Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-37394 | |
Entity Registrant Name | Black Knight, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5265638 | |
Entity Address, Address Line One | 601 Riverside Avenue | |
Entity Address, City or Town | Jacksonville | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32204 | |
City Area Code | 904 | |
Local Phone Number | 854-5100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BKI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 156,758,741 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001627014 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 15.9 | $ 12.2 |
Trade receivables, net | 205.4 | 193.5 |
Prepaid expenses and other current assets | 147.7 | 132.1 |
Receivables from related parties | $ 0 | $ 0.1 |
Other receivable after allowance for credit loss current related party type extensible enumeration | Related Party | Related Party |
Current assets held for sale | $ 0 | $ 5.8 |
Total current assets | 369 | 343.7 |
Property and equipment, net | 129.2 | 143 |
Software, net | 424.9 | 443.7 |
Other intangible assets, net | 408.8 | 470.1 |
Goodwill | 3,747.8 | 3,747.8 |
Investments | 224.1 | 171 |
Deferred contract costs, net | 189.2 | 192.6 |
Other non-current assets | 275.5 | 246.2 |
Non-current assets held for sale | 0 | 73.5 |
Total assets | 5,768.5 | 5,831.6 |
Current liabilities: | ||
Trade accounts payable and other accrued liabilities | 68.9 | 66.5 |
Income taxes payable | 23.4 | 28.4 |
Accrued compensation and benefits | 70.9 | 82.8 |
Current portion of debt | 43.8 | 33.6 |
Deferred revenues | 50.3 | 59.9 |
Total current liabilities | 257.3 | 271.2 |
Deferred revenues | 31.1 | 42.4 |
Deferred income taxes | 204.9 | 227.5 |
Long-term debt, net of current portion | 2,401.9 | 2,621.7 |
Other non-current liabilities | 46.4 | 47.9 |
Total liabilities | 2,941.6 | 3,210.7 |
Commitments and contingencies (Note 9) | ||
Redeemable noncontrolling interests | 43.4 | 47.6 |
Equity: | ||
Common stock; $0.0001 par value; 550,000,000 shares authorized; 160,040,598 shares issued and 156,759,534 shares outstanding as of June 30, 2023, and 160,040,598 shares issued and 155,930,399 shares outstanding as of December 31, 2022 | 0 | 0 |
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of June 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 1,363.7 | 1,398.2 |
Retained earnings | 1,609.4 | 1,417.1 |
Accumulated other comprehensive loss | (2.1) | (6.3) |
Treasury stock, at cost, 3,281,064 shares as of June 30, 2023 and 4,110,199 shares as of December 31, 2022 | (187.5) | (235.7) |
Total shareholders' equity | 2,783.5 | 2,573.3 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | $ 5,768.5 | $ 5,831.6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 160,040,598 | 160,040,598 |
Common stock, shares outstanding (in shares) | 156,759,534 | 155,930,399 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in share) | 0 | 0 |
Treasury stock (in shares) | 3,281,064 | 4,110,199 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings and Comprehensive Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Consolidated Statements of Earnings and Comprehensive Earnings | ||||
Revenues | $ 368.2 | $ 394.5 | $ 750.4 | $ 781.7 |
Expenses: | ||||
Operating expenses | 214.4 | 216.8 | 427.5 | 424.7 |
Depreciation and amortization | 82.1 | 92.5 | 164.7 | 184 |
Transition and integration costs | 11 | 8.2 | 16.5 | 15.8 |
Total expenses | 307.5 | 317.5 | 608.7 | 624.5 |
Operating income (loss) | 60.7 | 77 | 141.7 | 157.2 |
Other income and expense: | ||||
Interest expense, net | (33.5) | (22.6) | (63.6) | (43.7) |
Other income (expense), net | 50 | (2.4) | 188 | (3.6) |
Total other income (expense), net | 16.5 | (25) | 124.4 | (47.3) |
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | 77.2 | 52 | 266.1 | 109.9 |
Income tax expense | 21.2 | 11.6 | 67.1 | 10.5 |
Earnings before equity in (losses) earnings of unconsolidated affiliates | 56 | 40.4 | 199 | 99.4 |
Equity in (losses) earnings of unconsolidated affiliates, net of tax | (0.7) | (0.1) | (1.9) | 303 |
Net earnings | 55.3 | 40.3 | 197.1 | 402.4 |
Net losses attributable to redeemable noncontrolling interests | 2.5 | |||
Net earnings attributable to Black Knight | 55.3 | 40.3 | 197.1 | 404.9 |
Other comprehensive (losses) earnings: | ||||
