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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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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81-5265638
|
||||
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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||||
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601 Riverside Avenue
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,
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Jacksonville
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,
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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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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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BKI
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Item 1.
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Condensed Consolidated Financial Statements (Unaudited)
|
|
September 30, 2019
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|
December 31, 2018
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||||
ASSETS
|
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|
||||
Current assets:
|
|
|
|
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|
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Cash and cash equivalents
|
$
|
9.8
|
|
|
$
|
20.3
|
|
Trade receivables, net
|
180.6
|
|
|
172.3
|
|
||
Prepaid expenses and other current assets
|
75.1
|
|
|
67.3
|
|
||
Receivables from related parties
|
6.2
|
|
|
6.2
|
|
||
Total current assets
|
271.7
|
|
|
266.1
|
|
||
Property and equipment, net
|
161.8
|
|
|
177.1
|
|
||
Computer software, net
|
401.4
|
|
|
405.6
|
|
||
Other intangible assets, net
|
165.6
|
|
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188.0
|
|
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Goodwill
|
2,361.4
|
|
|
2,329.7
|
|
||
Investments in unconsolidated affiliates
|
338.8
|
|
|
3.8
|
|
||
Deferred contract costs, net
|
157.5
|
|
|
161.3
|
|
||
Other non-current assets
|
145.3
|
|
|
121.8
|
|
||
Total assets
|
$
|
4,003.5
|
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$
|
3,653.4
|
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LIABILITIES AND EQUITY
|
|
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|
||||
Current liabilities:
|
|
|
|
|
|
||
Trade accounts payable and other accrued liabilities
|
$
|
41.9
|
|
|
$
|
67.8
|
|
Accrued compensation and benefits
|
49.2
|
|
|
65.8
|
|
||
Current portion of long-term debt
|
62.9
|
|
|
52.5
|
|
||
Deferred revenues
|
47.3
|
|
|
52.9
|
|
||
Total current liabilities
|
201.3
|
|
|
239.0
|
|
||
Deferred revenues
|
96.4
|
|
|
106.8
|
|
||
Deferred income taxes
|
204.2
|
|
|
220.9
|
|
||
Long-term debt, net of current portion
|
1,570.5
|
|
|
1,284.2
|
|
||
Other non-current liabilities
|
63.3
|
|
|
16.0
|
|
||
Total liabilities
|
2,135.7
|
|
|
1,866.9
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
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Equity:
|
|
|
|
|
|||
Common stock; $0.0001 par value; 550,000,000 shares authorized; 153,068,425 shares issued and 149,571,766 shares outstanding as of September 30, 2019, and 153,241,851 shares issued and 149,358,973 shares outstanding as of December 31, 2018
|
—
|
|
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—
|
|
||
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of September 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,582.0
|
|
|
1,585.8
|
|
||
Retained earnings
|
477.1
|
|
|
381.1
|
|
||
Accumulated other comprehensive (loss) earnings
|
(26.4
|
)
|
|
0.3
|
|
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Treasury stock, at cost, 3,496,659 shares as of September 30, 2019 and 3,882,878 shares as of December 31, 2018
|
(164.9
|
)
|
|
(180.7
|
)
|
||
Total equity
|
1,867.8
|
|
|
1,786.5
|
|
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Total liabilities and equity
|
$
|
4,003.5
|
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$
|
3,653.4
|
|
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Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
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2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
299.1
|
|
|
$
|
281.7
|
|
|
$
|
877.1
|
|
|
$
|
828.6
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
163.9
|
|
|
157.4
|
|
|
483.3
|
|
|
462.2
|
|
||||
Depreciation and amortization
|
59.6
|
|
|
54.0
|
|
|
174.0
|
|
|
159.0
|
|
||||
Transition and integration costs
|
0.4
|
|
|
3.3
|
|
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2.3
|
|
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5.8
|
|
||||
Total expenses
|
223.9
|
|
|
214.7
|
|
|
659.6
|
|
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627.0
|
|
||||
Operating income
|
75.2
|
|
|
67.0
|
|
|
217.5
|
|
|
201.6
|
|
||||
Other income and expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(16.5
|
)
|
|
(13.2
|
)
|
|
(48.2
|
)
|
|
(39.1
|
)
|
||||
Other expense, net
|
(0.1
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(6.4
|
)
|
||||
Total other expense, net
|
(16.6
|
)
|
|
(13.2
|
)
|
|
(49.1
|
)
|
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(45.5
|
)
|
||||
Earnings before income taxes and equity in losses of unconsolidated affiliates
|
58.6
|
|
|
53.8
|
|
|
168.4
|
|
|
156.1
|
|
||||
Income tax expense
|
9.4
|
|
|
10.8
|
|
|
34.6
|
|
|
30.4
|
|
||||
Earnings before equity in losses of unconsolidated affiliates
|
49.2
|
|
|
43.0
|
|
|
133.8
|
|
|
125.7
|
|
||||
Equity in losses of unconsolidated affiliates, net of tax
|
(11.9
|
)
|
|
—
|
|
|
(37.9
|
)
|
|
—
|
|
||||
Net earnings
|
$
|
37.3
|
|
|
$
|
43.0
|
|
|
$
|
95.9
|
|
|
$
|
125.7
|
|
Other comprehensive (loss) earnings:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding (losses) gains, net of tax(1)
|
(3.0
|
)
|
|
3.6
|
|
|
(21.0
|
)
|
|
11.7
|
|
||||
Reclassification adjustments for losses (gains) included in net earnings, net of tax(2)
|
0.1
|
|
|
(0.7
|
)
|
|
(0.9
|
)
|
|
(1.5
|
)
|
||||
Total unrealized (losses) gains on interest rate swaps, net of tax
|
(2.9
|
)
|
|
2.9
|
|
|
(21.9
|
)
|
|
10.2
|
|
||||
Foreign currency translation adjustment(3)
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Unrealized losses on investments in unconsolidated affiliates(4)
|
(3.4
|
)
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
||||
Other comprehensive (loss) earnings
|
(6.3
|
)
|
|
2.8
|
|
|
(27.7
|
)
|
|
9.8
|
|
||||
Comprehensive earnings
|
$
|
31.0
|
|
|
$
|
45.8
|
|
|
$
|
68.2
|
|
|
$
|
135.5
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.25
|
|
|
$
|
0.29
|
|
|
$
|
0.65
|
|
|
$
|
0.85
|
|
Diluted
|
$
|
0.25
|
|
|
$
|
0.29
|
|
|
$
|
0.65
|
|
|
$
|
0.85
|
|
Weighted average shares of common stock outstanding (Note 4):
|
|
|
|
|
|
|
|
||||||||
Basic
|
147.7
|
|
|
147.2
|
|
|
147.6
|
|
|
147.7
|
|
||||
Diluted
|
148.5
|
|
|
147.8
|
|
|
148.4
|
|
|
148.2
|
|
(1)
|
Net of income tax benefit of $1.0 million and $7.4 million for the three and nine months ended September 30, 2019, respectively, and income tax expense of $1.1 million and $3.7 million for the three and nine months ended September 30, 2018, respectively.
|
(2)
|
Amounts reclassified to net earnings relate to losses (gains) on interest rate swaps and are included in Interest expense, net above. Amounts are net of income tax benefit of less than $0.1 million and income tax expense of $0.3 million for the three and nine months ended September 30, 2019, respectively, and net of income tax expense of $0.3 million and $0.6 million for the three and nine months ended September 30, 2018, respectively.
|
(3)
|
Net of income tax benefit of less than $0.1 million and $0.2 million for the three and nine months ended September 30, 2018, respectively.
|
(4)
|
Net of income tax benefit of $1.1 million and $2.0 million for the three and nine months ended September 30, 2019, respectively.
