Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 28, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-13585 | |
Entity Registrant Name | CORELOGIC, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-1068610 | |
Entity Address, Address Line One | 40 Pacifica | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 949 | |
Local Phone Number | 214-1000 | |
Trading Symbol | CLGX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,778,688 | |
Entity Central Index Key | 0000036047 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.00001 par value | |
Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 302,329 | $ 104,162 |
Accounts receivable (less allowance for credit losses of $9,188 and $6,937 as of September 30, 2020 and December 31, 2019, respectively) | 279,492 | 247,683 |
Prepaid expenses and other current assets | 84,595 | 53,105 |
Assets of discontinued operations | 207,791 | 201,986 |
Total current assets | 874,207 | 606,936 |
Property and equipment, net | 407,228 | 424,670 |
Operating lease assets | 86,489 | 65,825 |
Goodwill, net | 2,298,876 | 2,286,896 |
Other intangible assets, net | 334,363 | 375,629 |
Capitalized data and database costs, net | 314,399 | 308,409 |
Investment in affiliates, net | 1,121 | 16,666 |
Other assets | 76,787 | 74,250 |
Total assets | 4,393,470 | 4,159,281 |
Current liabilities: | ||
Accounts payable and other accrued expenses | 190,997 | 139,511 |
Accrued salaries and benefits | 91,763 | 83,418 |
Dividends payable | 0 | 17,374 |
Contract liabilities, current | 401,986 | 320,634 |
Liabilities of discontinued operations | 50,497 | 42,708 |
Current portion of long-term debt | 21,382 | 56,022 |
Operating lease liabilities, current | 16,245 | 18,058 |
Total current liabilities | 772,870 | 677,725 |
Long-term debt, net of current | 1,548,785 | 1,610,538 |
Contract liabilities, net of current | 584,907 | 563,190 |
Deferred income tax liabilities | 67,171 | 92,783 |
Operating lease liabilities, net of current | 103,293 | 85,139 |
Other liabilities | 193,705 | 178,696 |
Total liabilities | 3,270,731 | 3,208,071 |
Stockholders' equity: | ||
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.00001 par value; 180,000 shares authorized; 79,545 and 78,972 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 1 | 1 |
Additional paid-in capital | 135,267 | 111,000 |
Retained earnings | 1,185,904 | 1,006,992 |
Accumulated other comprehensive loss | (198,433) | (166,783) |
Total stockholders' equity | 1,122,739 | 951,210 |
Total liabilities and equity | $ 4,393,470 | $ 4,159,281 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Allowance for doubtful accounts | $ 9,188 | $ 6,937 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 180,000,000 | 180,000,000 |
Common stock, shares issued (in shares) | 79,545,000 | 78,972,000 |
Common stock, shares outstanding (in shares) | 79,545,000 | 78,972,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 436,727 | $ 375,571 | $ 1,174,733 | $ 1,088,032 |
Cost of services (excluding depreciation and amortization shown below) | 154,192 | 164,715 | 439,032 | 486,973 |
Selling, general and administrative expenses | 165,742 | 106,600 | 393,247 | 348,788 |
Depreciation and amortization | 43,610 | 42,389 | 130,639 | 132,767 |
Impairment loss | 0 | 0 | 1,228 | 47,834 |
Total operating expenses | 363,544 | 313,704 | 964,146 | 1,016,362 |
Operating income | 73,183 | 61,867 | 210,587 | 71,670 |
Interest expense: | ||||
Interest income | 100 | 349 | 611 | 1,728 |
Interest expense | 17,021 | 19,852 | 52,958 | 59,137 |
Total interest expense, net | (16,921) | (19,503) | (52,347) | (57,409) |
Gain/(loss) on investments and other, net | 35,674 | 227 | 37,154 | (2,116) |
Tax indemnification release | 0 | 0 | 0 | (13,394) |
Income/(loss) from continuing operations before equity in earnings of affiliates and income taxes | 91,936 | 42,591 | 195,394 | (1,249) |
(Benefit)/provision for income taxes | (9,560) | 11,530 | 19,433 | (8,976) |
Income from continuing operations before equity in earnings of affiliates | 101,496 | 31,061 | 175,961 | 7,727 |
Equity in earnings of affiliates, net of tax | 971 | 607 | 1,859 | 498 |
Net income from continuing operations | 102,467 | 31,668 | 177,820 | 8,225 |
Income/(loss) from discontinued operations, net of tax | 10,679 | (8,485) | 28,149 | 11,073 |
Net income | $ 113,146 | $ 23,183 | $ 205,969 | $ 19,298 |
Basic income per share: | ||||
Net income from continuing operations (usd per share) | $ 1.29 | $ 0.40 | $ 2.24 | $ 0.10 |
Loss from discontinued operations, net of tax (usd per share) | 0.13 | (0.11) | 0.35 | 0.14 |
Net (loss)/income (usd per share) | 1.42 | 0.29 | 2.59 | 0.24 |
Diluted income per share: | ||||
Net income from continuing operations (usd per share) | 1.26 | 0.39 | 2.19 | 0.10 |
Loss from discontinued operations, net of tax (usd per share) | 0.13 | (0.10) | 0.35 | 0.14 |
Net (loss)/income (usd per share) | $ 1.39 | $ 0.29 | $ 2.54 | $ 0.24 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 79,467 | 79,761 | 79,300 | 80,138 |
Diluted (in shares) | 81,402 | 80,914 | 81,136 | 81,205 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 113,146 | $ 23,183 | $ 205,969 | $ 19,298 |
Other comprehensive income/(loss) | ||||
Market value adjustments on interest rate swaps, net of tax | 7,905 | (8,121) | (30,475) | (41,415) |
Reclassification adjustment for gain on terminated interest rate swap included in net income | 0 | 0 | 0 | (67) |
Foreign currency translation adjustments | 10,799 | (13,529) | (1,211) | (9,007) |
Supplemental benefit plans adjustments, net of tax | (76) | (149) | 36 | (448) |
Total other comprehensive income/(loss) | 18,628 | (21,799) | (31,650) | (50,937) |
Comprehensive income/(loss) | $ 131,774 | $ 1,384 | $ 174,319 | $ (31,639) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 205,969 | $ 19,298 |
Less: Income from discontinued operations, net of tax | 28,149 | 11,073 |
Net income from continuing operations | 177,820 | 8,225 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 130,639 | 132,767 |
Amortization of debt issuance costs | 3,710 | 3,836 |
Amortization of operating lease assets | 11,067 | 11,675 |
Impairment loss | 1,228 | 47,834 |
Provision for bad debt and claim losses | 14,020 | 10,998 |
Share-based compensation | 33,898 | 26,018 |
Equity in earnings of affiliates, net of taxes | (1,859) | (498) |
Gain on sale of property and equipment | 1,360 | (3) |
Loss on early extinguishment of debt | 0 | 1,453 |
Deferred income tax | 56 | (10,642) |
Impairment loss on investment in affiliates | 0 | 1,511 |
Gain on investments and other, net | (37,154) | (847) |
Tax indemnification release | 0 | 13,394 |
Accounts receivable | (33,159) | (23,218) |
Prepaid expenses and other current assets | (2,104) | (7,201) |
Accounts payable and other accrued expenses | 54,847 | (19,894) |
Contract liabilities | 102,302 | 19,899 |
Income taxes | (32,815) | 31,239 |
Dividends received from investments in affiliates | 109 | 0 |
Other assets and other liabilities | (45,550) | (29,122) |
Net cash provided by operating activities - continuing operations | 378,415 | 217,424 |
Net cash provided by operating activities - discontinued operations | 40,687 | 29,669 |
Total cash provided by operating activities | 419,102 | 247,093 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (40,187) | (52,807) |
Purchases of capitalized data and other intangible assets | (28,717) | (25,845) |
Cash paid for acquisitions, net of cash acquired | (12,045) | (13,280) |
Purchases of investments | (1,315) | (658) |
Cash received from sale of business-lines | 0 | 4,109 |
Proceeds from sale of property and equipment | 0 | 3 |
Proceeds from investments and other | 48,035 | 5,591 |
Net cash used in investing activities - continuing operations | (34,229) | (82,887) |
Net cash used in investing activities - discontinued operations | (9,259) | (13,987) |
Total cash used in investing activities | (43,488) | (96,874) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 0 | 1,770,000 |
Debt issuance costs | 0 | (9,621) |
Repayment of long-term debt | (102,461) | (1,844,155) |
Proceeds from issuance of shares in connection with share-based compensation | 8,487 | 8,391 |
Payment of tax withholdings related to net share settlements | (9,816) | (9,645) |
Shares repurchased and retired | (9,273) | (61,607) |
Dividends paid | (61,062) | 0 |
Contingent consideration payments subsequent to acquisitions | 0 | (600) |
Net cash used in financing activities - continuing operations | (174,125) | (147,237) |
Net cash used in financing activities - discontinued operations | (6) | (12) |
Total cash used in financing activities | (174,131) | (147,249) |
Effect of exchange rate on cash, cash equivalents, and restricted cash | (2,042) | 637 |
Net change in cash, cash equivalents, and restricted cash | 199,441 | 3,607 |
Cash, cash equivalents, and restricted cash at beginning of period | 114,679 | 94,679 |
Less: Change in cash, cash equivalents, and restricted cash - discontinued operations | 31,422 | 15,670 |
Plus: Cash swept from discontinued operations | 30,135 | 17,697 |
Cash, cash equivalents, and restricted cash at end of period | 312,833 | 100,313 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 48,419 | 53,202 |
Cash paid for income taxes | 59,538 | 11,558 |
Cash refunds from income taxes | 449 | 16,812 |
Non-cash investing activities: | ||
Capital expenditures included in accounts payable and other accrued expenses | $ 10,695 | $ 10,322 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Stockholder's Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Beginning balance, shares at Dec. 31, 2018 | 80,092 | ||||||
Beginning balance at Dec. 31, 2018 | $ 1,000,498 | $ 1 | $ 160,870 | $ 975,375 | $ (135,748) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 19,298 | 19,298 | |||||
Shares issued in connection with share-based compensation, shares | 827 | ||||||
Shares issued in connection with share-based compensation | 8,391 | 8,391 | |||||
Payment of tax withholdings related to net share settlements | (9,645) | (9,645) | |||||
Share-based compensation | 26,863 | 26,863 | |||||
Shares repurchased and retired, shares | (1,400) | ||||||
Shares repurchased and retired | (61,607) | (61,607) | |||||
Other comprehensive income | (50,937) | (50,937) | |||||
Ending balance, shares at Sep. 30, 2019 | 79,519 | ||||||
Ending balance at Sep. 30, 2019 | 932,861 | $ 1 | 124,872 | 994,673 | (186,685) | ||
Beginning balance, shares at Dec. 31, 2018 | 80,092 | ||||||
Beginning balance at Dec. 31, 2018 | 1,000,498 | $ 1 | 160,870 | 975,375 | (135,748) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends on common shares | $ (400) | ||||||
Ending balance, shares at Dec. 31, 2019 | 78,972 | ||||||
Ending balance at Dec. 31, 2019 | $ 951,210 | $ 16,827 | $ 1 | 111,000 | 1,006,992 | $ 16,827 | (166,783) |
Beginning balance, shares at Jun. 30, 2019 | 80,133 | ||||||
Beginning balance at Jun. 30, 2019 | 953,492 | $ 1 | 146,887 | 971,490 | (164,886) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 23,183 | 23,183 | |||||
Shares issued in connection with share-based compensation, shares | 86 | ||||||
Shares issued in connection with share-based compensation | 1,832 | 1,832 | |||||
Payment of tax withholdings related to net share settlements | (378) | (378) | |||||
Share-based compensation | 9,108 | 9,108 | |||||
Shares repurchased and retired, shares | (700) | ||||||
Shares repurchased and retired | (32,577) | (32,577) | |||||
Other comprehensive income | (21,799) | (21,799) | |||||
Ending balance, shares at Sep. 30, 2019 | 79,519 | ||||||
Ending balance at Sep. 30, 2019 | $ 932,861 | $ 1 | 124,872 | 994,673 | (186,685) | ||
Beginning balance, shares at Dec. 31, 2019 | 78,972 | ||||||
Beginning balance at Dec. 31, 2019 | $ 951,210 | $ 16,827 | $ 1 | 111,000 | 1,006,992 | $ 16,827 | (166,783) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 205,969 | 205,969 | |||||
Shares issued in connection with share-based compensation, shares | 773 | ||||||
Shares issued in connection with share-based compensation | 8,487 | 8,487 | |||||
Payment of tax withholdings related to net share settlements | (9,816) | (9,816) | |||||
Share-based compensation | 34,671 | 34,671 | |||||
Shares repurchased and retired, shares | (200) | ||||||
Shares repurchased and retired | (9,273) | (9,273) | |||||
Dividends on common shares | (43,686) | 198 | (43,884) | ||||
Other comprehensive income | $ (31,650) | (31,650) | |||||
Ending balance, shares at Sep. 30, 2020 | 79,545 | 79,545 | |||||
Ending balance at Sep. 30, 2020 | $ 1,122,739 | $ 1 | 135,267 | 1,185,904 | (198,433) | ||
Beginning balance, shares at Jun. 30, 2020 | 79,459 | ||||||
Beginning balance at Jun. 30, 2020 | 1,002,123 | $ 1 | 120,029 | 1,099,154 | (217,061) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 113,146 | 113,146 | |||||
Shares issued in connection with share-based compensation, shares | 86 | ||||||
Shares issued in connection with share-based compensation | 2,702 | 2,702 | |||||
Payment of tax withholdings related to net share settlements | (470) | (470) | |||||
Share-based compensation | 12,833 | 12,833 | |||||
Shares repurchased and retired, shares | 0 | ||||||
Shares repurchased and retired | 0 | 0 | |||||
Dividends on common shares | (26,223) | 173 | (26,396) | ||||
Other comprehensive income | $ 18,628 | 18,628 | |||||
Ending balance, shares at Sep. 30, 2020 | 79,545 | 79,545 | |||||
Ending balance at Sep. 30, 2020 | $ 1,122,739 | $ 1 | $ 135,267 | $ 1,185,904 | $ (198,433) |
Basis of Condensed Consolidated
Basis of Condensed Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Condensed Consolidated Financial Statements | Basis of Condensed Consolidated Financial Statements CoreLogic, Inc., together with its subsidiaries (collectively “the Company”, “we”, “us” or “our”), is a leading global property information, insight, analytics and data-enabled solutions provider operating in North America, Western Europe and Asia Pacific. Our combined data from public, contributory, and proprietary sources provides detailed coverage of property, mortgages and other encumbrances, property risk and replacement cost, location, hazard risk and related performance information. The markets we serve include real estate and mortgage finance, insurance, capital markets, and the public sector. We deliver value to clients through unique data, analytics, workflow technology, advisory and managed solutions. Clients rely on us to help identify and manage growth opportunities, improve performance, and mitigate risk. Our condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States ("US") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The 2019 year-end condensed consolidated balance sheet was derived from the Company’s audited financial statements for the year ended December 31, 2019. Interim financial information does not require the inclusion of all the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019. The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods. Unsolicited Proposal and Proxy Contest On June 26, 2020, we received an unsolicited proposal from Senator Investment Group, LP (“Senator”) and Cannae Holdings, Inc. (“Cannae”) to acquire the Company for $65.00 per share in cash, which initial proposal was revised by Senator and Cannae on September 14, 2020 by $1.00 per share to $66.00 per share in cash (the “Unsolicited Proposal”). Our Board of Directors, in consultation with its independent financial and legal advisors, unanimously determined to reject the Unsolicited Proposal. On August 9, 2020, the Board of Directors determined to call a special meeting of stockholders in order to allow our stockholders to consider and vote upon Senator and Cannae's proposal for the removal and replacement of up to nine members of our Board of Directors and to amend certain provisions of our Bylaws (the “Proxy Contest”). The Board of Directors set the special meeting for November 17, 2020, with a record date of September 18, 2020. In connection with the Unsolicited Proposal and Proxy Contest, we have accrued expenses of approximately $36.9 million for the three and nine months ended September 30, 2020. Divestiture of Non-Core Businesses In July 2020, we announced our intention to exit our reseller operations focused on mortgage credit and borrower verification and multi-family tenant screening. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends, revenue mix, and significantly enhance profit margins. As a result of this strategic decision, the businesses have been reflected in our consolidated financial statements as discontinued operations for all periods presented. Please refer to Note 14 - Discontinued Operations for further information. Client Concentration We generate the majority of our operating revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 37% and 29% of our operating revenues for the three months ended September 30, 2020 and 2019, respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues during these periods. Approximately 35% and 26% of our operating revenues for the nine months ended September 30, 2020 and 2019, respectively, were generated from our top ten clients. None of our clients individually accounted for greater than 10% of our operating revenues during these periods. Cash, Cash Equivalents, and Restricted Cash We deem the carrying value of cash, cash equivalents, and restricted cash to be a reasonable estimate of fair value due to the nature of these instruments. Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows: (in thousands) September 30, 2020 September 30, 2019 Cash and cash equivalents $ 302,329 $ 86,695 Restricted cash included in other assets 10,129 11,616 Restricted cash included in prepaid expenses and other current assets 375 2,002 Total cash, cash equivalents, and restricted cash $ 312,833 $ 100,313 Operating Revenue Recognition We derive our operating revenues primarily from US mortgage lenders, servicers, and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing, and payment terms. Operating revenue is recognized when the distinct good or service (also referred as "performance obligation"), is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus-margin approach. For products or services where delivery occurs at a point in time, we recognize operating revenue when the client obtains control of the products upon delivery. When delivery occurs over time, we generally recognize operating revenue ratably over the service period, once initial delivery has occurred. For certain of our products or services, clients may also pay upfront fees, which we defer and recognize as operating revenue over the longer of the contractual term or the expected client relationship period. Licensing arrangements that provide our clients with the right to access or use our intellectual property are considered functional licenses for which we generally recognize operating revenue based on usage. For arrangements that provide a stand-ready obligation or substantive updates to the intellectual property which the client is contractually or practically required to use, we recognize operating revenue ratably over the contractual term. Client payment terms are standard with no significant financing components or extended payment terms granted. In limited cases, we allow for client cancellations for which we estimate a reserve at the point-of-sale. See further discussion in Note 7 - Operating Revenues . Comprehensive Loss Comprehensive loss includes all changes in equity except those resulting from investments by stockholders and distributions to stockholders. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and investments are recorded in other comprehensive loss. The following table shows the components of accumulated other comprehensive loss, net of taxes, as of September 30, 2020 and December 31, 2019: (in thousands) 2020 2019 Cumulative foreign currency translation $ (123,714) $ (122,503) Cumulative supplemental benefit plans (8,881) (8,917) Net unrecognized losses on interest rate swaps (65,838) (35,296) Reclassification adjustment for gain on terminated interest rate swap included in net income — (67) Accumulated other comprehensive loss $ (198,433) $ (166,783) Investment in Affiliates, net Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment, less dividends received. As of September 30, 2020 and December 31, 2019, we had insignificant revenue, expense, accounts receivable, and accounts payable related to our investments in these affiliates. During the three months ended September 30, 2020, we sold our investment in an equity related investment for $45.8 million in cash which resulted in a gain of $35.1 million and is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the three and nine months ended September 30, 2020. In January 2020, we completed the acquisition of the remaining 66% of Location, Inc. ("Location") for $11.5 million, subject to certain working capital adjustments. In connection with this transaction, we remeasured our pre-existing 34% investment balance of $5.6 million to fair value based on the purchase price, resulting in a $0.6 million step-up gain which is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the nine months ended September 30, 2020. See Note 12 - Acquisitions for additional information. Prior to the acquisition of the remaining interest, we accounted for Location under the equity method and received dividends of $0.7 million in the first quarter of 2020. Leases We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. Operating and finance lease assets and liabilities are recorded based on the present value of future lease payments over the lease term which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize our incremental borrowing rate and inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term, which, if applicable, may factor in renewal or termination options. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on a straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease. We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted. Dividends We record cash dividends as reductions to retained earnings upon declaration, with a corresponding increase to current liabilities, based on common shares outstanding on the record date. In addition, as part of our share-based compensation program, the terms of our restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”) stipulate that holders of these awards are credited with dividend equivalent units on each date that a cash dividend is paid to holders of common stock. These dividend equivalents are subject to the same vesting and performance requirements of the underlying units and therefore are forfeitable (i.e. non-participating). Upon declaration of a dividend, we record dividend equivalents as a reduction to retained earnings, derived from the number of eligible unvested shares, with a corresponding increase to additional paid-in-capital. In December 2019, we announced that our Board of Directors approved the initiation of a quarterly cash dividend to common stockholders. In connection with this announcement, in December 2019, our Board of Directors initiated and declared a cash dividend of $0.22 per common share. As a result, as of December 31, 2019, we recorded a liability of $17.4 million within accounts payable and other accrued expenses, as well as $0.4 million in dividend equivalents reflected in additional paid-in-capital within our accompanying consolidated balance sheets. The dividend declared was paid in January 2020. In April 2020, our Board of Directors announced a cash dividend to common stockholders of $0.22 per share of common stock which was paid in June 2020 to stockholders of record at the close of business on June 1, 2020. In July 2020, our Board of Directors announced a 50% increase in our cash dividend and declared a $0.33 per share cash dividend to common stockholders, which was paid in September 2020 to stockholders of record as of September 1, 2020. In October 2020, our Board of Directors declared a cash dividend of $0.33 per share of common stock to be paid in December 2020 to shareholders of record on the close of business December 1, 2020. Tax Escrow Disbursement Arrangements We administer tax escrow disbursements as a service to our clients in connection with our tax services business. Funds to be disbursed are deposited and maintained in segregated accounts for the benefit of our clients and totaled $1.4 billion as of both September 30, 2020 and December 31, 2019. Because these deposits are held on behalf of our clients, they are not our funds and, therefore, are not included in the accompanying condensed consolidated balance sheets. These deposits generally remain in the accounts for a period of two to five business days. We record credits from these activities as a reduction to related administrative expenses, including the cost of bank fees and other administration costs. Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained total claim reserves relating to incorrect disposition of assets of $24.8 million and $22.7 million as of September 30, 2020 and December 31, 2019, respectively. Within these amounts are $10.7 million and $9.8 million, respectively, which are short-term and are therefore reflected within accounts payable and other accrued expenses within our accompanying condensed consolidated balance sheets. The remaining reserves are reflected within other liabilities. Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform, in connection with the scheduled phase-out of the London interbank offering rate (“LIBOR”) as a reference interest rate. The guidance provides practical expedients and exceptions in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Entities electing the practical expedients will be allowed, among other topics, to account for reference rate modification of debt and receivables prospectively; to not reassess lease classifications and discount rates in reference rate lease modifications; and ease cash-flow hedge effectiveness testing guidelines for hedges affected by reference rate reform. The guidance is effective through December 2022 with adoption permitted as of any date within the aforementioned time frame from the beginning of the selected interim period on a prospective basis. We adopted the guidance in the first quarter of 2020, which has not had a material effect on our condensed consolidated financial statements. In December 2019, as part of a simplification initiative, the FASB issued guidance to remove certain exceptions and added further guidance to simplify the accounting for income taxes. The exceptions that were removed relate to recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods. The guidance reduces the complexity of recognizing deferred taxes for goodwill and allocating taxes to entities of a consolidated group. The guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. We elected to early adopt on January 1, 2020 via the modified retrospective method with a cumulative effect adjustment at the date of initial application, resulting in an increase to retained earnings of $16.8 million. This impact results from the release of a deferred tax liability that had previously been established for the outside basis difference of an equity method investment that later became a subsidiary. In November 2018, the FASB issued guidance to clarify the definition and interaction of collaborative arrangements with previously issued guidance on revenue recognition. This guidance is effective for fiscal years beginning after December 15, 2019 on a retrospective basis to the date of the initial adoption of the revenue standard. We adopted this guidance in the first quarter of 2020, which has not had a material impact on our condensed consolidated financial statements. In August 2018, the FASB issued guidance that amends fair value disclosure requirements. The guidance removes disclosure requirements on the transfers between Level 1 and Level 2 of the fair value hierarchy in addition to the disclosure requirements on the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The guidance clarifies the measurement uncertainty disclosure and adds disclosure requirements for Level 3 unrealized gains and losses and significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019. Entities were permitted to early adopt any removed or modified disclosures upon issuance and delay adoption of the additional disclosures until the effective date. We early adopted the removal of disclosure provisions of the new guidance in 2018 and adopted the measurement uncertainty disclosure and additional Level 3 disclosures in the current year as required. Adoption of this guidance has not had a material impact on our condensed consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net as of September 30, 2020 and December 31, 2019 consists of the following: (in thousands) 2020 2019 Land $ 7,476 $ 7,476 Buildings 6,487 6,487 Furniture and equipment 68,362 74,043 Capitalized software 843,638 819,828 Leasehold improvements 50,334 48,811 Construction in progress 276 3,064 976,573 959,709 Less accumulated depreciation (569,345) (535,039) Property and equipment, net $ 407,228 $ 424,670 Depreciation expense for property and equipment, net, was approximately $21.2 million and $20.4 million for the three months ended September 30, 2020 and 2019, respectively, and $64.2 million and $63.6 million for the nine months ended September 30, 2020 and 2019, respectively. Impairment losses for property and equipment of $1.2 million and $12.3 million were recorded for the nine months ended September 30, 2020 and 2019, respectively. See Note 6 - Fair Value for further discussion. |
Goodwill, Net
Goodwill, Net | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Net | Goodwill, Net A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by reporting unit, for the nine months ended September 30, 2020 is as follows: (in thousands) PIRM UWS Consolidated Balance as of January 1, 2020 Goodwill $ 1,078,225 $ 1,216,196 $ 2,294,421 Accumulated impairment losses (600) (6,925) (7,525) Goodwill, net 1,077,625 1,209,271 2,286,896 Measurement period adjustments — 8 8 Acquisition 12,584 — 12,584 Translation adjustments (612) — (612) Balance as of September 30, 2020 Goodwill, net $ 1,089,597 $ 1,209,279 $ 2,298,876 In connection with our intent to exit our reseller businesses, we have reclassified $29.3 million and $79.9 million of goodwill, net, from our Property Intelligence and Risk Managements Solutions (“PIRM”) and Underwriting and Workflow Solutions (“UWS”) segments, respectively, to assets of discontinued operations as of September 30, 2020. See Note 14 - Discontinued Operations . As part of the process of marketing the sale of these businesses, we updated our long-term projections and obtained indicative fair market values from potential participants. The level of indicative values supported the net book value of the businesses being marketed and our remaining reporting units within continuing operations with no impairment. See Note 12 - Acquisitions for discussion of current year acquisition and measurement period adjustments. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consists of the following: September 30, 2020 December 31, 2019 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Client lists $ 640,155 $ (364,295) $ 275,860 $ 645,770 $ (340,168) $ 305,602 Non-compete agreements 26,755 (20,233) 6,522 26,409 (16,249) 10,160 Tradenames and licenses 126,913 (74,932) 51,981 126,405 (66,538) 59,867 $ 793,823 $ (459,460) $ 334,363 $ 798,584 $ (422,955) $ 375,629 Amortization expense for other intangible assets, net was $14.2 million for both the three months ended September 30, 2020 and 2019, and $42.5 million and $45.9 million for the nine months ended September 30, 2020 and 2019, respectively. Impairment losses of $35.6 million were recorded for the nine months ended September 30, 2019. For the three months ended September 30, 2019, there were no impairments. For the three and nine months ended September 30, 2020, there were no impairments. See Note 6 - Fair Value for further discussion. Estimated amortization expense for other intangible assets, net is as follows: (in thousands) Remainder of 2020 $ 14,294 2021 53,770 2022 51,953 2023 43,642 2024 37,303 Thereafter 133,401 $ 334,363 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following: September 30, 2020 December 31, 2019 (in thousands) Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net Bank debt: Term loan facility borrowings due May 2024, weighted-average interest rate of 1.91% as of September 30, 2020 $ 1,572,000 $ (12,242) $ 1,559,758 $ 1,672,188 $ (14,868) $ 1,657,320 Revolving line of credit borrowings due May 2024, weighted-average interest rate of 1.91% as of September 30, 2020 — (5,342) (5,342) — (6,425) (6,425) Notes: 7.55% senior debentures due April 2028 9,531 (24) 9,507 9,524 (26) 9,498 Other debt: Various debt instruments with maturities through March 2024 6,244 — 6,244 6,167 — 6,167 Total long-term debt 1,587,775 (17,608) 1,570,167 1,687,879 (21,319) 1,666,560 Less current portion of long-term debt 21,382 — 21,382 56,022 — 56,022 Long-term debt, net of current portion $ 1,566,393 $ (17,608) $ 1,548,785 $ 1,631,857 $ (21,319) $ 1,610,538 As of September 30, 2020 and December 31, 2019, we recorded less than $0.1 million and $0.4 million, respectively, of accrued interest expense on our debt-related instruments within accounts payable and other accrued expenses. Credit Agreement In May 2019, we amended and restated our credit agreement (the “Credit Agreement”) with Bank of America, N.A., as the administrative agent, and other financial institutions. The Credit Agreement provides for a $1.8 billion 5-year term loan facility (the “Term Facility”), and a $750.0 million 5-year revolving credit facility (the “Revolving Facility”). The Term Facility matures, and the Revolving Facility expires, in May 2024. The Revolving Facility includes a $100.0 million multi-currency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $300.0 million in the aggregate; however, the lenders are not obligated to do so. As of September 30, 2020, we had a remaining borrowing capacity of $750.0 million under the Revolving Facility and we were in compliance with all financial and restrictive covenants under the Credit Agreement. Debt Issuance Costs In connection with the amendment and restatement of the Credit Agreement, in May 2019, we incurred approximately $9.7 million of debt issuance costs of which $9.6 million were initially capitalized within long-term debt, net of current, in the accompanying condensed consolidated balance sheets. In addition, when we amended and restated the Credit Agreement, we wrote-off previously unamortized debt issuance costs of $1.5 million within gain/(loss) on investments and other, net, in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2019, which resulted in a remaining $14.6 million of previously unamortized costs. We are amortizing these costs over the term of the Credit Agreement. For both the three months ended September 30, 2020 and 2019, $1.2 million was recognized in the accompanying condensed consolidated statements of operations related to the amortization of debt issuance costs. For the nine months ended September 30, 2020 and 2019, $3.7 million and $3.8 million, respectively, were recognized in the accompanying condensed consolidated statements of operations related to the amortization of debt issuance costs. 