Unrealized holding gains (losses), net of tax(1) | 2.3 | (0.1) | 6.6 | |
Reclassification adjustments for (gains) losses included in net earnings, net of tax(2) | (0.3) | 2 | (1.5) | 5.2 |
Total unrealized (losses) gains on interest rate swaps, net of tax | (0.3) | 4.3 | (1.6) | 11.8 |
Foreign currency translation adjustment, net of tax(3) | (0.4) | (0.6) | ||
Unrealized (losses) gains on investments in unconsolidated affiliates, net of tax(4) | 6 | (2.4) | 5.8 | 0.8 |
Other comprehensive (losses) earnings | 5.7 | 1.5 | 4.2 | 12 |
Comprehensive earnings | 61 | 41.8 | 201.3 | 414.4 |
Net losses attributable to redeemable noncontrolling interests | 2.5 | |||
Comprehensive earnings attributable to Black Knight | $ 61 | $ 41.8 | $ 201.3 | $ 416.9 |
Net earnings per share attributable to Black Knight common shareholders: | ||||
Basic | $ 0.36 | $ 0.26 | $ 1.27 | $ 2.62 |
Diluted | $ 0.35 | $ 0.26 | $ 1.27 | $ 2.60 |
Weighted average shares of common stock outstanding (see Note 4): | ||||
Basic | 155 | 154.5 | 154.8 | 154.4 |
Diluted | 155.9 | 155.6 | 155.7 | 155.5 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivatives qualifying as hedges, tax expense (benefit) | $ 0.9 | $ 2.3 | ||
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) | $ 0.1 | (0.7) | $ 0.5 | 1.8 |
Foreign currency translation adjustment, tax | 0.2 | 0.2 | ||
Unrealized gains (losses) on investments in unconsolidated affiliates, tax | 2 | $ (0.8) | 2 | $ 0.3 |
Maximum | ||||
Derivatives qualifying as hedges, tax expense (benefit) | $ 0.1 | $ 0.1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Redeemable noncontrolling interests | Total |
Beginning balance at Dec. 31, 2021 | $ 1,410.9 | $ 968.2 | $ (17.5) | $ (271.2) | $ 1,188.8 | $ 2,090.4 | |
Beginning balance (shares) at Dec. 31, 2021 | 160 | 4.7 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC | (17.1) | 17.1 | (17.1) | ||||
Acquisition of remaining redeemable noncontrolling interests in Optimal Blue Holdco, LLC | (1,156) | ||||||
Grant of restricted shares of common stock | (50.8) | $ 50.8 | |||||
Grant of restricted shares of common stock (in shares) | (0.9) | ||||||
Forfeitures of restricted shares of common stock | 1.2 | $ (1.2) | |||||
Tax withholding payments for restricted share vesting | (11) | (11) | |||||
Vesting of restricted shares granted from treasury stock | 8.8 | $ (8.8) | |||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.2 | ||||||
Equity-based compensation expense | 23.6 | 23.6 | |||||
Net earnings (losses) | 404.9 | (2.5) | 404.9 | ||||
Equity-based compensation expense of unconsolidated affiliates | (4.9) | (4.9) | |||||
Foreign currency translation adjustment | (0.6) | (0.6) | |||||
Unrealized gains (losses) on interest rate swaps, net | 11.8 | 11.8 | |||||
Other comprehensive gains (loss) on investments in unconsolidated affiliates | 0.8 | 0.8 | |||||
Other | 2.2 | 2.2 | |||||
Ending balance at Jun. 30, 2022 | 1,367.8 | 1,368.2 | (5.5) | $ (230.4) | 47.4 | 2,500.1 | |
Ending balance (shares) at Jun. 30, 2022 | 160 | 4 | |||||
Beginning balance at Dec. 31, 2021 | 1,410.9 | 968.2 | (17.5) | $ (271.2) | 1,188.8 | 2,090.4 | |
Beginning balance (shares) at Dec. 31, 2021 | 160 | 4.7 | |||||
Ending balance at Dec. 31, 2022 | 1,398.2 | 1,417.1 | (6.3) | $ (235.7) | 47.6 | 2,573.3 | |
Ending balance (shares) at Dec. 31, 2022 | 160 | 4.1 | |||||
Beginning balance at Mar. 31, 2022 | 1,364.8 | 1,327.4 | (7) | $ (234.2) | 40.2 | 2,451 | |
Beginning balance (shares) at Mar. 31, 2022 | 160 | 4.1 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC | (7.2) | 7.2 | (7.2) | ||||
Grant of restricted shares of common stock | 4.2 | $ (4.2) | |||||
Grant of restricted shares of common stock (in shares) | (0.1) | ||||||
Forfeitures of restricted shares of common stock | 0.2 | $ (0.2) | |||||
Tax withholding payments for restricted share vesting | (0.3) | (0.3) | |||||
Vesting of restricted shares granted from treasury stock | 0.2 | (0.2) | |||||
Equity-based compensation expense | 12.9 | 12.9 | |||||
Net earnings (losses) | 40.3 | 40.3 | |||||
Equity-based compensation expense of unconsolidated affiliates | 0.5 | 0.5 | |||||
Foreign currency translation adjustment | (0.4) | (0.4) | |||||
Unrealized gains (losses) on interest rate swaps, net | 4.3 | 4.3 | |||||
