XML 22 R9.htm IDEA: XBRL DOCUMENT v3.20.2
Investments In Unconsolidated Affiliates (Notes)
6 Months Ended
Jun. 30, 2020
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Affiliates Investments in Unconsolidated Affiliates
D&B Investment
In 2019, we invested an aggregate of $392.6 million in Star Parent, L.P., a Delaware limited partnership ("Star Parent"), related to its acquisition of The Dun & Bradstreet Corporation, a Delaware corporation ("D&B") and D&B's acquisition of Lattice Engines, Inc. D&B is a global leader in commercial data and analytics that provides various services helping companies improve their operational performance. In connection with this investment, we were issued certain limited partner interests in Star Parent, representing approximately 18.1% of the outstanding common equity of Star Parent. For the periods presented, our investment in Star Parent was an equity method investment.
The table below summarizes the carrying amount of our investment and our maximum exposure related to our variable interests in Star Parent (in millions):
 
June 30, 2020
 
December 31, 2019
 
Total assets
 
Maximum exposure(1)
 
Total assets
 
Maximum exposure
Investment in Star Parent
$
259.9

 
$
359.9

 
$
291.3

 
$
291.3

_______________________________________________________
(1)
As of June 30, 2020, our maximum exposure includes the $100.0 million of shares of Dun & Bradstreet Holdings, Inc. ("DNB") common stock we agreed to purchase from DNB, a wholly-owned subsidiary of Star Parent prior to the DNB initial public offering, pursuant to an agreement dated June 23, 2020 related to a private placement. Refer to the "DNB IPO and Private Placement" section below for additional information.
During the third quarter of 2019, we had a change in accounting principle to eliminate the one-quarter lag related to our investment in Star Parent. We determined eliminating the one-quarter lag was preferable as it enables us to provide investors, lenders and other users of our consolidated financial statements with the most recently available financial information related to our investment in Star Parent. We applied the effects of this change in accounting principle retrospectively. There was no change to Operating income, Earnings before equity in losses of unconsolidated affiliates or Cash flows from operating activities for any of the prior periods as a result of this change in accounting principle.
The following tables summarize the effect of this change in accounting principle on the primary financial statement line items on our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and six months ended June 30, 2019:
 
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:
 
 
 
 
 
 
 
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

Our Net earnings for the three months ended June 30, 2020 and 2019 and six months ended June 30, 2020 in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) include our equity in losses of Star Parent for the three months ended June 30, 2020 and 2019 and six months ended June 30, 2020, respectively. Our Net earnings for the six months ended June 30, 2019 include our equity in losses of Star Parent for the period from February 8, 2019 to June 30, 2019.
Summarized consolidated financial information for Star Parent is presented below (in millions):
 
June 30, 2020
 
December 31, 2019
Current assets
$
489.0

 
$
417.9

Non-current assets
8,496.1

 
8,694.9

Total assets
$
8,985.1

 
$
9,112.8

 
 
 
 
Current liabilities, including short-term debt
$
2,453.6

 
$
1,090.4

Non-current liabilities
5,142.5

 
5,412.9

Total liabilities
7,596.1

 
6,503.3

Cumulative preferred series A stock

 
1,030.6

Total capital
1,389.0

 
1,578.9

Total liabilities and partners' capital
$
8,985.1

 
$
9,112.8

 
Three months ended June 30,
 
Six months ended June 30, 2020
 
For the period February 8 to June 30, 2019
 
2020
 
2019
 
 
Revenues
$
420.6

 
$
398.9

 
$
815.9

 
$
573.0

Loss before provision for income taxes and equity in net income of affiliates
(201.9
)
 
(86.4
)
 
(202.9
)
 
(198.3
)
Net loss
(173.8
)
 
(60.5
)
 
(99.9
)
 
(141.9
)
Net loss attributable to Star Parent
(207.1
)
 
(94.0
)
 
(165.6
)
 
(193.7
)

The summarized consolidated financial information as of December 31, 2019 for Star Parent was obtained from the audited consolidated financial statements of Star Parent as of December 31, 2019 that were filed with the SEC on March 25, 2020 as Exhibit 99.1 to our Form 10-K/A. The summarized consolidated financial information for Star Parent as of June 30, 2020, for the three and six months ended June 30, 2020 and for the period from February 8, 2019 to June 30, 2019 was derived from the most recently available unaudited consolidated financial information of Star Parent for each respective period.
During the three months ended June 30, 2020 and 2019, we recorded equity in losses related to our investment in Star Parent of $31.0 million, net of income tax benefit of $10.5 million, and equity in losses of $12.7 million, net of income tax benefit of $4.4 million, respectively. During the six months ended June 30, 2020 and 2019, we recorded equity in losses related to our investment in Star Parent of $25.4 million, net of income tax benefit of $8.6 million, and equity in losses of $26.0 million, net of income tax benefit of $9.1 million, respectively.
DNB IPO and Private Placement
On July 6, 2020, DNB closed its previously announced initial public offering of 90.0 million shares of common stock, which included 11.7 million shares of common stock issued pursuant to the exercise by the underwriters of their option to purchase additional shares in full (the "DNB IPO"). The DNB IPO was priced at $22.00 per share, resulting in gross proceeds to DNB of $2.4 billion when combined with $400.0 million of aggregate proceeds from a concurrent private placement offering (the "DNB Private Placement") and before deducting underwriting discounts and commissions and other offering expenses payable by DNB. Shares of DNB common stock began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "DNB" on July 1, 2020. DNB used a portion of the net proceeds from the DNB IPO to redeem all of its outstanding Series A Preferred Stock and repay a portion of its 10.250% Senior Unsecured Notes outstanding due 2027.
On July 6, 2020, we invested $100.0 million in the DNB Private Placement. In connection with the closing of the DNB IPO and the DNB Private Placement, our limited partner interests in Star Parent were exchanged for 54.8 million shares of DNB common stock (the "DNB Investment"), which represents ownership of 13.0% of DNB.
Other investment
On May 15, 2020, we sold our interest in an equity method investment and recognized a gain of $5.0 million, net of tax, which is included in Equity in losses of unconsolidated affiliates, net of tax in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and six months ended June 30, 2020. In connection with the sale, we received
$8.4 million in cash at closing and recorded a long-term receivable of $1.8 million, which is included in Other non-current assets in our Condensed Consolidated Balance Sheets (Unaudited). The original investment was not material to Black Knight.