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Business Acquisition
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Business Acquisition Business Acquisitions
We include the results of operations of acquired businesses beginning on the respective acquisition dates. The purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date. Acquisition-related costs are expensed as incurred.
During the nine months ended September 30, 2020, we completed the acquisitions of the equity interests of Collateral Analytics, LLC ("Collateral Analytics"), the technology assets and business of DocVerify and the equity interests of Optimal Blue and certain affiliates. None of these acquisitions met the definition of "significant" pursuant to Article 3 of Regulation S-X (§210.3-05) either individually or in the aggregate. Further details of each acquisition are discussed below.
Allocation of purchase price
The purchase prices of the acquisitions were allocated to the assets acquired and liabilities assumed based on their estimated fair value at the acquisition date. The fair value of the acquired Computer software and Other intangible assets were primarily determined using a third-party valuation based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting the risk inherent in the future cash flows.
Collateral Analytics and DocVerify Acquisitions
On March 3, 2020, we completed the acquisition of Collateral Analytics, a provider of real estate products and tools to support appraisers, appraisal management companies, lenders, investors and government agencies. Collateral Analytics is reported within our Data and Analytics segment because it enhances our real estate solutions and automated valuation model offerings.
On August 27, 2020, we completed the acquisition of DocVerify, a solution that provides proof of the integrity of digital documents, enabling organizations across a wide range of industries to streamline processes, safeguard sensitive information and reduce costs. DocVerify is reported within our Software Solutions segment and helps accelerate Black Knight’s goal of digitizing the entirety of the real estate and mortgage continuum as DocVerify’s trusted and proven digital document verification capabilities are integrated with Expedite Close, our digital closing platform.
These acquisitions were not material individually or in the aggregate to our condensed consolidated financial statements.
Total consideration, net of cash acquired, was $73.5 million in the aggregate for Collateral Analytics and DocVerify. The total consideration was as follows (in millions):
Cash paid$74.1 
Contingent consideration3.1 
Less: cash acquired(3.7)
Total consideration, net$73.5 
The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed (in millions):
Total consideration, net$73.5 
Computer software$8.2 
Other intangible assets18.1 
Goodwill46.9 
Other current and non-current assets4.1 
Total assets acquired77.3 
Total liabilities assumed3.8 
Net assets acquired$73.5 
These estimates are preliminary and subject to adjustments as we complete our valuation process with respect to Computer software, Other intangible assets, Goodwill and contingent consideration. During the three and nine months ended September 30, 2020, we recorded measurement period adjustments for Collateral Analytics. There was no material effect on earnings as a result of measurement period adjustments recorded.
The Collateral Analytics purchase agreement requires us to pay additional cash consideration based on EBITDA over a three-year period beginning April 1, 2020. The DocVerify purchase agreement requires us to pay additional cash consideration based on revenues recognized over a two-year period beginning January 1, 2021. In accordance with ASC Topic 805, Business Combinations, we will recognize the majority of this consideration as compensation cost over the related period due to ongoing employment requirements. Refer to Note 11 — Fair Value Measurements for additional information.
Estimated Useful Lives of Computer Software and Other Intangible Assets Acquired
As of the acquisition dates, the preliminary gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired consisted of the following (dollars in millions):
Gross carrying valueWeighted average
estimated life
(in years)
Computer software$8.2 5
Other intangible assets:
Client relationships16.4 10
Trade names1.1 3
Non-compete agreements0.6 4
Other intangible assets18.1 
Total gross carrying value$26.3 
Optimal Blue Acquisition
On September 15, 2020, we completed the acquisition of Optimal Blue, a leading provider of secondary market solutions and actionable data services, funded with cash on hand, debt financing and investments from co-investors Cannae and THL. Optimal Blue is reported within our Software Solutions segment because it enhances our robust set of software solutions and includes additional product, pricing and eligibility capabilities.
Total consideration, net of cash acquired was approximately $1.8 billion for 100% of the equity interests in Optimal Blue and certain affiliates. The total consideration was as follows (in millions):

Cash paid$1,828.1 
Less: cash acquired(29.3)
Total consideration, net$1,798.8 
The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed (in millions):
Total consideration, net$1,798.8 
Trade receivables$11.3 
Computer software79.8 
Other intangible assets610.0 
Goodwill (Note 8)1,210.2 
Other current and non-current assets13.7 
Total assets acquired1,925.0 
Deferred income taxes106.5 
Current and other non-current liabilities19.7 
Total liabilities assumed126.2 
Net assets acquired$1,798.8 

All these estimates are preliminary and subject to adjustments as we complete our valuation process.
For the three and nine months ended September 30, 2020, we incurred direct transaction costs of $14.6 million in connection with the acquisition of Optimal Blue. Transaction costs are included in Transition and integration costs on the Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).
Estimated Useful Lives of Computer Software and Other Intangible Assets Acquired
As of the acquisition date, the preliminary gross carrying value and weighted average estimated useful lives of Computer software and Other intangible assets acquired consisted of the following (dollars in millions):
Gross carrying valueWeighted average
estimated life
(in years)
Computer software$79.8 5
Other intangible assets:
Client relationships601.7 10
Trade names5.2 3
Non-compete agreements3.1 5
Other intangible assets610.0 
Total gross carrying value$689.8 

Unaudited Pro Forma Results
Pursuant to ASC 805, unaudited pro forma results of operations for the three and nine months ended September 30, 2020 and 2019, assuming the acquisition had occurred as of January 1, 2019, are presented below (in millions, except per share amounts):
Three months ended September 30,Nine months ended September 30,
2020201920202019
Revenue$337.7 $322.1 $977.9 $942.8 
Net earnings$106.9 $11.0 $155.4 $16.7 
The unaudited pro forma results include certain pro forma adjustments that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following:
additional amortization expense that would have been recognized relating to the acquired intangible assets;
adjustments to interest expense to reflect the additional debt we incurred related to partially finance the acquisition; and
a reduction of expenses for acquisition-related transaction costs of $14.6 million for the three and nine months ended September 30, 2020.