|
|
Three months ended September 30, 2019
|
||||||||||||||||||||||||||||
|
Common stock
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive loss
|
|
Treasury stock
|
|
|
||||||||||||||||||
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
Total equity
|
|||||||||||||||||
Balance, June 30, 2019
|
153.1
|
|
|
$
|
—
|
|
|
$
|
1,567.3
|
|
|
$
|
451.3
|
|
|
$
|
(17.9
|
)
|
|
3.4
|
|
|
$
|
(160.9
|
)
|
|
$
|
1,839.8
|
|
Change in accounting principle (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
(14.2
|
)
|
||||||
Adjusted balance, June 30, 2019
|
153.1
|
|
|
—
|
|
|
1,567.3
|
|
|
439.3
|
|
|
(20.1
|
)
|
|
3.4
|
|
|
(160.9
|
)
|
|
1,825.6
|
|
||||||
Forfeitures of restricted shares of common stock
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(1.9
|
)
|
|
—
|
|
||||||
Tax withholding payments for restricted share vesting
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
||||||
Vesting of restricted shares granted from treasury stock
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
14.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.4
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
37.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.3
|
|
||||||
Equity-based compensation expense of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Unrealized losses on interest rate swaps, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
||||||
Other comprehensive loss on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
||||||
Balance, September 30, 2019
|
153.1
|
|
|
$
|
—
|
|
|
$
|
1,582.0
|
|
|
$
|
477.1
|
|
|
$
|
(26.4
|
)
|
|
3.5
|
|
|
$
|
(164.9
|
)
|
|
$
|
1,867.8
|
|
|
Three months ended September 30, 2018
|
||||||||||||||||||||||||||||
|
Common stock
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive earnings
|
|
Treasury stock
|
|
|
||||||||||||||||||
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
Total equity
|
|||||||||||||||||
Balance June 30, 2018
|
153.3
|
|
|
$
|
—
|
|
|
$
|
1,555.5
|
|
|
$
|
295.3
|
|
|
$
|
10.9
|
|
|
3.9
|
|
|
$
|
(180.5
|
)
|
|
$
|
1,681.2
|
|
Grant of restricted shares of common stock
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||||
Tax withholding payments for restricted share vesting
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
43.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.0
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Unrealized gains on interest rate swaps, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
Balance, September 30, 2018
|
153.3
|
|
|
$
|
—
|
|
|
$
|
1,567.6
|
|
|
$
|
338.3
|
|
|
$
|
13.7
|
|
|
3.9
|
|
|
$
|
(180.0
|
)
|
|
$
|
1,739.6
|
|
|
Nine months ended September 30, 2019
|
||||||||||||||||||||||||||||
|
Common stock
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive earnings (loss)
|
|
Treasury stock
|
|
|
||||||||||||||||||
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
Total equity
|
|||||||||||||||||
Balance, December 31, 2018
|
153.2
|
|
|
$
|
—
|
|
|
$
|
1,585.8
|
|
|
$
|
381.1
|
|
|
$
|
0.3
|
|
|
3.9
|
|
|
$
|
(180.7
|
)
|
|
$
|
1,786.5
|
|
Effect of ASU 2018-02 adoption (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted balance at January 1, 2019
|
153.2
|
|
|
—
|
|
|
1,585.8
|
|
|
380.1
|
|
|
1.3
|
|
|
3.9
|
|
|
(180.7
|
)
|
|
1,786.5
|
|
||||||
Grant of restricted shares of common stock
|
—
|
|
|
—
|
|
|
(37.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
37.3
|
|
|
—
|
|
||||||
Forfeitures of restricted shares of common stock
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(2.9
|
)
|
|
—
|
|
||||||
Tax withholding payments for restricted share vesting
|
(0.1
|
)
|
|
—
|
|
|
(15.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.9
|
)
|
||||||
Vesting of restricted shares granted from treasury stock
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(6.7
|
)
|
|
—
|
|
||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
39.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.8
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
95.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95.9
|
|
||||||
Equity-based compensation expense of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Unrealized losses on interest rate swaps, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
||||||
Other comprehensive loss on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
||||||
Balance, September 30, 2019
|
153.1
|
|
|
$
|
—
|
|
|
$
|
1,582.0
|
|
|
$
|
477.1
|
|
|
$
|
(26.4
|
)
|
|
3.5
|
|
|
$
|
(164.9
|
)
|
|
$
|
1,867.8
|
|
|
Nine months ended September 30, 2018
|
||||||||||||||||||||||||||||
|
Common stock
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive earnings
|
|
Treasury stock
|
|
|
||||||||||||||||||
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
Total equity
|
|||||||||||||||||
Balance, December 31, 2017
|
153.4
|
|
|
$
|
—
|
|
|
$
|
1,593.6
|
|
|
$
|
201.4
|
|
|
$
|
3.9
|
|
|
2.0
|
|
|
$
|
(90.1
|
)
|
|
$
|
1,708.8
|
|
Cumulative effect of ASC 606 adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
||||||
Adjusted balance at January 1, 2018
|
153.4
|
|
|
—
|
|
|
1,593.6
|
|
|
212.6
|
|
|
3.9
|
|
|
2.0
|
|
|
(90.1
|
)
|
|
1,720.0
|
|
||||||
Grant of restricted shares of common stock
|
—
|
|
|
—
|
|
|
(52.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
52.2
|
|
|
—
|
|
||||||
Forfeitures of restricted shares of common stock
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||||
Tax withholding payments for restricted share vesting
|
(0.1
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
(141.5
|
)
|
|
(141.5
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
33.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.2
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
125.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125.7
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Unrealized gains on interest rate swaps, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
||||||
Balance, September 30, 2018
|
153.3
|
|
|
$
|
—
|
|
|
$
|
1,567.6
|
|
|
$
|
338.3
|
|
|
$
|
13.7
|
|
|
3.9
|
|
|
$
|
(180.0
|
)
|
|
$
|
1,739.6
|
|
|
Nine months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
95.9
|
|
|
$
|
125.7
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
174.0
|
|
|
159.0
|
|
||
Amortization of debt issuance costs and original issue discount
|
2.1
|
|
|
2.3
|
|
||
Loss on extinguishment of debt, net
|
—
|
|
|
5.8
|
|
||
Deferred income taxes, net
|
5.9
|
|
|
1.6
|
|
||
Equity in losses of unconsolidated affiliates, net of tax
