Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-39361 | |
Entity Registrant Name | Dun & Bradstreet Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2008699 | |
Entity Address, Address Line One | 101 JFK Parkway | |
Entity Address, City or Town | Short Hills | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07078 | |
City Area Code | 973 | |
Local Phone Number | 921-5500 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | DNB | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 431,409,302 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001799208 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | |||
Income Statement [Abstract] | ||||
Revenue | $ 504.5 | $ 395.7 | [1] | |
Operating expenses | 160.9 | 138.6 | [1] | |
Selling and administrative expenses | 179.8 | 125.1 | [1] | |
Depreciation and amortization | 149.7 | 134.4 | [1] | |
Restructuring charges | 5.8 | 4.8 | [2] | |
Operating costs | 496.2 | 402.9 | [1] | |
Operating income (loss) | 8.3 | (7.2) | [1] | |
Interest income | 0.1 | 0.3 | [1] | |
Interest expense | (48.9) | (83) | [1] | |
Other income (expense) - net | 6.8 | 89.3 | [1] | |
Non-operating income (expense) - net | (42) | 6.6 | [1] | |
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | (33.7) | (0.6) | [1] | |
Less: provision (benefit) for income taxes | (9.8) | (74.2) | [1] | |
Equity in net income of affiliates | 0.6 | 0.7 | [1] | |
Net income (loss) | (23.3) | 74.3 | [2] | |
Less: net (income) loss attributable to the non-controlling interest | (1.7) | (0.4) | [1] | |
Less: Dividends allocated to preferred stockholders | 0 | (32) | [1] | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (25) | $ 41.9 | [1] | |
Basic earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ (0.06) | $ 0.13 | [1] | |
Diluted earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ (0.06) | $ 0.13 | [1] | |
Weighted average number of shares outstanding - basic (shares) | 428.5 | 314.5 | [1] | |
Weighted average number of shares outstanding - diluted (shares) | 428.5 | 314.5 | [1] | |
Other comprehensive income (loss), net of income taxes: | ||||
Net income (loss) | $ (23.3) | $ 74.3 | [2] | |
Foreign currency translation adjustments, net of tax | [3] | (49.3) | (25.6) | [1] |
Defined benefit pension plans: | ||||
Prior service credit (cost), net of tax expense (benefit) | [4] | 0.4 | (0.1) | [1] |
Derivative financial instrument, net of tax expense (benefit) | [5] | 1.8 | (1) | [1] |
Total other comprehensive income (loss), net of tax | (47.1) | (26.7) | [1] | |
Comprehensive income (loss), net of tax | (70.4) | 47.6 | [1] | |
Less: comprehensive (income) loss attributable to the non-controlling interest | (2.4) | 0.9 | [1] | |
Comprehensive income (loss) attributable to Dun & Bradstreet Holdings, Inc. | (72.8) | 48.5 | [1] | |
Income Statement - Parenthetical [Abstract] | ||||
Foreign currency translation adjustments, tax expense (benefit) | 1.1 | (0.2) | ||
Prior service credit (cost), tax benefit | 0.1 | (0.1) | ||
Derivative financial instrument, tax expense (benefit) | $ (0.1) | $ (0.3) | ||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | |||
[2] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | |||
[3] | Tax Expense (Benefit) of $1.1 million and $(0.2) million for the three months ended March 31, 2021 and 2020, respectively. | |||
[4] | Tax Expense (Benefit) of $0.1 million and less than $(0.1) million for the three months ended March 31, 2021 and 2020, respectively. | |||
[5] | Tax Expense (Benefit) of $(0.1) million and $(0.3) million for the three months ended March 31, 2021 and 2020, respectively. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | [1] |
Current assets | |||
Cash and cash equivalents | $ 173.4 | $ 352.3 | |
Accounts receivable, net of allowance of $14.6 at March 31, 2021 and $11.4 at December 31, 2020 (Note 3) | 366.8 | 319.3 | |
Other receivables | 8.9 | 7.5 | |
Prepaid taxes | 69.6 | 130.4 | |
Other prepaids | 48.4 | 37.9 | |
Other current assets (Note 12) | 6.1 | 27 | |
Total current assets | 673.2 | 874.4 | |
Non-current assets | |||
Property, plant and equipment, net of accumulated depreciation of $22.2 at March 31, 2021 and $14.3 at December 31, 2020 | 27.9 | 25.7 | |
Computer software, net of accumulated amortization of $148.2 at March 31, 2021 and $125.6 at December 31, 2020 (Note 15) | 508.1 | 437 | |
Goodwill (Note 15 and 16) | 3,318.2 | 2,857.9 | |
Deferred income tax | 14.9 | 14.1 | |
Other intangibles (Note 15 and 16) | 5,157.7 | 4,814.8 | |
Deferred costs (Note 3) | 87.2 | 83.8 | |
Other non-current assets (Note 6) | 137.7 | 112.6 | |
Total non-current assets | 9,251.7 | 8,345.9 | |
Total assets | 9,924.9 | 9,220.3 | |
Current liabilities | |||
Accounts payable | 76 | 60.1 | |
Accrued payroll | 78.3 | 110.5 | |
Accrued income tax | 22.6 | 3.9 | |
Short-term debt (Note 5) | 28.1 | 25.3 | |
Other accrued and current liabilities (Note 6) | 156.9 | 151.1 | |
Deferred revenue (Note 3) | 634.4 | 477.2 | |
Total current liabilities | 996.3 | 828.1 | |
Long-term pension and postretirement benefits (Note 9) | 334.1 | 291.5 | |
Long-term debt (Note 5) | 3,548 | 3,255.8 | |
Liabilities for unrecognized tax benefits | 18.9 | 18.9 | |
Deferred income tax | 1,202.4 | 1,106.6 | |
Other non-current liabilities (Note 6) | 147 | 135.5 | |
Total liabilities | 6,246.7 | 5,636.4 | |
Commitments and contingencies (Note 7 and 17) | |||
Equity | |||
Common Stock, $0.0001 par value per share, authorized—2,000,000,000 shares; 431,915,923 shares issued and 431,444,207 shares outstanding at March 31, 2021 and 423,418,131 shares issued and 422,952,228 shares outstanding at December 31, 2020 | 0 | 0 | |
Capital surplus | 4,475.2 | 4,310.1 | |
Accumulated deficit | (718.9) | (693.9) | |
Treasury Stock, 471,716 shares at March 31, 2021 and 465,903 shares at December 31, 2020 | (0.3) | 0 | |
Accumulated other comprehensive loss | (138.4) | (90.6) | |
Total stockholder equity | 3,617.6 | 3,525.6 | |
Non-controlling interest | 60.6 | 58.3 | |
Total equity | 3,678.2 | 3,583.9 | |
Total liabilities and stockholder equity | $ 9,924.9 | $ 9,220.3 | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance on accounts receivable | $ 14.6 | $ 11.4 |
Accumulated depreciation on property, plant, and equipment | 22.2 | 14.3 |
Accumulated amortization on computer software | $ 148.2 | $ 125.6 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 2,000,000,000 | 2,000,000,000 |
Common stock issued (shares) | 431,915,923 | 423,418,131 |
Common stock outstanding (shares) | 431,444,207 | 422,952,228 |
Treasury stock (shares) | 471,716 | 465,903 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||||||
Cash flows provided by (used in) operating activities: | ||||||||||
Net income (loss) | $ (23.3) | $ 74.3 | [1] | |||||||
Reconciliation of net income (loss) to net cash provided by (used in) operating activities: | ||||||||||
Depreciation and amortization | 149.7 | 134.4 | [1] | |||||||
Amortization of unrecognized pension loss (gain) | 0.5 | (0.1) | [1] | |||||||
Equity-based compensation expense | 7.9 | 3.8 | [1] | |||||||
Restructuring charge | 5.8 | 4.8 | [1] | |||||||
Restructuring payments | (3.3) | (6) | [1] | |||||||
Change in fair value of make-whole derivative liability | 0 | (69.8) | ||||||||
Changes in deferred income taxes | (26.1) | (12) | [1] | |||||||
Changes in prepaid and accrued income taxes | 11 | (71) | [1] | |||||||
Changes in operating assets and liabilities: | ||||||||||
(Increase) decrease in accounts receivable | [2] | 9.9 | 17.4 | [1] | ||||||
(Increase) decrease in other current assets | [2] | 60.2 | (4.4) | [1] | ||||||
Increase (decrease) in deferred revenue | [2] | 78.7 | 85.3 | [1] | ||||||
Increase (decrease) in accounts payable | [2] | (2.1) | (2.1) | [1] | ||||||
Increase (decrease) in accrued liabilities | [2] | (61.5) | (99) | [1] | ||||||
Increase (decrease) in other accrued and current liabilities | [2] | (20.9) | (28.6) | [1] | ||||||
(Increase) decrease in other long-term assets | [2] | (2.6) | (8.2) | [1] | ||||||
Increase (decrease) in long-term liabilities | [2] | (23.9) | (15.7) | [1] | ||||||
Net, other non-cash adjustments | [3] | 8.2 | 2 | [1] | ||||||
Net cash provided by (used in) operating activities | 168.2 | 5.1 | [1] | $ 127.7 | $ 130.7 | $ 205 | ||||
Cash flows provided by (used in) investing activities: | ||||||||||
Acquisitions of businesses, net of cash acquired | (617) | (15.8) | [1] | |||||||
Cash settlements of foreign currency contracts | 23.3 | 1.6 | [1] | |||||||
Capital expenditures | (1.2) | (1.4) | [1] | |||||||
Additions to computer software and other intangibles | (42.4) | (18.4) | [1] | |||||||
Other investing activities, net | (0.6) | 0 | [1] | |||||||
Net cash provided by (used in) investing activities | (637.9) | (34) | [1] | (68.5) | (112.3) | (133.3) | ||||
Cash flows provided by (used in) financing activities: | ||||||||||
Payments of dividends | 0 | (32) | [1] | |||||||
Payment of debt issuance costs | (2.6) | (0.8) | [1] | |||||||
Other financing activities, net | (0.3) | (0.3) | [1] | |||||||
Net cash provided by (used in) financing activities | 290.1 | 103.9 | [1] | (48.7) | 196.2 | 188.6 | ||||
Effect of exchange rate changes on cash and cash equivalents | 0.7 | (1.3) | [1] | |||||||
Increase (decrease) in cash and cash equivalents | (178.9) | 73.7 | [1] | |||||||
Cash and Cash Equivalents, Beginning of Period | 352.3 | 84.4 | [1] | $ 84.4 | [1] | $ 84.4 | [1] | 84.4 | [1] | |
Cash and Cash Equivalents, End of Period | 173.4 | 158.1 | [1] | $ 352.3 | ||||||
Cash Paid for: | ||||||||||
Income Taxes, Net of Refunds | (57.4) | 8.8 | [1] | |||||||
Interest | 63 | 103.1 | [1] | |||||||
Credit Facility | ||||||||||
Cash flows provided by (used in) financing activities: | ||||||||||
Proceeds from borrowings on lines of credit | 50 | 337.1 | [1] | |||||||
Payments of borrowings on lines of credit | (50) | (137.1) | [1] | |||||||
Term Loan Facility | ||||||||||
Cash flows provided by (used in) financing activities: | ||||||||||
Proceeds from borrowings on lines of credit | 300 | 0 | [1] | |||||||
Payments of borrowings on lines of credit | (7) | 0 | [1] | |||||||
Bridge Loan | ||||||||||
Cash flows provided by (used in) financing activities: | ||||||||||
Payments of borrowings on lines of credit | $ 0 | $ (63) | [1] | |||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | |||||||||
[2] | Net of the effect of acquisitions, see further details in Note 14. | |||||||||
[3] | Includes non-cash amortization of deferred debt issuance cost and discount of $4.7 million and $11.9 million for the three months ended March 31, 2021 and 2020, respectively. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Amortization of deferred debt issuance costs and discounts | $ 4.7 | $ 11.9 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholder Equity (Deficit) (Unaudited) - USD ($) $ in Millions | Total | Total Stockholder Equity (Deficit) | Common Stock | Capital Surplus | (Accumulated Deficit) Retained Earnings | Treasury Stock | Cumulative Translation Adjustment | Defined Benefit Postretirement Plans | Cash Flow Hedging Derivative | Non-Controlling Interest | |||||||||||
Pension adjustments, tax benefit (expense) | $ 0.1 | ||||||||||||||||||||
Change in cumulative translation adjustment, tax expense (benefit) | (0.2) | ||||||||||||||||||||
Derivative financial instrument, tax expense (benefit) | (0.3) | ||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | [1] | 1,577.3 | $ 1,519.1 | $ 0 | $ 2,116.8 | $ (577.4) | $ 0 | $ 4.8 | $ (24) | $ (1.1) | $ 58.2 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | 74.3 | [2] | 73.9 | 73.9 | 0.4 | ||||||||||||||||
Accretion - Series A Preferred Stock | [3] | (1) | (1) | (1) | |||||||||||||||||
Equity-based compensation plans | 3.7 | 3.7 | 3.7 | ||||||||||||||||||
Pension adjustments, net of tax expense (benefit) | (0.1) | (0.1) | (0.1) | ||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (25.6) | [4],[5] | (24.3) | (24.3) | (1.3) | ||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (1) | [4],[6] | (1) | (1) | |||||||||||||||||
Preferred dividend | [3] | (32) | (32) | (32) | |||||||||||||||||
Payment to non-controlling interest | (0.2) | (0.2) | |||||||||||||||||||
Balance at end of period at Mar. 31, 2020 | [1] | 1,595.4 | 1,538.3 | 0 | 2,087.5 | (503.5) | 0 | (19.5) | (24.1) | (2.1) | 57.1 | ||||||||||
Pension adjustments, tax benefit (expense) | (0.1) | ||||||||||||||||||||
Change in cumulative translation adjustment, tax expense (benefit) | 1.1 | ||||||||||||||||||||
Derivative financial instrument, tax expense (benefit) | (0.1) | ||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2020 | 3,583.9 | [7] | 3,525.6 | [1] | 0 | [1] | 4,310.1 | [1] | (693.9) | [1] | 0 | [1] | 30.1 | [1] | (120.3) | [1] | (0.4) | [1] | 58.3 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (23.3) | (25) | (25) | 1.7 | |||||||||||||||||
Shares issued for Bisnode acquisition | 158.9 | 158.9 | 158.9 | ||||||||||||||||||
Equity-based compensation plans | 5.9 | 5.9 | 6.2 | (0.3) | |||||||||||||||||
Pension adjustments, net of tax expense (benefit) | 0.4 | 0.4 | 0.4 | ||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (49.3) | [5] | (50) | (50) | 0.7 | ||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | 1.8 | [6] | 1.8 | 1.8 | |||||||||||||||||
Payment to non-controlling interest | (0.1) | (0.1) | |||||||||||||||||||
Balance at end of period at Mar. 31, 2021 | $ 3,678.2 | $ 3,617.6 | $ 0 | $ 4,475.2 | $ (718.9) | $ (0.3) | $ (19.9) | $ (119.9) | $ 1.4 | $ 60.6 | |||||||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | ||||||||||||||||||||
[2] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | ||||||||||||||||||||
[3] | Related to Series A Preferred Stock which was fully redeemed in July 2020. See detail discussion in the consolidated financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K and filed with the Securities and Exchange Commission ("SEC") on February 25, 2021. | ||||||||||||||||||||
[4] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | ||||||||||||||||||||
[5] | Tax Expense (Benefit) of $1.1 million and $(0.2) million for the three months ended March 31, 2021 and 2020, respectively. | ||||||||||||||||||||
[6] | Tax Expense (Benefit) of $(0.1) million and $(0.3) million for the three months ended March 31, 2021 and 2020, respectively. | ||||||||||||||||||||
[7] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of Dun & Bradstreet Holdings, Inc. and its subsidiaries ("we" "us" "our" or the "Company") were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). They should be read in conjunction with the consolidated financial statements and related notes, which appear in the consolidated financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K and filed with the Securities and Exchange Commission ("SEC") on February 25, 2021. The unaudited condensed consolidated financial statements for interim periods do not include all disclosures required by GAAP for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the unaudited consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the United Kingdom and Ireland ("U.K."), Northern Europe and Central Europe ("Europe"), Greater China, India and indirectly through our Worldwide Network alliances ("WWN alliances"). On January 8, 2021, we acquired 100% ownership of Bisnode Business Information Group AB (“Bisnode”), a leading European data and analytics firm and long-standing member of the Dun & Bradstreet WWN alliances, for a total purchase price of $805.8 million. See Note 14 for further discussion. Financial results of Bisnode ("Europe") has been included in our International segment since the acquisition date. Historically our consolidated financial statements which have a year-end of December 31, reflected results of subsidiaries outside of North America on a one-month lag with a year-end of November 30. Effective January 1, 2021, we eliminated the one-month reporting lag by our subsidiaries outside of North America and aligned the year-end for all subsidiaries to December 31. The elimination of this reporting lag represented a change in accounting principle which the Company believes to be preferable as it provides investors with the most current information. This change in accounting policy was applied retrospectively to all periods since February 8, 2019 ("Successor periods") after the Take-Private Transaction. See Note 5 for further discussion. The Unaudited Condensed Consolidated Balance Sheet as of December 31, 2020, the Unaudited Condensed Consolidated Statement of Operations and comprehensive Income (Loss) for the three months ended March 31, 2020, the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and the Unaudited Condensed Consolidated Statements of Stockholder Equity (Deficit) for the three months ended March 31, 2020 have been recast to reflect this change in accounting policy. In addition, we plan to revise the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2020, three and nine months ended September 30, 2020 and three and twelve months ended December 31, 2020 when they are presented as comparatives, as these financial statements will be issued in the future. The following table presents a summary of the changes to the quarterly results for the year ended December 31, 2020: Revenue Operating Income (loss) Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates Provision (benefit) for income taxes Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. Basic earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. Diluted earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc.. Three months ended March 31, 2020: As Reported $ 395.3 $ (8.3) $ (1.0) $ (74.3) $ 41.5 $ 0.13 $ 0.13 Increase (Decrease) 0.4 1.1 0.4 0.1 0.4 $ — $ — As Revised $ 395.7 $ (7.2) $ (0.6) $ (74.2) $ 41.9 $ 0.13 $ 0.13 Three months ended June 30, 2020: As Reported $ 420.6 $ (1.4) $ (201.9) $ (27.5) $ (207.1) $ (0.66) $ (0.66) Increase (Decrease) (1.9) (0.9) (1.1) (0.2) (0.9) $ — $ — As Revised $ 418.7 $ (2.3) $ (203.0) $ (27.7) $ (208.0) $ (0.66) $ (0.66) Six months ended June 30, 2020: As Reported $ 815.9 $ (9.7) $ (202.9) $ (101.8) $ (165.6) $ (0.53) $ (0.53) Increase (Decrease) (1.5) 0.2 (0.7) (0.1) (0.5) $ — $ — As Revised $ 814.4 $ (9.5) $ (203.6) $ (101.9) $ (166.1) $ (0.53) $ (0.53) Three months ended September 30, 2020: As Reported $ 442.1 $ 45.2 $ (24.9) $ (9.3) $ (17.0) $ (0.04) $ (0.04) Increase (Decrease) 2.3 0.3 0.9 0.2 0.7 $ — $ — As Revised $ 444.4 $ 45.5 $ (24.0) $ (9.1) $ (16.3) $ (0.04) $ (0.04) Nine months ended September 30, 2020: As Reported $ 1,258.0 $ 35.5 $ (227.8) $ (111.1) $ (182.6) $ (0.52) $ (0.52) Increase (Decrease) 0.8 0.5 0.2 0.1 0.2 $ — $ — As Revised $ 1,258.8 $ 36.0 $ (227.6) $ (111.0) $ (182.4) $ (0.52) $ (0.52) Three months ended December 31, 2020: As Reported $ 480.1 $ 27.5 $ 8.5 $ 0.6 $ 7.0 $ 0.02 $ 0.02 Increase (Decrease) (0.2) (7.9) (7.3) (2.0) (5.2) $ (0.02) $ (0.02) As Revised $ 479.9 $ 19.6 $ 1.2 $ (1.4) $ 1.8 $ — $ — Year ended December 31, 2020: As Reported $ 1,738.1 $ 63.0 $ (219.3) $ (110.5) $ (175.6) $ (0.48) $ (0.48) Increase (Decrease) 0.6 (7.4) (7.1) (1.9) (5.0) $ (0.01) $ (0.01) As Revised $ 1,738.7 $ 55.6 $ (226.4) $ (112.4) $ (180.6) $ (0.49) $ (0.49) The following table presents a summary of the changes to the assets, liabilities and equity: As Reported Increase As Revised Total Assets as of December 31, 2020 $ 9,219.4 $ 0.9 $ 9,220.3 Total Liabilities as of December 31, 2020 $ 5,641.7 $ (5.3) $ 5,636.4 Total Equity as of January 1, 2020 $ 1,577.7 $ (0.4) $ 1,577.3 Total Equity as of December 31, 2020 $ 3,577.7 $ 6.2 $ 3,583.9 The following table presents a summary of the changes to the results of statement of cash flows for the year ended December 31, 2020: Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Three months ended March 31, 2020: As Reported $ 0.5 $ (35.6) $ 103.9 Increase (Decrease) 4.6 1.6 — As Revised $ 5.1 $ (34.0) $ 103.9 Six months ended June 30, 2020: As Reported $ 114.4 $ (65.0) $ (48.0) Increase (Decrease) 13.3 (3.5) (0.7) As Revised $ 127.7 $ (68.5) $ (48.7) Nine months ended September 30, 2020: As Reported $ 118.4 $ (108.9) $ 196.0 Increase (Decrease) 12.3 (3.4) 0.2 As Revised $ 130.7 $ (112.3) $ 196.2 Year ended December 31, 2020: As Reported $ 195.6 $ (134.3) $ 189.3 Increase (Decrease) 9.4 1.0 (0.7) As Revised $ 205.0 $ (133.3) $ 188.6 Our unaudited condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the unaudited consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Since early 2020, the novel coronavirus ("COVID-19") global pandemic has caused disruptions in the economy and volatility in the global financial markets. As of the date of this report, there remains considerable uncertainty regarding its duration and the speed and nature of recovery. The extent of the impact of the COVID-19 global pandemic on our operations and financial performance will depend on the effects on our clients and vendors, which continue to be uncertain at this time and cannot be predicted. In addition, the pandemic may affect management's estimates and assumptions of variable consideration in contracts with clients as well as other estimates and assumptions, in particular those that require a projection of our financial results, our cash flows or broader economic conditions. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We consider the applicability and impact of all Accounting Standards Updates (“ASUs”) and applicable authoritative guidance. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our consolidated financial position, results of operations and/or cash flows. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740)." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance . For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. This update did not have a material impact on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueThe total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2021 is as follows: Remainder of 2021 2022 2023 2024 2025 Thereafter Total Future revenue $ 1,003.3 $ 583.7 $ 315.6 $ 125.7 $ 94.1 $ 235.4 $ 2,357.8 The table of future revenue does not include any amount of variable consideration that is a sales or usage-based royalty in exchange for distinct data licenses or that is allocated to a distinct service period within a single performance obligation that is a series of distinct service periods. Contract Balances At March 31, 2021 At December 31, 2020 Accounts receivable, net $ 375.7 $ 327.0 Short-term contract assets (1) $ 2.5 $ 0.7 Long-term contract assets (2) $ 3.9 $ 3.8 Short-term deferred revenue $ 634.4 $ 477.2 Long-term deferred revenue (3) $ 12.4 $ 14.6 (1) Included within Other Current Assets in the condensed consolidated balance sheet (2) Included within Other Non-Current Assets in the condensed consolidated balance sheet (3) Included within Other Non-Current Liabilities in the condensed consolidated balance sheet The increase in deferred revenue of $155.0 million from December 31, 2020 to March 31, 2021 was primarily due to cash payments received or due in advance of satisfying our performance obligations, and the acquisition of Bisnode, largely offset by $219.4 million of revenue recognized that were included in the deferred revenue balance at December 31, 2020. See Note 14 for further discussion with regard to the acquisition of Bisnode. The increase in contract assets of $1.9 million is primarily due to new contract assets recognized, net of new amounts reclassified to receivables during 2021, largely offset by $1.8 million of contract assets included in the balance at January 1, 2021 that were reclassified to receivables when they became unconditional. See Note 16 for a schedule of disaggregation of revenue. Assets Recognized for the Costs to Obtain a Contract Commission assets, net of accumulated amortization included in deferred costs, were $87.2 million and $83.8 million as of March 31, 2021 and December 31, 2020, respectively. The amortization of commission assets is as follows: Period Amortization Three months ended March 31, 2021 $ 6.0 Three months ended March 31, 2020 $ 3.3 |
Restructuring Charge
Restructuring Charge | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charge | Restructuring Charge We incurred restructuring charges (which generally consist of employee severance and termination costs, and contract terminations). These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions. Three months ended March 31, 2021 vs. Three months ended March 31, 2020 We recorded a restructuring charge of $5.8 million for the three months ended March 31, 2021. This charge consists of: • Severance costs of $4.7 million under ongoing benefit arrangements. Approximately 35 employees were impacted. Most of the employees impacted exited the Company by the end of the first quarter of 2021. The cash payments for these employees will be substantially completed by the end of the fourth quarter of 2021; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $1.1 million. We recorded a restructuring charge of $4.8 million for the three months ended March 31, 2020. This charge consists of: • Severance costs of $2.0 million under ongoing benefit arrangements. Approximately 40 employees were impacted. Most of the employees impacted exited the Company by the end of the first quarter of 2020. The cash payments for these employees were substantially completed by the end of the second quarter of 2020; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $2.8 million. The following table sets forth the restructuring reserves and utilization for the three months ended March 31, 2021 and the three months ended March 31, 2020: Severance Contract Termination Total 2021: Balance remaining as of December 31, 2020 $ 2.6 $ 7.1 $ 9.7 Charge taken during first quarter 2021 (1) 4.7 (0.3) 4.4 Payments made during first quarter 2021 (2.4) (0.9) (3.3) Balance remaining as of March 31, 2021 $ 4.9 $ 5.9 $ 10.8 2020: Balance remaining as of December 31, 2019 $ 5.8 $ 4.5 $ 10.3 Charge taken during first quarter 2020 (1) 2.0 — 2.0 Payments made during first quarter 2020 (4.6) (1.4) (6.0) Balance remaining as of March 31, 2020 $ 3.2 $ 3.1 $ 6.3 (1) Balance excludes charges accounted for under ASU No. 2016-02, "Leases (Topic 842)." |
Notes Payable and Indebtedness
Notes Payable and Indebtedness | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Indebtedness | Notes Payable and IndebtednessOn August 8, 2018, a consortium of investors formed a Delaware limited partnership, Star Parent, L.P. and Star Merger Sub, Inc. ("Merger Sub"), and subsequently formed subsidiaries including Dun & Bradstreet Holdings, Inc., Star Intermediate II, LLC and Star Intermediate III, LLC. Also on August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the "Merger Agreement") with Star Parent, L.P. and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. The transaction is referred to as the "Take-Private Transaction." In connection with the Take-Private Transaction on February 8, 2019, the Company entered into a credit agreement governing its New Senior Secured Credit Facilities (the “New Senior Secured Credit Facilities”). The New Senior Secured Credit Facilities provided for (i) a seven year senior secured term loan facility in an aggregate principal amount of $2,530 million (the “New Term Loan Facility”); (ii) a five year senior secured revolving credit facility in an aggregate principal amount of $400 million (the “New Revolving Facility”); and (iii) a 364-day repatriation bridge facility in an aggregate amount of $63 million (the "New Repatriation Bridge Facility"). The closing of the New Senior Secured Credit Facilities was conditional on the redemption of the Predecessor debt. Also on February 8, 2019, Merger Sub, which was merged into Dun & Bradstreet upon the closing of the Take-Private Transaction, issued $700 million in aggregate principal amount of 6.875% New Senior Secured Notes due 2026 and $750 million in aggregate principal amount of 10.250% New Senior Unsecured Notes due 2027. Together with the equity contributions from the investors, the proceeds from these financing transactions were used to (i) finance and consummate the Take-Private Transaction and other transactions, including to fund non-qualified pension and deferred compensation plan obligations; (ii) repay in full all outstanding indebtedness under the Company's then-existing senior secured credit facilities; (iii) fund the redemption and discharge of all of the Company’s then-existing senior notes; and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. On July 6, 2020, we completed an initial public offering ("IPO") of 90,047,612 shares of our common stock at a public offering price of $22.00 per share and a concurrent private placement of 18,458,700 shares of common stock at $21.67 per share. Total gross proceeds from the transaction were $2,381.0 million. In connection with the IPO and the concurrent private placement, we repaid $300 million in aggregate principal amount of our 10.250% New Senior Unsecured Notes on July 6, 2020. As a result, the associated deferred debt issuance costs and discount of $10.5 million were written off. In addition, we were required to pay a premium of $30.8 million related to the repayment, for which we recorded an expense. Both were recorded in the year ended December 31, 2020. Initial debt issuance costs of $31.6 million related to the 10.250% New Senior Unsecured Notes were recorded as a reduction of the carrying amount of the notes and amortized over the contractual term of the notes, through the date of partial repayment. The remaining debt issuance costs of $15.7 million continue to be amortized over the remaining term of the notes. On September 11, 2020, we amended our credit agreement dated February 8, 2019, specifically related to the New Revolving Facility. The amendment increases the aggregate amount available under the New Revolving Facility from $400 million to $850 million, and resets the New Revolving Facility maturity date, from February 8, 2024, to September 11, 2025. As a result of the amendment, we wrote off $0.8 million deferred debt issuance costs related to changes in syndication lenders and reported within “Non-operating income (expense) – net” for the year ended December 31, 2020. Initial debt issuance costs of $9.6 million were included in "Other non-current assets" on the consolidated balance sheet and amortized over the initial term of the New Revolving Facility, through the date of the amendment. The remaining deferred debt issuance costs of $6.5 million, together with the additional issuance costs of $1.7 million incurred in connection with the amendment, are being amortized over the new five-year term. On September 26, 2020, we repaid $280 million in aggregate principal amount of our 6.875% New Senior Secured Notes. As a result, the associated deferred debt issuance costs and discount of $5.7 million were written off. In addition, we were required to pay a premium of $19.3 million related to the repayment, for which we recorded an expense. Both were recorded within “Non-operating income (expense)-net” for the year ended December 31, 2020. Initial debt issuance costs of $17.9 million related to the 6.875% New Senior Secured Notes were recorded as a reduction of the carrying amount of the notes and amortized over the contractual term of the notes, through the date of the partial repayment. The remaining debt issuance costs of $8.6 million continue to be amortized over the remaining term of the notes. On November 18, 2020, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility. The amendment establishes an Incremental Term Loan in an aggregate principle amount of $300 million. The proceeds of the Incremental Term Loan were drawn and used in January 2021 to finance a portion of the purchase price for the acquisition of the outstanding shares of Bisnode Business Information Group AB. The issuance discount of $2.6 million was recorded as a reduction of the carrying amount of the Incremental Term Loan and amortized over the remaining term of the loan. The Incremental Term Loan has the same terms as the existing term loan. On January 27, 2021, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility to reduce the applicable margin for the term loan facility by 0.50% overall, resulting in a margin spread of LIBOR plus 3.25% per annum or the applicable base rate plus 2.25% per annum and establish a 0.25% step down in the applicable margin if the Company maintains a rating of at least B+ from Standard & Poor’s Investors Ratings Services and receives at least B1 from Moody’s Investors Service. Our borrowings are summarized in the following table: March 31, 2021 December 31, 2020 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: New Term Loan Facility (1) $ 28.1 $ — $ 28.1 $ 25.3 $ — $ 25.3 Total short-term debt $ 28.1 $ — $ 28.1 $ 25.3 $ — $ 25.3 Debt Maturing After One Year: New Term Loan Facility (1) February 8, 2026 $ 2,775.9 $ 76.1 $ 2,699.8 $ 2,485.7 $ 77.1 $ 2,408.6 New Revolving Facility (1) (2) September 11, 2025 — — — — — — 6.875% New Senior Secured Notes (1) August 15, 2026 420.0 7.8 412.2 420.0 8.2 411.8 10.250% New Senior Unsecured Notes (1) February 15, 2027 450.0 14.0 436.0 450.0 14.6 435.4 Total long-term debt $ 3,645.9 $ 97.9 $ 3,548.0 $ 3,355.7 $ 99.9 $ 3,255.8 Total debt $ 3,674.0 $ 97.9 $ 3,576.1 $ 3,381.0 $ 99.9 $ 3,281.1 * Represents the unamortized portion of debt issuance costs and discounts. (1) The New Senior Secured Credit Facilities and New Senior Secured and Unsecured Notes contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at March 31, 2021 and December 31, 2020. (2) The New Revolving Facility contains a springing financial covenant requiring compliance with a maximum ratio of first lien net indebtedness to consolidated EBITDA of 6.75. The financial covenant applies only if the aggregate principal amount of borrowings under the New Revolving Facility and certain outstanding letters of credit exceed 35% of the total amount of commitments under the New Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at March 31, 2021 and December 31, 2020. New Senior Secured Credit Facilities Borrowings under the New Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin over a LIBOR rate for the interest period relevant to such borrowing, subject to interest rate floors, and they are secured by substantially all of the Company’s assets. Other details of the New Senior Secured Credit Facilities: • As required by the credit agreement, beginning June 30, 2020, the principal amount of the New Term Loan Facility is being paid down in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount, with the balance being payable on February 8, 2026. The debt issuance costs of $62.1 million and the discount of $50.6 million were recorded as a reduction of the carrying amount of the New Term Loan Facility and are being amortized over the term of the facility. The margin to LIBOR was 500 basis points initially. On February 10, 2020, an amendment was made to the credit agreement, specifically related to the New Term Loan Facility, which reduced the margin to LIBOR to 400 basis points. The maturity date for the New Term Loan Facility remains February 8, 2026 and no changes were made to the financial covenants or scheduled amortization. In connection with the term loan repricing, we incurred $0.8 million of third-party fees and wrote off $6.2 million of deferred debt issuance costs and discount related to changes in syndicated lenders. Both were recorded within “Other income (expense)-net” for the three months ended March 31, 2020. Subsequent to the IPO transaction, the spread was further reduced by 25 basis points to 375 basis points. On January 27, 2021, the spread was reduced by 50 basis points to 325 basis points. The interest rate associated with the outstanding balances of the New Term Loan Facility at March 31, 2021 and December 31, 2020 were 3.359% and 3.898%, respectively. • The margin to LIBOR for borrowings under the New Revolving Facility was 350 basis points initially. Subsequent to the IPO transaction, the spread was reduced by 25 basis points to 325 basis points, subject to a ratio-based pricing grid. • The New Repatriation Bridge Facility matured on February 7, 2020. Debt issuance costs of $1.5 million were recorded as a reduction of the carrying amount of the New Repatriation Bridge Facility and were amortized over the term of the New Repatriation Bridge Facility. The margin to LIBOR was 350 basis points. The interest rate associated with the Repatriation Bridge Facility at December 31, 2019 was 5.292%. The outstanding balance of the New Repatriation Bridge Facility was fully repaid in February 2020. New Senior Notes The New Senior Secured Notes and the New Senior Unsecured Notes may be redeemed at our option, in whole or in part, following specified events and on spec ified redemption dates and at the redemption prices specified in the indenture governing the New Senior Secured Notes and the New Senior Unsecured Notes. The scheduled maturities and interest payments for our total debt outstanding as of March 31, 2021 are as follows: Remainder of 2021 2022 2023 2024 2025 Thereafter Total Principal $ 21.1 $ 28.1 $ 28.1 $ 28.1 $ 28.1 $ 3,540.5 $ 3,674.0 Interest 108.0 168.2 167.2 166.3 165.3 107.6 882.6 Total Debt $ 129.1 $ 196.3 $ 195.3 $ 194.4 $ 193.4 $ 3,648.1 $ 4,556.6 Other We were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $22.8 million at March 31, 2021 and $5.9 million at December 31, 2020. On March 30, 2021, the Company entered into three-year interest rate swaps with an aggregate notional amount of $1 billion. In addition, as of March 31, 2021, we had a remaining notional amount of $129 million of interest rate swaps under the April 20, 2018 agreement, which expired on April 27, 2021. The objective of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. See further discussion in Note 12 to our condensed consolidated financial statements. |
Other Assets and Liabilities
Other Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets and Other Liabilities [Abstract] | |
