.4 |
Total deferred tax assets | 63.1 | 35.4 |
Deferred tax liabilities: | ||
Goodwill and other intangibles | (168.7) | (178.9) |
Deferred contract costs | (40.3) | (41.9) |
Property, equipment and computer software | (34.3) | (28) |
Other | (5.1) | (7.5) |
Total deferred tax liabilities | (248.4) | (256.3) |
Net deferred tax liability | $ (185.3) | $ (220.9) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance, January 1 | $ 0.4 | $ 8.3 |
Additions based on tax positions of prior years | 0 | 0.4 |
Decreases based on tax positions of prior years | (0.4) | (8.3) |
Balance, December 31 | $ 0 | $ 0.4 |
Concentrations of Risk - Addit
Concentrations of Risk - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Customer Concentration Risk | Sales Revenue, Net | Customer 1 | |||
Concentration Risk [Line Items] | |||
Concentration risk (in percent) | 10.00% | 12.00% | 12.00% |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) - segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of segments | 2 | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,177.2 | $ 1,114 | $ 1,051.6 | |
Operating expenses | 646 | 625.4 | 569.5 | |
Transition and integration costs | 5.4 | 6.6 | 13.1 | |
EBITDA | 525.8 | 482 | 469 | |
Depreciation and amortization | 236.2 | 217 | 206.5 | |
Operating income | 289.6 | 265 | 262.5 | |
Interest expense | (63.5) | (51.7) | (57.5) | |
Other expense, net | (1.4) | (7.1) | (12.6) | |
Earnings before income taxes and equity in losses of unconsolidated affiliates | 224.7 | 206.2 | 192.4 | |
Income tax expense (benefit) | 41.9 | 37.7 | (61.8) | |
Net earnings attributable to Black Knight | 108.8 | 168.5 | 182.3 | |
Earnings before equity in losses of unconsolidated affiliates | 182.8 | 168.5 | 254.2 | |
Equity in losses of unconsolidated affiliates, net of tax | (74) | 0 | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 108.8 | 168.5 | 254.2 | |
Balance sheet data: | ||||
Total assets | 3,962.8 | 3,653.4 | 3,655.9 | $ 3,676.2 |
Goodwill | 2,361.4 | 2,329.7 | 2,306.8 | |
Allocated share-based compensation expense | 50.8 | 50.9 | 18.9 | |
Operating Segments | Software Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,012.3 | 962 | 904.5 | |
Operating expenses | 412.7 | 394.8 | 388 | |
Transition and integration costs | 0 | 0 | 0 | |
EBITDA | 599.6 | 567.2 | 516.5 | |
Depreciation and amortization | 123.9 | 112.9 | 101.2 | |
Operating income | 475.7 | 454.3 | 415.3 | |
Balance sheet data: | ||||
Total assets | 3,242.8 | 3,227.8 | 3,223.5 | |
Goodwill | 2,189.3 | 2,157.6 | 2,134.7 | |
Operating Segments | Data and Analytics | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 165.4 | 154.5 | 151.6 | |
Operating expenses | 123.4 | 115 | 113.2 | |
Transition and integration costs | 0 | 0 | 0 | |
EBITDA | 42 | 39.5 | 38.4 | |
Depreciation and amortization | 15.9 | 14.1 | 12.8 | |
Operating income | 26.1 | 25.4 | 25.6 | |
Balance sheet data: | ||||
Total assets | 316.9 | 310.2 | 304.7 | |
Goodwill | 172.1 | 172.1 | 172.1 | |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (0.5) | (2.5) | (4.5) | |
Operating expenses | 109.9 | 115.6 | 68.3 | |
Transition and integration costs | 5.4 | 6.6 | 13.1 | |
EBITDA | (115.8) | (124.7) | (85.9) | |
Depreciation and amortization | 96.4 | 90 | 92.5 | |
Operating income | (212.2) | (214.7) | (178.4) | |
Balance sheet data: | ||||
Total assets | 403.1 | 115.4 | 127.7 | |
Goodwill | 0 | 0 | 0 | |
Allocated share-based compensation expense | $ 51.7 | $ 51.4 | $ 19.2 |