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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
Commission File Number
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There were
FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2023
TABLE OF CONTENTS
i
Part I: FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements (Unaudited)
BLACK KNIGHT, INC.
Condensed Consolidated Balance Sheets
(In millions, except share data)
(Unaudited)
March 31, 2023 | December 31, 2022 | |||||
ASSETS | ||||||
Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Trade receivables, net |
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Prepaid expenses and other current assets |
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Receivables from related parties |
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Current assets held for sale | |
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Total current assets |
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Property and equipment, net |
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Software, net |
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Other intangible assets, net |
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Goodwill |
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Investments in unconsolidated affiliates |
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Deferred contract costs, net |
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Other non-current assets |
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Non-current assets held for sale | | | ||||
Total assets | $ | | $ | | ||
LIABILITIES AND EQUITY |
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Current liabilities: |
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Trade accounts payable and other accrued liabilities | $ | | $ | | ||
Income taxes payable | | | ||||
Accrued compensation and benefits |
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Current portion of debt |
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Deferred revenues |
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Total current liabilities |
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Deferred revenues |
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Deferred income taxes |
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Long-term debt, net of current portion |
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Other non-current liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Redeemable noncontrolling interests |
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Equity: |
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Common stock; $ |
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Preferred stock; $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
| ( |
| ( | ||
Treasury stock, at cost, |
| ( |
| ( | ||
Total shareholders’ equity |
| |
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Total liabilities, redeemable noncontrolling interests and shareholders’ equity | $ | | $ | |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
1
BLACK KNIGHT, INC.
Condensed Consolidated Statements of Earnings and Comprehensive Earnings
(In millions, except per share data)
(Unaudited)
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
Revenues | $ | | $ | | ||
Expenses: |
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Operating expenses |
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Depreciation and amortization |
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Transition and integration costs |
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Total expenses |
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Operating income |
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Other income and expense: |
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Interest expense, net |
| ( |
| ( | ||
Other income (expense), net |
| |
| ( | ||
Total other income (expense), net |
| |
| ( | ||
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates |
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Income tax expense (benefit) | |
| ( | |||
Earnings before equity in (losses) earnings of unconsolidated affiliates |
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Equity in (losses) earnings of unconsolidated affiliates, net of tax |
| ( |
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Net earnings |
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Net losses attributable to redeemable noncontrolling interests |
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Net earnings attributable to Black Knight | $ | | $ | | ||
Other comprehensive (losses) earnings: |
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Unrealized holding (losses) gains, net of tax(1) | ( | | ||||
Reclassification adjustments for (gains) losses included in net earnings, net of tax(2) | ( | | ||||
Total unrealized (losses) gains on interest rate swaps, net of tax |
| ( |
| | ||
Foreign currency translation adjustment, net of tax(3) | | ( | ||||
Unrealized (losses) gains on investments in unconsolidated affiliates, net of tax(4) | ( | | ||||
Other comprehensive (losses) earnings |
| ( |
| | ||
Comprehensive earnings |
| |
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Net losses attributable to redeemable noncontrolling interests |
| |
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Comprehensive earnings attributable to Black Knight | $ | | $ | | ||
Net earnings per share attributable to Black Knight common shareholders: |
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Basic | $ | | $ | | ||
Diluted | $ | | $ | | ||
Weighted average shares of common stock outstanding (see Note 4): |
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Basic |
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Diluted |
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(1) | Net of income tax benefit of less than $ |
(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 expense of $ |
(3) | Net of income tax benefit of less than $ |
(4) | Net of income tax benefit of $ |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
2
BLACK KNIGHT, INC.