|
37.9
|
|
|
—
|
|
||
Equity-based compensation
|
39.8
|
|
|
33.4
|
|
||
Changes in assets and liabilities, net of acquired assets and liabilities:
|
|
|
|
||||
Trade and other receivables, including receivables from related parties
|
(7.9
|
)
|
|
38.7
|
|
||
Prepaid expenses and other assets
|
1.8
|
|
|
(32.6
|
)
|
||
Deferred contract costs
|
(28.8
|
)
|
|
(35.1
|
)
|
||
Deferred revenues
|
(16.0
|
)
|
|
(4.1
|
)
|
||
Trade accounts payable and other liabilities
|
(83.3
|
)
|
|
10.7
|
|
||
Net cash provided by operating activities
|
221.4
|
|
|
305.4
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|||
Additions to property and equipment
|
(11.3
|
)
|
|
(20.1
|
)
|
||
Additions to computer software
|
(57.2
|
)
|
|
(53.6
|
)
|
||
Business acquisitions, net of cash acquired
|
(52.8
|
)
|
|
(6.0
|
)
|
||
Investments in unconsolidated affiliate
|
(392.6
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(513.9
|
)
|
|
(79.7
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|||
Revolver borrowings
|
842.8
|
|
|
523.2
|
|
||
Revolver payments
|
(509.0
|
)
|
|
(441.2
|
)
|
||
Term loan borrowings
|
—
|
|
|
258.6
|
|
||
Term loan payments
|
(23.4
|
)
|
|
(410.7
|
)
|
||
Purchases of treasury stock
|
(11.9
|
)
|
|
(141.5
|
)
|
||
Tax withholding payments for restricted share vesting
|
(15.9
|
)
|
|
(7.6
|
)
|
||
Debt issuance costs
|
—
|
|
|
(5.8
|
)
|
||
Other financing activities
|
(0.6
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
282.0
|
|
|
(225.0
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(10.5
|
)
|
|
0.7
|
|
||
Cash and cash equivalents, beginning of period
|
20.3
|
|
|
16.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
9.8
|
|
|
$
|
16.9
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
|||
Interest paid, net
|
$
|
(45.3
|
)
|
|
$
|
(36.2
|
)
|
Income taxes paid, net
|
$
|
(41.9
|
)
|
|
$
|
(21.6
|
)
|
(1)
|
Basis of Presentation
|
Total number of shares repurchased
|
|
Aggregate purchase price
|
|
Average price paid per share
|
|
Shares remaining under repurchase authorization as of
September 30, 2019
|
||||||
0.2
|
|
|
$
|
11.9
|
|
|
$
|
57.94
|
|
|
3.6
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash
|
$
|
6.9
|
|
|
$
|
9.5
|
|
Cash equivalents
|
2.9
|
|
|
10.8
|
|
||
Cash and cash equivalents
|
$
|
9.8
|
|
|
$
|
20.3
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Trade receivables — billed
|
$
|
136.2
|
|
|
$
|
136.6
|
|
Trade receivables — unbilled
|
46.0
|
|
|
37.0
|
|
||
Trade receivables
|
182.2
|
|
|
173.6
|
|
||
Allowance for doubtful accounts
|
(1.6
|
)
|
|
(1.3
|
)
|
||
Trade receivables, net
|
$
|
180.6
|
|
|
$
|
172.3
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Prepaid expenses
|
$
|
45.7
|
|
|
$
|
43.9
|
|
Contract assets
|
18.2
|
|
|
14.8
|
|
||
Other current assets
|
11.2
|
|
|
8.6
|
|
||
Prepaid expenses and other current assets
|
$
|
75.1
|
|
|
$
|
67.3
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Computer software
|
$
|
23.9
|
|
|
$
|
23.3
|
|
|
$
|
71.0
|
|
|
$
|
68.7
|
|
Other intangible assets
|
14.7
|
|
|
14.2
|
|
|
43.8
|
|
|
42.5
|
|
||||
Deferred contract costs
|
11.9
|
|
|
8.2
|
|
|
32.6
|
|
|
24.1
|
|
||||
Property and equipment
|
9.1
|
|
|
8.3
|
|
|
26.6
|
|
|
23.7
|
|
||||
Total
|
$
|
59.6
|
|
|
$
|
54.0
|
|
|
$
|
174.0
|
|
|
$
|
159.0
|
|
Cash paid
|
$
|
55.0
|
|
Contingent consideration
|
9.0
|
|
|
Less: cash acquired
|
(2.2
|
)
|
|
Total consideration, net
|
$
|
61.8
|
|
Total purchase price consideration
|
$
|
61.8
|
|
|
|
||
Computer software
|
$
|
9.4
|
|
Other intangible assets
|
21.4
|
|
|
Goodwill
|
31.7
|
|
|
Other current and non-current assets
|
4.4
|
|
|
Total assets acquired
|
66.9
|
|
|
Total liabilities assumed
|
5.1
|
|
|
Net assets acquired
|
$
|
61.8
|
|
|
Gross carrying value
|
|
Weighted average
estimated life
(in years)
|
||
Computer software
|
$
|
9.4
|
|
|
5
|
Other intangible assets:
|
|
|
|
||
Customer relationships
|
19.1
|
|
|
10
|
|
Trade names
|
1.4
|
|
|
3
|
|
Non-compete agreements
|
0.9
|
|
|
5
|
|
Other intangible assets
|
21.4
|
|
|
|
|
Total gross carrying value
|
$
|
30.8
|
|
|
|
|
September 30, 2019
|
||||||
|
Total assets
|
|
Maximum exposure
|
||||
Investment in Star Parent
|
$
|
335.2
|
|
|
$
|
335.2
|
|
|
March 31, 2019
|
||||||
|
As reported
|
|
Adjusted
|
||||
Investments in unconsolidated affiliates
|
$
|
378.7
|
|
|
$
|
360.5
|
|
Deferred income taxes
|
$
|
221.5
|
|
|
$
|
216.8
|
|
Retained earnings
|
$
|
419.4
|
|
|
$
|
406.1
|
|
Accumulated other comprehensive loss
|
$
|
(5.6
|
)
|
|
$
|
(5.8
|
)
|
|
Three months ended March 31, 2019
|
||||||
|
As reported
|
|
Adjusted
|
||||
Equity in losses of unconsolidated affiliates, net of tax
|
$
|
—
|
|
|
$
|
(13.3
|
)
|
Net earnings
|
$
|
39.3
|
|
|
$
|
26.0
|
|
|
|
|
|
||||
Other comprehensive (loss) earnings:
|
|
|
|
||||
Unrealized losses on investments in unconsolidated affiliates
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
|
|
|
||||
Net earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.27
|
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.27
|
|
|
$
|
0.18
|
|
|
June 30, 2019
|
||||||
|
As reported
|
|
Adjusted
|
||||
Investments in unconsolidated affiliates
|
$
|
360.4
|
|
|
$
|
341.0
|
|
Deferred income taxes
|
$
|
210.5
|
|
|
$
|
205.3
|
|
Retained earnings
|
$
|
451.3
|
|
|
$
|
439.3
|
|
Accumulated other comprehensive loss
|
$
|
(17.9
|
)
|
|
$
|
(20.1
|
)
|
|
Three months ended June 30, 2019
|
|
Six months ended June 30, 2019
|
||||||||||||
|
As reported
|
|
Adjusted
|
|
As reported
|
|
Adjusted
|
||||||||
Equity in losses of unconsolidated affiliates, net of tax
|
$
|
(13.4
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
(13.4
|
)
|
|
$
|
(26.0
|
)
|
Net earnings
|
$
|
31.9
|
|
|
$
|
32.6
|
|
|
$
|
71.2
|
|
|
$
|
58.6
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) earnings:
|
|
|
|
|
|
|
|
||||||||
Unrealized losses on investments in unconsolidated affiliates
|
$
|
(0.2
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.48
|
|
|
$
|
0.40
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.22
|
|
|
$
|
0.48
|
|
|
$
|
0.39
|
|
|
|
September 30, 2019
|
||
Current assets
|
|
$
|
373.1
|
|
Non-current assets
|
|
8,702.6
|
|
|
Total assets
|
|
$
|
9,075.7
|
|
|
|
|
||
Current liabilities, including short-term debt
|
|
$
|
833.3
|
|
Non-current liabilities
|
|
5,337.9
|
|
|
Total liabilities
|
|
6,171.2
|
|
|
Cumulative preferred series A stock
|
|
1,028.4
|
|
|
Total capital
|
|
1,876.1
|
|
|