7.55% Senior Debentures In April 1998, we issued $100.0 million in aggregate principal amount of 7.55% senior debentures due 2028. The indentures governing these debentures, as amended, contain limited restrictions on us. Interest Rate Swaps We have entered into amortizing interest rate swaps (“Swaps”) in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the one-month LIBOR. The notional balances, terms and maturities of our Swaps are designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our senior term debt. As of September 30, 2020, the Swaps have a combined remaining notional balance of $1.2 billion, a weighted average fixed interest rate of 2.40% (rates range from 0.66% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease based on our expectations of the level of variable rate debt to be in effect in future periods. Currently, we have scheduled notional amounts of approximately $1.2 billion through September 2021, then $1.1 billion and $1.0 billion through August 2022, and $496.8 million and $465.0 million through December 2025. Approximate weighted average fixed interest rates for the aforementioned time periods are 2.59%, 2.77%, and 2.64%, respectively. We have designated the Swaps as cash flow hedges. The estimated fair values of these cash flow hedges are recorded in prepaid expenses and other current assets or other assets as well as accounts payable and other accrued expenses or other liabilities in the accompanying condensed consolidated balance sheets. As of September 30, 2020, the estimated fair value of these cash flow hedges resulted in a liability of $87.7 million, of which $3.5 million was recorded within accounts payable and other accrued expenses. As of December 31, 2019, the estimated fair value of these cash flow hedges resulted in an asset of $0.6 million which was recorded within prepaid expenses and other current assets, as well as a liability of $47.7 million recorded within other liabilities. Unrealized gains of $7.9 million (net of $2.6 million in deferred taxes) and unrealized losses of $8.1 million (net of $2.7 million in deferred taxes) for the three months ended September 30, 2020 and 2019, respectively, were recognized in other comprehensive loss related to the Swaps. Unrealized losses of $30.5 million (net of $10.1 million in deferred taxes) and $41.4 million (net of $13.8 million in deferred taxes) for the nine months ended September 30, 2020 and 2019, respectively, were recognized in other comprehensive loss related to the Swaps. As a result of our Swap activity, for the three months ended September 30, 2020 and 2019, included within interest expense, on a pre-tax basis, we recognized interest expense of $7.1 million and interest income of $0.7 million, respectively. For the nine months ended September 30, 2020 and 2019, included within interest expense, on a pre-tax basis, we recognized interest expense of $14.3 million and interest income of $4.0 million, respectively. Estimated net losses included in accumulated other comprehensive loss related to the Swaps as of September 30, 2020, that will be reclassified into earnings as interest expense over the next 12 months, utilizing September 30, 2020 LIBOR, is estimated to be $16.0 million, on a pre-tax basis. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The market approach is applied for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value balances are classified based on the observability of those inputs. A fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 2 measurements utilize observable inputs in active markets for similar assets and liabilities, or, quoted prices in markets that are not active. In estimating fair value, we used the following methods and assumptions: Cash and Cash Equivalents For cash and cash equivalents, the carrying value is a reasonable estimate of fair value due to the short-term nature of the instruments. Restricted Cash Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. We deem the carrying value to be a reasonable estimate of fair value due to the nature of these instruments. Other Investments Other investments are currently comprised of a minority equity investment in a foreign enterprise which we measure at cost and adjust to fair value on a quarterly basis when there are observable price changes in orderly transactions for the identical, or similar, investments. Changes in fair value are recorded within gain/(loss) on investments and other, net, in our condensed consolidated statements of operations. Contingent Consideration The fair value of our contingent consideration was estimated using the Monte-Carlo simulation model, which relies on significant assumptions and estimates including discount rates and future market conditions, among others. Long-Term Debt The fair value of debt was estimated based on the current rates available to us for similar debt of the same remaining maturities and consideration of our default and credit risk. Swaps The fair values of the Swaps were estimated based on market-value quotes received from the counterparties to the agreements. The fair values of our financial instruments as of September 30, 2020 are presented in the following table: (in thousands) Fair Value Measurements Using As of September 30, 2020 Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 302,329 $ — $ — $ 302,329 Restricted cash 8,719 1,785 — 10,504 Other investments — 3,279 — 3,279 Total $ 311,048 $ 5,064 $ — $ 316,112 Financial Liabilities: Total debt $ — $ 1,590,260 $ — $ 1,590,260 Total $ — $ 1,590,260 $ — $ 1,590,260 Derivatives: Liability for Swaps $ — $ 87,725 $ — $ 87,725 As of December 31, 2019 Financial Assets: Cash and cash equivalents $ 104,162 $ — $ — $ 104,162 Restricted cash 9,791 726 — 10,517 Other investments — 1,898 — 1,898 Total $ 113,953 $ 2,624 $ — $ 116,577 Financial Liabilities: Total debt $ — $ 1,690,731 $ — $ 1,690,731 Total $ — $ 1,690,731 $ — $ 1,690,731 Derivatives: Asset for Swaps $ — $ 572 $ — $ 572 Liability for Swaps $ — $ 47,691 $ — $ 47,691 For the nine months ended September 30, 2020, we recorded non-cash impairment charges of $1.2 million in property and equipment, net, related to capitalized software within our UWS segment. For the nine months ended September 30, 2019, we recorded non-cash impairment charges of $35.6 million in other intangible assets, net, as well as $12.3 million in property and equipment, net. For both the three months ended September 30, 2020, and 2019, there were no impairments. Both impairments are due to ongoing business transformation activities of our appraisal management company within our UWS segment. The impairments within other intangible assets, net include $32.3 million for client lists and $3.3 million for licenses. The impairments within property and equipment, net relate to capitalized software. All impairments were derived using an undiscounted cash flow methodology. In connection with the 2019 acquisition of National Tax Search, LLC (“NTS”), we entered into a contingent consideration agreement for up to $7.5 million in cash based upon certain revenue targets in fiscal years 2020 and 2021. This contingent consideration has been assessed with no fair value as of September 30, 2020 using the Monte-Carlo simulation model. Due to observable price changes in an inactive market, in the first half of 2019, we recorded a combined unfavorable fair value adjustment of $6.6 million to a minority equity investment, which was recorded within gain/(loss) on investments and other, net in our condensed consolidated statement of operations for the nine months ended September 30, 2019. No adjustments were necessary for the three and nine months ended September 30, 2020. |
Operating Revenues
Operating Revenues | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Operating Revenues | Operating Revenues Operating revenues by solution type consist of the following: (in thousands) PIRM UWS Corporate and Eliminations Consolidated For the Three Months Ended September 30, 2020 Property insights $ 126,325 $ — $ — $ 126,325 Insurance and spatial solutions 49,923 — — 49,923 Flood data solutions — 34,351 — 34,351 Valuation solutions — 58,434 — 58,434 Property tax solutions — 166,858 — 166,858 Other — 3,699 (2,863) 836 Total operating revenue $ 176,248 $ 263,342 $ (2,863) $ 436,727 For the Three Months Ended September 30, 2019 Property insights $ 120,340 $ — $ — $ 120,340 Insurance and spatial solutions 48,739 — — 48,739 Flood data solutions — 22,983 — 22,983 Valuation solutions — 77,426 — 77,426 Property tax solutions — 103,671 — 103,671 Other — 5,058 (2,646) 2,412 Total operating revenue $ 169,079 $ 209,138 $ (2,646) $ 375,571 For the Nine Months Ended September 30, 2020 Property insights $ 359,175 $ — $ — $ 359,175 Insurance and spatial solutions 145,204 — — 145,204 Flood data services — 91,931 — 91,931 Valuation solutions — 182,637 — 182,637 Property tax solutions — 394,799 — 394,799 Other — 11,088 (10,101) 987 Total operating revenue $ 504,379 $ 680,455 $ (10,101) $ 1,174,733 For the Nine Months Ended September 30, 2019 Property insights $ 359,278 $ — $ — $ 359,278 Insurance and spatial solutions 142,576 — — 142,576 Flood data services — 61,572 — 61,572 Valuation solutions — 230,891 — 230,891 Property tax solutions — 282,724 — 282,724 Other — 17,988 (6,997) 10,991 Total operating revenue $ 501,854 $ 593,175 $ (6,997) $ 1,088,032 Property Insights Our property insights solutions combine our patented predictive analytics with our proprietary and contributed data to enable our clients to improve customer acquisition and retention, detect and prevent fraud, improve mortgage transaction cycle time and cost efficiency, identify real estate trends and neighborhood characteristics, track market performance, and increase market share. Our data is comprised of real estate information, incorporating crime, site inspection, neighborhood, document images, and other information from proprietary sources. We also offer verification of applicant income, identity and employment services. We typically license data in one of two forms: bulk data licensing and transactional licensing. Operating revenue for bulk data licensing contracts that provide a stand-ready obligation or include substantive updates to the intellectual property is recognized ratably over the contractual term; otherwise, operating revenue is recognized upon delivery. For transactional licensing, we recognize operating revenue based on usage. Insurance and Spatial Solutions Our insurance and spatial solutions provide originators and property and casualty insurers the ability to more effectively locate, assess and manage property-level assets and risks through location-based data and analytics. We also provide cloud-based property claims workflow technology for property and casualty insurers. The licensed intellectual property data is generally provided to our clients on a subscription or usage basis. For subscription contracts, operating revenue is recognized ratably over the contractual term once initial delivery has occurred. For contracts to provide a license to data which is delivered via report or data file, operating revenue is recognized when the client obtains control of the products, which is upon delivery. Property Tax Solutions Our property tax solutions are built from aggregated property tax information from over 20,000 taxing authorities. We use this information to advise mortgage lenders and servicers of the property tax payment status of loans in their portfolio and to monitor that status over the life of the loans. If a mortgage lender or servicer requires tax payments to be impounded on behalf of its borrowers, we can also facilitate the transfer of these funds to the taxing authorities and provide the lender or servicer with payment confirmation. Property tax processing revenues are primarily comprised of periodic loan fees and life-of-loan fees. For periodic fee arrangements, we generate monthly fees at a contracted rate for as long as we service the loan. For life-of-loan fee arrangements, we charge a one-time fee when the loan is set-up in our tax servicing system. Life-of-loan fees are deferred and recognized ratably over the expected service period of 10 years and adjusted for early loan cancellation. Revenue recognition rates of loan portfolios are regularly analyzed and adjusted monthly to reflect current trends. Valuation Solutions Our valuation solutions represent property valuation-related data driven services and analytics combined with collateral valuation workflow technologies which assist our clients in assessing risk of loss using both traditional and alternative forms of property valuation, driving process efficiencies as well as ensuring compliance with lender and governmental regulations. We provide collateral information technology and solutions that automate property appraisal ordering, tracking, documentation and review for lender compliance with government regulations. Revenue for the property appraisal service is recognized when the appraisal service is performed and delivered to the client. In addition, to the extent that we provide continuous access to the hosted software platform, we recognize operating revenue over the term of the arrangement. Flood Data Solutions Our flood data solutions provide flood zone determinations primarily to mortgage lenders in accordance with US Federal legislation passed in 1994, which requires that most lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain applicable updates during the life of the loan if contracted to do so. We also provide flood zone determinations to insurance companies. We generally recognize operating revenue upon delivery of the initial determination. If contracted for life of loan monitoring, we recognize operating revenue over the estimated service period, as adjusted for early loan cancellation. Contract Costs Incremental costs to obtain or fulfill client contracts are recognized as an asset. As of September 30, 2020, we had $13.0 million of current deferred contract costs which are presented in prepaid expenses and other current assets, as well as $23.4 million of long-term deferred contract costs which are presented in other assets in our condensed consolidated balance sheet. As of December 31, 2019, we had $9.8 million of current deferred contract costs which are presented in prepaid expenses and other current assets as well as $23.1 million of long-term deferred contract costs which are presented in other assets in our consolidated balance sheet. Our deferred contract costs primarily include certain set-up and acquisition costs related to property tax solutions, which amortize ratably over an expected 10-year life, adjusted for early loan cancellations. For the three months ended September 30, 2020 and 2019, we recorded amortization associated with deferred contract costs of $5.6 million and $3.4 million, respectively, and $13.9 million and $9.8 million, respectively, for the nine months ended September 30, 2020 and 2019. Contract Liabilities We record a contract liability when amounts are invoiced, which is generally prior to the satisfaction of the performance obligation. For property tax solutions, we invoice upfront fees to clients for services to be performed over time. For property insights and insurance and spatial solutions we invoice quarterly and annually, commencing upon execution of the contracts or at the beginning of the license term, as applicable. As of September 30, 2020, we had $986.9 million in contract liabilities compared to $883.8 million as of December 31, 2019. The overall change of $103.1 million in contract liability balances is primarily due to $632.4 million of new deferred billings in the current year, partially offset by $530.2 million of operating revenue recognized, of which $292.8 million related to contracts previously deferred, and other increases of $0.9 million. Remaining Performance Obligations The majority of our arrangements are between one Note 1 - Basis for Condensed Consolidated Financial Statements . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation We currently issue equity awards under the CoreLogic, Inc. 2018 Performance Incentive Plan (the “Plan”), which was approved by our stockholders at our Annual Meeting held in May 2018. The Plan includes the ability to grant share-based instruments such as RSUs, PBRSUs, and stock options. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2011 Performance Incentive Plan, as amended, which was preceded by the CoreLogic, Inc. 2006 Incentive Plan. The Plan provides for up to 15,139,084 shares of the Company's common stock to be available for award grants. We have primarily utilized RSUs and PBRSUs as our share-based compensation instruments for employees and directors. The fair value of any share-based compensation instrument grant is based on the market value of our common stock on the date of grant and is recognized as compensation expense over its vesting period. Restricted Stock Units For the nine months ended September 30, 2020 and 2019, we awarded 777,139 and 640,339 RSUs, respectively, with an estimated grant-date fair value of $28.8 million and $23.5 million, respectively. The RSU awards will vest ratably over 3 years. RSU activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested RSUs outstanding at December 31, 2019 1,032 $ 39.84 RSUs granted 777 $ 37.10 RSUs vested (524) $ 40.51 RSUs forfeited (47) $ 36.53 Unvested RSUs outstanding at September 30, 2020 1,238 $ 37.98 As of September 30, 2020, there was $29.7 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.7 years. The fair value of RSU awards is based on the market value of our common stock on the date of grant. Performance-Based Restricted Stock Units For the nine months ended September 30, 2020 and 2019, we awarded 321,014 and 203,464 PBRSUs, respectively, with an estimated grant-date fair value of $13.0 million and $7.5 million, respectively. These awards are generally subject to service-based, performance-based, and market-based vesting conditions. The service and performance period for the 2020 PBRSU grants is from January 2020 to December 2022 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition. The performance and service period for the 2019 PBRSUs is from January 2019 to December 2021 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition. The fair value of PBRSU awards are based on the market value of our common stock on the date of grant. For PBRSUs with market-based vesting conditions, we also use the Monte-Carlo simulation with the following weighted-average assumptions: For the Nine Months Ended September 30, 2020 2019 Expected dividend yield (1) — % — % Risk-free interest rate (2) 0.60 % 2.44 % Expected volatility (3) 32.53 % 28.24 % Average total stockholder return (3) (21.47) % 17.15 % (1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends. (2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) The expected volatility and average total stockholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. Additionally, within our outstanding unvested PBRSUs shown in the table below, there are prior year grants which do not include market-based conditions, but instead have adjusted EBITDA margin or organic revenue growth rate as the performance metric. PBRSU activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested PBRSUs outstanding at December 31, 2019 636 $ 42.62 PBRSUs granted 321 $ 40.64 PBRSUs vested (184) $ 39.50 PBRSUs forfeited (29) $ 44.77 Unvested PBRSUs outstanding at September 30, 2020 744 $ 42.58 As of September 30, 2020, there was $20.1 million of total unrecog n ized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.7 years. Stock Options Prior to 2015, we issued stock options as incentive compensation for certain employees. Option activity for the nine months ended September 30, 2020 is as follows: (in thousands, except weighted-average price) Number of Weighted-Average Weighted-Average Aggregate Options outstanding at December 31, 2019 479 $ 19.59 Options exercised (82) $ 18.34 Options outstanding at September 30, 2020 397 $ 19.84 1.9 $ 19,024 As of September 30, 2020, there was no unrecognized compensation cost related to unvested stock options. The intrinsic value of options exercised was $2.9 million and $1.4 million for the nine months ended September 30, 2020 and 2019, respectively. This intrinsic value represents the difference between the fair market value of our common stock on the date of exercise and the exercise price of each option. Employee Stock Purchase Plan The employee stock purchase plan allows eligible employees to purchase our common stock at 85.0% of the lesser of the closing price on the first day or the last day of each quarter. Our employee stock purchase plan was approved by our stockholders at our 2012 annual meeting of stockholders and the first offering period commenced in October 2012. We recognize an expense for the amount equal to the estimated fair value of the discount during each offering period. The following table sets forth the share-based compensation expense recognized for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2020 2019 2020 2019 RSUs $ 6,378 $ 4,521 $ 17,446 $ 17,063 PBRSUs 5,468 3,893 14,264 7,390 Stock options — — — — Employee stock purchase plan 700 392 2,188 1,565 $ 12,546 $ 8,806 $ 33,898 $ 26,018 The table above includes $1.1 million and $0.5 million of share-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2020 and 2019, respectively, and $2.2 million and $1.7 million for the nine months ended September 30, 2020 and 2019, respectively. Additionally, we recognized $0.3 million of share-based compensation expense for both the three months ended September 30, 2020 and 2019, and $0.8 million for both the nine months ended September 30, 2020 and 2019, reported within income/(loss) from discontinued operations. |