Condensed Consolidated Statements of Equity
(In millions)
(Unaudited)
Three months ended March 31, 2023 | |||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||
Additional | other | Total | Redeemable | ||||||||||||||||||||||
Common stock | paid-in | Retained | comprehensive | Treasury stock | shareholders’ | noncontrolling | |||||||||||||||||||
| Shares |
| $ |
| capital |
| earnings |
| loss |
| Shares |
| $ |
| equity |
| interests | ||||||||
Balance, December 31, 2022 |
| | $ | — | $ | | $ | | $ | ( |
| | $ | ( | $ | | $ | | |||||||
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC |
| — |
| — |
| |
| — |
| — |
| — |
| — |
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| ( | |||||||
Grant of restricted shares of common stock |
| — |
| — |
| ( |
| — |
| — |
| ( |
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| — |
| — | |||||||
Forfeitures of restricted shares of common stock |
| — |
| — |
| |
| — |
| — |
| — |
| ( |
| — |
| — | |||||||
Tax withholding payments for restricted share vesting |
| — |
| — |
| ( |
| — |
| — |
| — |
| — |
| ( |
| — | |||||||
Vesting of restricted shares granted from treasury stock |
| — |
| — |
| |
| — |
| — |
| |
| ( |
| — |
| — | |||||||
Equity-based compensation expense |
| — |
| — |
| |
| — |
| — |
| — |
| — |
| |
| — | |||||||
Net earnings |
| — |
| — |
| — |
| |
| — |
| — |
| — |
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| — | |||||||
Equity-based compensation expense of unconsolidated affiliates |
| — |
| — |
| — |
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| — |
| — |
| — |
| |
| — | |||||||
Unrealized losses on interest rate swaps, net |
| — |
| — |
| — |
| — |
| ( |
| — |
| — |
| ( |
| — | |||||||
Other comprehensive loss on investments in unconsolidated affiliates |
| — |
| — |
| — |
| — |
| ( |
| — |
| — |
| ( |
| — | |||||||
Balance, March 31, 2023 |
| | $ | — | $ | | $ | | $ | ( |
| | $ | ( | $ | | $ | |
Three months ended March 31, 2022 | |||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||
Additional | other | Total | Redeemable | ||||||||||||||||||||||
Common stock | paid-in | Retained | comprehensive | Treasury stock | shareholders’ | noncontrolling | |||||||||||||||||||
| Shares |
| $ |
| capital |
| earnings |
| loss |
| Shares |
| $ |
| equity |
| interests | ||||||||
Balance, December 31, 2021 |
| | $ | — | $ | | $ | | $ | ( |
| | $ | ( | $ | | $ | | |||||||
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC | — | — | ( | — | — | — | — | ( | | ||||||||||||||||
Acquisition of remaining redeemable noncontrolling interests in Optimal Blue Holdco, LLC | — | — | — | — | — | — | — | — | ( | ||||||||||||||||
Grant of restricted shares of common stock |
| — |
| — |
| ( |
| — |
| — |
| ( |
| |
| — |
| — | |||||||
Forfeitures of restricted shares of common stock |
| — |
| — |
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| — |
| — |
| — |
| ( |
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| — | |||||||
Tax withholding payments for restricted share vesting |
| — |
| — |
| ( |
| — |
| — |
| — |
| — |
| ( |
| — | |||||||
Vesting of restricted shares granted from treasury stock |
| — |
| — |
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| — |
| — |
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| ( |
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| — | |||||||
Equity-based compensation expense |
| — |
| — |
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| — |
| — |
| — |
| — |
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| — | |||||||
Net earnings (losses) |
| — |
| — |
| — |
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| — |
| — |
| — |
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| ( | |||||||
Equity-based compensation expense of unconsolidated affiliates |
| — |
| — |
| — |
| ( |
| — |
| — |
| — |
| ( |
| — | |||||||
Foreign currency translation adjustment |
| — |
| — |
| — |
| — |
| ( |
| — |
| — |
| ( |
| — | |||||||
Unrealized gains on interest rate swaps, net |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| |
| — | |||||||
Other comprehensive gains on investments in unconsolidated affiliates |
| — |
| — |
| — |
| — |
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| — |
| — |
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Other |
| — |
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| — |
| — |
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Balance, March 31, 2022 |
| | $ | — | $ | | $ | | $ | ( |
| | $ | ( | $ | | $ | |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
3
BLACK KNIGHT, INC.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| Three months ended March 31, | |||||
2023 | 2022 | |||||
Cash flows from operating activities: |
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Net earnings | $ | | $ | | ||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Depreciation and amortization |
| | | |||
Amortization of debt issuance costs and original issue discount |
| | | |||
Gain related to the TitlePoint transaction | ( | | ||||
Deferred income taxes, net |
| ( | ( | |||
Equity in losses (earnings) of unconsolidated affiliates, net of tax |
| | ( | |||
Equity-based compensation |
| | | |||
Changes in assets and liabilities: |
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Trade receivables, including receivables from related parties |
| | ( | |||
Prepaid expenses and other assets |
| ( | ( | |||
Deferred contract costs |
| ( | ( | |||
Deferred revenues |
| ( | ( | |||
Trade accounts payable and other liabilities |
| | | |||
Net cash provided by operating activities |
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Cash flows from investing activities: |
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Additions to property and equipment |
| ( | ( | |||
Additions to software |
| ( | ( | |||
Proceeds from the TitlePoint transaction |
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Net cash provided by (used in) investing activities |
| | ( | |||
Cash flows from financing activities: |
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Revolver borrowings |
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Revolver payments |
| ( | ( | |||
Term loan payments |
| ( | ( | |||
Payments made for redeemable noncontrolling interests |
| | ( | |||
Tax withholding payments for restricted share vesting |
| ( | ( | |||
Finance lease payments |
| | ( | |||
Net cash used in financing activities |
| ( | ( | |||
Net increase (decrease) in cash and cash equivalents |
| | ( | |||
Cash and cash equivalents, beginning of period |
| | | |||
Cash and cash equivalents, end of period | $ | | $ | | ||
Supplemental cash flow information: |
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Interest paid, net | $ | ( | $ | ( | ||
Income taxes paid, net | $ | ( | $ | ( |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1)Basis of Presentation and Overview
The accompanying Condensed Consolidated Financial Statements (Unaudited) of Black Knight, Inc. (“BKI”) and its subsidiaries ("Black Knight," the "Company," "we," "us" or "our") were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated.