Other Assets and Liabilities | Other Assets and Liabilities Other Non-Current Assets March 31, December 31, Right of use assets (1) $ 86.2 $ 64.8 Prepaid pension assets 4.4 4.3 Investments 26.4 27.3 Other non-current assets 20.7 16.2 Total $ 137.7 $ 112.6 (1) Right of use assets at March 31, 2021 includes $26.7 million for operating leases established as part of the purchase accounting in connection with the acquisition of Bisnode on January 8, 2021. The associated lease expense was $1.9 million for the three months ended March 31, 2021. In addition, we entered into a new real estate lease agreement in China during the first quarter of 2021 with a right of use assets measured at $3.8 million. Other Accrued and Current Liabilities: March 31, December 31, 2020 Operating expenses accruals (1) $ 88.8 $ 75.9 Accrued interest expense (2) 10.3 29.0 Short-term lease liability (3) 29.9 23.4 Other accrued liabilities 27.9 22.8 Total $ 156.9 $ 151.1 (1) Higher accrual was mainly related to higher legal reserve related to regulatory matters. See Note 7 for detail discussion. (2) The reduction in accrued interest expense as of March 31, 2021 was due to the timing of bond interest payments. (3) Short-term lease liability includes $8.4 million for operating leases established as part of the purchase accounting in connection with the acquisition of Bisnode on January 8, 2021. In addition, we entered into a new real estate lease agreement in China during the first quarter of 2021 with a short-term lease liability measured at $0.6 million Other Non-Current Liabilities: March 31, December 31, 2020 Deferred revenue - long term $ 12.4 $ 14.6 U.S. tax liability associated with the 2017 Act 49.8 49.8 Long-term lease liability (1) 74.3 62.5 Other 10.5 8.6 Total $ 147.0 $ 135.5 (1) Long-term lease liability includes $18.2 million for operating leases established as part of the purchase accounting in connection with the acquisition of Bisnode on January 8, 2021. In addition, we entered into a new real estate lease agreement in China during the first quarter of 2021 with a long-term lease liability measured at $3.2 million. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, such as claims brought by our clients in connection with commercial disputes, defamation claims by subjects of our reporting, and employment claims made by our current or former employees, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may also include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we are also subject to regulatory investigations or other proceedings by 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. In addition, in the normal course of business, and including without limitation, our merger and acquisition activities, strategic relationships and financing transactions, the Company indemnifies other parties, including clients, lessors and parties to other transactions with the Company, with respect to certain matters. We have agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company has also entered into indemnity obligations with its officers and directors. Federal Trade Commission Investigation On April 10, 2018, the Federal Trade Commission (the “FTC”) issued a Civil Investigative Demand (“CID”) to Dun & Bradstreet, Inc. (“D&B Inc.,” a wholly-owned subsidiary of the Company) related to an investigation by the FTC into potential violations of Section 5 of the Federal Trade Commission Act (the “FTC Act”), primarily concerning our credit managing and monitoring products such as CreditBuilder. D&B Inc. completed its response to the CID in November 2018. On May 28, 2019, the FTC staff informed D&B Inc. that it believes that certain of D&B’s practices violated Section 5 of the FTC Act, and informed D&B that it had been given authority by the FTC’s Bureau of Consumer Protection to engage in consent negotiations. Following discussions between the Company and the FTC staff, on September 9, 2019, the FTC issued a second CID seeking additional information, data and documents. We have completed our response to the second CID. In a letter dated March 2, 2020, the FTC staff identified areas of interest related to the CIDs and we completed our responses to the letter on April 7, 2020. On April 20, 2020, the FTC and D&B Inc. entered a tolling agreement with respect to potential claims related to the subject matter of the investigation. On February 23, 2021, the FTC staff provided D&B Inc. with a draft complaint and consent order outlining its allegations and the forms of relief sought, and advised that it had been given authority to engage in consent negotiations for 30 days until March 25, 2021. On March 23, 2021, the FTC staff informed D&B that the FTC had extended the period for consent negotiations for an additional three weeks until April 15, 2021. On April 13, 2021, the FTC staff informed D&B that the FTC had extended the period for consent negotiations an additional four weeks until May 13, 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate for the three months ended March 31, 2021 was 29.0%, reflecting a tax benefit of $9.8 million on a pre-tax loss of $33.7 million. For the three months ended March 31, 2020, we recorded a tax benefit of $74.2 million on a pre-tax loss of $0.6 million, primarily related to the favorable provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act" or "the Act"). The Act provides for a five-year carryback of federal net operating losses generated in tax years beginning in 2018, 2019, or 2020. In addition, the Act temporarily increases the deductible interest expense, for tax years beginning in 2019 and 2020. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 3 Months Ended |
Mar. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits Net Periodic Pension Cost The following table sets forth the components of the net periodic cost (income) associated with our pension plans and our postretirement benefit obligations: Pension Plans Postretirement Benefit Obligations Three months ended March 31, Three months ended March 31, 2021 2020 2021 2020 Components of net periodic cost (income): Service cost $ 1.3 $ 0.4 $ — $ — Interest cost 6.8 10.5 — — Expected return on plan assets (20.8) (21.9) — — Amortization of Prior Service Cost (Credit) 0.4 — (0.1) (0.1) Amortization of actuarial loss (gain) 0.2 — — — Net periodic cost (income) $ (12.1) $ (11.0) $ (0.1) $ (0.1) |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The following table sets forth the components of our stock-based compensation and expected tax benefit for the three months ended March 31, 2021 and 2020 related to the plans in effect during the respective period: Stock-based compensation expense: Three months ended March 31, 2021 Three months ended March 31, 2020 Restricted stock and restricted stock units $ 3.1 $ — Stock options 1.5 — Incentive Units 3.0 3.8 Total compensation expense $ 7.6 $ 3.8 Expected tax benefit: Restricted stock and restricted stock units $ 0.5 $ — Stock options 0.4 — Total compensation expense $ 0.9 $ — We also incurred $0.3 million for the three months ended March 31, 2021 related to foreign tax payment. The following table summarizes the restricted stock and restricted stock units granted in 2021: Date Number of shares granted Grant date fair value per share Vesting period (in years) Vesting Criteria Restricted Stock & RSU's: (1) February 11, 2021 65,790 $22.80 2.4 Service March 10, 2021 67,021 $22.01 1.0 Service March 10, 2021 (2) 2,203,390 $22.01 3.0 Service & Performance March 31, 2021 13,440 $23.81 3.0 Service (1) Employee awards generally vest ratably over three years and director awards vest 100% after one year. (2) These awards are subject to an annual performance target. Vesting of these awards are dependent on the satisfaction of the annual performance target. We accounted for stock-based compensation based on grant date fair value. For restricted stock, grant date fair value was based on the closing price of our stock on the date of grant. The following tables summarize the restricted stock, restricted stock units and stock options activity in 2021: Restricted Stock & RSU's Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2021 702,899 $25.95 1.3 $17.5 Granted 2,349,641 $22.04 Forfeited (61,496) $25.21 Vested (161,438) $25.59 Balances, March 31, 2021 2,829,606 $22.74 1.8 $67.4 Stock Options Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2021 7,650,000 $22.00 6.5 $22.2 Granted — $— Forfeited — $— Vested — $— Balances, March 31, 2021 7,650,000 $22.00 6.3 $13.8 The following table sets forth the unrecognized equity-based compensation cost as of March 31, 2021: Equity-Based Compensation: Unrecognized Compensation Weighted Average Amortization Period (in years) Restricted Stock & RSU's $ 59.8 2.6 Stock Options 13.6 2.2 Incentive Units 11.9 0.9 Total Unrecognized Compensation Expense $ 85.3 2.3 Employee Stock Purchase Plan ("ESPP") Effective December 2020, we adopted the Dun & Bradstreet Holdings, Inc. Employee Stock Purchase Plan that allows eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. The Company contributes varying matching amounts to employees, as specified in the plan document, after a one year holding period. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. The first purchases for this program started in January 2021. We recorded the associated expense of approximately $1 million for the three months ended March 31, 2021. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. In periods when we report net income, diluted earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period plus the dilutive effect of our outstanding stock incentive awards. For periods when we report a net loss, diluted earnings per share is equal to basic earnings per share, as the impact of our outstanding stock incentive awards is considered to be antidilutive. The following table sets forth the computation of basic and diluted earnings (loss) per share: Three months ended March 31, 2021 2020 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (25.0) $ 41.9 Weighted average number of shares outstanding-basic 428.5 314.5 Weighted average number of shares outstanding-diluted 428.5 314.5 Earnings (loss) per share of common stock: Basic $ (0.06) $ 0.13 Diluted $ (0.06) $ 0.13 Below is a reconciliation of our common stock issued and outstanding: Common shares issued as of December 31, 2020 423,418,131 Shares issued during the three months ended March 31, 2021 8,497,792 Common shares issued as of March 31, 2021 431,915,923 Less: treasury shares 471,716 Common shares outstanding as of March 31, 2021 431,444,207 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward and option contracts to hedge certain short-term foreign currency denominated loans and third-party and intercompany transactions. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under “Interest Rate Risk Management” below. We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument is not designated as a hedge or ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments. By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at March 31, 2021 and December 31, 2020, there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures and by selection of reputable counterparties. Our trade receivables do not represent a significant concentration of credit risk at March 31, 2021 and December 31, 2020, because we sell to a large number of clients in different geographical locations and industries. Interest Rate Risk Management Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a practice that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet. We use interest rate swaps to manage the impact of interest rate changes on our earnings. Under the swap agreements, we make monthly payments based on the fixed interest rate and receive monthly payments based on the floating rate. The objective of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. The swaps are designated and accounted for as cash flow hedges. Changes in the fair value of the hedging instruments are recorded in Other Comprehensive Income (Loss) and reclassified to earnings in the same line item associated with the hedged item when the hedged item impacts earnings. On March 30, 2021, the Company entered into three-year interest rate swaps with an aggregate notional amount of $1 billion, effective March 29, 2021 through March 27, 2024. For these swaps, the Company pays a fixed rate of 0.467% and receives the one-month LIBOR rate. In addition, as of March 31, 2021, we had remaining notional amounts of $129 million of interest rate swaps under the April 20, 2018 agreement, which expired on April 27, 2021, at a fixed rate of 2.56%. Foreign Exchange Risk Management Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. From time to time, we follow a practice of hedging certain balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We may use short-term, foreign exchange forward and, from time to time, option contracts to execute our hedging strategies. Typically, these contracts have maturities of 12 months or less. These contracts are denominated primarily in the British pound sterling, the Euro, the Swedish Krona, the Norwegian Krona, and the Hong Kong dollar. The gains and losses on the forward contracts associated with our balance sheet positions are recorded in “Other Income (Expense) – Net” in the condensed consolidated statements of operations and comprehensive income (loss) and are essentially offset by the losses and gains on the underlying foreign currency transactions. Our foreign exchange forward contracts are not designated as hedging instruments under authoritative guidance. To decrease earnings volatility, we currently hedge substantially all our intercompany balance positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. In the prior year, certain balance sheet positions were not being hedged in order to reduce the volatility of cash flows required to settle these forward contracts. However, starting in the third quarter of 2020, we resumed our practice of hedging substantially all our intercompany balance positions. The underlying transactions and the corresponding foreign exchange forward contracts are marked to market at the end of each quarter and the fair value impacts are reflected within “Non-operating income (expense) – net” in the consolidated financial statements. In addition, in connection with the acquisition of the Bisnode, we entered into a zero-cost foreign currency collar in October 2020, with a notional amount of SEK 4.8 billion to reduce our foreign currency exposure. Unrealized gain associated with the instrument was $23.5 million at December 31, 2020. We settled the collar on January 8, 2021 with a total realized gain of $21.0 million upon the close of the Bisnode transaction, resulting in a loss of $2.5 million for the three months ended March 31, 2021. As of March 31, 2021 and December 31, 2020, the notional amounts of our foreign exchange contracts were $347.9 million and $212.9 million, respectively. Fair Values of Derivative Instruments in the Consolidated Balance Sheets Asset Derivatives Liability Derivatives March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current $ 1.0 Other Current $ — Other Accrued & $ 0.2 Other Accrued & $ 1.0 Total Derivatives designated as hedging instruments $ 1.0 $ — $ 0.2 $ 1.0 Derivatives not designated as hedging instruments Foreign exchange collar Other Current Assets $ — Other Current Assets $ 23.5 $ — $ — Foreign exchange forward contracts Other Current 2.5 Other Current 2.0 Other Accrued & 0.4 Other Accrued & 0.9 Total derivatives not designated as hedging instruments $ 2.5 $ 25.5 $ 0.4 $ 0.9 Total Derivatives $ 3.5 $ 25.5 $ 0.6 $ 1.9 The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) Amount of Gain or (Loss) Recognized in OCI on Derivative Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Recognized in Income on Derivative Three months ended March 31, Three months ended March 31, Three months ended March 31, Derivatives in Cash Flow Hedging Relationships 2021 2020 Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income 2021 2020 Location of Gain or (Loss) Recognized in Income on Derivative 2021 2020 Interest contracts $ 1.8 $ (1.3) Interest expense $ (0.8) $ (0.5) Interest expense $ (0.8) $ (0.5) Amount of Gain (Loss) Recognized in Income on Derivatives Three months ended March 31, Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivatives 2021 2020 Make-whole derivative liability Non-Operating Income (Expenses) – Net $ — $ 69.8 Foreign exchange collar Non-Operating Income (Expenses) – Net $ (2.5) $ — Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ 2.9 $ 0.7 Fair Value of Financial Instruments Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings. The following table summarizes fair value measurements by level at March 31, 2021 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at March 31, 2021 Assets: Cash equivalents (1) $ 11.4 $ — $ — $ 11.4 Other current assets: Foreign exchange forwards (2) $ — $ 2.5 $ — $ 2.5 Swap arrangements (4) $ — $ 1.0 $ — $ 1.0 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.4 $ — $ 0.4 Swap arrangements (4) $ — $ 0.2 $ — $ 0.2 The following table summarizes fair value measurements by level at December 31, 2020 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2020 Assets: Cash equivalents (1) $ 212.3 $ — $ — $ 212.3 Other current assets: Foreign exchange forwards (2) $ — $ 2.0 $ — $ 2.0 Foreign exchange collar (3) $ — $ 23.5 $ — $ 23.5 Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.9 $ — $ 0.9 Swap arrangements (4) $ — $ 1.0 $ — $ 1.0 (1) The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less. (2) Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. (3) Represents foreign currency collar entered in October 2020 in connection with the acquisition of Bisnode, which was settled on January 8, 2021 with a total gain of $21.0 million. Fair value is determined based on observable market data. (4) Represents interest rate swap agreements. Fair value is determined based on observable market data. There were no transfers between Levels I and II or transfers in or transfers out of Level III in the fair value hierarchy for the three months ended March 31, 2021 and 2020. At March 31, 2021 and December 31, 2020, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value are due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows: Balance at March 31, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Short-term and Long-term Debt (1) $ 848.2 $ 1,023.0 $ 847.2 $ 1,056.1 New Term Loan Facility (2) $ 2,727.9 $ 2,833.0 $ 2,433.9 $ 2,476.2 (1) Includes New Senior Notes (long-term) at March 31, 2021 and December 31, 2020. (2) Includes short-term and long-term portions of the New Term Loan Facility. Items Measured at Fair Value on a Nonrecurring Basis In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and for acquisition accounting in accordance with the guidance in ASC 805 "Business Combinations." |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) ("AOCI"): Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Balance, January 1, 2020 $ 4.8 $ (24.0) $ (1.1) $ (20.3) Other comprehensive income (loss) before reclassifications (24.3) — (1.4) (25.7) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — (0.1) 0.4 0.3 Balance, March 31, 2020 $ (19.5) $ (24.1) $ (2.1) $ (45.7) Balance, January 1, 2021 $ 30.1 $ (120.3) $ (0.4) $ (90.6) Other comprehensive income (loss) before reclassifications (50.0) — 1.0 (49.0) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — 0.4 0.8 1.2 Balance, March 31, 2021 $ (19.9) $ (119.9) $ 1.4 $ (138.4) The following table summarizes the reclassifications out of AOCI: Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Three months ended March 31, Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Statement Where Net Income (Loss) is Presented 2021 2020 Defined Benefit Pension Plans: Amortization of prior service costs Other Income (Expense)- Net $ 0.4 $ (0.1) Amortization of actuarial gain/loss Other Income (Expense) - Net — — Derivative Financial Instruments: Interest contracts Interest Expense 0.8 0.5 Total before tax 1.2 0.4 Tax benefit (expense) — (0.1) Total after tax 1.2 0.3 Total reclassifications for the period, net of tax $ 1.2 $ 0.3 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2021 Acquisitions On January 8, 2021, we acquired 100% ownership of Bisnode Business Information Group AB (“Bisnode”), a leading European data and analytics firm and long-standing member of the Dun & Bradstreet WWN alliances, for a total purchase price of $805.8 million. The transaction closed with a combination of cash of $646.9 million and 6,237,087 newly issued shares of common stock of the Company in a private placement valued at $158.9 million based on the stock closing price on January 8, 2021. Upon the close of the transaction, we settled a zero-cost foreign currency collar and received $21.0 million, which reduced our net cash payment for the acquisition. The transaction was partially funded by the proceeds from the $300 million borrowing from the Incremental Term Loan. See Note 