Other comprehensive gains (loss) on investments in unconsolidated affiliates | (2.4) | (2.4) | |||||
Other | 1.4 | 1.4 | |||||
Ending balance at Jun. 30, 2022 | 1,367.8 | 1,368.2 | (5.5) | $ (230.4) | 47.4 | 2,500.1 | |
Ending balance (shares) at Jun. 30, 2022 | 160 | 4 | |||||
Beginning balance at Dec. 31, 2022 | 1,398.2 | 1,417.1 | (6.3) | $ (235.7) | 47.6 | 2,573.3 | |
Beginning balance (shares) at Dec. 31, 2022 | 160 | 4.1 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC | 4.2 | (4.2) | 4.2 | ||||
Grant of restricted shares of common stock | (58.6) | $ 58.6 | |||||
Grant of restricted shares of common stock (in shares) | (1) | ||||||
Forfeitures of restricted shares of common stock | 2.6 | $ (2.6) | |||||
Forfeitures of restricted shares of common stock (shares) | 0.1 | ||||||
Tax withholding payments for restricted share vesting | (8.4) | (8.4) | |||||
Vesting of restricted shares granted from treasury stock | 7.8 | $ (7.8) | |||||
Vesting of restricted shares granted from treasury stock (in shares) | 0.1 | ||||||
Equity-based compensation expense | 17.9 | 17.9 | |||||
Net earnings (losses) | 197.1 | 197.1 | |||||
Equity-based compensation expense of unconsolidated affiliates | (4.8) | (4.8) | |||||
Unrealized gains (losses) on interest rate swaps, net | (1.6) | (1.6) | |||||
Other comprehensive gains (loss) on investments in unconsolidated affiliates | 5.8 | 5.8 | |||||
Ending balance at Jun. 30, 2023 | 1,363.7 | 1,609.4 | (2.1) | $ (187.5) | 43.4 | 2,783.5 | |
Ending balance (shares) at Jun. 30, 2023 | 160 | 3.3 | |||||
Beginning balance at Mar. 31, 2023 | 1,358.1 | 1,559.3 | (7.8) | $ (186.4) | 41.8 | 2,723.2 | |
Beginning balance (shares) at Mar. 31, 2023 | 160 | 3.2 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC | (1.6) | 1.6 | (1.6) | ||||
Grant of restricted shares of common stock | 0.6 | $ (0.6) | |||||
Forfeitures of restricted shares of common stock | 1.2 | $ (1.2) | |||||
Forfeitures of restricted shares of common stock (shares) | 0.1 | ||||||
Tax withholding payments for restricted share vesting | (0.5) | (0.5) | |||||
Vesting of restricted shares granted from treasury stock | 0.5 | $ (0.5) | |||||
Equity-based compensation expense | 6.6 | 6.6 | |||||
Net earnings (losses) | 55.3 | 55.3 | |||||
Equity-based compensation expense of unconsolidated affiliates | (5.2) | (5.2) | |||||
Unrealized gains (losses) on interest rate swaps, net | (0.3) | (0.3) | |||||
Other comprehensive gains (loss) on investments in unconsolidated affiliates | 6 | 6 | |||||
Ending balance at Jun. 30, 2023 | $ 1,363.7 | $ 1,609.4 | $ (2.1) | $ (187.5) | $ 43.4 | $ 2,783.5 | |
Ending balance (shares) at Jun. 30, 2023 | 160 | 3.3 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net earnings | $ 197.1 | $ 402.4 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 164.7 | 184 |
Amortization of debt issuance costs and original issue discount | 2 | 1.9 |
Gain related to the TitlePoint transaction | (145.4) | 0 |
Unrealized gain related to investment in DNB | (55.8) | 0 |
Deferred income taxes, net | (21.8) | (144.9) |
Equity in losses (earnings) of unconsolidated affiliates, net of tax | 1.9 | (303) |
Equity-based compensation | 17.9 | 23.6 |
Changes in assets and liabilities: | ||
Trade receivables, including receivables from related parties | (11.7) | (17.4) |
Prepaid expenses and other assets | (42.3) | (28.1) |
Deferred contract costs | (18.3) | (21.7) |
Deferred revenues | (20.9) | (15.3) |
Trade accounts payable and other liabilities | (22.9) | 8.3 |
Net cash provided by operating activities | 44.5 | 89.8 |
Cash flows from investing activities: | ||
Additions to property and equipment | (4.1) | (11.8) |
Additions to software | (44.9) | (43.7) |
Proceeds from the TitlePoint transaction | 224.2 | 0 |
Other investing activities | 0 | (4) |
Net cash provided by (used in) investing activities | 175.2 | (59.5) |
Cash flows from financing activities: | ||
Revolver borrowings | 250.3 | 585.8 |
Revolver payments | (443.3) | (195.1) |
Term loan payments | (14.4) | (14.4) |
Payments made for redeemable noncontrolling interests | 0 | (433.5) |
Tax withholding payments for restricted share vesting | (8.4) | (11) |
Finance lease payments | 0 | (0.8) |
Other financing activities | (0.2) | (0.4) |
Net cash used in financing activities | (216) | (69.4) |
Net increase (decrease) in cash and cash equivalents | 3.7 | (39.1) |