Total liabilities and partners' capital
|
|
$
|
9,075.7
|
|
|
Three months ended
September 30, 2019
|
|
For the period
February 8 to September 30, 2019
|
||||
Revenues
|
$
|
408.2
|
|
|
$
|
981.2
|
|
Loss before provision for income taxes and equity in net income of affiliates
|
(79.2
|
)
|
|
(277.1
|
)
|
||
Net loss
|
(54.9
|
)
|
|
(196.5
|
)
|
||
Net loss attributable to Star Parent
|
(88.4
|
)
|
|
(281.8
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
37.3
|
|
|
$
|
43.0
|
|
|
$
|
95.9
|
|
|
$
|
125.7
|
|
Shares used for basic net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
|
147.7
|
|
|
147.2
|
|
|
147.6
|
|
|
147.7
|
|
||||
Basic net earnings per share
|
$
|
0.25
|
|
|
$
|
0.29
|
|
|
$
|
0.65
|
|
|
$
|
0.85
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
37.3
|
|
|
$
|
43.0
|
|
|
$
|
95.9
|
|
|
$
|
125.7
|
|
Shares used for diluted net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
|
147.7
|
|
|
147.2
|
|
|
147.6
|
|
|
147.7
|
|
||||
Dilutive effect of unvested restricted shares of common stock
|
0.8
|
|
|
0.6
|
|
|
0.8
|
|
|
0.5
|
|
||||
Weighted average shares of common stock, diluted
|
148.5
|
|
|
147.8
|
|
|
148.4
|
|
|
148.2
|
|
||||
Diluted net earnings per share
|
$
|
0.25
|
|
|
$
|
0.29
|
|
|
$
|
0.65
|
|
|
$
|
0.85
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
18.1
|
|
|
$
|
17.6
|
|
|
$
|
48.3
|
|
|
$
|
43.9
|
|
Operating expenses
|
3.8
|
|
|
4.5
|
|
|
9.7
|
|
|
9.5
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Software services
|
$
|
12.9
|
|
|
$
|
12.0
|
|
|
$
|
32.4
|
|
|
$
|
27.8
|
|
Data and analytics services
|
5.2
|
|
|
5.6
|
|
|
15.9
|
|
|
16.1
|
|
||||
Total related party revenues
|
$
|
18.1
|
|
|
$
|
17.6
|
|
|
$
|
48.3
|
|
|
$
|
43.9
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Data entry, indexing services and other operating expenses
|
$
|
2.6
|
|
|
$
|
3.4
|
|
|
$
|
6.6
|
|
|
$
|
6.3
|
|
Corporate services
|
1.2
|
|
|
1.3
|
|
|
3.1
|
|
|
4.0
|
|
||||
Technology and corporate services
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||
Total related party expenses, net
|
$
|
3.8
|
|
|
$
|
4.5
|
|
|
$
|
9.7
|
|
|
$
|
9.5
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Internally developed software
|
$
|
804.3
|
|
|
$
|
746.0
|
|
Purchased software
|
68.9
|
|
|
60.7
|
|
||
Computer software
|
873.2
|
|
|
806.7
|
|
||
Accumulated amortization
|
(471.8
|
)
|
|
(401.1
|
)
|
||
Computer software, net
|
$
|
401.4
|
|
|
$
|
405.6
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Customer relationships
|
$
|
587.0
|
|
|
$
|
(426.0
|
)
|
|
$
|
161.0
|
|
|
$
|
568.0
|
|
|
$
|
(382.8
|
)
|
|
$
|
185.2
|
|
Other
|
9.1
|
|
|
(4.5
|
)
|
|
4.6
|
|
|
6.9
|
|
|
(4.1
|
)
|
|
2.8
|
|
||||||
Total other intangible assets
|
$
|
596.1
|
|
|
$
|
(430.5
|
)
|
|
$
|
165.6
|
|
|
$
|
574.9
|
|
|
$
|
(386.9
|
)
|
|
$
|
188.0
|
|
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||
Balance, December 31, 2018
|
$
|
2,157.6
|
|
|
$
|
172.1
|
|
|
$
|
—
|
|
|
$
|
2,329.7
|
|
Compass Analytics acquisition (Note 2)
|
31.7
|
|
|
—
|
|
|
—
|
|
|
31.7
|
|
||||
Balance, September 30, 2019
|
$
|
2,189.3
|
|
|
$
|
172.1
|
|
|
$
|
—
|
|
|
$
|
2,361.4
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Property records database
|
$
|
60.1
|
|
|
$
|
59.9
|
|
Contract assets
|
28.8
|
|
|
17.0
|
|
||
Right-of-use assets
|
26.4
|
|
|
—
|
|
||
Deferred compensation plan related assets
|
14.5
|
|
|
11.1
|
|
||
Unbilled receivables
|
4.8
|
|
|
5.0
|
|
||
Prepaid expenses
|
3.8
|
|
|
18.3
|
|
||
Unrealized gains on interest rate swaps
|
—
|
|
|
6.2
|
|
||
Other
|
6.9
|
|
|
4.3
|
|
||
Other non-current assets
|
$
|
145.3
|
|
|
$
|
121.8
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Principal
|
|
Debt issuance costs
|
|
Discount
|
|
Total
|
|
Principal
|
|
Debt issuance costs
|
|
Discount
|
|
Total
|
||||||||||||||||
Term A Loan
|
$
|
1,210.9
|
|
|
$
|
(5.6
|
)
|
|
$
|
—
|
|
|
$
|
1,205.3
|
|
|
$
|
1,234.4
|
|
|
$
|
(6.9
|
)
|
|
$
|
—
|
|
|
$
|
1,227.5
|
|
Revolving Credit Facility
|
416.3
|
|
|
(4.5
|
)
|
|
—
|
|
|
411.8
|
|
|
82.5
|
|
|
(5.4
|
)
|
|
—
|
|
|
77.1
|
|
||||||||
Other
|
16.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
16.3
|
|
|
32.9
|
|
|
—
|
|
|
(0.8
|
)
|
|
32.1
|
|
||||||||
Total long-term debt
|
1,643.6
|
|
|
(10.1
|
)
|
|
(0.1
|
)
|
|
1,633.4
|
|
|
1,349.8
|
|
|
(12.3
|
)
|
|
(0.8
|
)
|
|
1,336.7
|
|
||||||||
Less: Current portion of long-term debt
|
63.2
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
62.9
|
|
|
53.2
|
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
52.5
|
|
||||||||
Long-term debt, net of current portion
|
$
|
1,580.4
|
|
|
$
|
(9.9
|
)
|
|
$
|
—
|
|
|
$
|
1,570.5
|
|
|
$
|
1,296.6
|
|
|
$
|
(12.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
1,284.2
|
|
2019 (remaining)
|
$
|
13.2
|
|
2020
|
65.7
|
|
|
2021
|
62.5
|
|
|
2022
|
109.4
|
|
|
2023
|
1,392.8
|
|
|
Total
|
$
|
1,643.6
|
|
Effective dates
|
|
Notional amount
|
|
Fixed rates
|
||
March 31, 2017 through March 31, 2022
|
|
$
|
200.0
|
|
|
2.08%
|
September 29, 2017 through September 30, 2021
|
|
$
|
200.0
|
|
|
1.69%
|
April 30, 2018 through April 30, 2023
|
|
$
|
250.0
|
|
|
2.61%
|
January 31, 2019 through January 31, 2023
|
|
$
|
300.0
|
|
|
2.65%
|
Effective dates
|
|
Notional amount
|
|
Fixed rates
|
||
February 1, 2016 through January 31, 2019
|
|
$
|
200.0
|
|
|
1.01%
|
February 1, 2016 through January 31, 2019
|
|
$
|
200.0
|
|
|
1.01%
|
Balance sheet accounts
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
6.2
|
|
Other non-current liabilities
|
|
$
|
27.3
|
|
|
$
|
4.5
|
|
|
Three months ended September 30, 2019
|
|
Three months ended September 30, 2018
|
||||||||||||
|
Amount of loss
recognized in OCE |
|
Amount of loss reclassified from Accumulated OCE
into Net earnings |
|
Amount of gain
recognized in OCE |
|
Amount of gain reclassified from Accumulated OCE
into Net earnings |
||||||||
Swap agreements
|
$
|
(3.0
|
)
|
|
$
|
0.1
|
|
|
$
|
3.6
|
|
|
$
|
(0.7
|
)
|
|
Nine months ended September 30, 2019
|
|
Nine months ended September 30, 2018
|
||||||||||||
|
Amount of loss
recognized in OCE |
|
Amount of gain reclassified from Accumulated OCE
into Net earnings |
|
Amount of gain
recognized in OCE |
|
Amount of gain reclassified from Accumulated OCE
into Net earnings |
||||||||
Swap agreements
|
$
|
(21.0
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
11.7
|
|
|
$
|
(1.5
|
)
|
(11)
|
Fair Value Measurements
|
•
|
Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.