Litigation and Regulatory Conti
Litigation and Regulatory Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Regulatory Contingencies | Litigation and Regulatory Contingencies We have been named in various lawsuits and we are from time to time subject to audit or investigation by governmental agencies arising in the ordinary course of business. With respect to matters where we determine that a loss is both probable and reasonably estimable, we record a liability representing our best estimate of the financial exposure based on known facts. For matters where a settlement has been reached, we record the expected amount of such settlements. With respect to audits, investigations or lawsuits that are ongoing, although their final dispositions are not yet determinable, we do not believe that the ultimate resolution of such matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. The actual outcome of such matters could differ materially from management’s estimates. We record expenses for legal fees as incurred. As of September 30, 2020 our accrual for litigation and regulatory contingencies was immaterial. Fair Credit Reporting Act Class Actions In July 2017, Rental Property Solutions, LLC (“RPS”) was named as a defendant in Claudinne Feliciano, et. al., v. CoreLogic SafeRent, LLC, a putative class action lawsuit in the US District Court for the Southern District of New York. The named plaintiff alleges that RPS prepared a background screening report about her that contained a record of a New York Housing Court action without noting that the action had previously been dismissed. On this basis, she seeks damages under the Fair Credit Reporting Act and the New York Fair Credit Reporting Act on behalf of herself and a class of similarly situated consumers with respect to reports issued during the period of July 2015 to the present. In July 2019, the District Court issued an order certifying a class of approximately 2,000 consumers. In June 2020, we reached an agreement to resolve the case. The settlement has been preliminarily approved by the District Court, and a final approval hearing is scheduled for February 23, 2021. The settlement amount was recorded during the quarter ended June 30, 2020. In May 2020, Rental Property Solutions, LLC (“RPS”) was named as a defendant in Terry Brown v. CoreLogic Rental Property Solutions, LLC, a putative class action lawsuit filed in the US District Court for the Eastern District of Virginia. The named plaintiff alleges that RPS prepared a background screening report about him that included a sex offender record that did not relate to him. He seeks damages under the Fair Credit Reporting Act on behalf of himself and a class of similarly situated consumers, as well as a subclass of consumers for whom misattributed sex offender records were removed following a dispute. The Company intends to vigorously defend itself in the litigation. In June 2020, CoreLogic Credco, LLC (“Credco”) was named as a defendant in Marco Fernandez v. CoreLogic Credco, LLC, a putative class action lawsuit filed in California Superior Court in San Diego County. The named plaintiff alleges that Credco provided a lender with a consumer report about him that erroneously indicated he is on the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons (“OFAC List”). He further alleges that Credco failed to provide him with a copy of the OFAC List designation upon request, failed to notify him of what entities had received such a notification in the past, and failed to respond to his effort to dispute the item. He seeks to represent three classes and four subclasses based upon these allegations, and asserts seven claims under the Fair Credit Reporting Act, the California Credit Reporting Agencies Act, and California’s Unfair Competition law. The Company has removed the case to the US District Court for the Southern District of California, and intends to vigorously defend itself in the litigation. Separation Following the separation of the financial services businesses of our predecessor company, The First American Corporation (“FAC”) on June 1, 2010 (the “Separation”), we are responsible for a portion of First American Financial Corporation's ("FAFC") contingent and other corporate liabilities. In the Separation and Distribution Agreement we entered into in connection with the Separation, we agreed with FAFC to share equally in the cost of resolution of a small number of corporate-level lawsuits, including certain consolidated securities litigation matters from which we have since been dropped. There were no liabilities incurred in connection with the consolidated securities matters. Responsibility to manage each case has been assigned to either FAFC or us, with the managing party required to update the other party regularly and consult with each other prior to certain important decisions, such as settlement. The managing party will also have primary responsibility for determining the ultimate total liability, if any, related to the applicable case. We will record our share of any such liability when the responsible party determines a reserve is necessary. As of September 30, 2020, no reserves were considered necessary. In addition, the Separation and Distribution Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of FAC's financial services business with FAFC, and financial responsibility for the obligations and liabilities of FAC's information solutions business with us. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless the other party, its respective affiliates and subsidiaries and each of its respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with the liabilities each such party assumed or retained pursuant to the Separation. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for income taxes as a percentage of income from continuing operations before equity in earnings of affiliates and income taxes was a benefit of 10.4% and and provision of 27.1% for the three months ended September 30, 2020 and 2019, respectively, and a provision of 10.0% and a benefit of 718.7% for the nine months ended September 30, 2020 and 2019, respectively. During the quarter ended September 30, 2020, the Internal Revenue Service ("IRS") concluded their examination of our 2010 to 2012 income tax returns resulting in the recognition of a discrete tax benefit of approximately $24 million, inclusive of anticipated interest and state taxes. For the three months ended September 30, 2020, when compared to the same period for 2019, the change in the effective income tax rate was primarily due to the benefit recorded in relation to the settlement of the IRS examination in 2020. For the nine months ended September 30, 2020, when compared to the same period for 2019, the change in the effective income tax rate was primarily due to the benefit recorded in relation to the settlement of the IRS examination in 2020 as compared to a smaller nonrecurring benefit recorded in 2019 related to the reversal of state tax reserves. We are currently under examination for the year 2016 by the IRS, our primary taxing authority, and for other years by various other taxing authorities. It is reasonably possible the amount of the unrecognized benefits could be significantly impacted which would have an impact on net income. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a reconciliation of net income per share: For the Three Months Ended September 30, For the Nine Months Ended Sep 30, 2020 2019 2020 2019 (in thousands, except per share amounts) Numerator for basic and diluted net income per share: Net income from continuing operations $ 102,467 $ 31,668 $ 177,820 $ 8,225 Income/(loss) from discontinued operations, net of tax 10,679 (8,485) 28,149 11,073 Net income $ 113,146 $ 23,183 $ 205,969 $ 19,298 Denominator: Weighted-average shares for basic income/(loss) per share 79,467 79,761 79,300 80,138 Dilutive effect of stock options and RSUs 1,935 1,153 1,836 1,067 Weighted-average shares for diluted income/(loss) per share 81,402 80,914 81,136 81,205 Income/(loss) per share Basic: Net income from continuing operations $ 1.29 $ 0.40 $ 2.24 $ 0.10 Income/(loss) from discontinued operations, net of tax 0.13 (0.11) 0.35 0.14 Net income $ 1.42 $ 0.29 $ 2.59 $ 0.24 Diluted: Net income from continuing operations $ 1.26 $ 0.39 $ 2.19 $ 0.10 Income/(loss) from discontinued operations, net of tax 0.13 (0.10) 0.35 0.14 Net income $ 1.39 $ 0.29 $ 2.54 $ 0.24 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In January 2020, we acquired the remaining 66% of Location for $11.5 million, subject to certain working capital adjustments. Location is a leading provider of geographic location indicators for crime and non-weather related events connected to underwriting risk assessment. This acquisition further progresses our long-term strategic plan by adding scale to our insurance and spatial businesses. Location is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have preliminarily recorded proprietary technology of $6.0 million with an estimated useful life of 10 years, client lists of $0.3 million with an estimated useful life of 5 years, trademarks of $0.8 million with an estimated useful life of 8 years, non-compete agreements of $0.4 million with an estimated useful life of 5 years, and goodwill of $12.6 million. For the nine months ended September 30, 2020, goodwill increased by $0.3 million as a result of a change in the purchase price allocation for certain working capital adjustments. In connection with this acquisition, we remeasured our then-existing 34% investment ownership in Location which resulted in a $0.6 million step-up gain that we recorded within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the nine months ended September 30, 2020. In August 2019, we completed the acquisition of NTS for $15.0 million, subject to certain working capital adjustments, and up to $7.5 million to be paid in cash by 2022, contingent upon the achievement of certain revenue targets in fiscal years 2020 and 2021 (see Note 6 - Fair Value for further details). NTS is a leading provider of commercial property tax payment services and specializes in identifying potential collateral loss related to unpaid property tax, homeowners association fees, and inaccurate flood zone determinations. The NTS acquisition increases our commercial property information offerings and is expected to drive future growth in the US. NTS is included as a component of our UWS segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We recorded client lists of $5.0 million with an estimated useful life of 10 years, proprietary technology of $3.3 million with an estimated useful life of 7 years, trademarks of $1.0 million with an estimated useful life of 7 years, non-compete agreements of $0.3 million with an estimated useful life of 5 years, contract liabilities of $2.5 million, and goodwill of $5.5 million, all of which is deductible for tax purposes. For the nine months ended September 30, 2020, goodwill increased by less than $0.1 million as a result of a change in the purchase price allocation for certain working capital adjustments. These business combinations did not have a material impact on our condensed consolidated statements of operations. There was $0.1 million of acquisition-related costs within selling, general and administrative expenses on our condensed consolidated statements of operations for both the three months ended September 30, 2020 and 2019, and $0.1 million and $0.3 million of these costs for the nine months ended September 30, 2020 and 2019, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have organized into two reportable segments: PIRM and UWS. Property Intelligence & Risk Management Solutions . Our PIRM segment combines property information, mortgage information, and consumer information to deliver unique housing market and property-level insights, predictive analytics and risk management capabilities. We have also developed proprietary technology and software platforms to access, automate, and track this information and assist our clients with decision-making and compliance tools in the real estate industry, and insurance industry. We deliver this information directly to our clients in a standard format over the web, through hosted software platforms, or in bulk data form. Our PIRM solutions include property insights and insurance and spatial solutions in North America, Western Europe, and Asia Pacific. The segment's primary clients are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, MLS companies, property and casualty insurance companies, title insurance companies, government agencies, and government-sponsored enterprises. The operating results of our PIRM segment included intercompany revenues of $2.3 million and $1.9 million for the three months ended September 30, 2020 and 2019, respectively, and $8.2 million and $4.4 million for the nine months ended September 30, 2020 and 2019, respectively. The segment also included intercompany expenses of $0.6 million and $0.8 million for the three months ended September 30, 2020 and 2019, respectively, and $1.9 million and $2.6 million for the nine months ended September 30, 2020 and 2019, respectively. Underwriting & Workflow Solutions. Our UWS segment combines property and mortgage to provide comprehensive mortgage origination and monitoring solutions, including, underwriting-related solutions, and data-enabled valuations and appraisals. We have also developed proprietary technology and software platforms to access, automate, and track this information, and assist our clients with vetting and onboarding prospects, meeting compliance regulations and understanding, evaluating, and monitoring property values. Our UWS solutions include property tax solutions, valuation solutions, and flood data solutions in North America. The segment’s primary clients are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, fixed-income investors, government agencies, and property and casualty insurance companies. The operating results of our UWS segment included intercompany revenues of $0.6 million and $0.8 million for the three months ended September 30, 2020 and 2019, respectively, and $1.9 million and $2.6 million for the nine months ended September 30, 2020 and 2019, respectively. The segment also included intercompany expenses of $0.9 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively, and $2.7 million and $3.5 million for the nine months ended September 30, 2020 and 2019, respectively. We also separately report on our corporate and eliminations. Corporate consists primarily of corporate personnel and other expenses associated with our corporate functions and facilities, investment gains and losses, equity in earnings/(losses) of affiliates, net of tax, and interest expense. The results of our Corporate segment included intercompany expenses of $1.5 million and $5.6 million for the three and nine months ended September 30, 2020, respectively, and $0.9 million for both the three and nine months ended September 30, 2019. Selected financial information by reportable segment related to our continuing operations is as follows: (in thousands) Operating Revenues Depreciation and Amortization Operating Income/(Loss) Equity in Earnings/(Losses) of Affiliates, Net of Tax Net Income/(Loss) From Continuing Operations Capital Expenditures For the Three Months Ended September 30, 2020 PIRM $ 176,248 $ 23,474 $ 22,670 $ 1,013 $ 58,325 $ 16,957 UWS 263,342 12,017 124,699 — 124,834 2,366 Corporate — 8,119 (74,186) (42) (80,692) 5,768 Eliminations (2,863) — — — — — Consolidated (excluding discontinued operations) $ 436,727 $ 43,610 $ 73,183 $ 971 $ 102,467 $ 25,091 For the Three Months Ended September 30, 2019 PIRM $ 169,079 $ 23,061 $ 18,375 $ 762 $ 19,366 $ 10,706 UWS 209,138 11,800 70,831 (4) 70,642 1,942 Corporate — 7,528 (27,339) (151) (58,340) 13,766 Eliminations (2,646) — — — — — Consolidated (excluding discontinued operations) $ 375,571 $ 42,389 $ 61,867 $ 607 $ 31,668 $ 26,414 For the Nine Months Ended September 30, 2020 PIRM $ 504,379 $ 69,833 $ 65,249 $ 2,483 $ 102,451 $ 42,813 UWS 680,455 36,091 281,567 — 281,717 5,891 Corporate — 24,715 (136,229) (624) (206,348) 20,200 Eliminations (10,101) — — — — — Consolidated (excluding discontinued operations) $ 1,174,733 $ 130,639 $ 210,587 $ 1,859 $ 177,820 $ 68,904 For the Nine Months Ended September 30, 2019 PIRM $ 501,854 $ 72,135 $ 44,110 $ 720 $ 38,382 $ 36,767 UWS 593,175 39,391 121,946 (12) 121,745 8,472 Corporate — 21,241 (94,386) (210) (151,902) 33,413 Eliminations (6,997) — — — — — Consolidated (excluding discontinued operations) $ 1,088,032 $ 132,767 $ 71,670 $ 498 $ 8,225 $ 78,652 (in thousands) Assets September 30, 2020 December 31, 2019 PIRM $ 1,851,655 $ 1,932,643 UWS 2,019,299 2,008,233 Corporate 6,185,679 5,950,472 Eliminations (5,870,954) (5,934,053) Consolidated (excluding discontinued operations) $ 4,185,679 $ 3,957,295 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In July 2020, we announced our intentions to pursue the sale of our reseller businesses as these are lower-margin businesses that are highly influenced by vendor pricing. These businesses are comprised of our Credit Solutions and Rental Property Solutions operations. We expect to sell these businesses to unrelated third parties within one year of the quarter ended September 30, 2020. These reseller business were included within the PIRM and UWS segments. For both the three and nine months ended September 30, 2020, we recorded $0.6 million in costs directly related to the sale of these reseller businesses. Each of these businesses is reflected in our accompanying condensed consolidated financial statements as discontinued operations. In September 2014, we completed the sale of our collateral solutions and field services businesses, which were included in the former reporting segment Asset Management and Processing Solutions ("AMPS"). In connection with the sale of our Employer and Litigation Services businesses (“ELI”) in December 2010, we retained certain liabilities and, in September 2016, a jury returned an unfavorable verdict against this discontinued operating unit, which we appealed. In August 2019, the verdict was upheld on appeal. We were unable to secure further review of the appellate decision and paid $23.0 million to satisfy the judgement in December 2019. In October 2020, we consummated the sale of a component of the reseller operations for $9.0 million. Summarized below are certain assets and liabilities classified as discontinued operations as of September 30, 2020 and December 31, 2019: (in thousands) As of September 30, 2020 PIRM UWS AMPS ELI Total Cash and cash equivalents $ 941 $ 1,369 $ — $ — $ 2,310 Accounts receivable 4,304 39,689 — — 43,993 Property and equipment, net 5,257 22,960 — — 28,217 Goodwill, net 29,269 79,931 — — 109,200 Capitalized data and database costs, net 16,643 941 — — 17,584 Other assets 537 5,682 268 — 6,487 Total assets $ 56,951 $ 150,572 $ 268 $ — $ 207,791 Accounts payable and accrued expenses $ 2,460 $ 24,590 $ 240 $ — $ 27,290 Accrued salaries and benefits 487 3,073 — — 3,560 Deferred income tax liabilities 8,206 9,637 — 393 18,236 Other liabilities 389 1,022 — — 1,411 Total liabilities $ 11,542 $ 38,322 $ 240 $ 393 $ 50,497 As of December 31, 2019 Cash and cash equivalents $ 711 $ 313 $ — $ — $ 1,024 Accounts receivable 3,538 30,171 — — 33,709 Income tax receivable — — — 6,166 6,166 Property and equipment, net 4,831 21,520 — — 26,351 Goodwill, net 29,269 79,931 — — 109,200 Capitalized data and database costs, net 17,781 888 — — 18,669 Other assets 598 5,981 268 20 6,867 Total assets $ 56,728 $ 138,804 $ 268 $ 6,186 $ 201,986 Accounts payable and accrued expenses $ 987 $ 15,881 $ 240 $ 22 $ 17,130 Accrued salaries and benefits 785 2,395 — — 3,180 Deferred income tax liabilities 8,206 9,637 — 393 18,236 Other liabilities 456 3,706 — — 4,162 Total liabilities $ 10,434 $ 31,619 $ 240 $ 415 $ 42,708 Summarized below are the components of our income/(loss) from discontinued operations, net of tax for the three and nine months ended September 30, 2020 and 2019: (in thousands) For the Three Months September 30, 2020 PIRM UWS AMPS ELI Total Operating revenues $ 9,904 $ 93,262 $ — $ — $ 103,166 Cost of services (exclusive of depreciation and amortization) 4,711 75,732 — — 80,443 Selling, general and administrative expenses 2,989 4,539 — (1) 7,527 Depreciation and amortization 1,204 957 — — 2,161 Gain on investments and other, net — (1,194) — — (1,194) Income from discontinued operations before income taxes 1,000 13,228 — 1 14,229 Provision for income taxes 250 3,300 — — 3,550 Income from discontinued operations, net of tax $ 750 $ 9,928 $ — $ 1 $ 10,679 For the Three Months September 30, 2019 Operating revenues $ 11,066 $ 72,317 $ — $ — $ 83,383 Cost of services (exclusive of depreciation and amortization) 5,112 58,359 — — 63,471 Selling, general and administrative expenses 2,763 1,913 5 23,129 27,810 Depreciation and amortization 1,953 1,375 — — 3,328 Impairment Loss (1) 78 — — 77 Loss on investments and other, net — 3 — — 3 Income/(loss) from discontinued operations before income taxes 1,239 10,589 (5) (23,129) (11,306) Provision/(benefit) for income taxes 309 2,642 (1) (5,771) (2,821) Income/(loss) from discontinued operations, net of tax $ 930 $ 7,947 $ (4) $ (17,358) $ (8,485) (in thousands) For the Nine Months Ended September 30, 2020 PIRM UWS AMPS ELI Total Operating revenues $ 28,452 $ 258,058 $ — $ — $ 286,510 Cost of services (exclusive of depreciation and amortization) 14,054 211,604 — — 225,658 Selling, general and administrative expenses 9,674 8,816 1 (19) 18,472 Depreciation and amortization 4,906 3,770 — — 8,676 (Gain)/loss on investments and other, net — (3,803) — — (3,803) Income from discontinued operations before income taxes (182) 37,671 (1) 19 37,507 Provision for income taxes (45) 9,398 — 5 9,358 Income from discontinued operations, net of tax $ (137) $ 28,273 $ (1) $ 14 $ 28,149 For the Nine Months Ended September 30, 2019 Operating revenues $ 35,348 $ 212,822 $ — $ — $ 248,170 Cost of services (exclusive of depreciation and amortization) 16,009 171,475 — — 187,484 Selling, general and administrative expenses 8,139 5,373 6 23,252 36,770 Depreciation and amortization 5,791 3,484 — — 9,275 Impairment Loss — 78 — — 78 Gain on investments and other, net — (191) — — (191) Income/(loss) from discontinued operations before income taxes 5,409 32,603 (6) (23,252) 14,754 Provision/(benefit) for income taxes 1,350 8,133 (1) (5,801) 3,681 Income/(loss) from discontinued operations, net of tax $ 4,059 $ 24,470 $ (5) $ (17,451) $ 11,073 |
Basis of Condensed Consolidat_2
Basis of Condensed Consolidated Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Divestiture of Non-Core Businesses | Divestiture of Non-Core Businesses In July 2020, we announced our intention to exit our reseller operations focused on mortgage credit and borrower verification and multi-family tenant screening. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends, revenue mix, and significantly enhance profit margins. As a result of this strategic decision, the businesses have been reflected in our consolidated financial statements as discontinued operations for all periods presented. Please refer to Note 14 - Discontinued Operations for further information. |
Client Concentration | Client Concentration We generate the majority of our operating revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 37% and 29% of our operating revenues for the three months ended September 30, 2020 and 2019, respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues during these periods. Approximately 35% and 26% of our operating revenues for the nine months ended September 30, 2020 and 2019, respectively, were generated from our top ten clients. None of our clients individually accounted for greater than 10% of our operating revenues during these periods. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted CashWe deem the carrying value of cash, cash equivalents, and restricted cash to be a reasonable estimate of fair value due to the nature of these instruments. Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows: |
Operating Revenue Recognition | Operating Revenue Recognition We derive our operating revenues primarily from US mortgage lenders, servicers, and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing, and payment terms. Operating revenue is recognized when the distinct good or service (also referred as "performance obligation"), is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus-margin approach. For products or services where delivery occurs at a point in time, we recognize operating revenue when the client obtains control of the products upon delivery. When delivery occurs over time, we generally recognize operating revenue ratably over the service period, once initial delivery has occurred. For certain of our products or services, clients may also pay upfront fees, which we defer and recognize as operating revenue over the longer of the contractual term or the expected client relationship period. Licensing arrangements that provide our clients with the right to access or use our intellectual property are considered functional licenses for which we generally recognize operating revenue based on usage. For arrangements that provide a stand-ready obligation or substantive updates to the intellectual property which the client is contractually or practically required to use, we recognize operating revenue ratably over the contractual term. Client payment terms are standard with no significant financing components or extended payment terms granted. In limited cases, we allow for client cancellations for which we estimate a reserve at the point-of-sale. See further discussion in Note 7 - Operating Revenues . |
Comprehensive Income | Comprehensive LossComprehensive loss includes all changes in equity except those resulting from investments by stockholders and distributions to stockholders. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and investments are recorded in other comprehensive loss. |
Investment in Affiliates, net | Investment in Affiliates, net Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment, less dividends received. As of September 30, 2020 and December 31, 2019, we had insignificant revenue, expense, accounts receivable, and accounts payable related to our investments in these affiliates. During the three months ended September 30, 2020, we sold our investment in an equity related investment for $45.8 million in cash which resulted in a gain of $35.1 million and is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the three and nine months ended September 30, 2020. In January 2020, we completed the acquisition of the remaining 66% of Location, Inc. ("Location") for $11.5 million, subject to certain working capital adjustments. In connection with this transaction, we remeasured our pre-existing 34% investment balance of $5.6 million to fair value based on the purchase price, resulting in a $0.6 million step-up gain which is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the nine months ended September 30, 2020. See Note 12 - Acquisitions for additional information. Prior to the acquisition of the remaining interest, we accounted for Location under the equity method and received dividends of $0.7 million in the first quarter of 2020. |
Leases | Leases We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. Operating and finance lease assets and liabilities are recorded based on the present value of future lease payments over the lease term which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize our incremental borrowing rate and inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term, which, if applicable, may factor in renewal or termination options. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on a straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease. We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted. |
Dividends | Dividends We record cash dividends as reductions to retained earnings upon declaration, with a corresponding increase to current liabilities, based on common shares outstanding on the record date. In addition, as part of our share-based compensation program, the terms of our restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”) stipulate that holders of these awards are credited with dividend equivalent units on each date that a cash dividend is paid to holders of common stock. These dividend equivalents are subject to the same vesting and performance requirements of the underlying units and therefore are forfeitable (i.e. non-participating). Upon declaration of a dividend, we record dividend equivalents as a reduction to retained earnings, derived from the number of eligible unvested shares, with a corresponding increase to additional paid-in-capital. In December 2019, we announced that our Board of Directors approved the initiation of a quarterly cash dividend to common stockholders. In connection with this announcement, in December 2019, our Board of Directors initiated and declared a cash dividend of $0.22 per common share. As a result, as of December 31, 2019, we recorded a liability of $17.4 million within accounts payable and other accrued expenses, as well as $0.4 million in dividend equivalents reflected in additional paid-in-capital within our accompanying consolidated balance sheets. The dividend declared was paid in January 2020. In April 2020, our Board of Directors announced a cash dividend to common stockholders of $0.22 per share of common stock which was paid in June 2020 to stockholders of record at the close of business on June 1, 2020. |
Tax Escrow Disbursement Arrangements | Tax Escrow Disbursement Arrangements We administer tax escrow disbursements as a service to our clients in connection with our tax services business. Funds to be disbursed are deposited and maintained in segregated accounts for the benefit of our clients and totaled $1.4 billion as of both September 30, 2020 and December 31, 2019. Because these deposits are held on behalf of our clients, they are not our funds and, therefore, are not included in the accompanying condensed consolidated balance sheets. These deposits generally remain in the accounts for a period of two to five business days. We record credits from these activities as a reduction to related administrative expenses, including the cost of bank fees and other administration costs. Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained total claim reserves relating to incorrect disposition of assets of $24.8 million and $22.7 million as of September 30, 2020 and December 31, 2019, respectively. Within these amounts are $10.7 million and $9.8 million, respectively, which are short-term and are therefore reflected within accounts payable and other accrued expenses within our accompanying condensed consolidated balance sheets. The remaining reserves are reflected within other liabilities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform, in connection with the scheduled phase-out of the London interbank offering rate (“LIBOR”) as a reference interest rate. The guidance provides practical expedients and exceptions in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Entities electing the practical expedients will be allowed, among other topics, to account for reference rate modification of debt and receivables prospectively; to not reassess lease classifications and discount rates in reference rate lease modifications; and ease cash-flow hedge effectiveness testing guidelines for hedges affected by reference rate reform. The guidance is effective through December 2022 with adoption permitted as of any date within the aforementioned time frame from the beginning of the selected interim period on a prospective basis. We adopted the guidance in the first quarter of 2020, which has not had a material effect on our condensed consolidated financial statements. In December 2019, as part of a simplification initiative, the FASB issued guidance to remove certain exceptions and added further guidance to simplify the accounting for income taxes. The exceptions that were removed relate to recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods. The guidance reduces the complexity of recognizing deferred taxes for goodwill and allocating taxes to entities of a consolidated group. The guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. We elected to early adopt on January 1, 2020 via the modified retrospective method with a cumulative effect adjustment at the date of initial application, resulting in an increase to retained earnings of $16.8 million. This impact results from the release of a deferred tax liability that had previously been established for the outside basis difference of an equity method investment that later became a subsidiary. In November 2018, the FASB issued guidance to clarify the definition and interaction of collaborative arrangements with previously issued guidance on revenue recognition. This guidance is effective for fiscal years beginning after December 15, 2019 on a retrospective basis to the date of the initial adoption of the revenue standard. We adopted this guidance in the first quarter of 2020, which has not had a material impact on our condensed consolidated financial statements. In August 2018, the FASB issued guidance that amends fair value disclosure requirements. The guidance removes disclosure requirements on the transfers between Level 1 and Level 2 of the fair value hierarchy in addition to the disclosure requirements on the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The guidance clarifies the measurement uncertainty disclosure and adds disclosure requirements for Level 3 unrealized gains and losses and significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019. Entities were permitted to early adopt any removed or modified disclosures upon issuance and delay adoption of the additional disclosures until the effective date. We early adopted the removal of disclosure provisions of the new guidance in 2018 and adopted the measurement uncertainty disclosure and additional Level 3 disclosures in the current year as required. Adoption of this guidance has not had a material impact on our condensed consolidated financial statements. |
Basis of Condensed Consolidat_3
Basis of Condensed Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows: (in thousands) September 30, 2020 September 30, 2019 Cash and cash equivalents $ 302,329 $ 86,695 Restricted cash included in other assets 10,129 11,616 Restricted cash included in prepaid expenses and other current assets 375 2,002 Total cash, cash equivalents, and restricted cash $ 312,833 $ 100,313 |