5 for further discussion. The acquisition was accounted for in accordance with ASC 805 “Business Combinations,” as a purchase transaction, and accordingly, the assets and liabilities of the entity was recorded at their estimated fair values at the date of the acquisition. We have included the financial results of Bisnode in our consolidated financial statements since the acquisition date. Transaction costs of $4.6 million and $0.4 million were included in selling and administrative expenses for the year ended December 31, 2020 and for the three months ended March 31, 2021, respectively. As a result of the acquisition, we wrote off pre-existing contract assets and liabilities of $2.9 million and $0.8 million to selling and administrative expenses and revenue, respectively, for the three months ended March 31, 2021. The acquisition effectively settled these pre-existing relationships. We allocated goodwill and intangible assets to our International segment. The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Cash $ 29.9 Accounts receivable 61.0 Other current assets 13.1 Total current assets 104.0 Property, plant & equipment 3.5 Intangible assets: Reacquired right 15 271.0 Database 12 116.0 Customer relationships 10 106.0 Technology 14 65.0 Goodwill 488.4 Right of use asset 26.7 Other 5.2 Total assets acquired $ 1,185.8 Accounts payable $ 17.5 Deferred revenue 80.6 Accrued payroll 20.7 Accrued income tax and other tax liabilities 17.1 Short-term lease liability 8.4 Other current liabilities 23.7 Total current liabilities 168.0 Long-term pension and postretirement obligations 65.4 Deferred tax liability 127.6 Long-term lease liability 18.2 Other liabilities 0.8 Total liabilities assumed 380.0 Total consideration $ 805.8 The fair value of the reacquired right intangible asset primarily related to rights that were previously granted to Bisnode under the WWN agreement, including rights to sell certain products under the D&B brand name and the right to access D&B database and technology platform. The reacquired right intangible asset was determined by applying the income approach; specifically, utilizing a multi-period excess earnings method. In addition, as a result of the Bisnode acquisition, we reclassified the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship of $64.7 million to reacquired right, which is amortized over 15 years, together with the above-mentioned newly recognized reacquired right. The fair value of the customer relationships intangible asset was determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings attributable to the measured assets. The database intangible asset represents business and consumer data collected and managed by Bisnode. The technology intangible asset represents Bisnode's data supply and service platform to deliver customer services and solutions. We applied the income approach to value database and technology intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured assets. Although we believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, the initial purchase price allocation is preliminary and is subject to revision as permitted by ASC 805, Business Combinations. The primary areas of the purchase price allocation that are not yet finalized are related to certain liabilities, valuation of deferred revenue, contingencies and deferred taxes. We will adjust the associated fair values if facts and circumstances arise that necessitate change. We expect to complete the purchase accounting process as soon as practicable but no later than one year from the acquisition date. The value of the goodwill is primarily related to the expected cost synergies and growth opportunity from the combined business. We do not expect goodwill to be deductible for tax purposes. The intangible assets, with useful lives from 6 to 15 years, are being amortized over a weighted-average useful life of 13.6 years. The customer relationship, technology and database intangible assets are primarily amortized using an accelerating method. Reacquired right is amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets. The table below sets forth the future amortization as of March 31, 2021 associated with intangible assets recognized as a result of the acquisition of Bisnode: Remainder of 2021 2022 2023 2024 2025 Thereafter Total Reacquired Right $ 13.6 $ 18.1 $ 18.1 $ 18.1 $ 18.1 $ 180.8 $ 266.8 Technology 6.5 8.1 7.4 6.8 6.2 28.0 63.0 Customer Relationship 14.6 17.5 15.5 13.6 11.6 28.7 101.5 Database 14.9 17.8 15.7 13.6 11.5 37.0 110.5 Total $ 49.6 $ 61.5 $ 56.7 $ 52.1 $ 47.4 $ 274.5 $ 541.8 Unaudited Pro Forma Financial Information The following pro forma statements of operations data presents the combined results of the Company and Bisnode, assuming that the acquisition had occurred on January 1, 2020. Three months ended March 31, 2021 2020 Reported revenue $ 504.5 $ 395.7 Preacquisition revenue - Bisnode 4.6 96.9 Adjustments to Bisnode pre-acquisition revenue related to revenue received from Dun & Bradstreet Holdings, Inc. — (4.1) Adjustments to Dun & Bradstreet revenue related to revenue received from Bisnode — (8.4) Total pro forma revenue $ 509.1 $ 480.1 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (25.0) $ 41.9 Pro forma adjustments - net of tax effect Pre-acquisition net income - Bisnode 0.8 1.1 Intangible amortization - net of tax benefits (0.1) (12.8) Write off related to preexisting relationship - net of tax benefits 2.3 (2.3) Transaction costs - net of tax benefits 0.3 3.5 Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (21.7) $ 31.4 2020 Acquisitions On January 7, 2020 we acquired a 100% equity interest in Orb Intelligence (“Orb”) for a purchase price of $11.5 million. Orb Intelligence offers a high quality, global database of information, with a focus on building a digital view of businesses' presence. On March 11, 2020, we acquired substantially all of the assets of coAction.com for a purchase price of $9.6 million, of which $4.8 million was paid upon the close of the transaction and the remaining $4.8 million was paid on September 11, 2020. coAction.com is a leader in revenue cycle management in the Order-to-Cash process, serving mid to large size companies across multiple industries. The acquisitions were accounted for in accordance with ASC 805 “Business Combinations,” as purchase transactions, and accordingly, the assets and liabilities of both entities were recorded at their estimated fair values at the respective dates of the acquisitions. Transaction costs of $0.2 million were included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2020. We have included the financial results of Orb and coAction.com in our consolidated financial statements since their respective acquisition dates, and the results from each of these companies were not individually or in the aggregate material to our consolidated financial statements. We had finalized the purchase price allocation as of December 31, 2020. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Computer Software and Goodwill: Computer Software Goodwill January 1, 2020 $ 382.2 $ 2,841.7 Acquisitions (1) — 10.7 Additions at cost (2) 18.2 — Amortization (16.0) — Write-off (0.2) — Other (5) (4.9) (3.7) March 31, 2020 $ 379.3 $ 2,848.7 January 1, 2021 $ 437.0 $ 2,857.9 Acquisition (3) 65.0 488.4 Additions at cost (2) 42.2 — Amortization (24.5) — Write-off (3.1) — Other (5) (8.5) (28.1) March 31, 2021 $ 508.1 $ 3,318.2 Other Intangibles: Customer Relationships Reacquired Rights Database Indefinite-Lived Intangibles Other Intangibles Total January 1, 2020 $ 2,162.7 $ — $ 1,550.8 $ 1,275.8 $ 265.2 $ 5,254.5 Acquisitions (1) 2.4 — — — 6.8 9.2 Additions at cost — — — — 0.2 0.2 Amortization (64.9) — (46.2) — (5.0) (116.1) Other (5) (3.9) — — — (9.5) (13.4) March 31, 2020 $ 2,096.3 $ — $ 1,504.6 $ 1,275.8 $ 257.7 $ 5,134.4 January 1, 2021 $ 1,912.9 $ — $ 1,369.7 $ 1,275.8 $ 256.4 $ 4,814.8 Acquisition (3) 106.0 271.0 116.0 — — 493.0 Additions at cost — — — — 0.2 0.2 Amortization (65.6) (5.0) (47.8) — (4.0) (122.4) WWN relationship transfer (4) — 64.7 — — (64.7) — Other (5) (5.4) (14.3) (6.2) — (2.0) (27.9) March 31, 2021 $ 1,947.9 $ 316.4 $ 1,431.7 $ 1,275.8 $ 185.9 $ 5,157.7 (1) Related to the acquisition of Orb Intelligence and coAction.com. (2) Primarily related to software-related enhancements on products. (3) Related to the acquisition of Bisnode. (4) Reclassification of the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship to reacquired right as a result of the Bisnode acquisition. (5) Primarily due to the impact of foreign currency fluctuations. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our segment disclosure is intended to provide the users of our consolidated financial statements with a view of the business that is consistent with management of the Company. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the U.K., Europe, Greater China, India and indirectly through our WWN alliances. On January 8, 2021, we acquired 100% ownership of Bisnode Business Information Group AB (“Bisnode”), a leading European data and analytics firm and long-standing member of the Dun & Bradstreet WWN alliances, for a total purchase price of $805.8 million. See Note 14 for further discussion. Financial results of Bisnode ("Europe") has been included in our International segment since the acquisition date. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. We define adjusted EBITDA as net income (loss) attributable to Dun & Bradstreet Holdings, Inc. excluding the following items: (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax benefit or provision; (iv) other expenses or income; (v) equity in net income of affiliates; (vi) net income attributable to non-controlling interests; (vii) dividends allocated to preferred stockholders; (viii) other incremental or reduced expenses and revenue from the application of purchase accounting (e.g. commission asset amortization) and acquisitions; (ix) equity-based compensation; (x) restructuring charges; (xi) merger and acquisition-related operating costs; (xii) transition costs primarily consisting of non-recurring incentive expenses associated with our synergy program; (xiii) legal reserve and costs associated with significant legal and regulatory matters; and (xiv) asset impairment. Our client solution sets are Finance & Risk and Sales & Marketing. Inter-segment sales are immaterial, and no single client accounted for 10% or more of our total revenue. Three months ended March 31, 2021 2020 Revenue: North America $ 339.4 $ 341.5 International 169.9 71.6 Corporate and other (1) (4.8) (17.4) Consolidated total $ 504.5 $ 395.7 (1) Revenues for Corporate and other for the three months ended March 31, 2021 primarily represents adjustments recorded in accordance with GAAP to the International segment due to the timing of the completion of the Bisnode acquisition . Revenue for Corporate and other for the three months ended March 31, 2020 represents deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction, Lattice acquisition and other 2020 acquisitions. Three months ended March 31, 2021 2020 Adjusted EBITDA North America $ 151.0 $ 144.5 International 51.5 24.0 Corporate and other (16.9) (33.4) Consolidated total $ 185.6 $ 135.1 Depreciation and amortization (149.7) (134.4) Interest expense - net (48.8) (82.7) Dividends allocated to preferred stockholders — (32.0) Benefit (provision) for income taxes 9.8 74.2 Other income (expense) - net 6.8 89.3 Equity in net income of affiliates 0.6 0.7 Net income (loss) attributable to non-controlling interest (1.7) (0.4) Other incremental or reduced expenses and revenue from the application of purchase accounting and acquisitions 0.7 4.9 Equity-based compensation (7.9) (3.8) Restructuring charges (5.8) (4.8) Merger and acquisition-related operating costs (3.1) (2.5) Transition costs (0.6) (1.6) Legal reserve associated with significant legal and regulatory matters (9.9) — Asset impairment (1.0) (0.1) Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (25.0) $ 41.9 Three months ended March 31, 2021 2020 Depreciation and amortization: North America $ 12.6 $ 4.7 International 2.8 1.1 Total segments 15.4 5.8 Corporate and other (1) 134.3 128.6 Consolidated total $ 149.7 $ 134.4 Capital expenditures: North America $ 0.6 $ 0.6 International 0.6 0.7 Total segments 1.2 1.3 Corporate and other — 0.1 Consolidated total $ 1.2 $ 1.4 Additions to computer software and other intangibles: North America $ 34.9 $ 16.9 International 7.3 1.1 Total segments 42.2 18.0 Corporate and other 0.2 0.4 Consolidated total $ 42.4 $ 18.4 (1) Depreciation and amortization for Corporate and other includes incremental amortization resulting from acquisitions. Supplemental Geographic and Customer Solution Set Information: March 31, December 31, Assets: North America $ 8,121.7 $ 8,522.9 International 1,803.2 697.4 Consolidated total $ 9,924.9 $ 9,220.3 Goodwill: North America $ 2,745.5 $ 2,745.5 International 572.7 112.4 Consolidated total $ 3,318.2 $ 2,857.9 Other intangibles: North America $ 4,432.0 $ 4,534.5 International 725.7 280.3 Consolidated total $ 5,157.7 $ 4,814.8 Other long-lived assets (excluding deferred income tax): North America $ 568.4 $ 562.9 International 192.5 96.2 Consolidated total $ 760.9 $ 659.1 Total long-lived assets $ 9,236.8 $ 8,331.8 Three months ended March 31, Customer Solution Set Revenue: 2021 2020 North America (1): Finance & Risk $ 190.5 $ 192.8 Sales & Marketing 148.9 148.7 Total North America $ 339.4 $ 341.5 International: Finance & Risk $ 107.4 $ 58.6 Sales & Marketing 62.5 13.0 Total International $ 169.9 $ 71.6 Corporate and other: Finance & Risk $ (2.3) $ (9.8) Sales & Marketing (2.5) (7.6) Total Corporate and other $ (4.8) $ (17.4) Total Revenue: Finance & Risk $ 295.6 $ 241.6 Sales & Marketing 208.9 154.1 Total Revenue $ 504.5 $ 395.7 (1) Substantially all of the North America revenue is attributable to the United States. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The following sets forth certain transactions and agreements in which the Company and our affiliates, executive officers and certain directors are involved. After the completion of the Take-Private Transaction on February 8, 2019, our parent entity was collectively controlled by entities affiliated with Bilcar, LLC ("Bilcar"), Thomas H. Lee Partners, L.P. ("THL"), Cannae Holdings, Inc. ("Cannae Holdings"), Black Knight, Inc. ("Black Knight") and CC Capital Partners LLC ("CC Capital"), collectively the "Investor Consortium." Subsequent to the close of the IPO and the concurrent private placement on July 6, 2020, the Investor Consortium continues to be able to exercise significant voting influence over fundamental and significant corporate matters and transactions by their ability to designate five members of our board of directors. Our Chief Executive Officer Anthony Jabbour also serves as the Chief Executive Officer of Black Knight. Stephen C. Daffron, co-founder of Motive Partners, became our President and Chief Operating Officer. Additionally, William P. Foley II serves as Chairman of the Company’s board of directors, while continuing his role as Chairman of the board of directors of Cannae Holdings and Black Knight. Richard N. Massey, a member of the Company’s board of directors, serves as Chief Executive Officer and as a director of Cannae Holdings. Certain of our key employees have dual responsibilities among the Investor Consortium. Subsequent to the close of the IPO transaction, the above relationships remain the same. In November 2020, we entered into a consulting service agreement with Black Knight. The agreement is cancellable upon mutual agreement. Pursuant to the agreement, Black Knight provides the Company consulting services, in exchange for fees in an amount equal to Black Knight's cost plus ten percent mark up. We recorded $0.2 million consulting fees to Black Knight for the three months ended March 31, 2021. In August 2019, the Company entered into a five-year lease agreement with Motive Partners related to the office space for the Company’s London sales office starting August 1, 2019. This lease was terminated in June 2020 with a termination fee of $0.1 million. We recorded total lease costs of $0.5 million for the three months ended March 31, 2020. In December 2019, the Company entered into a one-year lease agreement with Motive Partners for operations in New York starting January 1, 2020. Total payments over the one-year lease term aggregate to approximately $0.2 million. In the normal course of business, we reimburse affiliates for certain travel costs incurred by Dun & Bradstreet Holdings, Inc. executives and board members. The amount included in Selling and Administrative Expenses was $0.4 million for the three months ended March 31, 2020. On January 1, 2020, the Company entered into a three-year service agreement with Trasimene Capital Management, LLC (the “Advisor”), an entity affiliated with Cannae Holdings, and controlled by Mr. Foley. The agreement is subject to renewal. Pursuant to the agreement, the Advisor provides the Company strategic advisory services, in exchange for transaction fees that are calculated based on 1% of the value of each transaction for which the Advisor performs services. Under the service agreement, the Company is also obligated to reimburse the reasonable and documented out-of-pocket expenses incurred by the Advisor. We incurred costs of $0.4 million for transaction fees to the Advisor for the three months ended March 31, 2020. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying interim unaudited condensed consolidated financial statements of Dun & Bradstreet Holdings, Inc. and its subsidiaries ("we" "us" "our" or the "Company") were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). They should be read in conjunction with the consolidated financial statements and related notes, which appear in the consolidated financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K and filed with the Securities and Exchange Commission ("SEC") on February 25, 2021. The unaudited condensed consolidated financial statements for interim periods do not include all disclosures required by GAAP for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the unaudited consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included. |
Segment Reporting | We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the United Kingdom and Ireland ("U.K."), Northern Europe and Central Europe ("Europe"), Greater China, India and indirectly through our Worldwide Network alliances ("WWN alliances"). On January 8, 2021, we acquired 100% ownership of Bisnode Business Information Group AB (“Bisnode”), a leading European data and analytics firm and long-standing member of the Dun & Bradstreet WWN alliances, for a total purchase price of $805.8 million. See Note 14 for further discussion. Financial results of Bisnode ("Europe") has been included in our International segment since the acquisition date. |