The preparation of these Condensed Consolidated Financial Statements (Unaudited) in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements (Unaudited), as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2022 filed with the Securities and Exchange Commission ("SEC") on February 28, 2023 and March 24, 2023, respectively, and other filings with the SEC.
Description of Business
We are a premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics to the U.S. mortgage and real estate markets. Our mission is to transform the markets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and that result in realized efficiencies, reduced risk and new opportunities for our clients to help them achieve greater levels of success.
Principles of Consolidation
The Condensed Consolidated Financial Statements (Unaudited) include the accounts of BKI and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Balance Sheets (Unaudited) as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight.
Redeemable Noncontrolling Interests
Prior to February 15, 2022, we owned
On February 15, 2022, we entered into a purchase agreement with Cannae and THL and acquired all of their issued and outstanding Class A units of Optimal Blue Holdco through Optimal Blue I, LLC (“Optimal Blue I”), a Delaware limited liability company and our wholly-owned subsidiary, in exchange for aggregate consideration of
As of March 31, 2023 and December 31, 2022, redeemable noncontrolling interests were $
5
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Reporting Segments
We conduct our operations through
Merger Agreement
On May 4, 2022, we entered into a definitive agreement to be acquired by Intercontinental Exchange, Inc. (“ICE”) (the “Original Merger Agreement”) a leading global provider of data, technology, and market infrastructure, in a transaction valued at approximately $
Completion of the ICE Transaction is subject to the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). On March 9, 2023, the United States Federal Trade Commission (the “FTC”) filed an administrative complaint challenging the ICE Transaction under the HSR Act and authorized the filing of a complaint in federal district court to pursue a preliminary injunction to prevent the consummation of the ICE Transaction pending an administrative trial, and ICE announced that ICE strongly disagrees with, and intends to vigorously oppose the FTC’s decision to challenge the ICE Transaction. On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief. The FTC seeks to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits. On April 21, 2023, the United States District Court for the Northern District of California entered a temporary restraining order that prevents ICE and BKI from consummating the ICE Transaction until 11:59 p.m. on the second business day after the Court rules on the FTC’s motion for a preliminary injunction, or a date set by the Court, whichever is later. On April 25, 2023, BKI filed its response to the FTC’s complaint generally denying the allegations and asserting several defenses. BKI also asserted a counterclaim against the FTC seeking declaratory and injunctive relief alleging violations of BKI’s constitutional rights. There can be no assurance as to the outcome of litigation with the FTC or that this condition to the completion of the ICE Transaction will be satisfied on a timely basis or at all.
Divestiture Agreement
In connection with entering into the Amendment, on March 7, 2023, we entered into an Equity Purchase Agreement (the “Divestiture Agreement”) with Constellation Web Solutions Inc., a subsidiary of Constellation Software Inc. (“Constellation”), and ICE in order to seek to address certain antitrust concerns raised by the FTC regarding the ICE Transaction.
In accordance with the Divestiture Agreement, after the closing of the ICE Transaction, Constellation will purchase our Empower® loan origination system (LOS) business, including its ExchangeSM, LendingSpace and AIVA solutions, (the “Divestiture Transaction”). The Divestiture Transaction is subject to customary closing conditions, including but not limited to the prior completion of the ICE Transaction.
