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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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36-4798491
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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601 Riverside Avenue, Jacksonville, Florida
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32204
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Condensed Consolidated Financial Statements
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March 31, 2016
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December 31, 2015
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||||
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(Unaudited)
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||||
ASSETS
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||||
Current assets:
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Cash and cash equivalents
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$
|
118.3
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|
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$
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186.0
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Trade receivables, net
|
135.0
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|
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134.9
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Prepaid expenses and other current assets
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37.9
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28.2
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Receivables from related parties
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13.1
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7.6
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Total current assets
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304.3
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356.7
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Property and equipment, net
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151.9
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152.0
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Computer software, net
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458.0
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466.5
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Other intangible assets, net
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312.3
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330.2
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Goodwill
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2,223.9
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2,223.9
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Other non-current assets
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183.1
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174.4
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Total assets
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$
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3,633.5
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$
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3,703.7
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LIABILITIES AND EQUITY
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||||
Current liabilities:
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Trade accounts payable and other accrued liabilities
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$
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35.5
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$
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29.3
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Accrued salaries and benefits
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40.2
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52.2
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Legal and regulatory accrual
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6.9
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8.0
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Current portion of long-term debt
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43.5
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43.5
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Accrued interest
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10.4
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4.8
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Deferred revenues
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39.8
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40.4
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Total current liabilities
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176.3
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178.2
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Deferred revenues
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60.4
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56.2
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Deferred income taxes
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4.5
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4.7
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Long-term debt, net of current portion
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1,557.7
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1,618.0
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Other non-current liabilities
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3.7
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1.6
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Total liabilities
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1,802.6
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1,858.7
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Commitments and contingencies (Note 6)
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Equity:
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Class A common stock; $0.0001 par value; 350,000,000 shares authorized, 69,103,465 and 68,303,680 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively
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—
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—
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Class B common stock; $0.0001 par value; 200,000,000 shares authorized, 84,826,282 shares issued and outstanding as of March 31, 2016 and December 31, 2015
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—
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—
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Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none
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—
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—
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Additional paid-in capital
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801.4
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798.9
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Retained earnings
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31.3
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19.9
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Accumulated other comprehensive loss
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(1.8
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)
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(0.1
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)
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Total shareholders' equity
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830.9
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818.7
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Noncontrolling interests
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1,000.0
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1,026.3
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Total equity
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1,830.9
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1,845.0
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Total liabilities and equity
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$
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3,633.5
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$
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3,703.7
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Three months ended March 31,
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||||||
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2016
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2015
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||||
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(Unaudited)
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||||||
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||||
Revenues
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$
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241.9
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$
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227.2
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||||
Expenses:
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||||
Operating expenses
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136.8
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133.2
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Depreciation and amortization
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48.2
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45.9
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Transition and integration costs
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—
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2.6
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Total expenses
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185.0
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181.7
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Operating income
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56.9
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45.5
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Other income and expense:
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Interest expense
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(16.8
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)
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(30.8
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)
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Other expense, net
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(0.8
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)
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—
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Total other expense, net
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(17.6
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)
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(30.8
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)
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Earnings from continuing operations before income taxes
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39.3
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14.7
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Income tax expense
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6.2
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0.1
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Net earnings from continuing operations
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33.1
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14.6
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Loss from discontinued operations, net of tax
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—
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(0.1
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)
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Net earnings
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33.1
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14.5
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Less: Net earnings attributable to noncontrolling interests
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21.7
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14.5
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Net earnings attributable to Black Knight Financial Services, Inc.