Reclassification, Comparability Adjustment | Historically our consolidated financial statements which have a year-end of December 31, reflected results of subsidiaries outside of North America on a one-month lag with a year-end of November 30. Effective January 1, 2021, we eliminated the one-month reporting lag by our subsidiaries outside of North America and aligned the year-end for all subsidiaries to December 31. The elimination of this reporting lag represented a change in accounting principle which the Company believes to be preferable as it provides investors with the most current information. This change in accounting policy was applied retrospectively to all periods since February 8, 2019 ("Successor periods") after the Take-Private Transaction. See Note 5 for further discussion. The Unaudited Condensed Consolidated Balance Sheet as of December 31, 2020, the Unaudited Condensed Consolidated Statement of Operations and comprehensive Income (Loss) for the three months ended March 31, 2020, the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and the Unaudited Condensed Consolidated Statements of Stockholder Equity (Deficit) for the three months ended March 31, 2020 have been recast to reflect this change in accounting policy. In addition, we plan to revise the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2020, three and nine months ended September 30, 2020 and three and twelve months ended December 31, 2020 when they are presented as comparatives, as these financial statements will be issued in the future. |
Use of Estimates | Our unaudited condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the unaudited consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Since early 2020, the novel coronavirus ("COVID-19") global pandemic has caused disruptions in the economy and volatility in the global financial markets. As of the date of this report, there remains considerable uncertainty regarding its duration and the speed and nature of recovery. The extent of the impact of the COVID-19 global pandemic on our operations and financial performance will depend on the effects on our clients and vendors, which continue to be uncertain at this time and cannot be predicted. In addition, the pandemic may affect management's estimates and assumptions of variable consideration in contracts with clients as well as other estimates and assumptions, in particular those that require a projection of our financial results, our cash flows or broader economic conditions. |
Recently Adopted Accounting Pronouncements & Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740)." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance . For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. This update did not have a material impact on our consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes to the Quarterly Results | The following table presents a summary of the changes to the quarterly results for the year ended December 31, 2020: Revenue Operating Income (loss) Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates Provision (benefit) for income taxes Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. Basic earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. Diluted earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc.. Three months ended March 31, 2020: As Reported $ 395.3 $ (8.3) $ (1.0) $ (74.3) $ 41.5 $ 0.13 $ 0.13 Increase (Decrease) 0.4 1.1 0.4 0.1 0.4 $ — $ — As Revised $ 395.7 $ (7.2) $ (0.6) $ (74.2) $ 41.9 $ 0.13 $ 0.13 Three months ended June 30, 2020: As Reported $ 420.6 $ (1.4) $ (201.9) $ (27.5) $ (207.1) $ (0.66) $ (0.66) Increase (Decrease) (1.9) (0.9) (1.1) (0.2) (0.9) $ — $ — As Revised $ 418.7 $ (2.3) $ (203.0) $ (27.7) $ (208.0) $ (0.66) $ (0.66) Six months ended June 30, 2020: As Reported $ 815.9 $ (9.7) $ (202.9) $ (101.8) $ (165.6) $ (0.53) $ (0.53) Increase (Decrease) (1.5) 0.2 (0.7) (0.1) (0.5) $ — $ — As Revised $ 814.4 $ (9.5) $ (203.6) $ (101.9) $ (166.1) $ (0.53) $ (0.53) Three months ended September 30, 2020: As Reported $ 442.1 $ 45.2 $ (24.9) $ (9.3) $ (17.0) $ (0.04) $ (0.04) Increase (Decrease) 2.3 0.3 0.9 0.2 0.7 $ — $ — As Revised $ 444.4 $ 45.5 $ (24.0) $ (9.1) $ (16.3) $ (0.04) $ (0.04) Nine months ended September 30, 2020: As Reported $ 1,258.0 $ 35.5 $ (227.8) $ (111.1) $ (182.6) $ (0.52) $ (0.52) Increase (Decrease) 0.8 0.5 0.2 0.1 0.2 $ — $ — As Revised $ 1,258.8 $ 36.0 $ (227.6) $ (111.0) $ (182.4) $ (0.52) $ (0.52) Three months ended December 31, 2020: As Reported $ 480.1 $ 27.5 $ 8.5 $ 0.6 $ 7.0 $ 0.02 $ 0.02 Increase (Decrease) (0.2) (7.9) (7.3) (2.0) (5.2) $ (0.02) $ (0.02) As Revised $ 479.9 $ 19.6 $ 1.2 $ (1.4) $ 1.8 $ — $ — Year ended December 31, 2020: As Reported $ 1,738.1 $ 63.0 $ (219.3) $ (110.5) $ (175.6) $ (0.48) $ (0.48) Increase (Decrease) 0.6 (7.4) (7.1) (1.9) (5.0) $ (0.01) $ (0.01) As Revised $ 1,738.7 $ 55.6 $ (226.4) $ (112.4) $ (180.6) $ (0.49) $ (0.49) The following table presents a summary of the changes to the assets, liabilities and equity: As Reported Increase As Revised Total Assets as of December 31, 2020 $ 9,219.4 $ 0.9 $ 9,220.3 Total Liabilities as of December 31, 2020 $ 5,641.7 $ (5.3) $ 5,636.4 Total Equity as of January 1, 2020 $ 1,577.7 $ (0.4) $ 1,577.3 Total Equity as of December 31, 2020 $ 3,577.7 $ 6.2 $ 3,583.9 The following table presents a summary of the changes to the results of statement of cash flows for the year ended December 31, 2020: Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Three months ended March 31, 2020: As Reported $ 0.5 $ (35.6) $ 103.9 Increase (Decrease) 4.6 1.6 — As Revised $ 5.1 $ (34.0) $ 103.9 Six months ended June 30, 2020: As Reported $ 114.4 $ (65.0) $ (48.0) Increase (Decrease) 13.3 (3.5) (0.7) As Revised $ 127.7 $ (68.5) $ (48.7) Nine months ended September 30, 2020: As Reported $ 118.4 $ (108.9) $ 196.0 Increase (Decrease) 12.3 (3.4) 0.2 As Revised $ 130.7 $ (112.3) $ 196.2 Year ended December 31, 2020: As Reported $ 195.6 $ (134.3) $ 189.3 Increase (Decrease) 9.4 1.0 (0.7) As Revised $ 205.0 $ (133.3) $ 188.6 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Remaining Performance Obligation | The total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2021 is as follows: Remainder of 2021 2022 2023 2024 2025 Thereafter Total Future revenue $ 1,003.3 $ 583.7 $ 315.6 $ 125.7 $ 94.1 $ 235.4 $ 2,357.8 |
Schedule of Contract Balances | At March 31, 2021 At December 31, 2020 Accounts receivable, net $ 375.7 $ 327.0 Short-term contract assets (1) $ 2.5 $ 0.7 Long-term contract assets (2) $ 3.9 $ 3.8 Short-term deferred revenue $ 634.4 $ 477.2 Long-term deferred revenue (3) $ 12.4 $ 14.6 (1) Included within Other Current Assets in the condensed consolidated balance sheet (2) Included within Other Non-Current Assets in the condensed consolidated balance sheet (3) Included within Other Non-Current Liabilities in the condensed consolidated balance sheet |
Schedule of Amortization of Commission Assets | The amortization of commission assets is as follows: Period Amortization Three months ended March 31, 2021 $ 6.0 Three months ended March 31, 2020 $ 3.3 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserves and Utilization | The following table sets forth the restructuring reserves and utilization for the three months ended March 31, 2021 and the three months ended March 31, 2020: Severance Contract Termination Total 2021: Balance remaining as of December 31, 2020 $ 2.6 $ 7.1 $ 9.7 Charge taken during first quarter 2021 (1) 4.7 (0.3) 4.4 Payments made during first quarter 2021 (2.4) (0.9) (3.3) Balance remaining as of March 31, 2021 $ 4.9 $ 5.9 $ 10.8 2020: Balance remaining as of December 31, 2019 $ 5.8 $ 4.5 $ 10.3 Charge taken during first quarter 2020 (1) 2.0 — 2.0 Payments made during first quarter 2020 (4.6) (1.4) (6.0) Balance remaining as of March 31, 2020 $ 3.2 $ 3.1 $ 6.3 (1) Balance excludes charges accounted for under ASU No. 2016-02, "Leases (Topic 842)." |
Notes Payable and Indebtedness
Notes Payable and Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | Our borrowings are summarized in the following table: March 31, 2021 December 31, 2020 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: New Term Loan Facility (1) $ 28.1 $ — $ 28.1 $ 25.3 $ — $ 25.3 Total short-term debt $ 28.1 $ — $ 28.1 $ 25.3 $ — $ 25.3 Debt Maturing After One Year: New Term Loan Facility (1) February 8, 2026 $ 2,775.9 $ 76.1 $ 2,699.8 $ 2,485.7 $ 77.1 $ 2,408.6 New Revolving Facility (1) (2) September 11, 2025 — — — — — — 6.875% New Senior Secured Notes (1) August 15, 2026 420.0 7.8 412.2 420.0 8.2 411.8 10.250% New Senior Unsecured Notes (1) February 15, 2027 450.0 14.0 436.0 450.0 14.6 435.4 Total long-term debt $ 3,645.9 $ 97.9 $ 3,548.0 $ 3,355.7 $ 99.9 $ 3,255.8 Total debt $ 3,674.0 $ 97.9 $ 3,576.1 $ 3,381.0 $ 99.9 $ 3,281.1 * Represents the unamortized portion of debt issuance costs and discounts. (1) The New Senior Secured Credit Facilities and New Senior Secured and Unsecured Notes contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at March 31, 2021 and December 31, 2020. (2) The New Revolving Facility contains a springing financial covenant requiring compliance with a maximum ratio of first lien net indebtedness to consolidated EBITDA of 6.75. The financial covenant applies only if the aggregate principal amount of borrowings under the New Revolving Facility and certain outstanding letters of credit exceed 35% of the total amount of commitments under the New Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at March 31, 2021 and December 31, 2020. |
Schedule of Maturities of Debt | The scheduled maturities and interest payments for our total debt outstanding as of March 31, 2021 are as follows: Remainder of 2021 2022 2023 2024 2025 Thereafter Total Principal $ 21.1 $ 28.1 $ 28.1 $ 28.1 $ 28.1 $ 3,540.5 $ 3,674.0 Interest 108.0 168.2 167.2 166.3 165.3 107.6 882.6 Total Debt $ 129.1 $ 196.3 $ 195.3 $ 194.4 $ 193.4 $ 3,648.1 $ 4,556.6 |
Other Assets and Liabilities (T
Other Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets and Other Liabilities [Abstract] | |
Schedule of Other Non-Current Assets | Other Non-Current Assets March 31, December 31, Right of use assets (1) $ 86.2 $ 64.8 Prepaid pension assets 4.4 4.3 Investments 26.4 27.3 Other non-current assets 20.7 16.2 Total $ 137.7 $ 112.6 |
Schedule of Other Accrued and Current Liabilities | Other Accrued and Current Liabilities: March 31, December 31, 2020 Operating expenses accruals (1) $ 88.8 $ 75.9 Accrued interest expense (2) 10.3 29.0 Short-term lease liability (3) 29.9 23.4 Other accrued liabilities 27.9 22.8 Total $ 156.9 $ 151.1 (1) Higher accrual was mainly related to higher legal reserve related to regulatory matters. See Note 7 for detail discussion. (2) The reduction in accrued interest expense as of March 31, 2021 was due to the timing of bond interest payments. (3) Short-term lease liability includes $8.4 million for operating leases established as part of the purchase accounting in connection with the acquisition of Bisnode on January 8, 2021. In addition, we entered into a new real estate lease agreement in China during the first quarter of 2021 with a short-term lease liability measured at $0.6 million |
Schedule of Other Non-Current Liabilities | Other Non-Current Liabilities: March 31, December 31, 2020 Deferred revenue - long term $ 12.4 $ 14.6 U.S. tax liability associated with the 2017 Act 49.8 49.8 Long-term lease liability (1) 74.3 62.5 Other 10.5 8.6 Total $ 147.0 $ 135.5 (1) Long-term lease liability includes $18.2 million for operating leases established as part of the purchase accounting in connection with the acquisition of Bisnode on January 8, 2021. In addition, we entered into a new real estate lease agreement in China during the first quarter of 2021 with a long-term lease liability measured at $3.2 million. |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Schedule of Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations | The following table sets forth the components of the net periodic cost (income) associated with our pension plans and our postretirement benefit obligations: Pension Plans Postretirement Benefit Obligations Three months ended March 31, Three months ended March 31, 2021 2020 2021 2020 Components of net periodic cost (income): Service cost $ 1.3 $ 0.4 $ — $ — Interest cost 6.8 10.5 — — Expected return on plan assets (20.8) (21.9) — — Amortization of Prior Service Cost (Credit) 0.4 — (0.1) (0.1) Amortization of actuarial loss (gain) 0.2 — — — Net periodic cost (income) $ (12.1) $ (11.0) $ (0.1) $ (0.1) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Components of Equity-Based Compensation | The following table sets forth the components of our stock-based compensation and expected tax benefit for the three months ended March 31, 2021 and 2020 related to the plans in effect during the respective period: Stock-based compensation expense: Three months ended March 31, 2021 Three months ended March 31, 2020 Restricted stock and restricted stock units $ 3.1 $ — Stock options 1.5 — Incentive Units 3.0 3.8 Total compensation expense $ 7.6 $ 3.8 Expected tax benefit: Restricted stock and restricted stock units $ 0.5 $ — Stock options 0.4 — Total compensation expense $ 0.9 $ — |
Schedule of Stock Options, Restricted Stock and Restricted Stock Units Granted and Unrecognized Compensation Cost | The following table summarizes the restricted stock and restricted stock units granted in 2021: Date Number of shares granted Grant date fair value per share Vesting period (in years) Vesting Criteria Restricted Stock & RSU's: (1) February 11, 2021 65,790 $22.80 2.4 Service March 10, 2021 67,021 $22.01 1.0 Service March 10, 2021 (2) 2,203,390 $22.01 3.0 Service & Performance March 31, 2021 13,440 $23.81 3.0 Service (1) Employee awards generally vest ratably over three years and director awards vest 100% after one year. (2) These awards are subject to an annual performance target. Vesting of these awards are dependent on the satisfaction of the annual performance target. We accounted for stock-based compensation based on grant date fair value. For restricted stock, grant date fair value was based on the closing price of our stock on the date of grant. The following table sets forth the unrecognized equity-based compensation cost as of March 31, 2021: Equity-Based Compensation: Unrecognized Compensation Weighted Average Amortization Period (in years) Restricted Stock & RSU's $ 59.8 2.6 Stock Options 13.6 2.2 Incentive Units 11.9 0.9 Total Unrecognized Compensation Expense $ 85.3 2.3 |
Schedule of Stock Options, Restricted Stock and Restricted Stock Units Activity | The following tables summarize the restricted stock, restricted stock units and stock options activity in 2021: Restricted Stock & RSU's Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2021 702,899 $25.95 1.3 $17.5 Granted 2,349,641 $22.04 Forfeited (61,496) $25.21 Vested (161,438) $25.59 Balances, March 31, 2021 2,829,606 $22.74 1.8 $67.4 Stock Options Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2021 7,650,000 $22.00 6.5 $22.2 Granted — $— Forfeited — $— Vested — $— Balances, March 31, 2021 7,650,000 $22.00 6.3 $13.8 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings (Loss) per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share: Three months ended March 31, 2021 2020 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (25.0) $ 41.9 Weighted average number of shares outstanding-basic 428.5 314.5 Weighted average number of shares outstanding-diluted 428.5 314.5 Earnings (loss) per share of common stock: Basic $ (0.06) $ 0.13 Diluted $ (0.06) $ 0.13 |
Schedule of Reconciliation of Common Stock Issued and Outstanding | Below is a reconciliation of our common stock issued and outstanding: Common shares issued as of December 31, 2020 423,418,131 Shares issued during the three months ended March 31, 2021 8,497,792 Common shares issued as of March 31, 2021 431,915,923 Less: treasury shares 471,716 Common shares outstanding as of March 31, 2021 431,444,207 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Instruments in Consolidated Balance Sheet | Fair Values of Derivative Instruments in the Consolidated Balance Sheets Asset Derivatives Liability Derivatives March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current $ 1.0 Other Current $ — Other Accrued & $ 0.2 Other Accrued & $ 1.0 Total Derivatives designated as hedging instruments $ 1.0 $ — $ 0.2 $ 1.0 Derivatives not designated as hedging instruments Foreign exchange collar Other Current Assets $ — Other Current Assets $ 23.5 $ — $ — Foreign exchange forward contracts Other Current 2.5 Other Current 2.0 Other Accrued & 0.4 Other Accrued & 0.9 Total derivatives not designated as hedging instruments $ 2.5 $ 25.5 $ 0.4 $ 0.9 Total Derivatives $ 3.5 $ 25.5 $ 0.6 $ 1.9 |
Schedule of Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Loss) | The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) Amount of Gain or (Loss) Recognized in OCI on Derivative Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Recognized in Income on Derivative Three months ended March 31, Three months ended March 31, Three months ended March 31, Derivatives in Cash Flow Hedging Relationships 2021 2020 Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income 2021 2020 Location of Gain or (Loss) Recognized in Income on Derivative 2021 2020 Interest contracts $ 1.8 $ (1.3) Interest expense $ (0.8) $ (0.5) Interest expense $ (0.8) $ (0.5) Amount of Gain (Loss) Recognized in Income on Derivatives Three months ended March 31, Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivatives 2021 2020 Make-whole derivative liability Non-Operating Income (Expenses) – Net $ — $ 69.8 Foreign exchange collar Non-Operating Income (Expenses) – Net $ (2.5) $ — Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ 2.9 $ 0.7 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes fair value measurements by level at March 31, 2021 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at March 31, 2021 Assets: Cash equivalents (1) $ 11.4 $ — $ — $ 11.4 Other current assets: Foreign exchange forwards (2) $ — $ 2.5 $ — $ 2.5 Swap arrangements (4) $ — $ 1.0 $ — $ 1.0 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.4 $ — $ 0.4 Swap arrangements (4) $ — $ 0.2 $ — $ 0.2 The following table summarizes fair value measurements by level at December 31, 2020 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2020 Assets: Cash equivalents (1) $ 212.3 $ — $ — $ 212.3 Other current assets: Foreign exchange forwards (2) $ — $ 2.0 $ — $ 2.0 Foreign exchange collar (3) $ — $ 23.5 $ — $ 23.5 Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.9 $ — $ 0.9 Swap arrangements (4) $ — $ 1.0 $ — $ 1.0 (1) The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less. (2) Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. (3) Represents foreign currency collar entered in October 2020 in connection with the acquisition of Bisnode, which was settled on January 8, 2021 with a total gain of $21.0 million. Fair value is determined based on observable market data. (4) Represents interest rate swap agreements. Fair value is determined based on observable market data. |
Schedule of Carrying Amount and Estimated Fair Value of Liabilities | The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows: Balance at March 31, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Short-term and Long-term Debt (1) $ 848.2 $ 1,023.0 $ 847.2 $ 1,056.1 New Term Loan Facility (2) $ 2,727.9 $ 2,833.0 $ 2,433.9 $ 2,476.2 (1) Includes New Senior Notes (long-term) at March 31, 2021 and December 31, 2020. (2) Includes short-term and long-term portions of the New Term Loan Facility. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) ("AOCI"): Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Balance, January 1, 2020 $ 4.8 $ (24.0) $ (1.1) $ (20.3) Other comprehensive income (loss) before reclassifications (24.3) — (1.4) (25.7) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — (0.1) 0.4 0.3 Balance, March 31, 2020 $ (19.5) $ (24.1) $ (2.1) $ (45.7) Balance, January 1, 2021 $ 30.1 $ (120.3) $ (0.4) $ (90.6) Other comprehensive income (loss) before reclassifications (50.0) — 1.0 (49.0) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — 0.4 0.8 1.2 Balance, March 31, 2021 $ (19.9) $ (119.9) $ 1.4 $ (138.4) |