|
•
|
Level 2 inputs to the valuation methodology include:
|
◦
|
quoted prices for similar assets or liabilities in active markets;
|
◦
|
quoted prices for identical or similar assets or liabilities in inactive markets;
|
◦
|
inputs other than quoted prices that are observable for the asset or liability; and
|
◦
|
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Carrying amount
|
|
Fair value
|
|
Carrying amount
|
|
Fair value
|
||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents (Note 1)
|
$
|
9.8
|
|
|
$
|
9.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.3
|
|
|
$
|
20.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps (Note 10)
|
27.3
|
|
|
—
|
|
|
27.3
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||||||
Contingent consideration (Note 2)
|
9.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
State income taxes, net of federal benefit
|
3.8
|
|
|
5.0
|
|
|
4.6
|
|
|
5.0
|
|
Tax credits
|
(3.8
|
)
|
|
(2.6
|
)
|
|
(2.4
|
)
|
|
(1.7
|
)
|
Restricted share vesting
|
(1.3
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
(1.1
|
)
|
Effect of deferred revaluation related to lower blended state tax rate
|
(3.8
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(2.7
|
)
|
State net operating losses
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(0.8
|
)
|
Other
|
0.1
|
|
|
(1.0
|
)
|
|
0.4
|
|
|
(0.2
|
)
|
Effective tax rate
|
16.0
|
%
|
|
20.1
|
%
|
|
20.5
|
%
|
|
19.5
|
%
|
|
September 30, 2019
|
||
Trade accounts payable and other accrued liabilities
|
$
|
12.5
|
|
Other non-current liabilities
|
13.5
|
|
|
Total lease liabilities
|
$
|
26.0
|
|
2019 (remaining)
|
$
|
3.3
|
|
2020
|
12.0
|
|
|
2021
|
6.8
|
|
|
2022
|
3.3
|
|
|
2023
|
1.3
|
|
|
Thereafter
|
0.7
|
|
|
Total
|
27.4
|
|
|
Less: imputed interest
|
(1.4
|
)
|
|
Total
|
$
|
26.0
|
|
2019
|
$
|
11.1
|
|
2020
|
10.3
|
|
|
2021
|
5.2
|
|
|
2022
|
2.5
|
|
|
2023
|
1.2
|
|
|
Thereafter
|
0.7
|
|
|
Total
|
$
|
31.0
|
|
|
|
Three months ended September 30, 2019
|
|
Nine months ended September 30, 2019
|
||||
Operating lease cost (1)
|
|
$
|
4.0
|
|
|
$
|
11.4
|
|
Operating cash flows for amounts included in the measurement of lease liabilities
|
|
3.4
|
|
|
9.1
|
|
||
Right-of-use assets obtained in exchange for lease liabilities, net of modifications
|
|
3.8
|
|
|
5.6
|
|
||
|
|
|
|
|
||||
|
|
|
|
September 30, 2019
|
||||
Weighted average remaining lease term (in years)
|
|
|
|
2.7
|
|
|||
Weighted average discount rate
|
|
|
|
3.94
|
%
|
|
Three months ended September 30, 2019
|
||||||||||||||||||||||
|
Servicing
Software
|
|
Origination
Software
|
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Software and hosting solutions
|
$
|
182.4
|
|
|
$
|
35.7
|
|
|
$
|
218.1
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
226.2
|
|
Professional services
|
20.5
|
|
|
12.6
|
|
|
33.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
(1)
|
33.2
|
|
||||||
Data solutions
|
—
|
|
|
—
|
|
|
—
|
|
|
33.0
|
|
|
—
|
|
|
33.0
|
|
||||||
Other
|
—
|
|
|
6.1
|
|
|
6.1
|
|
|
0.6
|
|
|
—
|
|
|
6.7
|
|
||||||
Revenues
|
$
|
202.9
|
|
|
$
|
54.4
|
|
|
$
|
257.3
|
|
|
$
|
41.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
299.1
|
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
|
Three months ended September 30, 2018
|
||||||||||||||||||||||
|
Servicing
Software
|
|
Origination
Software
|
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Software and hosting solutions
|
$
|
180.4
|
|
|
$
|
29.8
|
|
|
$
|
210.2
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
217.9
|
|
Professional services
|
20.0
|
|
|
11.7
|
|
|
31.7
|
|
|
0.3
|
|
|
(0.6
|
)
|
(1)
|
31.4
|
|
||||||
Data solutions
|
—
|
|
|
—
|
|
|
—
|
|
|
29.7
|
|
|
—
|
|
|
29.7
|
|
||||||
Other
|
—
|
|
|
2.0
|
|
|
2.0
|
|
|
0.7
|
|
|
—
|
|
|
2.7
|
|
||||||
Revenues
|
$
|
200.4
|
|
|
$
|
43.5
|
|
|
$
|
243.9
|
|
|
$
|
38.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
281.7
|
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
|
Nine months ended September 30, 2019
|
||||||||||||||||||||||
|
Servicing
Software
|
|
Origination
Software
|
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Software and hosting solutions
|
$
|
546.9
|
|
|
$
|
95.8
|
|
|
$
|
642.7
|
|
|
$
|
23.8
|
|
|
$
|
—
|
|
|
$
|
666.5
|
|
Professional services
|
63.4
|
|
|
34.0
|
|
|
97.4
|
|
|
1.0
|
|
|
(0.4
|
)
|
(1)
|
98.0
|
|
||||||
Data solutions
|
—
|
|
|
—
|
|
|
—
|
|
|
94.6
|
|
|
—
|
|
|
94.6
|
|
||||||
Other
|
5.1
|
|
|
11.0
|
|
|
16.1
|
|
|
1.9
|
|
|
—
|
|
|
18.0
|
|
||||||
Revenues
|
$
|
615.4
|
|
|
$
|
140.8
|
|
|
$
|
756.2
|
|
|
$
|
121.3
|
|
|
$
|
(0.4
|
)
|
|
$
|
877.1
|
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
|
Nine months ended September 30, 2018
|
||||||||||||||||||||||
|
Servicing
Software
|
|
Origination
Software
|
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Software and hosting solutions
|
$
|
534.8
|
|
|
$
|
82.2
|
|
|
$
|
617.0
|
|
|
$
|
22.7
|
|
|
$
|
—
|
|
|
$
|
639.7
|
|
Professional services
|
57.1
|
|
|
34.4
|
|
|
91.5
|
|
|
1.0
|
|
|
(2.3
|
)
|
(1)
|
90.2
|
|
||||||
Data solutions
|
—
|
|
|
—
|
|
|
—
|
|
|
88.8
|
|
|
—
|
|
|
88.8
|
|
||||||
Other
|
0.5
|
|
|
7.2
|
|
|
7.7
|
|
|
2.2
|
|
|
—
|
|
|
9.9
|
|
||||||
Revenues
|
$
|
592.4
|
|
|
$
|
123.8
|
|
|
$
|
716.2
|
|
|
$
|
114.7
|
|
|
$
|
(2.3
|
)
|
|
$
|
828.6
|
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
•
|
Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable allocation criteria;
|
•
|
Performance obligations that are part of a contract with an original expected duration of one year or less; and
|
•
|
Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation.