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$
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11.4
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$
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—
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Other comprehensive earnings (loss):
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Unrealized holding losses, net of tax
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(2.0
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)
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—
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Reclassification adjustments for losses included in net earnings, net of tax (1)
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0.3
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—
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Total unrealized loss on interest rate swaps, net of tax (2)
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(1.7
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)
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—
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Foreign currency translation adjustment
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—
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(0.1
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)
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Other comprehensive loss
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(1.7
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)
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(0.1
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)
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Comprehensive earnings attributable to noncontrolling interests
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21.7
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14.5
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Comprehensive earnings
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$
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31.4
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$
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14.4
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Earnings per share:
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||||
Net earnings per share attributable to Black Knight Financial Services, Inc., Class A common shareholders:
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Basic
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$
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0.17
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Diluted
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$
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0.17
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|
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Weighted average shares of Class A common stock outstanding (see Note 2):
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|
||||
Basic
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65.8
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|||
Diluted
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152.6
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Class A common stock
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Class B common stock
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Shares
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$
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Shares
|
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$
|
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Additional paid-in capital
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Retained earnings
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Accumulated other comprehensive loss
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Noncontrolling interests
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Total equity
|
||||||||||||||||
Balance, December 31, 2015
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68.3
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$
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—
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84.8
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$
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—
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$
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798.9
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$
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19.9
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$
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(0.1
|
)
|
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$
|
1,026.3
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$
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1,845.0
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Issuance of restricted shares of Class A common stock
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0.8
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|
—
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|
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—
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|
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—