Schedule of Accumulated Other Comprehensive Loss | The following table shows the components of accumulated other comprehensive loss, net of taxes, as of September 30, 2020 and December 31, 2019: (in thousands) 2020 2019 Cumulative foreign currency translation $ (123,714) $ (122,503) Cumulative supplemental benefit plans (8,881) (8,917) Net unrecognized losses on interest rate swaps (65,838) (35,296) Reclassification adjustment for gain on terminated interest rate swap included in net income — (67) Accumulated other comprehensive loss $ (198,433) $ (166,783) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of September 30, 2020 and December 31, 2019 consists of the following: (in thousands) 2020 2019 Land $ 7,476 $ 7,476 Buildings 6,487 6,487 Furniture and equipment 68,362 74,043 Capitalized software 843,638 819,828 Leasehold improvements 50,334 48,811 Construction in progress 276 3,064 976,573 959,709 Less accumulated depreciation (569,345) (535,039) Property and equipment, net $ 407,228 $ 424,670 |
Goodwill, Net (Tables)
Goodwill, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by reporting unit, for the nine months ended September 30, 2020 is as follows: (in thousands) PIRM UWS Consolidated Balance as of January 1, 2020 Goodwill $ 1,078,225 $ 1,216,196 $ 2,294,421 Accumulated impairment losses (600) (6,925) (7,525) Goodwill, net 1,077,625 1,209,271 2,286,896 Measurement period adjustments — 8 8 Acquisition 12,584 — 12,584 Translation adjustments (612) — (612) Balance as of September 30, 2020 Goodwill, net $ 1,089,597 $ 1,209,279 $ 2,298,876 In connection with our intent to exit our reseller businesses, we have reclassified $29.3 million and $79.9 million of goodwill, net, from our Property Intelligence and Risk Managements Solutions (“PIRM”) and Underwriting and Workflow Solutions (“UWS”) segments, respectively, to assets of discontinued operations as of September 30, 2020. See Note 14 - Discontinued Operations |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | Other intangible assets, net consists of the following: September 30, 2020 December 31, 2019 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Client lists $ 640,155 $ (364,295) $ 275,860 $ 645,770 $ (340,168) $ 305,602 Non-compete agreements 26,755 (20,233) 6,522 26,409 (16,249) 10,160 Tradenames and licenses 126,913 (74,932) 51,981 126,405 (66,538) 59,867 $ 793,823 $ (459,460) $ 334,363 $ 798,584 $ (422,955) $ 375,629 |
Schedule of Expected Amortization Expense | Estimated amortization expense for other intangible assets, net is as follows: (in thousands) Remainder of 2020 $ 14,294 2021 53,770 2022 51,953 2023 43,642 2024 37,303 Thereafter 133,401 $ 334,363 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our long-term debt consists of the following: September 30, 2020 December 31, 2019 (in thousands) Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net Bank debt: Term loan facility borrowings due May 2024, weighted-average interest rate of 1.91% as of September 30, 2020 $ 1,572,000 $ (12,242) $ 1,559,758 $ 1,672,188 $ (14,868) $ 1,657,320 Revolving line of credit borrowings due May 2024, weighted-average interest rate of 1.91% as of September 30, 2020 — (5,342) (5,342) — (6,425) (6,425) Notes: 7.55% senior debentures due April 2028 9,531 (24) 9,507 9,524 (26) 9,498 Other debt: Various debt instruments with maturities through March 2024 6,244 — 6,244 6,167 — 6,167 Total long-term debt 1,587,775 (17,608) 1,570,167 1,687,879 (21,319) 1,666,560 Less current portion of long-term debt 21,382 — 21,382 56,022 — 56,022 Long-term debt, net of current portion $ 1,566,393 $ (17,608) $ 1,548,785 $ 1,631,857 $ (21,319) $ 1,610,538 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | (in thousands) Fair Value Measurements Using As of September 30, 2020 Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 302,329 $ — $ — $ 302,329 Restricted cash 8,719 1,785 — 10,504 Other investments — 3,279 — 3,279 Total $ 311,048 $ 5,064 $ — $ 316,112 Financial Liabilities: Total debt $ — $ 1,590,260 $ — $ 1,590,260 Total $ — $ 1,590,260 $ — $ 1,590,260 Derivatives: Liability for Swaps $ — $ 87,725 $ — $ 87,725 As of December 31, 2019 Financial Assets: Cash and cash equivalents $ 104,162 $ — $ — $ 104,162 Restricted cash 9,791 726 — 10,517 Other investments — 1,898 — 1,898 Total $ 113,953 $ 2,624 $ — $ 116,577 Financial Liabilities: Total debt $ — $ 1,690,731 $ — $ 1,690,731 Total $ — $ 1,690,731 $ — $ 1,690,731 Derivatives: Asset for Swaps $ — $ 572 $ — $ 572 Liability for Swaps $ — $ 47,691 $ — $ 47,691 |
Operating Revenues (Tables)
Operating Revenues (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Operating revenues by solution type consist of the following: (in thousands) PIRM UWS Corporate and Eliminations Consolidated For the Three Months Ended September 30, 2020 Property insights $ 126,325 $ — $ — $ 126,325 Insurance and spatial solutions 49,923 — — 49,923 Flood data solutions — 34,351 — 34,351 Valuation solutions — 58,434 — 58,434 Property tax solutions — 166,858 — 166,858 Other — 3,699 (2,863) 836 Total operating revenue $ 176,248 $ 263,342 $ (2,863) $ 436,727 For the Three Months Ended September 30, 2019 Property insights $ 120,340 $ — $ — $ 120,340 Insurance and spatial solutions 48,739 — — 48,739 Flood data solutions — 22,983 — 22,983 Valuation solutions — 77,426 — 77,426 Property tax solutions — 103,671 — 103,671 Other — 5,058 (2,646) 2,412 Total operating revenue $ 169,079 $ 209,138 $ (2,646) $ 375,571 For the Nine Months Ended September 30, 2020 Property insights $ 359,175 $ — $ — $ 359,175 Insurance and spatial solutions 145,204 — — 145,204 Flood data services — 91,931 — 91,931 Valuation solutions — 182,637 — 182,637 Property tax solutions — 394,799 — 394,799 Other — 11,088 (10,101) 987 Total operating revenue $ 504,379 $ 680,455 $ (10,101) $ 1,174,733 For the Nine Months Ended September 30, 2019 Property insights $ 359,278 $ — $ — $ 359,278 Insurance and spatial solutions 142,576 — — 142,576 Flood data services — 61,572 — 61,572 Valuation solutions — 230,891 — 230,891 Property tax solutions — 282,724 — 282,724 Other — 17,988 (6,997) 10,991 Total operating revenue $ 501,854 $ 593,175 $ (6,997) $ 1,088,032 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | RSU activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested RSUs outstanding at December 31, 2019 1,032 $ 39.84 RSUs granted 777 $ 37.10 RSUs vested (524) $ 40.51 RSUs forfeited (47) $ 36.53 Unvested RSUs outstanding at September 30, 2020 1,238 $ 37.98 |
Schedule of Share-based Payment Award, Performance-Based Units, Valuation Assumptions | market-based vesting conditions, we also use the Monte-Carlo simulation with the following weighted-average assumptions: For the Nine Months Ended September 30, 2020 2019 Expected dividend yield (1) — % — % Risk-free interest rate (2) 0.60 % 2.44 % Expected volatility (3) 32.53 % 28.24 % Average total stockholder return (3) (21.47) % 17.15 % (1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends. (2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) The expected volatility and average total stockholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. |
Schedule of Other Share-based Compensation, Activity | PBRSU activity for the nine months ended September 30, 2020 is as follows: Number of Shares Weighted-Average (in thousands, except weighted-average fair value prices) Unvested PBRSUs outstanding at December 31, 2019 636 $ 42.62 PBRSUs granted 321 $ 40.64 PBRSUs vested (184) $ 39.50 PBRSUs forfeited (29) $ 44.77 Unvested PBRSUs outstanding at September 30, 2020 744 $ 42.58 |
Schedule of Share-based Compensation, Stock Options, Activity | Option activity for the nine months ended September 30, 2020 is as follows: (in thousands, except weighted-average price) Number of Weighted-Average Weighted-Average Aggregate Options outstanding at December 31, 2019 479 $ 19.59 Options exercised (82) $ 18.34 Options outstanding at September 30, 2020 397 $ 19.84 1.9 $ 19,024 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table sets forth the share-based compensation expense recognized for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2020 2019 2020 2019 RSUs $ 6,378 $ 4,521 $ 17,446 $ 17,063 PBRSUs 5,468 3,893 14,264 7,390 Stock options — — — — Employee stock purchase plan 700 392 2,188 1,565 $ 12,546 $ 8,806 $ 33,898 $ 26,018 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Reconciliation | The following is a reconciliation of net income per share: For the Three Months Ended September 30, For the Nine Months Ended Sep 30, 2020 2019 2020 2019 (in thousands, except per share amounts) Numerator for basic and diluted net income per share: Net income from continuing operations $ 102,467 $ 31,668 $ 177,820 $ 8,225 Income/(loss) from discontinued operations, net of tax 10,679 (8,485) 28,149 11,073 Net income $ 113,146 $ 23,183 $ 205,969 $ 19,298 Denominator: Weighted-average shares for basic income/(loss) per share 79,467 79,761 79,300 80,138 Dilutive effect of stock options and RSUs 1,935 1,153 1,836 1,067 Weighted-average shares for diluted income/(loss) per share 81,402 80,914 81,136 81,205 Income/(loss) per share Basic: Net income from continuing operations $ 1.29 $ 0.40 $ 2.24 $ 0.10 Income/(loss) from discontinued operations, net of tax 0.13 (0.11) 0.35 0.14 Net income $ 1.42 $ 0.29 $ 2.59 $ 0.24 Diluted: Net income from continuing operations $ 1.26 $ 0.39 $ 2.19 $ 0.10 Income/(loss) from discontinued operations, net of tax 0.13 (0.10) 0.35 0.14 Net income $ 1.39 $ 0.29 $ 2.54 $ 0.24 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Selected financial information by reportable segment related to our continuing operations is as follows: (in thousands) Operating Revenues Depreciation and Amortization Operating Income/(Loss) Equity in Earnings/(Losses) of Affiliates, Net of Tax Net Income/(Loss) From Continuing Operations Capital Expenditures For the Three Months Ended September 30, 2020 PIRM $ 176,248 $ 23,474 $ 22,670 $ 1,013 $ 58,325 $ 16,957 UWS 263,342 12,017 124,699 — 124,834 2,366 Corporate — 8,119 (74,186) (42) (80,692) 5,768 Eliminations (2,863) — — — — — Consolidated (excluding discontinued operations) $ 436,727 $ 43,610 $ 73,183 $ 971 $ 102,467 $ 25,091 For the Three Months Ended September 30, 2019 PIRM $ 169,079 $ 23,061 $ 18,375 $ 762 $ 19,366 $ 10,706 UWS 209,138 11,800 70,831 (4) 70,642 1,942 Corporate — 7,528 (27,339) (151) (58,340) 13,766 Eliminations (2,646) — — — — — Consolidated (excluding discontinued operations) $ 375,571 $ 42,389 $ 61,867 $ 607 $ 31,668 $ 26,414 For the Nine Months Ended September 30, 2020 PIRM $ 504,379 $ 69,833 $ 65,249 $ 2,483 $ 102,451 $ 42,813 UWS 680,455 36,091 281,567 — 281,717 5,891 Corporate — 24,715 (136,229) (624) (206,348) 20,200 Eliminations (10,101) — — — — — Consolidated (excluding discontinued operations) $ 1,174,733 $ 130,639 $ 210,587 $ 1,859 $ 177,820 $ 68,904 For the Nine Months Ended September 30, 2019 PIRM $ 501,854 $ 72,135 $ 44,110 $ 720 $ 38,382 $ 36,767 UWS 593,175 39,391 121,946 (12) 121,745 8,472 Corporate — 21,241 (94,386) (210) (151,902) 33,413 Eliminations (6,997) — — — — — Consolidated (excluding discontinued operations) $ 1,088,032 $ 132,767 $ 71,670 $ 498 $ 8,225 $ 78,652 (in thousands) Assets September 30, 2020 December 31, 2019 PIRM $ 1,851,655 $ 1,932,643 UWS 2,019,299 2,008,233 Corporate 6,185,679 5,950,472 Eliminations (5,870,954) (5,934,053) Consolidated (excluding discontinued operations) $ 4,185,679 $ 3,957,295 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Summarized below are certain assets and liabilities classified as discontinued operations as of September 30, 2020 and December 31, 2019: (in thousands) As of September 30, 2020 PIRM UWS AMPS ELI Total Cash and cash equivalents $ 941 $ 1,369 $ — $ — $ 2,310 Accounts receivable 4,304 39,689 — — 43,993 Property and equipment, net 5,257 22,960 — — 28,217 Goodwill, net 29,269 79,931 — — 109,200 Capitalized data and database costs, net 16,643 941 — — 17,584 Other assets 537 5,682 268 — 6,487 Total assets $ 56,951 $ 150,572 $ 268 $ — $ 207,791 Accounts payable and accrued expenses $ 2,460 $ 24,590 $ 240 $ — $ 27,290 Accrued salaries and benefits 487 3,073 — — 3,560 Deferred income tax liabilities 8,206 9,637 — 393 18,236 Other liabilities 389 1,022 — — 1,411 Total liabilities $ 11,542 $ 38,322 $ 240 $ 393 $ 50,497 As of December 31, 2019 Cash and cash equivalents $ 711 $ 313 $ — $ — $ 1,024 Accounts receivable 3,538 30,171 — — 33,709 Income tax receivable — — — 6,166 6,166 Property and equipment, net 4,831 21,520 — — 26,351 Goodwill, net 29,269 79,931 — — 109,200 Capitalized data and database costs, net 17,781 888 — — 18,669 Other assets 598 5,981 268 20 6,867 Total assets $ 56,728 $ 138,804 $ 268 $ 6,186 $ 201,986 Accounts payable and accrued expenses $ 987 $ 15,881 $ 240 $ 22 $ 17,130 Accrued salaries and benefits 785 2,395 — — 3,180 Deferred income tax liabilities 8,206 9,637 — 393 18,236 Other liabilities 456 3,706 — — 4,162 Total liabilities $ 10,434 $ 31,619 $ 240 $ 415 $ 42,708 Summarized below are the components of our income/(loss) from discontinued operations, net of tax for the three and nine months ended September 30, 2020 and 2019: (in thousands) For the Three Months September 30, 2020 PIRM UWS AMPS ELI Total Operating revenues $ 9,904 $ 93,262 $ — $ — $ 103,166 Cost of services (exclusive of depreciation and amortization) 4,711 75,732 — — 80,443 Selling, general and administrative expenses 2,989 4,539 — (1) 7,527 Depreciation and amortization 1,204 957 — — 2,161 Gain on investments and other, net — (1,194) — — (1,194) Income from discontinued operations before income taxes 1,000 13,228 — 1 14,229 Provision for income taxes 250 3,300 — — 3,550 Income from discontinued operations, net of tax $ 750 $ 9,928 $ — $ 1 $ 10,679 For the Three Months September 30, 2019 Operating revenues $ 11,066 $ 72,317 $ — $ — $ 83,383 Cost of services (exclusive of depreciation and amortization) 5,112 58,359 — — 63,471 Selling, general and administrative expenses 2,763 1,913 5 23,129 27,810 Depreciation and amortization 1,953 1,375 — — 3,328 Impairment Loss (1) 78 — — 77 Loss on investments and other, net — 3 — — 3 Income/(loss) from discontinued operations before income taxes 1,239 10,589 (5) (23,129) (11,306) Provision/(benefit) for income taxes 309 2,642 (1) (5,771) (2,821) Income/(loss) from discontinued operations, net of tax $ 930 $ 7,947 $ (4) $ (17,358) $ (8,485) (in thousands) For the Nine Months Ended September 30, 2020 PIRM UWS AMPS ELI Total Operating revenues $ 28,452 $ 258,058 $ — $ — $ 286,510 Cost of services (exclusive of depreciation and amortization) 14,054 211,604 — — 225,658 Selling, general and administrative expenses 9,674 8,816 1 (19) 18,472 Depreciation and amortization 4,906 3,770 — — 8,676 (Gain)/loss on investments and other, net — (3,803) — — (3,803) Income from discontinued operations before income taxes (182) 37,671 (1) 19 37,507 Provision for income taxes (45) 9,398 — 5 9,358 Income from discontinued operations, net of tax $ (137) $ 28,273 $ (1) $ 14 $ 28,149 For the Nine Months Ended September 30, 2019 Operating revenues $ 35,348 $ 212,822 $ — $ — $ 248,170 Cost of services (exclusive of depreciation and amortization) 16,009 171,475 — — 187,484 Selling, general and administrative expenses 8,139 5,373 6 23,252 36,770 Depreciation and amortization 5,791 3,484 — — 9,275 Impairment Loss — 78 — — 78 Gain on investments and other, net — (191) — — (191) Income/(loss) from discontinued operations before income taxes 5,409 32,603 (6) (23,252) 14,754 Provision/(benefit) for income taxes 1,350 8,133 (1) (5,801) 3,681 Income/(loss) from discontinued operations, net of tax $ 4,059 $ 24,470 $ (5) $ (17,451) $ 11,073 |
Basis of Condensed Consolidat_4
Basis of Condensed Consolidated Financial Statements (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2020$ / shares | Jul. 31, 2020$ / shares | Jan. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)business_day | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Sep. 14, 2020$ / shares | Aug. 09, 2020director | Jun. 26, 2020$ / shares | Jan. 01, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Dividends received from investments in affiliates | $ 109 | $ 0 | |||||||||||
Dividends payable (in usd per share) | $ / shares | $ 0.22 | ||||||||||||
Dividends payable | $ 17,400 | ||||||||||||
Dividend equivalents | $ 26,223 | 43,686 | 400 | ||||||||||
Dividends declared (in usd per share) | $ / shares | $ 0.33 | ||||||||||||
Increase in common stock dividend declared | 50.00% | ||||||||||||
Tax escrow deposits | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||||
Reserves incorrect disposition of assets | 24,800 | 24,800 | 22,700 | ||||||||||
Restricted cash included in other assets | 10,129 | $ 11,616 | 10,129 | 11,616 | |||||||||
Restricted cash included in prepaid expenses and other current assets | 375 | $ 2,002 | 375 | $ 2,002 | |||||||||
Tax ASU - Effect of change on retained earnings | $ 16,800 | ||||||||||||
Subsequent Event | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Dividends declared (in usd per share) | $ / shares | $ 0.33 | ||||||||||||
Senator Investment Group, LP and Cannae Holdings, Inc. | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Share price (in usd per share) | $ / shares | $ 66 | $ 65 | |||||||||||
Increase to original offer (in usd per share) | $ / shares | $ 1 | ||||||||||||
Number of directors to be replaced | director | 9 | ||||||||||||
Costs accrued | 36,900 | ||||||||||||
Compliance Ease | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Proceeds from sale of investments | 45,800 | ||||||||||||
Gain on sale of investments | 35,100 | ||||||||||||
Accounts Payable and Accrued Liabilities | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Reserves incorrect disposition of assets | $ 10,700 | $ 10,700 | $ 9,800 | ||||||||||
Minimum | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Period that escrow deposits are held (in business days) | business_day | 2 | ||||||||||||
Maximum | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Period that escrow deposits are held (in business days) | business_day | 5 | ||||||||||||
Location, Inc | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Remaining equity interest acquired | 66.00% | ||||||||||||
Consideration transferred | $ 11,500 | ||||||||||||
Investment balance | $ 5,600 | ||||||||||||
Dividends received from investments in affiliates | $ 700 | ||||||||||||
Location, Inc | PIRM | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Ownership percentage | 34.00% | ||||||||||||
Step-up gain | $ 600 | ||||||||||||
Ten Largest Clients | Sales Revenue, Net | Customer Concentration Risk | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||||