|
Date
|
|
Number of shares
granted
|
|
Grant date fair
value per share
|
|
Vesting period
(in years)
|
|
Vesting criteria
|
|||
February 15, 2019
|
|
793,863
|
|
|
$
|
52.38
|
|
|
3.0
|
|
Service and performance
|
February 28, 2019
|
|
5,744
|
|
|
$
|
52.25
|
|
|
2.0
|
|
Service
|
April 8, 2019
|
|
1,110
|
|
|
$
|
54.14
|
|
|
3.0
|
|
Service and performance
|
|
Three months ended September 30, 2019
|
||||||||||||||
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||
Revenues
|
$
|
257.3
|
|
|
$
|
41.9
|
|
|
$
|
(0.1
|
)
|
(1)
|
$
|
299.1
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
104.1
|
|
|
31.4
|
|
|
28.4
|
|
(2)
|
163.9
|
|
||||
Transition and integration costs
|
—
|
|
|
—
|
|
|
0.4
|
|
(3)
|
0.4
|
|
||||
EBITDA
|
153.2
|
|
|
10.5
|
|
|
(28.9
|
)
|
|
134.8
|
|
||||
Depreciation and amortization
|
31.4
|
|
|
3.9
|
|
|
24.3
|
|
(4)
|
59.6
|
|
||||
Operating income (loss)
|
121.8
|
|
|
6.6
|
|
|
(53.2
|
)
|
|
75.2
|
|
||||
Interest expense, net
|
|
|
|
|
|
|
(16.5
|
)
|
|||||||
Other expense, net
|
|
|
|
|
|
|
(0.1
|
)
|
|||||||
Earnings before income taxes and equity in losses of unconsolidated affiliates
|
|
|
|
|
|
|
58.6
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
9.4
|
|
|||||||
Earnings before equity in losses of unconsolidated affiliates
|
|
|
|
|
|
|
49.2
|
|
|||||||
Equity in losses of unconsolidated affiliates, net of tax
|
|
|
|
|
|
|
(11.9
|
)
|
|||||||
Net earnings
|
|
|
|
|
|
|
$
|
37.3
|
|
|
Three months ended September 30, 2018
|
||||||||||||||
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||
Revenues
|
$
|
243.9
|
|
|
$
|
38.4
|
|
|
$
|
(0.6
|
)
|
(1)
|
$
|
281.7
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
99.3
|
|
|
28.6
|
|
|
29.5
|
|
(2)
|
157.4
|
|
||||
Transition and integration costs
|
—
|
|
|
—
|
|
|
3.3
|
|
(3)
|
3.3
|
|
||||
EBITDA
|
144.6
|
|
|
9.8
|
|
|
(33.4
|
)
|
|
121.0
|
|
||||
Depreciation and amortization
|
27.9
|
|
|
3.4
|
|
|
22.7
|
|
(4)
|
54.0
|
|
||||
Operating income (loss)
|
116.7
|
|
|
6.4
|
|
|
(56.1
|
)
|
|
67.0
|
|
||||
Interest expense, net
|
|
|
|
|
|
|
(13.2
|
)
|
|||||||
Earnings before income taxes
|
|
|
|
|
|
|
53.8
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
10.8
|
|
|||||||
Net earnings
|
|
|
|
|
|
|
$
|
43.0
|
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
(4)
|
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.
|
|
Nine months ended September 30, 2019
|
||||||||||||||
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||
Revenues
|
$
|
756.2
|
|
|
$
|
121.3
|
|
|
$
|
(0.4
|
)
|
(1)
|
$
|
877.1
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
308.4
|
|
|
91.5
|
|
|
83.4
|
|
(2)
|
483.3
|
|
||||
Transition and integration costs
|
—
|
|
|
—
|
|
|
2.3
|
|
(3)
|
2.3
|
|
||||
EBITDA
|
447.8
|
|
|
29.8
|
|
|
(86.1
|
)
|
|
391.5
|
|
||||
Depreciation and amortization
|
91.4
|
|
|
11.6
|
|
|
71.0
|
|
(4)
|
174.0
|
|
||||
Operating income (loss)
|
356.4
|
|
|
18.2
|
|
|
(157.1
|
)
|
|
217.5
|
|
||||
Interest expense, net
|
|
|
|
|
|
|
(48.2
|
)
|
|||||||
Other expense, net
|
|
|
|
|
|
|
(0.9
|
)
|
|||||||
Earnings before income taxes and equity in losses of unconsolidated affiliates
|
|
|
|
|
|
|
168.4
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
34.6
|
|
|||||||
Earnings before equity in losses of unconsolidated affiliates
|
|
|
|
|
|
|
133.8
|
|
|||||||
Equity in losses of unconsolidated affiliates, net of tax
|
|
|
|
|
|
|
(37.9
|
)
|
|||||||
Net earnings
|
|
|
|
|
|
|
$
|
95.9
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
3,243.7
|
|
|
$
|
312.6
|
|
|
$
|
447.2
|
|
(5)
|
$
|
4,003.5
|
|
Goodwill
|
$
|
2,189.3
|
|
|
$
|
172.1
|
|
|
$
|
—
|
|
|
$
|
2,361.4
|
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
(4)
|
Depreciation and amortization for Corporate and Other primarily consists of net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.
|
(5)
|
Receivables from related parties are included in Corporate and Other.
|
|
Nine months ended September 30, 2018
|
||||||||||||||
|
Software Solutions
|
|
Data and Analytics
|
|
Corporate and Other
|
|
Total
|
||||||||
Revenues
|
$
|
716.2
|
|
|
$
|
114.7
|
|
|
$
|
(2.3
|
)
|
(1)
|
$
|
828.6
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
293.0
|
|
|
86.5
|
|
|
82.7
|
|
(2)
|
462.2
|
|
||||
Transition and integration costs
|
—
|
|
|
—
|
|
|
5.8
|
|
(3)
|
5.8
|
|
||||
EBITDA
|
423.2
|
|
|
28.2
|
|
|
(90.8
|
)
|
|
360.6
|
|
||||
Depreciation and amortization
|
83.0
|
|
|
10.1
|
|
|
65.9
|
|
(4)
|
159.0
|
|
||||
Operating income (loss)
|
340.2
|
|
|
18.1
|
|
|
(156.7
|
)
|
|
201.6
|
|
||||
Interest expense, net
|
|
|
|
|
|
|
(39.1
|
)
|
|||||||
Other expense, net
|
|
|
|
|
|
|
(6.4
|
)
|
|||||||
Earnings before income taxes
|
|
|
|
|
|
|
156.1
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
30.4
|
|
|||||||
Net earnings
|
|
|
|
|
|
|
$
|
125.7
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
3,197.9
|
|
|
$
|
309.5
|
|
|
$
|
135.8
|
|
(5)
|
$
|
3,643.2
|
|
Goodwill
|
$
|
2,137.9
|
|
|
$
|
172.1
|
|
|
$
|
—
|
|
|
$
|
2,310.0
|
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
(2)
|
Operating expenses for Corporate and Other includes $33.8 million of equity-based compensation, including certain related payroll taxes.
|
(4)
|
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.
|
(5)
|
Receivables from related parties are included in Corporate and Other.