Cash and cash equivalents, beginning of period | 12.2 | 77.1 |
Cash and cash equivalents, end of period | $ 15.9 | $ 38 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental cash flow information: | ||
Interest paid, net | $ (59.1) | $ (41.9) |
Income taxes paid, net | $ (94.9) | $ (124.3) |
Basis of Presentation and Overv
Basis of Presentation and Overview | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation and Overview | |
Basis of Presentation and Overview | (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" 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 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 60% of Optimal Blue Holdco, LLC (“Optimal Blue Holdco”). Redeemable noncontrolling interests primarily represented the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). As these redeemable noncontrolling interests provided for redemption features not solely within our control, they were presented outside of shareholders' equity. 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 36.4 million shares of Dun & Bradstreet Holdings, Inc. (“DNB”) common stock valued at $722.5 million and $433.5 million in cash. The cash portion of the consideration is included as a financing cash outflow on the Condensed Consolidated Statements of Cash Flows (Unaudited) and was funded with borrowings under our revolving credit facility. The aggregate consideration of $1.156 billion and number of shares of DNB common stock paid to Cannae and THL was based on the 20-day volume-weighted average trading price of DNB for the period ended on February 14, 2022. Since As of June 30, 2023 and December 31, 2022, redeemable noncontrolling interests were $43.4 million and $47.6 million, respectively, related to the Optimal Blue Holdco profits interests units (“OB PIUs”). Refer to Note 11 – Equity Reporting Segments We conduct our operations through two reporting segments: (1) Software Solutions and (2) Data and Analytics. Refer to Note 12 — Segment Information 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. On March 7, 2023, we entered into Amendment No. 1 to the Original Merger Agreement (the “Amendment” and the Original Merger Agreement, as amended by the Amendment, the “Merger Agreement”), which provides for, among other things, a reduction in the merger consideration, valuing Black Knight at $75.00 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68.00 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day volume weighted average price as of March 3, 2023 of $102.62 (the “ICE Transaction”). As under the Original Merger Agreement, Black Knight shareholders can elect to receive either cash or stock, subject to proration, with the value of the cash election and the stock election equalized based on an average of ICE’s 10-day volume weighted average prices for the period ended three trading days prior to closing. The ICE Transaction is expected to close in the third or fourth quarter of 2023, subject to regulatory clearance and the satisfaction of customary closing conditions. The ICE Transaction has been approved by the Boards of Directors of Black Knight and ICE and the shareholders of Black Knight. 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 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 and seeking to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits. Refer to Note 9 – Commitments and Contingencies Divestiture Agreements In connection with entering into the Amendment, on March 7, 2023, we entered into an Equity Purchase Agreement (the “Empower Divestiture Agreement”) with Constellation Web Solutions Inc., a subsidiary of Constellation Software Inc. (“Constellation”) and (solely for the purposes set forth in the Empower Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Empower ® SM On July 14, 2023, we entered into an Equity Purchase Agreement (the “OB Divestiture Agreement”) with Project Badger Holdco Inc., a Delaware corporation and subsidiary of Constellation, and (solely for the purposes set forth in the OB Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Optimal Blue business (the “OB Divestiture Transaction”). Each of the Empower Divestiture Agreement and the OB Divestiture Agreement was entered into specifically to address certain alleged antitrust concerns