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—
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—
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—
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—
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—
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|||||||
Equity-based compensation expense
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—
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—
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|
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—
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—
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2.5
|
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—
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—
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—
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2.5
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|
|||||||
Net earnings
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—
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—
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—
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—
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|
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—
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11.4
|
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—
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|
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21.7
|
|
|
33.1
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|
|||||||
Unrealized loss on interest rate swaps, net of tax
|
—
|
|
|
—
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
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(1.7
|
)
|
|
—
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|
|
(1.7
|
)
|
|||||||
Tax distributions to members
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
|
—
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|
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(48.0
|
)
|
|
(48.0
|
)
|
|||||||
Balance, March 31, 2016
|
69.1
|
|
|
$
|
—
|
|
|
84.8
|
|
|
$
|
—
|
|
|
$
|
801.4
|
|
|
$
|
31.3
|
|
|
$
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(1.8
|
)
|
|
$
|
1,000.0
|
|
|
$
|
1,830.9
|
|
|
Three months ended March 31,
|
||||||
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2016
|
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2015
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
33.1
|
|
|
$
|
14.5
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
48.2
|
|
|
45.9
|
|
||
Amortization of debt issuance costs, bond premium and original issue discount
|
0.7
|
|
|
(0.5
|
)
|
||
Deferred income taxes, net
|
(0.2
|
)
|
|
—
|
|
||
Equity-based compensation
|
2.7
|
|
|
1.8
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Trade and other receivables, including receivables from related parties
|
(4.0
|
)
|
|
(20.9
|
)
|
||
Prepaid expenses and other assets
|
(11.9
|
)
|
|
(7.7
|
)
|
||
Deferred contract costs
|
(13.4
|
)
|
|
(12.8
|
)
|
||
Deferred revenues
|
3.6
|
|
|
13.4
|
|
||
Trade accounts payable and other accrued liabilities
|
(0.9
|
)
|
|
(7.8
|
)
|
||
Net cash provided by operating activities
|
57.9
|
|
|
25.9
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|||
Additions to property and equipment
|
(6.8
|
)
|
|
(12.2
|
)
|
||
Additions to computer software
|
(9.8
|
)
|
|
(13.1
|
)
|
||
Investment in property records database
|
—
|
|
|
(6.8
|
)
|
||
Net cash used in investing activities
|
(16.6
|
)
|
|
(32.1
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|||
Debt service payments
|
(61.0
|
)
|
|
(16.1
|
)
|
||
Distributions to members
|
(48.0
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(109.0
|
)
|
|
(16.1
|
)
|
||
Net decrease in cash and cash equivalents
|
(67.7
|
)
|
|
(22.3
|
)
|
||
Cash and cash equivalents, beginning of period
|
186.0
|
|
|
61.9
|
|
||
Cash and cash equivalents, end of period
|
$
|
118.3
|
|
|
$
|
39.6
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
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Interest paid
|
$
|
(9.4
|
)
|
|
$
|
(23.0
|
)
|
Income taxes (paid) refunded, net
|
$
|
(1.1
|
)
|
|
$
|
0.2
|
|
(1)
|
Basis of Presentation
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Unrestricted:
|
|
|
|
||||
Cash
|
$
|
110.6
|
|
|
$
|
52.3
|
|
Cash equivalents
|
4.2
|
|
|
130.1
|
|
||
Total unrestricted cash and cash equivalents
|
114.8
|
|
|
182.4
|
|
||
|
|
|
|
||||
Restricted cash equivalents (1)
|
3.5
|
|
|
3.6
|
|
||
|
|
|
|
||||
Total cash and cash equivalents
|
$
|
118.3
|
|
|
$
|
186.0
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Property and equipment
|
$
|
6.9
|
|
|
$
|
7.3
|
|
Computer software
|
18.3
|
|
|
16.9
|
|
||
Other intangible assets
|
17.8
|
|
|
20.9
|
|
||
Deferred contract costs
|
5.2
|
|
|
0.8
|
|
||
Total
|
$
|
48.2
|
|
|
$
|
45.9
|
|
|
Three months ended March 31, 2016
|
||
Basic:
|
|
||
Net earnings attributable to Black Knight
|
$
|
11.4
|
|
Shares used for basic net earnings per share:
|
|
||
Weighted average shares of Class A common stock outstanding
|
65.8
|
|
|
Basic net earnings per share
|
$
|
0.17
|
|
|
|
||
Diluted:
|
|
||
Consolidated earnings before income taxes (including loss from discontinued operations of $0.1)