Schedule of Reclassifications out of AOCI | The following table summarizes the reclassifications out of AOCI: Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Three months ended March 31, Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Statement Where Net Income (Loss) is Presented 2021 2020 Defined Benefit Pension Plans: Amortization of prior service costs Other Income (Expense)- Net $ 0.4 $ (0.1) Amortization of actuarial gain/loss Other Income (Expense) - Net — — Derivative Financial Instruments: Interest contracts Interest Expense 0.8 0.5 Total before tax 1.2 0.4 Tax benefit (expense) — (0.1) Total after tax 1.2 0.3 Total reclassifications for the period, net of tax $ 1.2 $ 0.3 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Cash $ 29.9 Accounts receivable 61.0 Other current assets 13.1 Total current assets 104.0 Property, plant & equipment 3.5 Intangible assets: Reacquired right 15 271.0 Database 12 116.0 Customer relationships 10 106.0 Technology 14 65.0 Goodwill 488.4 Right of use asset 26.7 Other 5.2 Total assets acquired $ 1,185.8 Accounts payable $ 17.5 Deferred revenue 80.6 Accrued payroll 20.7 Accrued income tax and other tax liabilities 17.1 Short-term lease liability 8.4 Other current liabilities 23.7 Total current liabilities 168.0 Long-term pension and postretirement obligations 65.4 Deferred tax liability 127.6 Long-term lease liability 18.2 Other liabilities 0.8 Total liabilities assumed 380.0 Total consideration $ 805.8 |
Schedule of Future Amortization of Computer Software and Other Intangible Assets | The table below sets forth the future amortization as of March 31, 2021 associated with intangible assets recognized as a result of the acquisition of Bisnode: Remainder of 2021 2022 2023 2024 2025 Thereafter Total Reacquired Right $ 13.6 $ 18.1 $ 18.1 $ 18.1 $ 18.1 $ 180.8 $ 266.8 Technology 6.5 8.1 7.4 6.8 6.2 28.0 63.0 Customer Relationship 14.6 17.5 15.5 13.6 11.6 28.7 101.5 Database 14.9 17.8 15.7 13.6 11.5 37.0 110.5 Total $ 49.6 $ 61.5 $ 56.7 $ 52.1 $ 47.4 $ 274.5 $ 541.8 |
Schedule of Pro Forma Information | The following pro forma statements of operations data presents the combined results of the Company and Bisnode, assuming that the acquisition had occurred on January 1, 2020. Three months ended March 31, 2021 2020 Reported revenue $ 504.5 $ 395.7 Preacquisition revenue - Bisnode 4.6 96.9 Adjustments to Bisnode pre-acquisition revenue related to revenue received from Dun & Bradstreet Holdings, Inc. — (4.1) Adjustments to Dun & Bradstreet revenue related to revenue received from Bisnode — (8.4) Total pro forma revenue $ 509.1 $ 480.1 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (25.0) $ 41.9 Pro forma adjustments - net of tax effect Pre-acquisition net income - Bisnode 0.8 1.1 Intangible amortization - net of tax benefits (0.1) (12.8) Write off related to preexisting relationship - net of tax benefits 2.3 (2.3) Transaction costs - net of tax benefits 0.3 3.5 Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (21.7) $ 31.4 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Computer Software and Goodwill | Computer Software and Goodwill: Computer Software Goodwill January 1, 2020 $ 382.2 $ 2,841.7 Acquisitions (1) — 10.7 Additions at cost (2) 18.2 — Amortization (16.0) — Write-off (0.2) — Other (5) (4.9) (3.7) March 31, 2020 $ 379.3 $ 2,848.7 January 1, 2021 $ 437.0 $ 2,857.9 Acquisition (3) 65.0 488.4 Additions at cost (2) 42.2 — Amortization (24.5) — Write-off (3.1) — Other (5) (8.5) (28.1) March 31, 2021 $ 508.1 $ 3,318.2 |
Schedule of Finite-Lived Intangible Assets | Other Intangibles: Customer Relationships Reacquired Rights Database Indefinite-Lived Intangibles Other Intangibles Total January 1, 2020 $ 2,162.7 $ — $ 1,550.8 $ 1,275.8 $ 265.2 $ 5,254.5 Acquisitions (1) 2.4 — — — 6.8 9.2 Additions at cost — — — — 0.2 0.2 Amortization (64.9) — (46.2) — (5.0) (116.1) Other (5) (3.9) — — — (9.5) (13.4) March 31, 2020 $ 2,096.3 $ — $ 1,504.6 $ 1,275.8 $ 257.7 $ 5,134.4 January 1, 2021 $ 1,912.9 $ — $ 1,369.7 $ 1,275.8 $ 256.4 $ 4,814.8 Acquisition (3) 106.0 271.0 116.0 — — 493.0 Additions at cost — — — — 0.2 0.2 Amortization (65.6) (5.0) (47.8) — (4.0) (122.4) WWN relationship transfer (4) — 64.7 — — (64.7) — Other (5) (5.4) (14.3) (6.2) — (2.0) (27.9) March 31, 2021 $ 1,947.9 $ 316.4 $ 1,431.7 $ 1,275.8 $ 185.9 $ 5,157.7 (1) Related to the acquisition of Orb Intelligence and coAction.com. (2) Primarily related to software-related enhancements on products. (3) Related to the acquisition of Bisnode. (4) Reclassification of the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship to reacquired right as a result of the Bisnode acquisition. (5) Primarily due to the impact of foreign currency fluctuations. |
Schedule of Indefinite-Lived Intangible Assets | Other Intangibles: Customer Relationships Reacquired Rights Database Indefinite-Lived Intangibles Other Intangibles Total January 1, 2020 $ 2,162.7 $ — $ 1,550.8 $ 1,275.8 $ 265.2 $ 5,254.5 Acquisitions (1) 2.4 — — — 6.8 9.2 Additions at cost — — — — 0.2 0.2 Amortization (64.9) — (46.2) — (5.0) (116.1) Other (5) (3.9) — — — (9.5) (13.4) March 31, 2020 $ 2,096.3 $ — $ 1,504.6 $ 1,275.8 $ 257.7 $ 5,134.4 January 1, 2021 $ 1,912.9 $ — $ 1,369.7 $ 1,275.8 $ 256.4 $ 4,814.8 Acquisition (3) 106.0 271.0 116.0 — — 493.0 Additions at cost — — — — 0.2 0.2 Amortization (65.6) (5.0) (47.8) — (4.0) (122.4) WWN relationship transfer (4) — 64.7 — — (64.7) — Other (5) (5.4) (14.3) (6.2) — (2.0) (27.9) March 31, 2021 $ 1,947.9 $ 316.4 $ 1,431.7 $ 1,275.8 $ 185.9 $ 5,157.7 (1) Related to the acquisition of Orb Intelligence and coAction.com. (2) Primarily related to software-related enhancements on products. (3) Related to the acquisition of Bisnode. (4) Reclassification of the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship to reacquired right as a result of the Bisnode acquisition. (5) Primarily due to the impact of foreign currency fluctuations. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Operating Income (Loss) by Segment | Three months ended March 31, 2021 2020 Revenue: North America $ 339.4 $ 341.5 International 169.9 71.6 Corporate and other (1) (4.8) (17.4) Consolidated total $ 504.5 $ 395.7 (1) Revenues for Corporate and other for the three months ended March 31, 2021 primarily represents adjustments recorded in accordance with GAAP to the International segment due to the timing of the completion of the Bisnode acquisition . Revenue for Corporate and other for the three months ended March 31, 2020 represents deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction, Lattice acquisition and other 2020 acquisitions. Three months ended March 31, 2021 2020 Adjusted EBITDA North America $ 151.0 $ 144.5 International 51.5 24.0 Corporate and other (16.9) (33.4) Consolidated total $ 185.6 $ 135.1 Depreciation and amortization (149.7) (134.4) Interest expense - net (48.8) (82.7) Dividends allocated to preferred stockholders — (32.0) Benefit (provision) for income taxes 9.8 74.2 Other income (expense) - net 6.8 89.3 Equity in net income of affiliates 0.6 0.7 Net income (loss) attributable to non-controlling interest (1.7) (0.4) Other incremental or reduced expenses and revenue from the application of purchase accounting and acquisitions 0.7 4.9 Equity-based compensation (7.9) (3.8) Restructuring charges (5.8) (4.8) Merger and acquisition-related operating costs (3.1) (2.5) Transition costs (0.6) (1.6) Legal reserve associated with significant legal and regulatory matters (9.9) — Asset impairment (1.0) (0.1) Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (25.0) $ 41.9 |
Schedule of Supplemental Geographic and Customer Solution Set Information | Three months ended March 31, 2021 2020 Depreciation and amortization: North America $ 12.6 $ 4.7 International 2.8 1.1 Total segments 15.4 5.8 Corporate and other (1) 134.3 128.6 Consolidated total $ 149.7 $ 134.4 Capital expenditures: North America $ 0.6 $ 0.6 International 0.6 0.7 Total segments 1.2 1.3 Corporate and other — 0.1 Consolidated total $ 1.2 $ 1.4 Additions to computer software and other intangibles: North America $ 34.9 $ 16.9 International 7.3 1.1 Total segments 42.2 18.0 Corporate and other 0.2 0.4 Consolidated total $ 42.4 $ 18.4 (1) Depreciation and amortization for Corporate and other includes incremental amortization resulting from acquisitions. Supplemental Geographic and Customer Solution Set Information: March 31, December 31, Assets: North America $ 8,121.7 $ 8,522.9 International 1,803.2 697.4 Consolidated total $ 9,924.9 $ 9,220.3 Goodwill: North America $ 2,745.5 $ 2,745.5 International 572.7 112.4 Consolidated total $ 3,318.2 $ 2,857.9 Other intangibles: North America $ 4,432.0 $ 4,534.5 International 725.7 280.3 Consolidated total $ 5,157.7 $ 4,814.8 Other long-lived assets (excluding deferred income tax): North America $ 568.4 $ 562.9 International 192.5 96.2 Consolidated total $ 760.9 $ 659.1 Total long-lived assets $ 9,236.8 $ 8,331.8 Three months ended March 31, Customer Solution Set Revenue: 2021 2020 North America (1): Finance & Risk $ 190.5 $ 192.8 Sales & Marketing 148.9 148.7 Total North America $ 339.4 $ 341.5 International: Finance & Risk $ 107.4 $ 58.6 Sales & Marketing 62.5 13.0 Total International $ 169.9 $ 71.6 Corporate and other: Finance & Risk $ (2.3) $ (9.8) Sales & Marketing (2.5) (7.6) Total Corporate and other $ (4.8) $ (17.4) Total Revenue: Finance & Risk $ 295.6 $ 241.6 Sales & Marketing 208.9 154.1 Total Revenue $ 504.5 $ 395.7 (1) Substantially all of the North America revenue is attributable to the United States. |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ in Millions | Jan. 08, 2021USD ($) | Mar. 31, 2021segment |
Business Acquisition [Line Items] | ||
Number of reportable segments | segment | 2 | |
Bisnode | ||
Business Acquisition [Line Items] | ||
Ownership interest acquired (as a percent) | 100.00% | |
Consideration transferred | $ | $ 805.8 |
Basis of Presentation - Changes
Basis of Presentation - Changes to Quarterly Results: Income Statement (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | $ 504.5 | $ 479.9 | $ 444.4 | $ 418.7 | $ 395.7 | [1] | $ 814.4 | $ 1,258.8 | $ 1,738.7 |
Operating Income (loss) | 8.3 | 19.6 | 45.5 | (2.3) | (7.2) | [1] | (9.5) | 36 | 55.6 |
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | (33.7) | 1.2 | (24) | (203) | (0.6) | [1] | (203.6) | (227.6) | (226.4) |
Provision (benefit) for income taxes | (9.8) | (1.4) | (9.1) | (27.7) | (74.2) | [1] | (101.9) | (111) | (112.4) |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (25) | $ 1.8 | $ (16.3) | $ (208) | $ 41.9 | [1] | $ (166.1) | $ (182.4) | $ (180.6) |
Basic earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ (0.06) | $ 0 | $ (0.04) | $ (0.66) | $ 0.13 | [1] | $ (0.53) | $ (0.52) | $ (0.49) |
Diluted earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ (0.06) | $ 0 | $ (0.04) | $ (0.66) | $ 0.13 | [1] | $ (0.53) | $ (0.52) | $ (0.49) |
As Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | $ 480.1 | $ 442.1 | $ 420.6 | $ 395.3 | $ 815.9 | $ 1,258 | $ 1,738.1 | ||
Operating Income (loss) | 27.5 | 45.2 | (1.4) | (8.3) | (9.7) | 35.5 | 63 | ||
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | 8.5 | (24.9) | (201.9) | (1) | (202.9) | (227.8) | (219.3) | ||
Provision (benefit) for income taxes | 0.6 | (9.3) | (27.5) | (74.3) | (101.8) | (111.1) | (110.5) | ||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ 7 | $ (17) | $ (207.1) | $ 41.5 | $ (165.6) | $ (182.6) | $ (175.6) | ||
Basic earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ 0.02 | $ (0.04) | $ (0.66) | $ 0.13 | $ (0.53) | $ (0.52) | $ (0.48) | ||
Diluted earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ 0.02 | $ (0.04) | $ (0.66) | $ 0.13 | $ (0.53) | $ (0.52) | $ (0.48) | ||
Increase (Decrease) | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenue | $ (0.2) | $ 2.3 | $ (1.9) | $ 0.4 | $ (1.5) | $ 0.8 | $ 0.6 | ||
Operating Income (loss) | (7.9) | 0.3 | (0.9) | 1.1 | 0.2 | 0.5 | (7.4) | ||
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | (7.3) | 0.9 | (1.1) | 0.4 | (0.7) | 0.2 | (7.1) | ||
Provision (benefit) for income taxes | (2) | 0.2 | (0.2) | 0.1 | (0.1) | 0.1 | (1.9) | ||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (5.2) | $ 0.7 | $ (0.9) | $ 0.4 | $ (0.5) | $ 0.2 | $ (5) | ||
Basic earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
Diluted earnings (loss) per share of common stock attributable to Dun & Bradstreet Holdings, Inc. (USD per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Basis of Presentation - Chang_2
Basis of Presentation - Changes to Quarterly Results: Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | [2] | Jan. 01, 2020 | Dec. 31, 2019 | [2] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total Assets as of December 31, 2020 | $ 9,924.9 | $ 9,220.3 | [1] | |||||
Total Liabilities as of December 31, 2020 | 6,246.7 | 5,636.4 | [1] | |||||
Total Equity as of December 31, 2020 | $ 3,678.2 | 3,583.9 | [1] | $ 1,595.4 | $ 1,577.3 | $ 1,577.3 | ||
As Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total Assets as of December 31, 2020 | 9,219.4 | |||||||
Total Liabilities as of December 31, 2020 | 5,641.7 | |||||||
Total Equity as of December 31, 2020 | 3,577.7 | 1,577.7 | ||||||
Increase (Decrease) | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total Assets as of December 31, 2020 | 0.9 | |||||||
Total Liabilities as of December 31, 2020 | (5.3) | |||||||
Total Equity as of December 31, 2020 | $ 6.2 | $ (0.4) | ||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | |||||||
[2] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Basis of Presentation - Chang_3
Basis of Presentation - Changes to Quarterly Results: Cash Flow Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net cash provided by (used in) operating activities | $ 168.2 | $ 5.1 | [1] | $ 127.7 | $ 130.7 | $ 205 |
Net cash provided by (used in) investing activities | (637.9) | (34) | [1] | (68.5) | (112.3) | (133.3) |
Net cash provided by (used in) financing activities | $ 290.1 | 103.9 | [1] | (48.7) | 196.2 | 188.6 |
As Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net cash provided by (used in) operating activities | 0.5 | 114.4 | 118.4 | 195.6 | ||
Net cash provided by (used in) investing activities | (35.6) | (65) | (108.9) | (134.3) | ||
Net cash provided by (used in) financing activities | 103.9 | (48) | 196 | 189.3 | ||
Increase (Decrease) | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net cash provided by (used in) operating activities | 4.6 | 13.3 | 12.3 | 9.4 | ||
Net cash provided by (used in) investing activities | 1.6 | (3.5) | (3.4) | 1 | ||
Net cash provided by (used in) financing activities | $ 0 | $ (0.7) | $ 0.2 | $ (0.7) | ||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 2,357.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 1,003.3 |
Period of remaining performance obligation | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 583.7 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 315.6 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 125.7 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 94.1 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 235.4 |
Period of remaining performance obligation |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | $ 375.7 | $ 327 | |
Short-term contract assets | 2.5 | 0.7 | |
Long-term contract assets | 3.9 | 3.8 | |
Short-term deferred revenue | 634.4 | 477.2 | [1] |
Long-term deferred revenue | $ 12.4 | $ 14.6 | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | [1] | |
Revenue from Contract with Customer [Abstract] | |||
Increase in deferred revenue during period | $ 155 | ||
Revenues recognized that were included in deferred revenue | 219.4 | ||
Increase in contract asset | 1.9 | ||
Contract assets reclassified to receivables | 1.8 | ||
Commission assets, net of accumulated amortization | $ 87.2 | $ 83.8 | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Revenue - Amortization of Commi
Revenue - Amortization of Commission Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Amortization of commission assets | $ 6 | $ 3.3 |
Restructuring Charge - Narrativ
Restructuring Charge - Narrative (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021USD ($)employee | Mar. 31, 2020USD ($)employee | ||
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 5.8 | $ 4.8 | [1] |
Severance costs | $ 4.7 | $ 2 | |
Number of employees impacted | employee | 35 | 40 | |
Contract termination, write-down of right-of-use assets and other exit costs | $ 1.1 | $ 2.8 | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Restructuring Charge - Restruct
Restructuring Charge - Restructuring Reserve and Utilization (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Restructuring Reserve [Rollforward] | |||
Balance at beginning of period | $ 9.7 | $ 10.3 | |
Charge taken during the period | 4.4 | 2 | |
Payments made during period | (3.3) | (6) | [1] |
Balance at end of period | 10.8 | 6.3 | |
Severance and Termination | |||
Restructuring Reserve [Rollforward] | |||
Balance at beginning of period | 2.6 | 5.8 | |
Charge taken during the period | 4.7 | 2 | |
Payments made during period | (2.4) | (4.6) | |
Balance at end of period | 4.9 | 3.2 | |
Contract Termination and Other Exit Costs | |||
Restructuring Reserve [Rollforward] | |||
Balance at beginning of period | 7.1 | 4.5 | |
Charge taken during the period | (0.3) | 0 | |
Payments made during period | (0.9) | (1.4) | |
Balance at end of period | $ 5.9 | $ 3.1 | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Notes Payable and Indebtednes_2
Notes Payable and Indebtedness - Narrative (Details) - USD ($) | Jan. 27, 2021 | Sep. 26, 2020 | Sep. 11, 2020 | Jul. 06, 2020 | Feb. 10, 2020 | Feb. 07, 2020 | Feb. 08, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 08, 2021 | Nov. 18, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||||||
Consideration received on transaction | $ 2,381,000,000 | |||||||||||
IPO | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued (shares) | 90,047,612 | |||||||||||
Offering price (USD per share) | $ 22 | |||||||||||
Private Placement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued (shares) | 18,458,700 | |||||||||||
Offering price (USD per share) | $ 21.67 | |||||||||||
Interest Rate Swap, April 20, 2018 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notional amount of derivative | $ 129,000,000 | |||||||||||
Standby Letters of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contingent liabilities under open standby letters of credit and bank guarantees in favor of third parties | $ 22,800,000 | $ 5,900,000 | ||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 7 years | |||||||||||
Face amount of debt instrument | $ 2,530,000,000 | |||||||||||
Write-off of deferred debt issuance costs and discount | 6,200,000 | |||||||||||
Debt issuance costs | 62,100,000 | |||||||||||
Quarterly payment of principal (as a percent) | 1.00% | |||||||||||
Debt discount (premium) | $ 50,600,000 | |||||||||||
Third-party fees | $ 800,000 | |||||||||||
Effective interest rate (as a percent) | 3.359% | 3.898% | ||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.25% | 3.75% | 4.00% | 5.00% | ||||||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.50%) | (0.25%) | ||||||||||
New Revolving Facility | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 5 years | |||||||||||
Credit facility, maximum borrowing capacity | $ 850,000,000 | $ 400,000,000 | ||||||||||
Write-off of deferred debt issuance costs and discount | $ 800,000 | |||||||||||
Debt issuance costs | $ 1,700,000 | $ 9,600,000 | $ 6,500,000 | |||||||||
New Revolving Facility | Revolving Credit Facility | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 5 years | |||||||||||
Credit facility, maximum borrowing capacity | $ 400,000,000 | |||||||||||