Concentration risk, percentage | 37.00% | 29.00% | 35.00% | 26.00% |
Basis of Condensed Consolidat_5
Basis of Condensed Consolidated Financial Statements (Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 302,329 | $ 104,162 | $ 86,695 | |
Restricted cash included in other assets | 10,129 | 11,616 | ||
Restricted cash included in prepaid expenses and other current assets | 375 | 2,002 | ||
Total cash, cash equivalents, and restricted cash | $ 312,833 | $ 114,679 | $ 100,313 | $ 94,679 |
Basis of Condensed Consolidat_6
Basis of Condensed Consolidated Financial Statements (AOCI Table) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cumulative foreign currency translation | $ (123,714) | $ (123,714) | $ (122,503) | ||
Cumulative supplemental benefit plans | (8,881) | (8,881) | (8,917) | ||
Net unrecognized losses on interest rate swaps | (65,838) | (65,838) | (35,296) | ||
Reclassification adjustment for gain on terminated interest rate swap included in net income | 0 | $ 0 | 0 | $ (67) | (67) |
Accumulated other comprehensive loss | $ (198,433) | $ (198,433) | $ (166,783) |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 976,573 | $ 976,573 | $ 959,709 | ||
Less accumulated depreciation | (569,345) | (569,345) | (535,039) | ||
Property and equipment, net | 407,228 | 407,228 | 424,670 | ||
Depreciation expense | 21,200 | $ 20,400 | 64,200 | $ 63,600 | |
Impairment losses | 1,200 | $ 12,300 | |||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 7,476 | 7,476 | 7,476 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 6,487 | 6,487 | 6,487 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 68,362 | 68,362 | 74,043 | ||
Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 843,638 | 843,638 | 819,828 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 50,334 | 50,334 | 48,811 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 276 | $ 276 | $ 3,064 |
Goodwill, Net (Details)
Goodwill, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 2,294,421 | ||
Accumulated impairment losses | (7,525) | ||
Goodwill, net | $ 2,286,896 | ||
Measurement period adjustments | 8 | ||
Acquisition | 12,584 | ||
Translation adjustments | (612) | ||
Goodwill, net | 2,286,896 | $ 2,298,876 | 2,286,896 |
Discontinued Operations, Disposed of by Sale | |||
Goodwill [Roll Forward] | |||
Goodwill, net | 109,200 | 109,200 | |
PIRM | |||
Goodwill [Roll Forward] | |||
Goodwill | 1,078,225 | ||
Accumulated impairment losses | (600) | ||
Goodwill, net | 1,077,625 | ||
Measurement period adjustments | 0 | ||
Acquisition | 12,584 | ||
Translation adjustments | (612) | ||
Goodwill, net | 1,077,625 | 1,089,597 | 1,077,625 |
PIRM | Discontinued Operations, Disposed of by Sale | |||
Goodwill [Roll Forward] | |||
Goodwill, net | 29,269 | 29,269 | |
UWS | |||
Goodwill [Roll Forward] | |||
Goodwill | 1,216,196 | ||
Accumulated impairment losses | (6,925) | ||
Goodwill, net | 1,209,271 | ||
Measurement period adjustments | 8 | ||
Acquisition | 0 | ||
Translation adjustments | 0 | ||
Goodwill, net | $ 1,209,271 | 1,209,279 | 1,209,271 |
UWS | Discontinued Operations, Disposed of by Sale | |||
Goodwill [Roll Forward] | |||
Goodwill, net | $ 79,931 | $ 79,931 |
Other Intangible Assets, Net (S
Other Intangible Assets, Net (Schedule of Finite-Lived Intangible Assets by Major Class) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | $ 793,823 | $ 793,823 | $ 798,584 | ||
Accumulated Amortization | (459,460) | (459,460) | (422,955) | ||
Net | 334,363 | 334,363 | 375,629 | ||
Amortization of Intangible Assets | 14,200 | 42,500 | $ 45,900 | ||
Impairment of intangible assets | 0 | $ 0 | 0 | 35,600 | |
Client lists | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 640,155 | 640,155 | 645,770 | ||
Accumulated Amortization | (364,295) | (364,295) | (340,168) | ||
Net | 275,860 | 275,860 | 305,602 | ||
Impairment of intangible assets | $ 32,300 | ||||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 26,755 | 26,755 | 26,409 | ||
Accumulated Amortization | (20,233) | (20,233) | (16,249) | ||
Net | 6,522 | 6,522 | 10,160 | ||
Tradenames and licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 126,913 | 126,913 | 126,405 | ||
Accumulated Amortization | (74,932) | (74,932) | (66,538) | ||
Net | $ 51,981 | $ 51,981 | $ 59,867 |
Other Intangible Assets, Net (F
Other Intangible Assets, Net (Finite Lived Intangible Asset Future Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||
Remainder of 2020 | $ 14,294 | |
2021 | 53,770 | |
2022 | 51,953 | |
2023 | 43,642 | |
2024 | 37,303 | |
Thereafter | 133,401 | |
Net | $ 334,363 | $ 375,629 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Apr. 30, 1998 |
Debt Instrument [Line Items] | |||
Gross | $ 1,587,775 | $ 1,687,879 | |
Debt Issuance Costs | (17,608) | (21,319) | |
Net | 1,570,167 | 1,666,560 | |
Less current portion of long-term debt | 21,382 | 56,022 | |
Debt Issuance Costs, Current, Net | 0 | 0 | |
Long-term debt, net of current portion, gross | 1,566,393 | 1,631,857 | |
Long-term debt, net of current portion, debt issuance costs | (17,608) | (21,319) | |
Long-term debt, net of current portion, net | 1,548,785 | 1,610,538 | |
Revolving line of credit | Line of Credit Due May 2024 | |||
Debt Instrument [Line Items] | |||
Gross | 0 | 0 | |
Debt Issuance Costs | (5,342) | (6,425) | |
Net | $ (5,342) | (6,425) | |
Weighted average interest rate | 1.91% | ||
Term loan facility | Term Loan Due May 2024 | |||
Debt Instrument [Line Items] | |||
Gross | $ 1,572,000 | 1,672,188 | |
Debt Issuance Costs | (12,242) | (14,868) | |
Net | $ 1,559,758 | 1,657,320 | |
Weighted average interest rate | 1.91% | ||
Senior notes | 7.55% senior debentures due April 2028 | |||
Debt Instrument [Line Items] | |||
Gross | $ 9,531 | 9,524 | |
Debt Issuance Costs | (24) | (26) | |
Net | 9,507 | 9,498 | |
Stated rate on debt | 7.55% | ||
Other debt | Various debt instruments with maturities through March 2024 | |||
Debt Instrument [Line Items] | |||
Gross | 6,244 | 6,167 | |
Debt Issuance Costs | 0 | 0 | |
Net | $ 6,244 | $ 6,167 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
May 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2025 | Sep. 01, 2022 | Aug. 31, 2022 | Mar. 31, 2022 | Oct. 01, 2021 | Sep. 30, 2021 | Apr. 30, 1998 | |
Debt Instrument [Line Items] | |||||||||||||
Accrued interest expense | $ 100,000 | $ 400,000 | $ 100,000 | ||||||||||
Credit agreement, potential increase to term loan and line of credit | $ 300,000,000 | ||||||||||||
Debt issuance costs | 9,700,000 | ||||||||||||
Debt issuance costs capitalized | 9,600,000 | ||||||||||||
Loss (gain) on extinguishment of debt | 1,500,000 | ||||||||||||
Unamortized costs | 14,600,000 | ||||||||||||
Debt issuance costs expensed | $ 1,200,000 | $ 1,200,000 | $ 3,710,000 | $ 3,836,000 | |||||||||
Derivative Instruments, Interest Rate Swaps, Percentage of Principle Balance | 50.00% | 50.00% | |||||||||||
Liability for interest rate swap agreements | 47,700,000 | ||||||||||||
Interest expense, pre-tax | $ 7,100,000 | (700,000) | $ (14,300,000) | (4,000,000) | |||||||||
Interest expense, pre-tax to be reclassified during next 12 months | 16,000,000 | 16,000,000 | |||||||||||
Interest Rate Swap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Remaining notional balance | $ 1,200,000,000 | $ 1,200,000,000 | |||||||||||
Derivative, average fixed interest rate | 2.40% | 2.40% | |||||||||||
Asset for Swaps | $ 600,000 | ||||||||||||
Interest Rate Swap | Cash Flow Hedges | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative liability | $ 87,700,000 | $ 87,700,000 | |||||||||||
Interest Rate Swap | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative, average fixed interest rate | 0.66% | 0.66% | |||||||||||
Interest Rate Swap | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative, average fixed interest rate | 2.98% | 2.98% | |||||||||||
Interest Rate Swap | Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Remaining notional balance | $ 465,000,000 | $ 496,800,000 | $ 1,000,000,000 | $ 1,100,000,000 | $ 1,200,000,000 | ||||||||
Derivative, average fixed interest rate | 2.64% | 2.77% | 2.59% | ||||||||||
Swap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Market value adjustments on interest rate swaps, net of tax | $ 7,900,000 | (8,100,000) | $ (30,500,000) | (41,400,000) | |||||||||
Deferred taxes on interest rate swaps | (2,600,000) | $ 2,700,000 | 10,100,000 | $ 13,800,000 | |||||||||
Line of Credit Due May 2024 | Revolving line of credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Multicurrency revolving sub-facility | 100,000,000 | ||||||||||||
Line of Credit Due May 2024 | Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving credit facility, letter of credit sub-facility | 50,000,000 | ||||||||||||
Term loan facility | Term Loan A-1 Due May 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term facility, maximum borrowing capacity | $ 1,800,000,000 | ||||||||||||
Term of loan facility | 5 years | ||||||||||||
Line of Credit Due May 2024 | Revolving line of credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term facility, maximum borrowing capacity | $ 750,000,000 | ||||||||||||
Term of loan facility | 5 years | ||||||||||||
Revolving line of credit, remaining borrowing capacity | 750,000,000 | 750,000,000 | |||||||||||
Senior notes | 7.55% senior debentures due April 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 100,000,000 | ||||||||||||
Accounts Payable and Accrued Liabilities | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative liability | $ 3,500,000 | $ 3,500,000 |
Fair Value (Fair Value of Finan
Fair Value (Fair Value of Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | $ 600 | |
Recurring | ||
Financial Assets: | ||
Cash and cash equivalents | $ 302,329 | 104,162 |
Restricted cash | 10,504 | 10,517 |
Other investments | 3,279 | 1,898 |
Total | 316,112 | 116,577 |
Financial Liabilities: | ||
Total debt | 1,590,260 | 1,690,731 |
Total | 1,590,260 | 1,690,731 |
Recurring | Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 572 | |
Derivative Liability | 87,725 | 47,691 |
Recurring | Level 1 | ||
Financial Assets: | ||
Cash and cash equivalents | 302,329 | 104,162 |
Restricted cash | 8,719 | 9,791 |
Other investments | 0 | 0 |
Total | 311,048 | 113,953 |
Financial Liabilities: | ||
Total debt | 0 | 0 |
Total | 0 | 0 |
Recurring | Level 1 | Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 0 | |
Derivative Liability | 0 | 0 |
Recurring | Level 2 | ||
Financial Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 1,785 | 726 |
Other investments | 3,279 | 1,898 |
Total | 5,064 | 2,624 |
Financial Liabilities: | ||
Total debt | 1,590,260 | 1,690,731 |
Total | 1,590,260 | 1,690,731 |
Recurring | Level 2 | Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 572 | |
Derivative Liability | 87,725 | 47,691 |
Recurring | Level 3 | ||
Financial Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Other investments | 0 | 0 |
Total | 0 | 0 |
Financial Liabilities: | ||
Total debt | 0 | 0 |
Total | 0 | 0 |
Recurring | Level 3 | Interest Rate Swap | ||
Derivatives: | ||
Asset for Swaps | 0 | |
Derivative Liability | $ 0 | $ 0 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 06, 2019 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment loss | $ 0 | $ 0 | $ 1,228 | $ 47,834 | ||
Impairment of intangible assets | 0 | 0 | 0 | 35,600 | ||
Fair value adjustment of minority owned equity investment | 0 | 0 | (6,600) | |||
Decrease/(Increase) in contingent consideration value | $ (1,200) | 0 | (3,800) | (200) | ||
Client lists | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of intangible assets | 32,300 | |||||
Licenses | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of intangible assets | 3,300 | |||||
UWS | Property and Equipment | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment loss | $ 0 | $ 1,200 | $ 12,300 | |||
Myriad Development, Inc. & Insignificant Acquisition | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration | $ 4,400 | |||||
Myriad Development, Inc. & Insignificant Acquisition | Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration | $ 17,500 | |||||
National Tax Search LLC | Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration | $ 7,500 |
Operating Revenues - Operating
Operating Revenues - Operating Revenues by Solution Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | $ 436,727 | $ 375,571 | $ 1,174,733 | $ 1,088,032 |
Property insights | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 126,325 | 120,340 | 359,175 | 359,278 |
Insurance and spatial solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 49,923 | 48,739 | 145,204 | 142,576 |
Flood data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 34,351 | 22,983 | 91,931 | 61,572 |
Valuation solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 58,434 | 77,426 | 182,637 | 230,891 |
Property tax solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 166,858 | 103,671 | $ 394,799 | 282,724 |
Expected service period revenue is recognized | 10 years | |||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 836 | 2,412 | $ 987 | 10,991 |
Operating Segments | PIRM | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 176,248 | 169,079 | 504,379 | 501,854 |
Operating Segments | PIRM | Property insights | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 126,325 | 120,340 | 359,175 | 359,278 |
Operating Segments | PIRM | Insurance and spatial solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 49,923 | 48,739 | 145,204 | 142,576 |
Operating Segments | PIRM | Flood data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Operating Segments | PIRM | Valuation solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Operating Segments | PIRM | Property tax solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Operating Segments | PIRM | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Operating Segments | UWS | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 263,342 | 209,138 | 680,455 | 593,175 |
Operating Segments | UWS | Property insights | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Operating Segments | UWS | Insurance and spatial solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Operating Segments | UWS | Flood data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 34,351 | 22,983 | 91,931 | 61,572 |
Operating Segments | UWS | Valuation solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 58,434 | 77,426 | 182,637 | 230,891 |
Operating Segments | UWS | Property tax solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 166,858 | 103,671 | 394,799 | 282,724 |
Operating Segments | UWS | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 3,699 | 5,058 | 11,088 | 17,988 |
Corporate and Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | (2,863) | (2,646) | (10,101) | (6,997) |
Corporate and Eliminations | Property insights | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Insurance and spatial solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Flood data solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Valuation solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Property tax solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 0 | 0 | 0 | 0 |
Corporate and Eliminations | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | $ (2,863) | $ (2,646) | $ (10,101) | $ (6,997) |
Operating Revenues - Contract C
Operating Revenues - Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Amortization period of contracts costs | 10 years | 10 years | |||
Deferred contract costs amortization | $ 5.6 | $ 3.4 | $ 13.9 | $ 9.8 | |
Prepaid expenses and other current assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Long term deferred costs | 13 | 13 | $ 9.8 | ||
Other assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Long term deferred costs | $ 23.4 | $ 23.4 | $ 23.1 |
Operating Revenues - Contract L
Operating Revenues - Contract Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 986.9 | $ 883.8 |
Overall change in contract liability balances | 103.1 | |
Deferred new billings | 632.4 | |
Operating revenue recognized | 530.2 | |
Previously deferred revenue recognized | 292.8 | |
Other decreases | $ 0.9 |
Operating Revenues - Remaining
Operating Revenues - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 1,200 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 11.00% |
Expected service period revenue is recognized | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 31.00% |
Expected service period revenue is recognized | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 21.00% |
Expected service period revenue is recognized | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of performance obligations to be recognized | 37.00% |
Expected service period revenue is recognized |
Operating Revenues - Remainin_2
Operating Revenues - Remaining Performance Obligations Periods (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Arrangement period | 1 year |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Arrangement period | 3 years |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan, percent of stock price at closing date | 85.00% | 85.00% | |||
Stock-based compensation expense | $ 12,546,000 | $ 8,806,000 | $ 33,898,000 | $ 26,018,000 | |
Cost of Services | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 1,100,000 | 500,000 | 2,200,000 | 1,700,000 | |
Income (Loss) from Discontinued Operations, Net | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 300,000 | 300,000 | $ 800,000 | $ 800,000 | |
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted during the period (in units) | 777,139 | 640,339 | |||
Estimated grant-date fair value | $ 28,800,000 | $ 23,500,000 | |||
Award vesting period in years | 3 years | ||||
Unrecognized compensation cost | 29,700,000 | $ 29,700,000 | |||
Period of recognition for unrecognized compensation cost in years | 1 year 8 months 12 days | ||||
Stock-based compensation expense | 6,378,000 | 4,521,000 | $ 17,446,000 | $ 17,063,000 | |
PBRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted during the period (in units) | 321,014 | 203,464 | |||
Estimated grant-date fair value | $ 13,000,000 | $ 7,500,000 | |||
Unrecognized compensation cost | 20,100,000 | $ 20,100,000 | |||
Period of recognition for unrecognized compensation cost in years | 1 year 8 months 12 days | ||||
Stock-based compensation expense | 5,468,000 | 3,893,000 | $ 14,264,000 | 7,390,000 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | 0 | 0 | |||