|
$
|
39.2
|
|
Income tax expense excluding the effect of noncontrolling interests
|
13.9
|
|
|
Consolidated net earnings
|
$
|
25.3
|
|
Shares used for diluted net earnings per share:
|
|
||
Weighted average shares of Class A common stock outstanding
|
65.8
|
|
|
Dilutive effect of unvested restricted shares of Class A common stock
|
2.0
|
|
|
Weighted average shares of Class B common stock outstanding
|
84.8
|
|
|
Weighted average shares of common stock, diluted
|
152.6
|
|
|
Diluted net earnings per share
|
$
|
0.17
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
|
Shares
|
|
Ownership
Percentage
|
|
Shares
|
|
Ownership
Percentage
|
||||
Class A common stock:
|
|
|
|
|
|
|
|
||||
THL and its affiliates
|
39.3
|
|
|
25.5
|
%
|
|
39.3
|
|
|
25.7
|
%
|
Restricted shares
|
3.2
|
|
|
2.1
|
%
|
|
3.9
|
|
|
2.5
|
%
|
Other
|
26.6
|
|
|
17.3
|
%
|
|
25.1
|
|
|
16.4
|
%
|
Total shares of Class A common stock
|
69.1
|
|
|
44.9
|
%
|
|
68.3
|
|
|
44.6
|
%
|
Class B common stock:
|
|
|
|
|
|
|
|
||||
FNF subsidiaries
|
83.3
|
|
|
54.1
|
%
|
|
83.3
|
|
|
54.4
|
%
|
THL and its affiliates
|
1.5
|
|
|
1.0
|
%
|
|
1.5
|
|
|
1.0
|
%
|
Total shares of Class B common stock
|
84.8
|
|
|
55.1
|
%
|
|
84.8
|
|
|
55.4
|
%
|
Total common stock outstanding
|
153.9
|
|
|
100.0
|
%
|
|
153.1
|
|
|
100.0
|
%
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
$
|
16.4
|
|
|
$
|
16.8
|
|
Operating expenses
|
3.4
|
|
|
0.6
|
|
||
Management fees (1)
|
—
|
|
|
1.5
|
|
||
Interest expense
|
1.0
|
|
|
23.0
|
|
(1)
|
Amounts are included in Transition and integration costs on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating expenses
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Management fees (1)
|
—
|
|
|
0.8
|
|
||
Software and software-related purchases
|
0.9
|
|
|
0.2
|
|
(1)
|
Amounts are included in Transition and integration costs on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Data and analytics services
|
$
|
10.4
|
|
|
$
|
12.3
|
|
Servicing, origination and default technology services
|
6.0
|
|
|
4.5
|
|
||
Total related party revenues
|
$
|
16.4
|
|
|
$
|
16.8
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Data entry, indexing services and other operating expenses
|
$
|
2.3
|
|
|
$
|
1.9
|
|
Corporate services operating expenses
|
2.3
|
|
|
2.2
|
|
||
Technology and corporate services expense reimbursement
|
(0.8
|
)
|
|
(3.1
|
)
|
||
Total related party expenses, net
|
$
|
3.8
|
|
|
$
|
1.0
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Principal
|
|
Debt issuance costs
|
|
Premium (discount)
|
|
Total
|
|
Principal
|
|
Debt issuance costs
|
|
Premium (discount)
|
|
Total
|
||||||||||||||||
Term A Loan
|
$
|
770.0
|
|
|
$
|
(8.8
|
)
|
|
$
|
—
|
|
|
$
|
761.2
|
|
|
$
|
780.0
|
|
|
$
|
(9.4
|
)
|
|
$
|
—
|
|
|
$
|
770.6
|
|
Term B Loan
|
397.0
|
|
|
(3.8
|
)
|
|
(0.9
|
)
|
|
392.3
|
|
|
398.0
|
|
|
(3.9
|
)
|
|
(0.9
|
)
|
|
393.2
|
|
||||||||
Revolving Credit Facility
|
50.0
|
|
|
(4.5
|
)
|
|
—
|
|
|
45.5
|
|
|
100.0
|
|
|
(4.8
|
)
|
|
—
|
|
|
95.2
|
|
||||||||
Senior Notes, issued at par
|
390.0
|
|
|
—
|
|
|
12.2
|
|
|
402.2
|
|
|
390.0
|
|
|
—
|
|
|
12.5
|
|
|
402.5
|
|
||||||||
Total long-term debt
|
1,607.0
|
|
|
(17.1
|
)
|
|
11.3
|
|
|
1,601.2
|
|
|
1,668.0
|
|
|
(18.1
|
)
|
|
11.6
|
|
|
1,661.5
|
|
||||||||
Less: Current portion of long-term debt
|
44.0
|
|
|
(0.5
|
)
|
|
—
|
|
|
43.5
|
|
|
44.0
|
|
|
(0.5
|
)
|
|
—
|
|
|
43.5
|
|
||||||||
Long-term debt, net of current portion
|
$
|
1,563.0
|
|
|
$
|
(16.6
|
)
|
|
$
|
11.3
|
|
|
$
|
1,557.7
|
|
|
$
|
1,624.0
|
|
|
$
|
(17.6
|
)
|
|
$
|
11.6
|
|
|
$
|
1,618.0
|
|
2016 (remaining)
|
$
|
33.0
|
|
2017
|
64.0
|
|
|
2018
|
84.0
|
|
|
2019
|
104.0
|
|
|
2020
|
554.0
|
|
|
Thereafter
|
768.0
|
|
|
Total
|
$
|
1,607.0
|
|
Redemption Period
|
|
Percentage
|
October 15, 2017 to October 14, 2018
|
|
102.875%
|
October 15, 2018 to October 14, 2019
|
|
101.917%
|
October 15, 2019 to October 14, 2020
|
|
100.958%
|
October 15, 2020 and thereafter
|
|
100.000%
|
Balance Sheet Account
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Other non-current liabilities
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
|
Amount of loss
recognized in OCE
|
|
Amount of loss reclassified from accumulated OCE
into net earnings
|
||||
|
|
|
||||||
Swap Agreements
|
|
$
|
2.4
|
|
|
$
|
0.4
|
|
|
Shares
|
|
Weighted Averaged Grant Date Fair Value
|
|||
Balance December 31, 2015
|
3.9
|
|
|
*
|
|
|
Granted
|
0.8
|
|
|
$
|
28.29
|
|
Vested
|
(1.5
|
)
|
|
*
|
|
|
Balance March 31, 2016
|
3.2
|
|
|
*
|
|
*
|
The BKFS LLC profits interest units that were converted into restricted shares in connection with our IPO had a weighted average grant date fair value of
$2.10
per unit. The fair value of the restricted shares at the date of conversion, May 20, 2015, was
$24.50
per share. The original grant date fair value of the vested restricted shares, which were originally granted as profits interests units, was
$2.01
per unit.
|
•
|
Technology -
offers software and hosting solutions that support loan servicing, loan origination and settlement services.
|
•
|
Data and Analytics -
offers solutions to enhance and support our technology products in the mortgage, real estate and capital markets industries. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation and other data solutions.