TitlePoint Transaction
On November 18, 2022, we entered into a definitive agreement to sell our TitlePoint line of business (“TitlePoint”) within our Data and Analytics reporting segment to an affiliate of Fidelity National Financial, Inc. (“FNF”) for $
6
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
January 1, 2023 and we recognized a gain before tax of $
(2)Condensed Consolidated Financial Statement Details
Cash and Cash Equivalents
Cash and cash equivalents are unrestricted and consist of the following (in millions):
| ||||||
March 31, 2023 |
| December 31, 2022 | ||||
Cash | $ | | $ | | ||
Cash equivalents |
| |
| | ||
Cash and cash equivalents | $ | | $ | |
Trade Receivables, Net
A summary of Trade receivables, net of allowance for credit losses consist of the following (in millions):
| ||||||
March 31, 2023 |
| December 31, 2022 | ||||
Trade receivables — billed | $ | | $ | | ||
Trade receivables — unbilled |
| |
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Trade receivables |
| |
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Allowance for credit losses |
| ( |
| ( | ||
Trade receivables, net | $ | | $ | |
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in millions):
| ||||||
| March 31, 2023 |
| December 31, 2022 | |||
Prepaid expenses | $ | | $ | | ||
Contract assets, net |
| |
| | ||
Income tax receivables | | | ||||
Other current assets |
| |
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Prepaid expenses and other current assets | $ | | $ | |
Other Non-Current Assets
Other non-current assets consist of the following (in millions):
March 31, 2023 |
| December 31, 2022 | ||||
Contract assets, net | $ | | $ | | ||
Property records database | | | ||||
Right-of-use assets |
| |
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Deferred compensation plan related assets |
| |
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Contract credits |
| |
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Prepaid expenses |
| |
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Other |
| |
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Other non-current assets | $ | | $ | |
7
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Trade Accounts Payable and Other Accrued Liabilities
Trade accounts payable and other accrued liabilities consist of the following (in millions):
| ||||||
March 31, 2023 |
| December 31, 2022 | ||||
Trade accounts payable | $ | | $ | | ||
Lease liabilities, current | | | ||||
Other taxes payable and accrued |
| |
| | ||
Accrued interest |
| |
| | ||
Accrued client liabilities | | | ||||
Other |
| |
| | ||
Trade accounts payable and accrued liabilities | $ | | $ | |
Deferred Revenues
Revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $
Depreciation and Amortization
Depreciation and amortization consist of the following (in millions):
| Three months ended March 31, | |||||
| 2023 |
| 2022 | |||
Other intangible assets | $ | | $ | | ||
Software | | | ||||
Property and equipment |
| |
| | ||
Deferred contract costs |
| |
| | ||
Total | $ | | $ | |
In January 2023, we completed an assessment of the useful lives of certain software solutions. Due to investments in the software and changes in technology, we increased the estimated useful lives of certain origination and specialty servicing software solutions from
Other Non-Current Liabilities
Other non-current liabilities consist of the following (in millions):
| ||||||
March 31, 2023 |
| December 31, 2022 | ||||
Lease liabilities, non-current | $ | | $ | | ||
Deferred compensation plan | | | ||||
Other | | | ||||
Other non-current liabilities | $ | | $ | |
A
(3)Investments in Unconsolidated Affiliates
DNB is a leading global provider of business decisioning data and analytics. On February 15, 2022, we exchanged
8
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
The number of shares of DNB common stock was valued at $
We hold less than
During the three months ended March 31, 2023, we received a quarterly cash dividend of $
As of March 31, 2023, DNB’s closing share price was $
Equity in (losses) earnings of unconsolidated affiliates, net of tax consists of the following (in millions):
Three months ended March 31, | |||||
2023 |
| 2022 | |||
Equity in losses of unconsolidated affiliates, net of tax | $ | ( | $ | ( | |
Gain related to DNB investment, net of tax | — | | |||
Equity in (losses) earnings of unconsolidated affiliates, net of tax | $ | ( | $ | |
(4)Earnings Per Share
Diluted net earnings per share includes the effect of unvested restricted stock awards, restricted stock unit awards (“RSUs”) and OB PIUs. The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share amounts):
Three months ended March 31, | ||||||
2023 |
| 2022 | ||||
Basic: |
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|
| |||
Net earnings attributable to Black Knight | $ | | $ | | ||
Shares used for basic net earnings per share: |
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Weighted average shares of common stock outstanding |
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Basic net earnings per share | $ | | $ | | ||
Diluted: |
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Net earnings attributable to Black Knight | $ | | $ | | ||
Shares used for diluted net earnings per share: |
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Weighted average shares of common stock outstanding |
| |
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Dilutive effect of unvested restricted shares of common stock and OB PIUs |
| |
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Weighted average shares of common stock, diluted |
| |
| | ||
Diluted net earnings per share | $ | | $ | |
9
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
(5)Related Party Transactions
Our service arrangements with related parties are priced within the range of prices we offer to third parties. We believe the amounts earned from or charged by us under each of the following arrangements are fair and reasonable. However, the amounts we earned or that were charged under these arrangements were not negotiated at arm's length and may not represent the terms that we might have obtained from an unrelated third party.