New Revolving Facility | Revolving Credit Facility | Line of Credit | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.50% | 3.25% | ||||||||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.25%) | |||||||||||
Bridge Facility | Bridge Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 364 days | |||||||||||
Credit facility, maximum borrowing capacity | $ 63,000,000 | |||||||||||
Debt issuance costs | $ 1,500,000 | |||||||||||
Effective interest rate (as a percent) | 5.292% | |||||||||||
Bridge Facility | Bridge Loan | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.50% | |||||||||||
6.875% New Senior Secured Notes | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 700,000,000 | |||||||||||
Interest rate on debt instrument (as a percent) | 6.875% | |||||||||||
Repayments of unsecured debt | $ 280,000,000 | |||||||||||
Write-off of deferred debt issuance costs and discount | 5,700,000 | |||||||||||
Payment of call premium | 19,300,000 | |||||||||||
Debt issuance costs | $ 17,900,000 | $ 8,600,000 | ||||||||||
10.250% New Senior Unsecured Notes | Unsecured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 750,000,000 | |||||||||||
Interest rate on debt instrument (as a percent) | 10.25% | |||||||||||
Repayments of unsecured debt | $ 300,000,000 | |||||||||||
Write-off of deferred debt issuance costs and discount | 10,500,000 | |||||||||||
Payment of call premium | $ 30,800,000 | |||||||||||
Debt issuance costs | $ 31,600,000 | $ 15,700,000 | ||||||||||
Term Loan Facility - Incremental Term Loans | Secured Debt | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 300,000,000 | |||||||||||
Issuance discount | $ 2,600,000 | |||||||||||
Increase (decrease) in interest rate (as a percent) | (0.50%) | |||||||||||
Term Loan Facility - Incremental Term Loans | Secured Debt | Line of Credit | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.25% | |||||||||||
Term Loan Facility - Incremental Term Loans | Secured Debt | Line of Credit | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2.25% | |||||||||||
Term Loan Facility - Incremental Term Loans | Secured Debt | Line of Credit | Step-Down | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 0.25% |
Notes Payable and Indebtednes_3
Notes Payable and Indebtedness - Summary (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Feb. 08, 2019 | ||
Debt Maturing Within One Year: | ||||
Principal Amount | $ 28.1 | $ 25.3 | ||
Debt Issuance Costs and Discount | 0 | 0 | ||
Carrying Value | 28.1 | 25.3 | ||
Debt Maturing After One Year: | ||||
Principal Amount | 3,645.9 | 3,355.7 | ||
Debt Issuance Costs and Discount | 97.9 | 99.9 | ||
Carrying Value | 3,548 | 3,255.8 | [1] | |
Total debt | ||||
Principal Amount | 3,674 | 3,381 | ||
Debt Issuance Costs and Discount | 97.9 | 99.9 | ||
Carrying Value | 3,576.1 | 3,281.1 | ||
New Term Loan Facility | Line of Credit | ||||
Debt Maturing After One Year: | ||||
Principal Amount | 2,775.9 | 2,485.7 | ||
Debt Issuance Costs and Discount | 76.1 | 77.1 | ||
Carrying Value | 2,699.8 | 2,408.6 | ||
New Term Loan Facility | Line of Credit | Secured Debt | ||||
Debt Maturing Within One Year: | ||||
Principal Amount | 28.1 | 25.3 | ||
Debt Issuance Costs and Discount | 0 | 0 | ||
Carrying Value | 28.1 | 25.3 | ||
New Revolving Facility | Line of Credit | Revolving Credit Facility | ||||
Debt Maturing After One Year: | ||||
Principal Amount | 0 | 0 | ||
Debt Issuance Costs and Discount | 0 | 0 | ||
Carrying Value | $ 0 | 0 | ||
Total debt | ||||
Maximum ratio of first lien net indebtedness to consolidated EBITDA | 6.75 | |||
Applicable threshold for maximum ratio of first lien net indebtedness to consolidated EBITDA (as a percent) | 35.00% | |||
6.875% New Senior Secured Notes | Secured Debt | ||||
Debt Maturing After One Year: | ||||
Principal Amount | $ 420 | 420 | ||
Debt Issuance Costs and Discount | 7.8 | 8.2 | ||
Carrying Value | 412.2 | 411.8 | ||
Total debt | ||||
Interest rate on debt instrument (as a percent) | 6.875% | |||
10.250% New Senior Unsecured Notes | Unsecured Debt Excluding Current Maturities | ||||
Debt Maturing After One Year: | ||||
Principal Amount | 450 | 450 | ||
Debt Issuance Costs and Discount | 14 | 14.6 | ||
Carrying Value | $ 436 | $ 435.4 | ||
10.250% New Senior Unsecured Notes | Unsecured Debt | ||||
Total debt | ||||
Interest rate on debt instrument (as a percent) | 10.25% | |||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Notes Payable and Indebtednes_4
Notes Payable and Indebtedness - Maturities and Interest Payments (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Remainder of 2021 | ||
Principal | $ 21.1 | |
Interest | 108 | |
Total Debt | 129.1 | |
2022 | ||
Principal | 28.1 | |
Interest | 168.2 | |
Total Debt | 196.3 | |
2023 | ||
Principal | 28.1 | |
Interest | 167.2 | |
Total Debt | 195.3 | |
2024 | ||
Principal | 28.1 | |
Interest | 166.3 | |
Total Debt | 194.4 | |
2025 | ||
Principal | 28.1 | |
Interest | 165.3 | |
Total Debt | 193.4 | |
Thereafter | ||
Principal | 3,540.5 | |
Interest | 107.6 | |
Total Debt | 3,648.1 | |
Total | ||
Principal Amount | 3,674 | $ 3,381 |
Interest | 882.6 | |
Total Debt | $ 4,556.6 |
Other Assets and Liabilities -
Other Assets and Liabilities - Other Non-Current Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Right of use assets | $ 86.2 | $ 64.8 | |
Prepaid pension assets | 4.4 | 4.3 | |
Investments | 26.4 | 27.3 | |
Other non-current assets | 20.7 | 16.2 | |
Total | 137.7 | $ 112.6 | [1] |
China | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Right-of-use assets related to a new lease and a lease modified during period | 3.8 | ||
Bisnode | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Right-of-use assets related to a new lease and a lease modified during period | 26.7 | ||
Lease expense | $ 1.9 | ||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Other Assets and Liabilities _2
Other Assets and Liabilities - Other Accrued and Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Operating expenses accruals | $ 88.8 | $ 75.9 | |
Accrued interest expense | 10.3 | 29 | |
Short-term lease liability | 29.9 | 23.4 | |
Other accrued liabilities | 27.9 | 22.8 | |
Total | 156.9 | $ 151.1 | [1] |
China | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Short-term lease liability related to a new lease and a lease modified during period | 0.6 | ||
Bisnode | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Short-term lease liability related to a new lease and a lease modified during period | $ 8.4 | ||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Other Assets and Liabilities _3
Other Assets and Liabilities - Other Non-Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Deferred revenue - long term | $ 12.4 | $ 14.6 | |
U.S. tax liability associated with the 2017 Act | 49.8 | 49.8 | |
Long-term lease liability | 74.3 | 62.5 | |
Other | 10.5 | 8.6 | |
Total | 147 | $ 135.5 | [1] |
China | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term lease liability related to a new lease and a lease modified during period | 3.2 | ||
Bisnode | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term lease liability related to a new lease and a lease modified during period | $ 18.2 | ||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | [1] | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||||||
Effective tax rate (as a percent) | 29.00% | ||||||||
Income tax benefit | $ 9.8 | $ 1.4 | $ 9.1 | $ 27.7 | $ 74.2 | $ 101.9 | $ 111 | $ 112.4 | |
Loss before benefit for income taxes and equity in net income of affiliates | $ 33.7 | $ (1.2) | $ 24 | $ 203 | $ 0.6 | $ 203.6 | $ 227.6 | $ 226.4 | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Pension and Postretirement Be_3
Pension and Postretirement Benefits - Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 1.3 | $ 0.4 |
Interest cost | 6.8 | 10.5 |
Expected return on plan assets | (20.8) | (21.9) |
Amortization of Prior Service Cost (Credit) | 0.4 | 0 |
Amortization of actuarial loss (gain) | 0.2 | 0 |
Net periodic cost (income) | (12.1) | (11) |
Postretirement Benefit Obligations | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 0 | 0 |
Expected return on plan assets | 0 | 0 |
Amortization of Prior Service Cost (Credit) | (0.1) | (0.1) |
Amortization of actuarial loss (gain) | 0 | 0 |
Net periodic cost (income) | $ (0.1) | $ (0.1) |
Stock Based Compensation - Comp
Stock Based Compensation - Components of Equity-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 7.6 | $ 3.8 |
Expected tax benefit | 0.9 | 0 |
Restricted stock and restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 3.1 | 0 |
Expected tax benefit | 0.5 | 0 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1.5 | 0 |
Expected tax benefit | 0.4 | 0 |
Incentive Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3 | $ 3.8 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Foreign tax payment | $ 0.3 | ||
Stock-based compensation expense | 7.6 | $ 3.8 | |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum contributions per employee (as a percent) | 3.00% | ||
Maximum contributions per employee (as a percent) | 15.00% | ||
Holding period of ESPP employer contribution | 1 year | ||
Stock-based compensation expense | $ 1 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Options, Restricted Stock and Restricted Stock Units Granted (Details) - Restricted stock and restricted stock units | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Restricted Stock & RSU's: | |
Number of shares granted (shares) | shares | 2,349,641 |
Grant date fair value per share (USD per share) | $ / shares | $ 22.04 |
Employee | |
Restricted Stock & RSU's: | |
Vesting period (in years) | 3 years |
Director | |
Restricted Stock & RSU's: | |
Vesting period (in years) | 1 year |
Award vesting rate (as a percent) | 100.00% |
February 11, 2021 Grant Date | |
Restricted Stock & RSU's: | |
Number of shares granted (shares) | shares | 65,790 |
Grant date fair value per share (USD per share) | $ / shares | $ 22.80 |
Vesting period (in years) | 2 years 4 months 24 days |
March 10, 2021 Grant Date | |
Restricted Stock & RSU's: | |
Number of shares granted (shares) | shares | 67,021 |
Grant date fair value per share (USD per share) | $ / shares | $ 22.01 |
Vesting period (in years) | 1 year |
March 10, 2021 Grant Date #2 | |
Restricted Stock & RSU's: | |
Number of shares granted (shares) | shares | 2,203,390 |
Grant date fair value per share (USD per share) | $ / shares | $ 22.01 |
Vesting period (in years) | 3 years |
March 31, 2021 Grant Date | |
Restricted Stock & RSU's: | |
Number of shares granted (shares) | shares | 13,440 |
Grant date fair value per share (USD per share) | $ / shares | $ 23.81 |
Vesting period (in years) | 3 years |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Options, Restricted Stock and Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Balance at beginning of period (shares) | 7,650,000 | |
Granted (shares) | 0 | |
Forfeited (shares) | 0 | |
Vested (shares) | 0 | |
Balance at end of period (shares) | 7,650,000 | 7,650,000 |
Weighted-Average Exercise price | ||
Balance at beginning of period (USD per share) | $ 22 | |
Granted (USD per share) | 0 | |
Forfeited (USD per share) | 0 | |
Vested (USD per share) | 0 | |
Balance at end of period (USD per share) | $ 22 | $ 22 |
Weighted Average Remaining Contractual Term (in years) of options outstanding | 6 years 3 months 18 days | 6 years 6 months |
Aggregate intrinsic value of options outstanding | $ 13.8 | $ 22.2 |
Restricted stock and restricted stock units | ||
Shares | ||
Balance at beginning of period (shares) | 702,899 | |
Granted (shares) | 2,349,641 | |
Forfeited (shares) | (61,496) | |
Vested (shares) | (161,438) | |
Balance at end of period (shares) | 2,829,606 | 702,899 |
Weighted-Average Grant Date Fair Value | ||
Balance at beginning of period (USD per share) | $ 25.95 | |
Granted (USD per share) | 22.04 | |
Forfeited (USD per share) | 25.21 | |
Vested (USD per share) | 25.59 | |
Balance at end of period (USD per share) | $ 22.74 | $ 25.95 |
Weighted Average Remaining Contractual Term (in years) | 1 year 9 months 18 days | 1 year 3 months 18 days |
Aggregate intrinsic value of equity instruments other than options outstanding | $ 67.4 | $ 17.5 |
Stock Based Compensation - Unre
Stock Based Compensation - Unrecognized Compensation Cost (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation | $ 85.3 |
Weighted Average Amortization Period (in years) | 2 years 3 months 18 days |
Restricted stock and restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation | $ 59.8 |
Weighted Average Amortization Period (in years) | 2 years 7 months 6 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation | $ 13.6 |
Weighted Average Amortization Period (in years) | 2 years 2 months 12 days |
Incentive Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation | $ 11.9 |
Weighted Average Amortization Period (in years) | 10 months 24 days |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | [1] | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (25) | $ 1.8 | $ (16.3) | $ (208) | $ 41.9 | $ (166.1) | $ (182.4) | $ (180.6) | |
Weighted average number of shares outstanding - basic (shares) | 428.5 | 314.5 | |||||||
Weighted average number of shares outstanding - diluted (shares) | 428.5 | 314.5 | |||||||
Earnings (loss) per share of common stock: | |||||||||
Basic (USD per share) | $ (0.06) | $ 0 | $ (0.04) | $ (0.66) | $ 0.13 | $ (0.53) | $ (0.52) | $ (0.49) | |
Diluted (USD per share) | $ (0.06) | $ 0 | $ (0.04) | $ (0.66) | $ 0.13 | $ (0.53) | $ (0.52) | $ (0.49) | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Common Stock Issued and Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Common Stock Issued [Roll Forward] | ||
Common shares issued at beginning of period (shares) | 423,418,131 | |
Shares issued (shares) | 8,497,792 | |
Common shares issued at end of period (shares) | 431,915,923 | |
Treasury stock (shares) | 471,716 | 465,903 |
Common shares outstanding as of end of period (shares) | 431,444,207 | 422,952,228 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ in Millions, SFr in Billions | Mar. 30, 2021USD ($) | Jan. 08, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 07, 2020CHF (SFr) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Realized losses on foreign exchange contracts | $ 2.5 | ||||
Interest Rate Swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Term of derivative contract | 3 years | ||||
Notional amount of derivative | $ 1,000 | ||||
Fixed interest rate of derivative (as a percent) | 0.467% | ||||
Interest Rate Swap, April 20, 2018 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount of derivative | 129 | ||||
Fixed interest rate of derivative (as a percent) | 2.56% | ||||
Foreign Exchange Contract | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount of derivative | $ 347.9 | $ 212.9 | SFr 4.8 | ||
Accumulated unrealized gains on foreign exchange contracts | $ 23.5 | ||||
Realized gains on foreign exchange contracts | $ 21 |
Financial Instruments - Fair Va
Financial Instruments - Fair Values of Derivative Instruments in Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 3.5 | $ 25.5 |
Liability Derivatives | 0.6 | 1.9 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1 | 0 |
Liability Derivatives | 0.2 | 1 |
Derivatives designated as hedging instruments | Other Current Assets | Interest rate contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1 | 0 |
Derivatives designated as hedging instruments | Other Accrued & Current Liabilities | Interest rate contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0.2 | 1 |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.5 | 25.5 |
Liability Derivatives | 0.4 | 0.9 |
Derivatives not designated as hedging instruments | Other Current Assets | Foreign exchange collar | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 23.5 |
Derivatives not designated as hedging instruments | Other Current Assets | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.5 | 2 |
Derivatives not designated as hedging instruments | Other Accrued & Current Liabilities | Foreign exchange collar | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0 | 0 |
Derivatives not designated as hedging instruments | Other Accrued & Current Liabilities | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 0.4 | $ 0.9 |
Financial Instruments - Effect
Financial Instruments - Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest rate contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 1.8 | $ (1.3) |
Interest rate contracts | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income | (0.8) | (0.5) |
Make-whole derivative liability | Non-Operating Income (Expenses) – Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Income on Derivatives | 0 | 69.8 |
Foreign exchange collar | Non-Operating Income (Expenses) – Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Income on Derivatives | (2.5) | 0 |
Foreign exchange forward contracts | Non-Operating Income (Expenses) – Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 2.9 | $ 0.7 |
Financial Instruments - Assets
Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Jan. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | |||
Cash equivalents | $ 11.4 | $ 212.3 | |
Foreign exchange forwards | |||
Assets: | |||
Derivative asset | 2.5 | 2 | |
Liabilities: | |||
Derivative Liability | 0.4 | 0.9 | |
Foreign exchange collar | |||
Assets: | |||
Derivative asset | 23.5 | ||
Swap arrangements | |||
Assets: | |||
Derivative asset | 1 | ||
Liabilities: | |||
Derivative Liability | 0.2 | 1 | |
Foreign Exchange Contract | |||
Liabilities: | |||
Realized gains on foreign exchange contracts | $ 21 | ||
Quoted Prices in Active Markets for Identical Assets (Level I) | |||
Assets: | |||
Cash equivalents | 11.4 | 212.3 | |
Quoted Prices in Active Markets for Identical Assets (Level I) | Foreign exchange forwards | |||
Assets: | |||
Derivative asset | 0 | 0 | |
Liabilities: | |||
Derivative Liability | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level I) | Foreign exchange collar | |||
Assets: | |||
Derivative asset | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level I) | Swap arrangements | |||
Assets: | |||
Derivative asset | 0 | ||
Liabilities: | |||
Derivative Liability | 0 | 0 | |
Significant Other Observable Inputs (Level II) | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Significant Other Observable Inputs (Level II) | Foreign exchange forwards | |||
Assets: | |||
Derivative asset | 2.5 | 2 | |
Liabilities: | |||
Derivative Liability | 0.4 | 0.9 | |
Significant Other Observable Inputs (Level II) | Foreign exchange collar | |||
Assets: | |||
Derivative asset | 23.5 | ||
Significant Other Observable Inputs (Level II) | Swap arrangements | |||
Assets: | |||
Derivative asset | 1 | ||
Liabilities: | |||
Derivative Liability | 0.2 | 1 | |
Significant Unobservable Inputs (Level III) | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Significant Unobservable Inputs (Level III) | Foreign exchange forwards | |||
Assets: | |||
Derivative asset | 0 | 0 | |
Liabilities: | |||
Derivative Liability | 0 | 0 | |
Significant Unobservable Inputs (Level III) | Foreign exchange collar | |||
Assets: | |||
Derivative asset | 0 | ||
Significant Unobservable Inputs (Level III) | Swap arrangements | |||
Assets: | |||
Derivative asset | 0 | ||
Liabilities: | |||
Derivative Liability | $ 0 | $ 0 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amount and Estimated Fair Value of Asset (Liability) (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | Short-term and Long-term Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | $ 848.2 | $ 847.2 |
Carrying Amount | New Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 2,727.9 | 2,433.9 |
Fair Value | Short-term and Long-term Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 1,023 | 1,056.1 |