|
•
|
security breaches against our information systems;
|
•
|
our ability to maintain and grow our relationships with our customers;
|
•
|
changes to the laws, rules and regulations that affect our and our customers' businesses;
|
•
|
our ability to adapt our services to changes in technology or the marketplace;
|
•
|
our ability to protect our proprietary software and information rights;
|
•
|
the effect of any potential defects, development delays, installation difficulties or system failures on our business and reputation;
|
•
|
changes in general economic, business, regulatory and political conditions, particularly as they affect the mortgage industry;
|
•
|
risks associated with the availability of data;
|
•
|
the effects of our existing leverage on our ability to make acquisitions and invest in our business;
|
•
|
our ability to successfully integrate strategic acquisitions;
|
•
|
risks associated with our investment in Star Parent, L.P. ("Star Parent") and the operation of its indirect subsidiary The Dun & Bradstreet Corporation ("D&B");
|
•
|
risks associated with our spin-off from Fidelity National Financial, Inc. ("FNF"), including limitations on our strategic and operating flexibility as a result of the tax-free nature of the spin-off; and
|
•
|
other risks and uncertainties detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2018 and other filings with the Securities and Exchange Commission ("SEC").
|
|
First lien mortgages
|
|
|
Second lien mortgages
|
|
|
Total first and second lien mortgages
|
||||||||||
|
as of September 30,
|
|
|
as of September 30,
|
|
|
as of September 30,
|
||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
||||
Active loans
|
33.1
|
|
32.0
|
|
|
2.6
|
|
2.5
|
|
|
35.7
|
|
34.5
|
||||
Market size
|
52.6
|
(1
|
)
|
51.6
|
(1
|
)
|
|
13.3
|
(2
|
)
|
14.3
|
(2
|
)
|
|
65.9
|
|
65.9
|
Market share
|
63%
|
|
62%
|
|
|
19%
|
|
17%
|
|
|
54%
|
|
52%
|
(1)
|
According to the Black Knight Mortgage Monitor Report as of September 30, 2019 and August 31, 2018 for U.S. first lien mortgages.
|
(2)
|
According to the June 2019 and August 2018 Equifax National Consumer Credit Trends Report as of March 31, 2019 and June 30, 2018, respectively, for U.S. second lien mortgages.
|
•
|
Software Solutions - offers software and hosting solutions that support loan servicing, loan origination and settlement services.
|
•
|
Data and Analytics - offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, behavioral models, a multiple listing service software solution and other data solutions.
|
Consolidated Results of Operations
|
|
|
|
|
|
|
|
||||||||
The following table presents certain financial data for the periods indicated (in millions, except per share data):
|
|||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
299.1
|
|
|
$
|
281.7
|
|
|
$
|
877.1
|
|
|
$
|
828.6
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
163.9
|
|
|
157.4
|
|
|
483.3
|
|
|
462.2
|
|
||||
Depreciation and amortization
|
59.6
|
|
|
54.0
|
|
|
174.0
|
|
|
159.0
|
|
||||
Transition and integration costs
|
0.4
|
|
|
3.3
|
|
|
2.3
|
|
|
5.8
|
|
||||
Total expenses
|
223.9
|
|
|
214.7
|
|
|
659.6
|
|
|
627.0
|
|
||||
Operating income
|
75.2
|
|
|
67.0
|
|
|
217.5
|
|
|
201.6
|
|
||||
Operating margin
|
25.1
|
%
|
|
23.8
|
%
|
|
24.8
|
%
|
|
24.3
|
%
|
||||
Interest expense, net
|
(16.5
|
)
|
|
(13.2
|
)
|
|
(48.2
|
)
|
|
(39.1
|
)
|
||||
Other expense, net
|
(0.1
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(6.4
|
)
|
||||
Earnings before income taxes and equity in losses of unconsolidated affiliates
|
58.6
|
|
|
53.8
|
|
|
168.4
|
|
|
156.1
|
|
||||
Income tax expense
|
9.4
|
|
|
10.8
|
|
|
34.6
|
|
|
30.4
|
|
||||
Earnings before equity in losses of unconsolidated affiliates
|
49.2
|
|
|
43.0
|
|
|
133.8
|
|
|
125.7
|
|
||||
Equity in losses of unconsolidated affiliates, net of tax
|
(11.9
|
)
|
|
—
|
|
|
(37.9
|
)
|
|
—
|
|
||||
Net earnings
|
$
|
37.3
|
|
|
$
|
43.0
|
|
|
$
|
95.9
|
|
|
$
|
125.7
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
0.25
|
|
|
$
|
0.29
|
|
|
$
|
0.65
|
|
|
$
|
0.85
|
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
||||||||
Diluted
|
148.5
|
|
|
147.8
|
|
|
148.4
|
|
|
148.2
|
|
|
Three months ended September 30,
|
|
Variance
|
|
Nine months ended September 30,
|
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Software Solutions
|
$
|
257.3
|
|
|
$
|
243.9
|
|
|
$
|
13.4
|
|
|
5
|
%
|
|
$
|
756.2
|
|
|
$
|
716.2
|
|
|
$
|
40.0
|
|
|
6
|
%
|
Data and Analytics
|
41.9
|
|
|
38.4
|
|
|
3.5
|
|
|
9
|
%
|
|
121.3
|
|
|
114.7
|
|
|
6.6
|
|
|
6
|
%
|
||||||
Corporate and Other(1)
|
(0.1
|
)
|
|
(0.6
|
)
|
|
0.5
|
|
|
83
|
%
|
|
(0.4
|
)
|
|
(2.3
|
)
|
|
1.9
|
|
|
83
|
%
|
||||||
Total
|
$
|
299.1
|
|
|
$
|
281.7
|
|
|
$
|
17.4
|
|
|
6
|
%
|
|
$
|
877.1
|
|
|
$
|
828.6
|
|
|
$
|
48.5
|
|
|
6
|
%
|
(1)
|
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
|
|
Three months ended September 30,
|
|
Variance
|
|
Nine months ended September 30,
|
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Software Solutions
|
$
|
104.1
|
|
|
$
|
99.3
|
|
|
$
|
4.8
|
|
|
5
|
%
|
|
$
|
308.4
|
|
|
$
|
293.0
|
|
|
$
|
15.4
|
|
|
5
|
%
|
Data and Analytics
|
31.4
|
|
|
28.6
|
|
|
2.8
|
|
|
10
|
%
|
|
91.5
|
|
|
86.5
|
|
|
5.0
|
|
|
6
|
%
|
||||||
Corporate and Other(1)
|
28.4
|
|
|
29.5
|
|
|
(1.1
|
)
|
|
(4
|
)%
|
|
83.4
|
|
|
82.7
|
|
|
0.7
|
|
|
1
|
%
|
||||||
Total
|
$
|
163.9
|
|
|
$
|
157.4
|
|
|
$
|
6.5
|
|
|
4
|
%
|
|
$
|
483.3
|
|
|
$
|
462.2
|
|
|
$
|
21.1
|
|
|
5
|
%
|
(1)
|
Operating expenses for Corporate and Other include $14.5 million and $13.5 million of equity-based compensation, including certain related payroll taxes, for the three months ended September 30, 2019 and 2018, respectively, and $40.6 million and $33.8 million for the nine months ended September 30, 2019 and 2018, respectively.
|
|
Three months ended September 30,
|
|
Variance
|
|
Nine months ended September 30,
|
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Software Solutions
|
$
|
31.4
|
|
|
$
|
27.9
|
|
|
$
|
3.5
|
|
|
13
|
%
|
|
$
|
91.4
|
|
|
$
|
83.0
|
|
|
$
|
8.4
|
|
|
10
|
%
|
Data and Analytics
|
3.9
|
|
|
3.4
|
|
|
0.5
|
|
|
15
|
%
|
|
11.6
|
|
|
10.1
|
|
|
1.5
|
|
|
15
|
%
|
||||||
Corporate and Other(1)
|
24.3
|
|
|
22.7
|
|
|
1.6
|
|
|
7
|
%
|
|
71.0
|
|
|
65.9
|
|
|
5.1
|
|
|
8
|
%
|
||||||
Total
|
$
|
59.6
|
|
|
$
|
54.0
|
|
|
$
|
5.6
|
|
|
10
|
%
|
|
$
|
174.0
|
|
|
$
|
159.0
|
|
|
$
|
15.0
|
|
|
9
|
%
|
(1)
|
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.