DNB
DNB is considered to be a related party primarily due to the combination of our investment in DNB and our Executive Chairman, who is also the Chief Executive Officer of DNB. Refer to Note 3 — Investments in Unconsolidated Affiliates for additional information.
In 2021, we entered into a
We have a services agreement with DNB that is cancellable upon mutual agreement. Pursuant to the agreement, we provide DNB certain support services in exchange for fees in an amount of our cost plus a
The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Balance Sheets (Unaudited) (in millions):
March 31, 2023 |
| December 31, 2022 | ||||
Receivables from related parties | $ | | $ | | ||
Prepaid expenses and other current assets |
| |
| | ||
Deferred revenues (current) | | |
The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):
Three months ended March 31, | ||||||
| 2023 |
| 2022 | |||
Revenues | $ | | $ | | ||
Operating expenses |
| |
| |
During the three months ended March 31, 2023, we received a quarterly cash dividend of $
10
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
(6)Long-Term Debt
Long-term debt consists of the following (in millions):
| March 31, 2023 |
| December 31, 2022 | |||
Term A Loan | $ | | $ | | ||
Revolving Credit Facility |
| |
| | ||
Senior Notes |
| |
| | ||
Other |
| |
| | ||
Total long-term debt principal |
| |
| | ||
Less: current portion of long-term debt |
| ( |
| ( | ||
Long-term debt before debt issuance costs and discount |
| |
| | ||
Less: debt issuance costs and discount |
| ( |
| ( | ||
Long-term debt, net of current portion | $ | | $ | |
As of March 31, 2023, principal maturities are as follows (in millions):
2023 |
| $ | |
2024 | | ||
2025 |
| | |
2026 |
| | |
2027 |
| — | |
Thereafter |
| | |
Total | $ | |
Credit Agreement
In 2021, our indirect subsidiary Black Knight Infoserv, LLC (“BKIS”) entered into a second amended and restated credit and guaranty agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the other agents and lenders party thereto. The Credit Agreement provides for (i) a $
As of March 31, 2023, the interest rate for the Facilities was based on the Eurodollar rate plus a margin of
The Facilities are guaranteed by BKIS’s wholly-owned domestic restricted subsidiaries, as defined by the Credit Agreement, and Black Knight Financial Services, LLC, and are secured by associated collateral agreements that pledge a lien on the majority of BKIS’s assets and the assets of the guarantors, in each case, subject to customary exceptions.
The remaining principal balance of the Term A Loan and any outstanding loans under the Revolving Credit Facility are due upon maturity on March 10, 2026.
Senior Notes
On August 26, 2020, BKIS completed the issuance and sale of $
11
BLACK KNIGHT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Agreement, to the extent of the value of the assets securing those obligations. The Senior Notes are structurally subordinated to all liabilities of BKIS’ subsidiaries that do not guarantee the Senior Notes.
Fair Value of Long-Term Debt
The fair values of our Facilities and Senior Notes are based upon established market prices for the securities using Level 2 inputs. The fair value of our Facilities approximates their carrying value as of March 31, 2023. The fair value of our Senior Notes as of March 31, 2023 was $
Interest Rate Swaps
We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of March 31, 2023, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions):
Effective dates |
| Notional amount |
| Fixed rates | ||
April 30, 2018 through April 30, 2023 | $ | |
| | % |
During the three months ended March 31, 2023, the following interest rate swap agreement expired (in millions):
Effective dates |
| Notional amount |
| Fixed rate | ||