Intrinsic value of options exercised | 2,900,000 | 1,400,000 | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | |
CoreLogic 2018 Performance Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized | 15,139,084 |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Stock Units) (Details) - RSUs - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Number of Shares | ||
Outstanding, Beginning of Period (in units) | 1,032,000 | |
Granted (in units) | 777,139 | 640,339 |
Vested (in units) | (524,000) | |
Forfeited (in units) | (47,000) | |
Outstanding, End of Period (in units) | 1,238,000 | |
Weighted Average Grant Date Fair Value | ||
Unvested units outstanding, Beginning Balance (usd per unit) | $ 39.84 | |
Granted (usd per unit) | 37.10 | |
Vested (usd per unit) | 40.51 | |
Forfeited (usd per unit) | 36.53 | |
Unvested units outstanding, Ending Balance (usd per unit) | $ 37.98 |
Share-Based Compensation (PBRSU
Share-Based Compensation (PBRSU Weighted Average Assumptions) (Details) - PBRSUs | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield (1) | 0.00% | 0.00% |
Risk-free interest rate | 0.60% | 2.44% |
Expected volatility | 32.53% | 28.24% |
Average total stockholder return | (21.47%) | 17.15% |
Share-Based Compensation (PBR_2
Share-Based Compensation (PBRSU) (Details) - PBRSUs - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Number of Shares | ||
Outstanding, Beginning of Period (in units) | 636,000 | |
Granted (in units) | 321,014 | 203,464 |
Vested (in units) | (184,000) | |
Forfeited (in units) | (29,000) | |
Outstanding, End of Period (in units) | 744,000 | |
Weighted Average Grant Date Fair Value | ||
Unvested units outstanding, Beginning Balance (usd per unit) | $ 42.62 | |
Granted (usd per unit) | 40.64 | |
Vested (usd per unit) | 39.50 | |
Forfeited (usd per unit) | 44.77 | |
Unvested units outstanding, Ending Balance (usd per unit) | $ 42.58 |
Share-Based Compensation (Optio
Share-Based Compensation (Options) (Details) - Stock options $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Number of Shares | |
Options outstanding, beginning balance (in shares) | shares | 479 |
Options exercised (in shares) | shares | (82) |
Options outstanding, ending balance (in shares) | shares | 397 |
Weighted-Average Exercise Price | |
Options outstanding, beginning balance (usd per share) | $ / shares | $ 19.59 |
Options exercised (usd per share) | $ / shares | 18.34 |
Options outstanding, ending balance (usd per share) | $ / shares | $ 19.84 |
Weighted Average Remaining Contractual Term | |
Options outstanding, Weighted Average Remaining Contractual Term (in years) | 1 year 10 months 24 days |
Aggregate Intrinsic Value | |
Options outstanding, Aggregate Intrinsic Value | $ | $ 19,024 |
Share-Based Compensation (Compe
Share-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 12,546 | $ 8,806 | $ 33,898 | $ 26,018 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 6,378 | 4,521 | 17,446 | 17,063 |
PBRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,468 | 3,893 | 14,264 | 7,390 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 0 | 0 | 0 | 0 |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 700 | 392 | 2,188 | 1,565 |
Cost of Services | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,100 | $ 500 | $ 2,200 | $ 1,700 |
Litigation and Regulatory Con_2
Litigation and Regulatory Contingencies (Details) $ in Millions | Jul. 29, 2019consumer | Sep. 30, 2020USD ($) |
Loss Contingencies [Line Items] | ||
Loss contingency accrual | $ | $ 0 | |
Fair Credit Reporting Act Class Action | ||
Loss Contingencies [Line Items] | ||
Number of consumers certified | consumer | 2,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Effective Income Tax Rate [Abstract] | ||||
Effective income tax rate, continuing operations | (10.40%) | 27.10% | 10.00% | 718.70% |
Tax Years 2010 to 2012 | Internal Revenue Service (IRS) | Domestic Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Refund adjustment from settlement with taxing authority | $ 24,000 | $ 24,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator for basic and diluted net income per share: | ||||
Net income from continuing operations | $ 102,467 | $ 31,668 | $ 177,820 | $ 8,225 |
Income/(loss) from discontinued operations, net of tax | 10,679 | (8,485) | 28,149 | 11,073 |
Net income | $ 113,146 | $ 23,183 | $ 205,969 | $ 19,298 |
Denominator: | ||||
Weighted-average shares for basic income per share (in shares) | 79,467 | 79,761 | 79,300 | 80,138 |
Dilutive effect of stock options and restricted stock units (in shares) | 1,935 | 1,153 | 1,836 | 1,067 |
Weighted-average shares for diluted income per share (in shares) | 81,402 | 80,914 | 81,136 | 81,205 |
Basic: | ||||
Net income from continuing operations (usd per share) | $ 1.29 | $ 0.40 | $ 2.24 | $ 0.10 |
Income/(loss) from discontinued operations, net of tax (usd per share) | 0.13 | (0.11) | 0.35 | 0.14 |
Net (loss)/income (usd per share) | 1.42 | 0.29 | 2.59 | 0.24 |
Diluted: | ||||
Net income from continuing operations (usd per share) | 1.26 | 0.39 | 2.19 | 0.10 |
Income/(loss) from discontinued operations, net of tax (usd per share) | 0.13 | (0.10) | 0.35 | 0.14 |
Net (loss)/income (usd per share) | $ 1.39 | $ 0.29 | $ 2.54 | $ 0.24 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 100 | 100 | 100 | 100 |
PBRSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 100 | 100 | 100 | 100 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2020 | Aug. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||||||
Acquisition goodwill | $ 8 | |||||
Acquisition | 12,584 | |||||
Acquisition related costs | $ 100 | $ 100 | 100 | $ 300 | ||
Location, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Remaining equity interest acquired | 66.00% | |||||
Consideration transferred | $ 11,500 | |||||
National Tax Search LLC | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 15,000 | |||||
Contingent consideration | 7,500 | |||||
PIRM | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition goodwill | 0 | |||||
Acquisition | 12,584 | |||||
PIRM | Location, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition goodwill | 12,600 | |||||
Acquisition | $ 300 | |||||
Ownership percentage | 34.00% | |||||
Step-up gain | $ 600 | |||||
PIRM | Location, Inc | Technology-based intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 6,000 | |||||
Estimated average life in years | 10 years | |||||
PIRM | Location, Inc | Client lists | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 300 | |||||
Estimated average life in years | 5 years | |||||
PIRM | Location, Inc | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 800 | |||||
Estimated average life in years | 8 years | |||||
PIRM | Location, Inc | Non-compete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 400 | |||||
Estimated average life in years | 5 years | |||||
UWS | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition goodwill | 8 | |||||
Acquisition | 0 | |||||
UWS | National Tax Search LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition | $ 100 | |||||
Contract liabilities | 2,500 | |||||
Goodwill deductible amount for tax purposes | 5,500 | |||||
UWS | National Tax Search LLC | Technology-based intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 3,300 | |||||
Estimated average life in years | 7 years | |||||
UWS | National Tax Search LLC | Client lists | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 5,000 | |||||
Estimated average life in years | 10 years | |||||
UWS | National Tax Search LLC | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 1,000 | |||||
Estimated average life in years | 7 years | |||||
UWS | National Tax Search LLC | Non-compete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 300 | |||||
Estimated average life in years | 5 years |
Segment Information (Narrative)
Segment Information (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
PIRM | ||||
Segment Reporting Information [Line Items] | ||||
Segment reporting intercompany revenue | $ 2,300 | $ 1,900 | $ 8,200 | $ 4,400 |
Segment reporting intercompany expense | 600 | 800 | 1,900 | 2,600 |
UWS | ||||
Segment Reporting Information [Line Items] | ||||
Segment reporting intercompany revenue | 600 | 800 | 1,900 | 2,600 |
Segment reporting intercompany expense | 900 | 1,000 | 2,700 | 3,500 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Segment reporting intercompany expense | $ 1,500 | $ 900 | $ 5,600 | $ 900 |
Segment Information (Financial
Segment Information (Financial Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Operating Revenues | $ 436,727 | $ 375,571 | $ 1,174,733 | $ 1,088,032 | |
Depreciation and Amortization | 43,610 | 42,389 | 130,639 | 132,767 | |
Operating Income/(Loss) | 73,183 | 61,867 | 210,587 | 71,670 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 971 | 607 | 1,859 | 498 | |
Net Income/(Loss) From Continuing Operations | 102,467 | 31,668 | 177,820 | 8,225 | |
Capital Expenditures | 25,091 | 26,414 | 68,904 | 78,652 | |
Assets | 4,185,679 | 4,185,679 | $ 3,957,295 | ||
Operating Segments | PIRM | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 176,248 | 169,079 | 504,379 | 501,854 | |
Depreciation and Amortization | 23,474 | 23,061 | 69,833 | 72,135 | |
Operating Income/(Loss) | 22,670 | 18,375 | 65,249 | 44,110 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 1,013 | 762 | 2,483 | 720 | |
Net Income/(Loss) From Continuing Operations | 58,325 | 19,366 | 102,451 | 38,382 | |
Capital Expenditures | 16,957 | 10,706 | 42,813 | 36,767 | |
Assets | 1,851,655 | 1,851,655 | 1,932,643 | ||
Operating Segments | UWS | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 263,342 | 209,138 | 680,455 | 593,175 | |
Depreciation and Amortization | 12,017 | 11,800 | 36,091 | 39,391 | |
Operating Income/(Loss) | 124,699 | 70,831 | 281,567 | 121,946 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 0 | (4) | 0 | (12) | |
Net Income/(Loss) From Continuing Operations | 124,834 | 70,642 | 281,717 | 121,745 | |
Capital Expenditures | 2,366 | 1,942 | 5,891 | 8,472 | |
Assets | 2,019,299 | 2,019,299 | 2,008,233 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 0 | 0 | 0 | 0 | |
Depreciation and Amortization | 8,119 | 7,528 | 24,715 | 21,241 | |
Operating Income/(Loss) | (74,186) | (27,339) | (136,229) | (94,386) | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | (42) | (151) | (624) | (210) | |
Net Income/(Loss) From Continuing Operations | (80,692) | (58,340) | (206,348) | (151,902) | |
Capital Expenditures | 5,768 | 13,766 | 20,200 | 33,413 | |
Assets | 6,185,679 | 6,185,679 | 5,950,472 | ||
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | (2,863) | (2,646) | (10,101) | (6,997) | |
Depreciation and Amortization | 0 | 0 | 0 | 0 | |
Operating Income/(Loss) | 0 | 0 | 0 | 0 | |
Equity in Earnings/(Losses) of Affiliates, Net of Tax | 0 | 0 | 0 | 0 | |
Net Income/(Loss) From Continuing Operations | 0 | 0 | 0 | 0 | |
Capital Expenditures | 0 | $ 0 | 0 | $ 0 | |
Assets | $ (5,870,954) | $ (5,870,954) | $ (5,934,053) |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Oct. 31, 2020 | |
Discontinued Operations, Held-for-sale | Credit Solutions and Real Property Solutions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Costs related to sale | $ 0.6 | $ 0.6 | ||
Discontinued Operations, Disposed of by Sale | Credit Solutions and Real Property Solutions | Subsequent Event | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration received | $ 9 | |||
Discontinued Operations, Disposed of by Sale | AMPS | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Payments for legal settlements | $ 23 |
Discontinued Operations (Financ
Discontinued Operations (Financial Statement Information) (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Statement of Financial Position [Abstract] | |||||
Cash and cash equivalents | $ 2,310 | $ 2,310 | $ 1,024 | ||
Accounts receivable | 43,993 | 43,993 | 33,709 | ||
Income tax receivable | 6,166 | ||||
Property and equipment, net | 28,217 | 28,217 | 26,351 | ||
Goodwill, net | 109,200 | 109,200 | 109,200 | ||
Capitalized data and database costs, net | 17,584 | 17,584 | 18,669 | ||
Other assets | 6,487 | 6,487 | 6,867 | ||
Total assets | 207,791 | 207,791 | 201,986 | ||
Accounts payable and accrued expenses | 27,290 | 27,290 | 17,130 | ||
Accrued salaries and benefits | 3,560 | 3,560 | 3,180 | ||
Deferred income tax liabilities | 18,236 | 18,236 | 18,236 | ||
Other liabilities | 1,411 | 1,411 | 4,162 | ||
Total liabilities | 50,497 | 50,497 | 42,708 | ||
Income Statement [Abstract] | |||||
Operating revenues | 103,166 | $ 83,383 | 286,510 | $ 248,170 | |
Cost of services (exclusive of depreciation and amortization) | 80,443 | 63,471 | 225,658 | 187,484 | |
Selling, general and administrative expenses | 7,527 | 27,810 | 18,472 | 36,770 | |
Depreciation and amortization | 2,161 | 3,328 | 8,676 | 9,275 | |
Impairment Loss | 77 | 78 | |||
Gain on investments and other, net | (1,194) | 3 | (3,803) | (191) | |
Income/(loss) from discontinued operations before income taxes | 14,229 | (11,306) | 37,507 | 14,754 | |
Provision/(benefit) for income taxes | 3,550 | (2,821) | 9,358 | 3,681 | |
Income/(loss) from discontinued operations, net of tax | 10,679 | (8,485) | 28,149 | 11,073 | |
PIRM | |||||
Statement of Financial Position [Abstract] | |||||
Cash and cash equivalents | 941 | 941 | 711 | ||
Accounts receivable | 4,304 | 4,304 | 3,538 | ||
Income tax receivable | 0 | ||||
Property and equipment, net | 5,257 | 5,257 | 4,831 | ||
Goodwill, net | 29,269 | 29,269 | 29,269 | ||
Capitalized data and database costs, net | 16,643 | 16,643 | 17,781 | ||
Other assets | 537 | 537 | 598 | ||
Total assets | 56,951 | 56,951 | 56,728 | ||
Accounts payable and accrued expenses | 2,460 | 2,460 | 987 | ||
Accrued salaries and benefits | 487 | 487 | 785 | ||
Deferred income tax liabilities | 8,206 | 8,206 | 8,206 | ||
Other liabilities | 389 | 389 | 456 | ||
Total liabilities | 11,542 | 11,542 | 10,434 | ||
Income Statement [Abstract] | |||||
Operating revenues | 9,904 | 11,066 | 28,452 | 35,348 | |
Cost of services (exclusive of depreciation and amortization) | 4,711 | 5,112 | 14,054 | 16,009 | |
Selling, general and administrative expenses | 2,989 | 2,763 | 9,674 | 8,139 | |
Depreciation and amortization | 1,204 | 1,953 | 4,906 | 5,791 | |
Impairment Loss | (1) | 0 | |||
Gain on investments and other, net | 0 | 0 | 0 | 0 | |
Income/(loss) from discontinued operations before income taxes | 1,000 | 1,239 | (182) | 5,409 | |
Provision/(benefit) for income taxes | 250 | 309 | (45) | 1,350 | |
Income/(loss) from discontinued operations, net of tax | 750 | 930 | (137) | 4,059 | |
UWS | |||||
Statement of Financial Position [Abstract] | |||||
Cash and cash equivalents | 1,369 | 1,369 | 313 | ||
Accounts receivable | 39,689 | 39,689 | 30,171 | ||
Income tax receivable | 0 | ||||
Property and equipment, net | 22,960 | 22,960 | 21,520 | ||
Goodwill, net | 79,931 | 79,931 | 79,931 | ||
Capitalized data and database costs, net | 941 | 941 | 888 | ||
Other assets | 5,682 | 5,682 | 5,981 | ||
Total assets | 150,572 | 150,572 | 138,804 | ||
Accounts payable and accrued expenses | 24,590 | 24,590 | 15,881 | ||
Accrued salaries and benefits | 3,073 | 3,073 | 2,395 | ||
Deferred income tax liabilities | 9,637 | 9,637 | 9,637 | ||
Other liabilities | 1,022 | 1,022 | 3,706 | ||
Total liabilities | 38,322 | 38,322 | 31,619 | ||
Income Statement [Abstract] | |||||
Operating revenues | 93,262 | 72,317 | 258,058 | 212,822 | |
Cost of services (exclusive of depreciation and amortization) | 75,732 | 58,359 | 211,604 | 171,475 | |
Selling, general and administrative expenses | 4,539 | 1,913 | 8,816 | 5,373 | |
Depreciation and amortization | 957 | 1,375 | 3,770 | 3,484 | |
Impairment Loss | 78 | 78 | |||
Gain on investments and other, net | (1,194) | 3 | (3,803) | (191) | |
Income/(loss) from discontinued operations before income taxes | 13,228 | 10,589 | 37,671 | 32,603 | |
Provision/(benefit) for income taxes | 3,300 | 2,642 | 9,398 | 8,133 | |
Income/(loss) from discontinued operations, net of tax | 9,928 | 7,947 | 28,273 | 24,470 | |
AMPS | |||||
Statement of Financial Position [Abstract] | |||||
Cash and cash equivalents | 0 | 0 | 0 | ||
Accounts receivable | 0 | 0 | 0 | ||
Income tax receivable | 0 | ||||
Property and equipment, net | 0 | 0 | 0 | ||
Goodwill, net | 0 | 0 | 0 | ||
Capitalized data and database costs, net | 0 | 0 | 0 | ||
Other assets | 268 | 268 | 268 | ||
Total assets | 268 | 268 | 268 | ||
Accounts payable and accrued expenses | 240 | 240 | 240 | ||
Accrued salaries and benefits | 0 | 0 | 0 | ||
Deferred income tax liabilities | 0 | 0 | 0 | ||
Other liabilities | 0 | 0 | 0 | ||
Total liabilities | 240 | 240 | 240 | ||
Income Statement [Abstract] | |||||
Operating revenues | 0 | 0 | 0 | 0 | |
Cost of services (exclusive of depreciation and amortization) | 0 | 0 | 0 | 0 | |
Selling, general and administrative expenses | 0 | 5 | 1 | 6 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Impairment Loss | 0 | 0 | |||
Gain on investments and other, net | 0 | 0 | 0 | 0 | |
Income/(loss) from discontinued operations before income taxes | 0 | (5) | (1) | (6) | |
Provision/(benefit) for income taxes | 0 | (1) | 0 | (1) | |
Income/(loss) from discontinued operations, net of tax | 0 | (4) | (1) | (5) | |
ELI | |||||
Statement of Financial Position [Abstract] | |||||
Cash and cash equivalents | 0 | 0 | 0 | ||
Accounts receivable | 0 | 0 | 0 | ||
Income tax receivable | 6,166 | ||||
Property and equipment, net | 0 | 0 | 0 | ||
Goodwill, net | 0 | 0 | 0 | ||
Capitalized data and database costs, net | 0 | 0 | 0 | ||
Other assets | 0 | 0 | 20 | ||
Total assets | 0 | 0 | 6,186 | ||
Accounts payable and accrued expenses | 0 | 0 | 22 | ||
Accrued salaries and benefits | 0 | 0 | 0 | ||
Deferred income tax liabilities | 393 | 393 | 393 | ||
Other liabilities | 0 | 0 | 0 | ||
Total liabilities | 393 | 393 | $ 415 | ||
Income Statement [Abstract] | |||||
Operating revenues | 0 | 0 | 0 | 0 | |
Cost of services (exclusive of depreciation and amortization) | 0 | 0 | 0 | 0 | |
Selling, general and administrative expenses | (1) | 23,129 | (19) | 23,252 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Impairment Loss | 0 | 0 | |||
Gain on investments and other, net | 0 | 0 | 0 | 0 | |
Income/(loss) from discontinued operations before income taxes | 1 | (23,129) | 19 | (23,252) | |
Provision/(benefit) for income taxes | 0 | (5,771) | 5 | (5,801) | |
Income/(loss) from discontinued operations, net of tax | $ 1 | $ (17,358) | $ 14 | $ (17,451) |