|
|
Three months ended September 30,
|
|
Variance
|
|
Nine months ended September 30,
|
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Software Solutions
|
$
|
121.8
|
|
|
$
|
116.7
|
|
|
$
|
5.1
|
|
|
4
|
%
|
|
$
|
356.4
|
|
|
$
|
340.2
|
|
|
$
|
16.2
|
|
|
5
|
%
|
Data and Analytics
|
6.6
|
|
|
6.4
|
|
|
0.2
|
|
|
3
|
%
|
|
18.2
|
|
|
18.1
|
|
|
0.1
|
|
|
1
|
%
|
||||||
Corporate and Other
|
(53.2
|
)
|
|
(56.1
|
)
|
|
2.9
|
|
|
5
|
%
|
|
(157.1
|
)
|
|
(156.7
|
)
|
|
(0.4
|
)
|
|
—
|
%
|
||||||
Total
|
$
|
75.2
|
|
|
$
|
67.0
|
|
|
$
|
8.2
|
|
|
12
|
%
|
|
$
|
217.5
|
|
|
$
|
201.6
|
|
|
$
|
15.9
|
|
|
8
|
%
|
|
Three months ended September 30,
|
|
Variance
|
|
Nine months ended September 30,
|
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Software Solutions
|
$
|
153.2
|
|
|
$
|
144.6
|
|
|
$
|
8.6
|
|
|
6
|
%
|
|
$
|
447.8
|
|
|
$
|
423.2
|
|
|
$
|
24.6
|
|
|
6
|
%
|
Data and Analytics
|
10.5
|
|
|
9.8
|
|
|
0.7
|
|
|
7
|
%
|
|
29.8
|
|
|
28.2
|
|
|
1.6
|
|
|
6
|
%
|
|
Three months ended September 30,
|
|
Variance
|
|
Nine months ended September 30,
|
|
Variance
|
||||||||||
|
2019
|
|
2018
|
|
Basis points
|
|
2019
|
|
2018
|
|
Basis points
|
||||||
Software Solutions
|
59.5
|
%
|
|
59.3
|
%
|
|
20
|
|
|
59.2
|
%
|
|
59.1
|
%
|
|
10
|
|
Data and Analytics
|
25.1
|
%
|
|
25.5
|
%
|
|
(40
|
)
|
|
24.6
|
%
|
|
24.6
|
%
|
|
—
|
|
|
|
Nine months ended September 30,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Variance
|
||||||
Cash flows provided by operating activities
|
|
$
|
221.4
|
|
|
$
|
305.4
|
|
|
$
|
(84.0
|
)
|
Cash flows used in investing activities
|
|
(513.9
|
)
|
|
(79.7
|
)
|
|
(434.2
|
)
|
|||
Cash flows provided by (used in) financing activities
|
|
282.0
|
|
|
(225.0
|
)
|
|
507.0
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(10.5
|
)
|
|
$
|
0.7
|
|
|
$
|
(11.2
|
)
|
Total number of shares repurchased
|
|
Aggregate purchase price
|
|
Average price paid per share
|
|
Shares remaining under repurchase authorization as of
September 30, 2019
|
||||||
0.2
|
|
|
$
|
11.9
|
|
|
$
|
57.94
|
|
|
3.6
|
|
Effective dates
|
|
Notional amount
|
|
Fixed rates
|
||
March 31, 2017 through March 31, 2022
|
|
$
|
200.0
|
|
|
2.08%
|
September 29, 2017 through September 30, 2021
|
|
$
|
200.0
|
|
|
1.69%
|
April 30, 2018 through April 30, 2023
|
|
$
|
250.0
|
|
|
2.61%
|
January 31, 2019 through January 31, 2023
|
|
$
|
300.0
|
|
|
2.65%
|
Exhibit
|
|
|
No.
|
|
Description
|
10.1
|
|
|
|
|
|
18.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document*
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101
|
|
|
BLACK KNIGHT, INC.
(registrant)
|
|
|
Date:
|
November 7, 2019
|
By:
|
/s/ Kirk T. Larsen
|
|
|
|
|
Kirk T. Larsen
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
Date:
|
November 7, 2019
|
By:
|
/s/ Michele M. Meyers
|
|
|
|
|
Michele M. Meyers
|
|
|
|
|
Chief Accounting Officer and Treasurer
(Principal Accounting Officer)
|
|
i.
|
The first sentence of Section 2 of the Agreement is deleted and the following shall be inserted in lieu thereof: Subject to the terms and conditions of this Agreement, as of the Effective Date, the Company employees Employee as Executive Vice President and General Counsel of Black Knight, Inc. or in such other capacity as may be mutually agreed upon by the parties.
|
ii.
|
The last sentence of Section 2 of the Agreement is deleted and the following shall be inserted in lieu thereof: The Company acknowledges and agrees that Employee may provide services to and receive compensation as Executive Vice President, General Counsel and Corporate Secretary of Fidelity National Financial, Inc. ("FNF"), Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings, Inc. (“Cannae”) and an officer of Trasimene Management Services, LLC (“Trasimene”), and in other unpaid roles at non-competitor companies.
|
iii.
|
Section 3 of the Agreement is deleted and the following shall be inserted in lieu thereof: Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section 8 (such term, including any extensions pursuant to the next sentence, the "Employment Term"). The Employment Term shall be extended automatically for one (1) additional year on the first anniversary of the Effective Date and for an additional year each anniversary thereafter unless and until either party gives written notice to the other not to extend the Employment Term before such extension would be effectuated. Notwithstanding any termination of the Employment Term or the Employee's employment, the Employee and the Company agree that Sections 9 through 26 shall remain in effect until all parties' obligations and benefits are satisfied thereunder. For avoidance of doubt, Section 9 shall only survive the expiration of the Employment Term if a termination of employment occurs during the Employment Term.
|
iv.
|
Section 8(e) of the Agreement is amended by adding the following clause to the end thereof: provided, however, that if the Employee is not a participant in the Company's long-term disability plan or policy on the Date of Termination, he shall still be considered terminated
|
v.
|
The last sentence of Section 12(b) of the Agreement is deleted and the following shall be inserted in lieu thereof: Working directly or indirectly for any of the following entities shall not be considered competitive to the Company or its affiliates for the purpose of this Section: (i) Cannae, its affiliates or their successors, (ii) FNF, its affiliates or their successors, or (iii) Trasimene, its affiliates or their successors.
|
|
|
BKFS I SERVICES, LLC
|
|
By:
|
/s/ Joseph M. Nackashi
|
|
Its:
|
President
|
|
|
|
|
Employee:
|
|
|
Michael L. Gravelle
|
|
|
/s/ Michael L. Gravelle
|
(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)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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/ Anthony M. Jabbour
|
|
|
Anthony M. Jabbour
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)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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
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(a)
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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
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(b)
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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.
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By:
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/s/ Kirk T. Larsen
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Kirk T. Larsen
Executive Vice President and Chief Financial Officer |
1.
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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.
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2.
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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.
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By:
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/s/ Anthony M. Jabbour
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Anthony M. Jabbour
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Chief Executive Officer
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1.
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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.
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2.
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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.
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By:
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/s/ Kirk T. Larsen
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Kirk T. Larsen
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Executive Vice President and Chief Financial Officer
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