|
|
Technology
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||
|
|
||||||||||||||
Revenues
|
$
|
200.1
|
|
|
$
|
41.8
|
|
|
$
|
—
|
|
|
$
|
241.9
|
|
Operating expenses (1)
|
87.0
|
|
|
35.0
|
|
|
14.8
|
|
|
136.8
|
|
||||
Depreciation and amortization
|
43.6
|
|
|
3.6
|
|
|
1.0
|
|
|
48.2
|
|
||||
Operating income (loss)
|
69.5
|
|
|
3.2
|
|
|
(15.8
|
)
|
|
56.9
|
|
||||
Interest expense
|
0.2
|
|
|
—
|
|
|
(17.0
|
)
|
|
(16.8
|
)
|
||||
Other income (expense)
|
0.1
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.8
|
)
|
||||
Earnings (loss) from continuing operations before income taxes
|
69.8
|
|
|
3.2
|
|
|
(33.7
|
)
|
|
39.3
|
|
||||
Income tax expense
|
0.1
|
|
|
—
|
|
|
6.1
|
|
|
6.2
|
|
||||
Earnings (loss) from continuing operations
|
$
|
69.7
|
|
|
$
|
3.2
|
|
|
$
|
(39.8
|
)
|
|
$
|
33.1
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
3,115.7
|
|
|
$
|
314.2
|
|
|
$
|
203.6
|
|
|
$
|
3,633.5
|
|
Goodwill
|
$
|
2,050.7
|
|
|
$
|
173.2
|
|
|
$
|
—
|
|
|
$
|
2,223.9
|
|
|
Technology
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||
|
|
||||||||||||||
Revenues
|
$
|
182.3
|
|
|
$
|
44.8
|
|
|
$
|
0.1
|
|
|
$
|
227.2
|
|
Operating expenses (1)
|
84.3
|
|
|
37.0
|
|
|
11.9
|
|
|
133.2
|
|
||||
Depreciation and amortization
|
41.5
|
|
|
3.4
|
|
|
1.0
|
|
|
45.9
|
|
||||
Transition and integration costs
|
—
|
|
|
—
|
|
|
2.6
|
|
|
2.6
|
|
||||
Operating income (loss)
|
56.5
|
|
|
4.4
|
|
|
(15.4
|
)
|
|
45.5
|
|
||||
Interest expense
|
0.2
|
|
|
—
|
|
|
(31.0
|
)
|
|
(30.8
|
)
|
||||
Earnings (loss) from continuing operations before income taxes
|
56.7
|
|
|
4.4
|
|
|
(46.4
|
)
|
|
14.7
|
|
||||
Income tax expense
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Earnings (loss) from continuing operations
|
$
|
56.6
|
|
|
$
|
4.4
|
|
|
$
|
(46.4
|
)
|
|
$
|
14.6
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
||||||||
Total assets (2)
|
$
|
3,155.8
|
|
|
$
|
314.9
|
|
|
$
|
125.8
|
|
|
$
|
3,596.5
|
|
Goodwill
|
$
|
2,050.7
|
|
|
$
|
173.2
|
|
|
$
|
—
|
|
|
$
|
2,223.9
|
|
(1)
|
Operating expenses within the "Corporate and Other" segment are primarily attributable to unallocated general and administrative expenses.
|
(2)
|
Reclassifications have been made to Total assets as of March 31, 2015 to move related party and intercompany receivable balances from the "Technology" and "Data and Analytics" segments to the "Corporate and Other" segment to conform with the 2016 presentation.
|
•
|
Increased regulation
. Most U.S. mortgage market participants have become subject to increasing regulatory oversight and regulatory requirements as federal and state governments have enacted various new laws, rules and regulations. One example of such legislation is the Dodd-Frank Act, which contains broad changes for many sectors of the financial services and lending industries and established the CFPB, a new federal regulatory agency responsible for regulating consumer financial protection within the United States. It is our experience that mortgage lenders have become more focused on minimizing the risk of non-compliance with these evolving regulations and are looking toward technologies and solutions that help them comply with the increased regulatory oversight and burdens. The CFPB final rules became effective October 2015, amending Regulation Z (the Truth in Lending Act) ("TILA") and Regulation X (Real Estate Settlement Procedures Act) ("RESPA") (the “TILA-RESPA Rule”) to consolidate existing loan disclosures under TILA and RESPA for closed-end credit transactions secured by real property. The TILA-RESPA Rule requires (i) timely delivery of a loan estimate upon receipt of a consumer’s application and (ii) timely delivery of a closing disclosure prior to consummation of a transaction. The TILA-RESPA Rule also imposes certain restrictions, including the prohibition of imposing fees prior to provision of an estimate and the prohibition of providing estimates prior to a consumer’s submission of verifying documents.
|
•
|
Lenders increasingly focused on core operations.