Fair Value | New Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | $ 2,833 | $ 2,476.2 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | $ 3,583.9 | [1] | $ 1,577.3 | [2] | |
Other comprehensive income (loss) before reclassifications | (49) | (25.7) | |||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 1.2 | 0.3 | |||
Balance at end of period | 3,678.2 | 1,595.4 | [2] | ||
Total | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (90.6) | (20.3) | |||
Balance at end of period | (138.4) | (45.7) | |||
Foreign Currency Translation Adjustments | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | [2] | 30.1 | 4.8 | ||
Other comprehensive income (loss) before reclassifications | (50) | (24.3) | |||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | |||
Balance at end of period | (19.9) | (19.5) | [2] | ||
Defined Benefit Pension Plans | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | [2] | (120.3) | (24) | ||
Other comprehensive income (loss) before reclassifications | 0 | 0 | |||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0.4 | (0.1) | |||
Balance at end of period | (119.9) | (24.1) | [2] | ||
Derivative Financial Instruments | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | [2] | (0.4) | (1.1) | ||
Other comprehensive income (loss) before reclassifications | 1 | (1.4) | |||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0.8 | 0.4 | |||
Balance at end of period | $ 1.4 | $ (2.1) | [2] | ||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | ||||
[2] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Reclassifications out of AOCI [Line Items] | |||||||||
Other Income (Expense)- Net | $ 6.8 | $ 89.3 | [1] | ||||||
Interest Expense | 48.9 | 83 | [1] | ||||||
Tax benefit (expense) | 9.8 | $ 1.4 | $ 9.1 | $ 27.7 | 74.2 | [1] | $ 101.9 | $ 111 | $ 112.4 |
Net income (loss) | (23.3) | 74.3 | [2] | ||||||
Reclassification out of Accumulated Other Comprehensive Income | |||||||||
Reclassifications out of AOCI [Line Items] | |||||||||
Interest Expense | 0.8 | 0.5 | |||||||
Total before tax | 1.2 | 0.4 | |||||||
Tax benefit (expense) | 0 | (0.1) | |||||||
Net income (loss) | 1.2 | 0.3 | |||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | 1.2 | 0.3 | |||||||
Amortization of prior service costs | Reclassification out of Accumulated Other Comprehensive Income | |||||||||
Reclassifications out of AOCI [Line Items] | |||||||||
Other Income (Expense)- Net | 0.4 | (0.1) | |||||||
Amortization of actuarial gain/loss | Reclassification out of Accumulated Other Comprehensive Income | |||||||||
Reclassifications out of AOCI [Line Items] | |||||||||
Other Income (Expense)- Net | $ 0 | $ 0 | |||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | ||||||||
[2] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Jan. 08, 2021 | Sep. 11, 2020 | Mar. 11, 2020 | Jan. 07, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||
Transaction costs | $ 0.2 | |||||||
New Term Loan Facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from borrowings on lines of credit | $ 300 | $ 0 | [1] | |||||
Foreign Exchange Contract | ||||||||
Business Acquisition [Line Items] | ||||||||
Gain (loss) on sale of derivatives | $ 21 | |||||||
Bisnode | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership interest acquired (as a percent) | 100.00% | |||||||
Consideration transferred | $ 805.8 | |||||||
Payments to acquire business | $ 646.9 | |||||||
Stock issued in acquisition (shares) | 6,237,087 | |||||||
Cash consideration transferred from issuance of common and preferred shares | $ 158.9 | |||||||
Transaction costs | $ 4.6 | $ 0.4 | ||||||
Write-off of contract asset | 2.9 | |||||||
Write-off of contract liability | $ 0.8 | |||||||
Weighted average useful life of acquired intangible assets | 13 years 7 months 6 days | |||||||
Bisnode | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of acquired intangible assets | 6 years | |||||||
Bisnode | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of acquired intangible assets | 15 years | |||||||
Bisnode | Customer Relationships Reclassed to Reacquired Right | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets | $ 64.7 | |||||||
Bisnode | Reacquired right | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets | $ 271 | |||||||
Weighted average useful life of acquired intangible assets | 15 years | |||||||
Orb | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership interest acquired (as a percent) | 100.00% | |||||||
Consideration transferred | $ 11.5 | |||||||
coAction.com | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 9.6 | |||||||
Payments to acquire business | $ 4.8 | $ 4.8 | ||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | Jan. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | [1] | Mar. 31, 2020 | Dec. 31, 2019 |
Purchase Price Allocation: | ||||||
Goodwill | $ 3,318.2 | $ 2,857.9 | $ 2,848.7 | $ 2,841.7 | ||
Bisnode | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 13 years 7 months 6 days | |||||
Purchase Price Allocation: | ||||||
Cash | $ 29.9 | |||||
Accounts receivable | 61 | |||||
Other current assets | 13.1 | |||||
Total current assets | 104 | |||||
Property, plant, and equipment | 3.5 | |||||
Goodwill | 488.4 | |||||
Right of use asset | 26.7 | |||||
Other | 5.2 | |||||
Total assets acquired | 1,185.8 | |||||
Accounts payable | 17.5 | |||||
Deferred revenue | 80.6 | |||||
Accrued liabilities | 20.7 | |||||
Short-term pension and other accrued benefits | 17.1 | |||||
Short-term lease liability | 8.4 | |||||
Other current liabilities | 23.7 | |||||
Total current liabilities | 168 | |||||
Long-term pension and postretirement obligations | 65.4 | |||||
Deferred tax liability | 127.6 | |||||
Long-term debt | 18.2 | |||||
Other liabilities | 0.8 | |||||
Total liabilities assumed | 380 | |||||
Total purchase price | $ 805.8 | |||||
Bisnode | Reacquired right | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 15 years | |||||
Purchase Price Allocation: | ||||||
Finite-lived intangible assets acquired | $ 271 | |||||
Bisnode | Database | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 12 years | |||||
Purchase Price Allocation: | ||||||
Finite-lived intangible assets acquired | $ 116 | |||||
Bisnode | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 10 years | |||||
Purchase Price Allocation: | ||||||
Finite-lived intangible assets acquired | $ 106 | |||||
Bisnode | Technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 14 years | |||||
Purchase Price Allocation: | ||||||
Finite-lived intangible assets acquired | $ 65 | |||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Acquisitions - Future Amortizat
Acquisitions - Future Amortization of Computer Software and Other Intangibles Acquired (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Reacquired right | ||||
Business Acquisition [Line Items] | ||||
Total | $ 316.4 | $ 0 | $ 0 | $ 0 |
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Total | 1,947.9 | 1,912.9 | 2,096.3 | 2,162.7 |
Database | ||||
Business Acquisition [Line Items] | ||||
Total | 1,431.7 | $ 1,369.7 | $ 1,504.6 | $ 1,550.8 |
Bisnode | ||||
Business Acquisition [Line Items] | ||||
Remainder of 2021 | 49.6 | |||
2022 | 61.5 | |||
2023 | 56.7 | |||
2024 | 52.1 | |||
2025 | 47.4 | |||
Thereafter | 274.5 | |||
Total | 541.8 | |||
Bisnode | Reacquired right | ||||
Business Acquisition [Line Items] | ||||
Remainder of 2021 | 13.6 | |||
2022 | 18.1 | |||
2023 | 18.1 | |||
2024 | 18.1 | |||
2025 | 18.1 | |||
Thereafter | 180.8 | |||
Total | 266.8 | |||
Bisnode | Technology | ||||
Business Acquisition [Line Items] | ||||
Remainder of 2021 | 6.5 | |||
2022 | 8.1 | |||
2023 | 7.4 | |||
2024 | 6.8 | |||
2025 | 6.2 | |||
Thereafter | 28 | |||
Total | 63 | |||
Bisnode | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Remainder of 2021 | 14.6 | |||
2022 | 17.5 | |||
2023 | 15.5 | |||
2024 | 13.6 | |||
2025 | 11.6 | |||
Thereafter | 28.7 | |||
Total | 101.5 | |||
Bisnode | Database | ||||
Business Acquisition [Line Items] | ||||
Remainder of 2021 | 14.9 | |||
2022 | 17.8 | |||
2023 | 15.7 | |||
2024 | 13.6 | |||
2025 | 11.5 | |||
Thereafter | 37 | |||
Total | $ 110.5 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | |||||||||
Revenue | $ 504.5 | $ 479.9 | $ 444.4 | $ 418.7 | $ 395.7 | [1] | $ 814.4 | $ 1,258.8 | $ 1,738.7 |
Total pro forma revenue | 509.1 | 480.1 | |||||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | (25) | $ 1.8 | $ (16.3) | $ (208) | 41.9 | [1] | $ (166.1) | $ (182.4) | $ (180.6) |
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | (21.7) | 31.4 | |||||||
Adjustments to Bisnode pre-acquisition revenue related to revenue received from Dun & Bradstreet Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue | 0 | (4.1) | |||||||
Adjustments to Dun & Bradstreet revenue related to revenue received from Bisnode | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue | 0 | (8.4) | |||||||
Pre-acquisition net income - Bisnode | |||||||||
Business Acquisition [Line Items] | |||||||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | 0.8 | 1.1 | |||||||
Intangible amortization - net of tax benefits | |||||||||
Business Acquisition [Line Items] | |||||||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | (0.1) | (12.8) | |||||||
Write off related to preexisting relationship - net of tax benefits | |||||||||
Business Acquisition [Line Items] | |||||||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | 2.3 | (2.3) | |||||||
Transaction costs - net of tax benefits | |||||||||
Business Acquisition [Line Items] | |||||||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | 0.3 | 3.5 | |||||||
Bisnode | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue | $ 4.6 | $ 96.9 | |||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Computer Software and Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Computer Software | |||
Balance at beginning of period | $ 437 | [1] | $ 382.2 |
Acquisitions | 65 | 0 | |
Additions at cost | 42.2 | 18.2 | |
Amortization | (24.5) | (16) | |
Write-off | (3.1) | (0.2) | |
Other | (8.5) | (4.9) | |
Balance at end of period | 508.1 | 379.3 | |
Goodwill | |||
Balance at beginning of period | 2,857.9 | [1] | 2,841.7 |
Acquisitions | 488.4 | 10.7 | |
Other | (28.1) | (3.7) | |
Balance at end of period | $ 3,318.2 | $ 2,848.7 | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Other Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Finite-lived Intangible Assets [Roll Forward] | |||
Amortization | $ (122.4) | $ (116.1) | |
Relationship Transfer | 0 | ||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 1,275.8 | 1,275.8 | |
Acquisition | 0 | 0 | |
Additions at cost | 0 | 0 | |
Other | 0 | 0 | |
Balance at end of period | 1,275.8 | 1,275.8 | |
Total | |||
Balance at beginning of period | 4,814.8 | [1] | 5,254.5 |
Acquisition | 493 | 9.2 | |
Additions at cost | 0.2 | 0.2 | |
Amortization | (122.4) | (116.1) | |
Other | (27.9) | (13.4) | |
Balance at end of period | 5,157.7 | 5,134.4 | |
Customer Relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 1,912.9 | 2,162.7 | |
Acquisition | 106 | 2.4 | |
Additions at cost | 0 | 0 | |
Amortization | (65.6) | (64.9) | |
Other | (5.4) | (3.9) | |
Balance at end of period | 1,947.9 | 2,096.3 | |
Total | |||
Amortization | (65.6) | (64.9) | |
Reacquired Rights | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 0 | 0 | |
Acquisition | 271 | 0 | |
Additions at cost | 0 | 0 | |
Amortization | (5) | 0 | |
Relationship Transfer | 64.7 | ||
Other | (14.3) | 0 | |
Balance at end of period | 316.4 | 0 | |
Total | |||
Amortization | (5) | 0 | |
Database | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 1,369.7 | 1,550.8 | |
Acquisition | 116 | 0 | |
Additions at cost | 0 | 0 | |
Amortization | (47.8) | (46.2) | |
Other | (6.2) | 0 | |
Balance at end of period | 1,431.7 | 1,504.6 | |
Total | |||
Amortization | (47.8) | (46.2) | |
Other Intangibles | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 256.4 | 265.2 | |
Acquisition | 0 | 6.8 | |
Additions at cost | 0.2 | 0.2 | |
Amortization | (4) | (5) | |
Relationship Transfer | (64.7) | ||
Other | (2) | (9.5) | |
Balance at end of period | 185.9 | 257.7 | |
Total | |||
Amortization | $ (4) | $ (5) | |
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Millions | Jan. 08, 2021USD ($) | Mar. 31, 2021segment |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Bisnode | ||
Segment Reporting Information [Line Items] | ||
Ownership interest acquired (as a percent) | 100.00% | |
Consideration transferred | $ | $ 805.8 |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | |||||||||
Revenue | $ 504.5 | $ 479.9 | $ 444.4 | $ 418.7 | $ 395.7 | [1] | $ 814.4 | $ 1,258.8 | $ 1,738.7 |
Adjusted EBITDA | 185.6 | 135.1 | |||||||
Depreciation and amortization | (149.7) | (134.4) | [1] | ||||||
Interest expense - net | (48.8) | (82.7) | |||||||
Dividends allocated to preferred stockholders | 0 | (32) | [1] | ||||||
Benefit (provision) for income taxes | 9.8 | 1.4 | 9.1 | 27.7 | 74.2 | [1] | 101.9 | 111 | 112.4 |
Other income (expense) - net | 6.8 | 89.3 | [1] | ||||||
Equity in net income of affiliates | 0.6 | 0.7 | [1] | ||||||
Net income (loss) attributable to non-controlling interest | (1.7) | (0.4) | [1] | ||||||
Other incremental or reduced expenses and revenue from the application of purchase accounting and acquisitions | 0.7 | 4.9 | |||||||
Equity-based compensation | (7.9) | (3.8) | |||||||
Restructuring charges | (5.8) | (4.8) | [2] | ||||||
Merger and acquisition-related operating costs | (3.1) | (2.5) | |||||||
Transition costs | (0.6) | (1.6) | |||||||
Legal reserve associated with significant legal and regulatory matters | (9.9) | 0 | |||||||
Asset impairment | (1) | (0.1) | |||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | (25) | $ 1.8 | $ (16.3) | $ (208) | 41.9 | [1] | $ (166.1) | $ (182.4) | $ (180.6) |
Capital expenditures | 1.2 | 1.4 | [2] | ||||||
Additions to computer software and other intangibles | 42.4 | 18.4 | |||||||
Operating Segments | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Depreciation and amortization | (15.4) | (5.8) | |||||||
Capital expenditures | 1.2 | 1.3 | |||||||
Additions to computer software and other intangibles | 42.2 | 18 | |||||||
Corporate and other | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | (4.8) | (17.4) | |||||||
Adjusted EBITDA | (16.9) | (33.4) | |||||||
Depreciation and amortization | (134.3) | (128.6) | |||||||
Capital expenditures | 0 | 0.1 | |||||||
Additions to computer software and other intangibles | 0.2 | 0.4 | |||||||
North America | Operating Segments | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 339.4 | 341.5 | |||||||
Adjusted EBITDA | 151 | 144.5 | |||||||
Depreciation and amortization | (12.6) | (4.7) | |||||||
Capital expenditures | 0.6 | 0.6 | |||||||
Additions to computer software and other intangibles | 34.9 | 16.9 | |||||||
International | Operating Segments | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 169.9 | 71.6 | |||||||
Adjusted EBITDA | 51.5 | 24 | |||||||
Depreciation and amortization | (2.8) | (1.1) | |||||||
Capital expenditures | 0.6 | 0.7 | |||||||
Additions to computer software and other intangibles | $ 7.3 | $ 1.1 | |||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. | ||||||||
[2] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Segment Information - Assets an
Segment Information - Assets and Goodwill (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Assets | $ 9,924.9 | $ 9,220.3 | [1] | ||
Goodwill | 3,318.2 | 2,857.9 | [1] | $ 2,848.7 | $ 2,841.7 |
Other intangibles | 5,157.7 | 4,814.8 | [1] | $ 5,134.4 | $ 5,254.5 |
Other long-lived assets | 760.9 | 659.1 | |||
Total long-lived assets | 9,236.8 | 8,331.8 | |||
North America | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 8,121.7 | 8,522.9 | |||
Goodwill | 2,745.5 | 2,745.5 | |||
Other intangibles | 4,432 | 4,534.5 | |||
Other long-lived assets | 568.4 | 562.9 | |||
International | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 1,803.2 | 697.4 | |||
Goodwill | 572.7 | 112.4 | |||
Other intangibles | 725.7 | 280.3 | |||
Other long-lived assets | $ 192.5 | $ 96.2 | |||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Segment Information - Supplemen
Segment Information - Supplemental Geographic and Customer Solution Set Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | |||||||||
Revenue | $ 504.5 | $ 479.9 | $ 444.4 | $ 418.7 | $ 395.7 | [1] | $ 814.4 | $ 1,258.8 | $ 1,738.7 |
Finance & Risk | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 295.6 | 241.6 | |||||||
Sales & Marketing | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 208.9 | 154.1 | |||||||
Operating Segments | North America | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 339.4 | 341.5 | |||||||
Operating Segments | North America | Finance & Risk | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 190.5 | 192.8 | |||||||
Operating Segments | North America | Sales & Marketing | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 148.9 | 148.7 | |||||||
Operating Segments | International | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 169.9 | 71.6 | |||||||
Operating Segments | International | Finance & Risk | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 107.4 | 58.6 | |||||||
Operating Segments | International | Sales & Marketing | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 62.5 | 13 | |||||||
Corporate and other | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | (4.8) | (17.4) | |||||||
Corporate and other | Finance & Risk | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | (2.3) | (9.8) | |||||||
Corporate and other | Sales & Marketing | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | $ (2.5) | $ (7.6) | |||||||
[1] | See discussion in Note 1 - Basis of Presentation for further detail regarding the elimination of the International lag reporting. |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ in Millions | Jan. 01, 2020 | Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($)director | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019 | Aug. 31, 2019 |
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors designated by related parties | director | 5 | ||||||
Affiliated Entity | Consulting Service Agreement | Black Knight Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Mark-up on consulting services (as a percent) | 10.00% | ||||||
Expenses from transactions with related party | $ 0.2 | ||||||
Chief Operating Officer | Motive Partners | London | |||||||
Related Party Transaction [Line Items] | |||||||
Term of lease | 5 years | ||||||
Chief Operating Officer | Motive Partners | New York | |||||||
Related Party Transaction [Line Items] | |||||||
Term of lease | 1 year | ||||||
Chief Operating Officer | Lease Termination Fee | Motive Partners | London | |||||||
Related Party Transaction [Line Items] | |||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | $ 0.1 | ||||||
Chief Operating Officer | Lease Cost | Motive Partners | London | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | $ 0.5 | ||||||
Chief Operating Officer | Lease Cost | Motive Partners | New York | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | $ 0.2 | ||||||
Management | Travel Costs | |||||||
Related Party Transaction [Line Items] | |||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | $ 0.4 | ||||||
Board of Directors Chairman | Trasimene Capital Management, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Term of service agreement | 3 years | ||||||
Transaction fee valuation rate (as a percent) | 1.00% | ||||||
Board of Directors Chairman | Service Agreement, Transaction Fees | Trasimene Capital Management, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | $ 0.4 |