As a result of greater regulatory scrutiny and the higher cost of doing business, we believe lenders have become more focused on their core operations and customers. We believe lenders are increasingly shifting from in-house technologies to solutions with third-party providers who can provide better technology and services more efficiently. Lenders require these vendors to provide best-in-class technology and deep domain expertise and to assist them in maintaining regulatory compliance.
|
•
|
Growing role of technology in the U.S. mortgage industry.
Banks and other lenders and servicers have become increasingly focused on technology automation and workflow management to operate more efficiently and meet their regulatory guidelines. We believe vendors must be able to support the complexity of the market, display extensive industry knowledge and possess the financial resources to make the necessary investments in technology to support lenders.
|
•
|
Increased demand for enhanced transparency and analytic insight
. As U.S. mortgage market participants work to minimize the risk in lending, servicing and capital markets, they rely on the integration of data and analytics with technologies that enhance the decision making process. These industry participants rely on large comprehensive third party databases coupled with enhanced analytics to achieve these goals.
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Technology
|
$
|
200.1
|
|
|
$
|
182.3
|
|
Data and Analytics
|
41.8
|
|
|
44.8
|
|
||
Corporate and Other
|
—
|
|
|
0.1
|
|
||
Total
|
$
|
241.9
|
|
|
$
|
227.2
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Technology
|
$
|
87.0
|
|
|
$
|
84.3
|
|
Data and Analytics
|
35.0
|
|
|
37.0
|
|
||
Corporate and Other
|
14.8
|
|
|
11.9
|
|
||
Total
|
$
|
136.8
|
|
|
$
|
133.2
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Technology
|
$
|
43.6
|
|
|
$
|
41.5
|
|
Data and Analytics
|
3.6
|
|
|
3.4
|
|
||
Corporate and Other
|
1.0
|
|
|
1.0
|
|
||
Total
|
$
|
48.2
|
|
|
$
|
45.9
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
$
|
57.9
|
|
|
$
|
25.9
|
|
Cash flows from investing activities
|
|
(16.6
|
)
|
|
(32.1
|
)
|
||
Cash flows from financing activities
|
|
(109.0
|
)
|
|
(16.1
|
)
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(67.7
|
)
|
|
$
|
(22.3
|
)
|
10.1
|
|
Amended and Restated Employment Agreement by and between Kirk T. Larsen and BKFS I Management, Inc. dated March 17, 2016
|
|
|
|
10.2
|
|
Amended and Restated Employment Agreement by and between Anthony Orefice and BKFS I Management, Inc. dated January 3, 2016
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
32.2
|
|
Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
101
|
|
Interactive data files.
|
|
|
|
Date:
|
April 29, 2016
|
BLACK KNIGHT FINANCIAL SERVICES, INC.
(registrant)
|
|
|
|
|
By:
|
/s/ Kirk T. Larsen
|
|
|
|
|
Kirk T. Larsen
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Exhibit
|
|
|
No.
|
|
Description
|
10.1
|
|
Amended and Restated Employment Agreement by and between Kirk T. Larsen and BKFS I Management, Inc. dated March 17, 2016
|
|
|
|
10.2
|
|
Amended and Restated Employment Agreement by and between Anthony Orefice and BKFS I Management, Inc. dated January 3, 2016
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
32.2
|
|
Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
101
|
|
Interactive data files.
|
|
BKFS I MANAGEMENT, INC.
By:
/s/
Michael L. Gravelle
Its:
Executive Vice President, General Counsel and Corporate Secretary
|
|
KIRK LARSEN
/s/
Kirk T. Larsen
|
|
BKFS I MANAGEMENT, INC.
By:
/s/
Michael L. Gravelle
Its:
Executive Vice President, General Counsel and Corporate Secretary
|
|
TONY OREFICE
/s/
Tony Orefice
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[omitted];
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ Thomas J. Sanzone
|
|
|
Thomas J. Sanzone
President and Chief Executive Officer |
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[omitted];
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ Kirk T. Larsen
|
|
|
Kirk T. Larsen
Executive Vice President and Chief Financial Officer |
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Thomas J. Sanzone
|
|
|
Thomas J. Sanzone
|
|
|
President and Chief Executive Officer
|
|
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Kirk T. Larsen
|
|
|
Kirk T. Larsen
|
|
|
Executive Vice President and Chief Financial Officer
|
|