raised by the FTC in connection with the ICE Transaction and each 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 $225 million in cash, subject to a customary working capital adjustment. In connection with the contribution of Property Insight, LLC, which included TitlePoint, by affiliates of FNF to an affiliate of Black Knight in 2014, FNF had the right to repurchase TitlePoint in the event of a change in control of Black Knight. In connection with the proposed ICE Transaction, FNF notified us of its desire to repurchase TitlePoint. The TitlePoint transaction closed on January 1, 2023 and we recognized a gain before tax of $145.4 million in Other income (expense), net in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). |
Condensed Consolidated Financia
Condensed Consolidated Financial Statement Details | 6 Months Ended |
Jun. 30, 2023 | |
Condensed Consolidated Financial Statement Details | |
Condensed Consolidated Financial Statement Details | (2) Cash and Cash Equivalents Cash and cash equivalents are unrestricted and consist of the following (in millions): June 30, 2023 December 31, 2022 Cash $ 15.4 $ 4.3 Cash equivalents 0.5 7.9 Cash and cash equivalents $ 15.9 $ 12.2 Trade Receivables, Net A summary of Trade receivables, net of allowance for credit losses consist of the following (in millions): June 30, 2023 December 31, 2022 Trade receivables — billed $ 159.8 $ 150.4 Trade receivables — unbilled 52.3 48.0 Trade receivables 212.1 198.4 Allowance for credit losses (6.7) (4.9) Trade receivables, net $ 205.4 $ 193.5 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in millions): June 30, 2023 December 31, 2022 Prepaid expenses $ 86.5 $ 83.0 Contract assets, net 33.6 24.8 Income tax receivables 14.9 12.5 Other current assets 12.7 11.8 Prepaid expenses and other current assets $ 147.7 $ 132.1 Other Non-Current Assets Other non-current assets consist of the following (in millions): June 30, 2023 December 31, 2022 Contract assets, net $ 138.9 $ 107.9 Property records database 60.5 60.5 Right-of-use assets 21.3 24.8 Deferred compensation plan related assets 26.6 23.4 Contract credits 23.5 23.2 Prepaid expenses 3.2 4.4 Other 1.5 2.0 Other non-current assets $ 275.5 $ 246.2 Trade Accounts Payable and Other Accrued Liabilities Trade accounts payable and other accrued liabilities consist of the following (in millions): June 30, 2023 December 31, 2022 Trade accounts payable $ 8.9 $ 11.0 Lease liabilities, current 8.3 8.7 Other taxes payable and accrued 6.8 6.1 Accrued interest 15.7 12.6 Accrued client liabilities 2.6 2.6 Other 26.6 25.5 Trade accounts payable and accrued liabilities $ 68.9 $ 66.5 Deferred Revenues Revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $17.4 million and $20.6 million during the three months ended June 30, 2023 and 2022, respectively, and $39.4 million and $41.5 million during the six months ended June 30, 2023 and 2022, respectively. Depreciation and Amortization Depreciation and amortization consist of the following (in millions): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Other intangible assets $ 30.5 $ 36.8 $ 61.3 $ 73.6 Software 31.9 35.6 63.7 71.1 Property and equipment 8.5 9.7 18.0 19.6 Deferred contract costs 11.2 10.4 21.7 19.7 Total $ 82.1 $ 92.5 $ 164.7 $ 184.0 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 5 years to 7 years. This change in accounting estimate was effective January 1, 2023 and was applied prospectively. Based on the carrying amount of these software solutions as of December 31, 2022, the effect of this change in estimate for the three and six months ended June 30, 2023 was a decrease in software amortization of $4.9 million and $9.9 million, respectively, which resulted in an increase in operating income of $4.9 million and $9.9 million, respectively, and net earnings attributable to Black Knight of $3.7 million and $7.4 million, or $0.02 and $0.05 per basic diluted Other Non-Current Liabilities Other non-current liabilities consist of the following (in millions): June 30, 2023 December 31, 2022 Lease liabilities, non-current $ 13.2 $ 17.4 Deferred compensation plan 23.1 21.4 Other 10.1 9.1 Other non-current liabilities $ 46.4 $ 47.9 A |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments | |
Investments | (3) Investments DNB is a leading global provider of business decisioning data and analytics. On February 15, 2022, we exchanged 36.4 million shares of DNB common stock in connection with our acquisition of the remaining Class A units in Optimal Blue Holdco from Cannae and THL. The number of shares of DNB common stock was valued at $722.5 million based on the 20-day volume-weighted average trading price of DNB for the period ended on February 14, 2022. We recognized a gain of $305.4 million, net of tax of $102.6 million, related to this transaction. Prior to June 30, 2023, we accounted for our investment under the equity method because we had significant influence over DNB primarily through a combination of an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the initial public offering of DNB and our investment. The agreement with certain other DNB investors provided that no investors were required to vote to extend an individual’s election term beyond DNB’s 2023 annual shareholder meeting, which was held on June 15, 2023. The voting agreement expired on June 30, 2023. Investments – Equity Securities During the three and six months ended June 30, 2023, we received quarterly cash dividends of $0.9 million and $1.8 million, respectively, related to our ownership in DNB common stock. The cash dividend reduced the carrying value of our DNB investment since it was received before we transitioned to accounting for our investment under ASC 321. On July 26, 2023, DNB declared a cash dividend of $0.05 per share payable on September 21, 2023 to DNB’s shareholders of record as of September 7, 2023. Prior to accounting for our DNB investment at fair value as of June 30, 2023, Equity in (losses) earnings of unconsolidated affiliates, net of tax consists of the following (in millions): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Equity in losses of unconsolidated affiliates, net of tax $ (0.7) $ (0.1) $ (1.9) $ (2.4) Gain related to DNB investment, net of tax — — — 305.4 Equity in (losses) earnings of unconsolidated affiliates, net of tax $ (0.7) $ (0.1) $ (1.9) $ 303.0 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share | |
Earnings Per Share | (4) 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 June 30, Six months ended June 30, 2023 2022 2023 2022 Basic: Net earnings attributable to Black Knight $ 55.3 $ 40.3 $ 197.1 $ 404.9 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 155.0 154.5 154.8 154.4 Basic net earnings per share $ 0.36 $ 0.26 $ 1.27 $ 2.62 Diluted: Net earnings attributable to Black Knight $ 55.3 $ 40.3 $ 197.1 $ 404.9 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 155.0 154.5 154.8 154.4 Dilutive effect of unvested restricted shares of common stock and OB PIUs 0.9 1.1 0.9 1.1 Weighted average shares of common stock, diluted 155.9 155.6 155.7 155.5 Diluted net earnings per share $ 0.35 $ 0.26 $ 1.27 $ 2.60 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | (5) 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 Prior to June 30, 2023, DNB was considered to be a related party primarily due to the combination of accounting for our investment in DNB as an equity method investment and our Executive Chairman, who is also the Chief Executive Officer of DNB. As of June 30, 2023, we no longer have significant influence over DNB and we account for our DNB investment at fair value in accordance with ASC 321. Refer to Note 3 — Investments In 2021, we entered into a five-year agreement with DNB to provide them with certain products and data over the term of the agreement, as well as professional services, for an aggregate fee of approximately $34 million over the term of the agreement. During the same period, we also entered into an agreement with DNB for access to certain of their data assets for an aggregate fee of approximately $24 million over the term of the agreement. In addition, we jointly market certain solutions and data. 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 10% markup. The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Balance Sheets (Unaudited) (in millions): December 31, 2022 Receivables from related parties $ 0.1 Prepaid expenses and other current assets 2.3 Deferred revenues (current) 6.2 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 June 30, Six months ended June 30, 2023 2022 2023 2022 Revenues $ 1.8 $ 3.0 $ 3.5 $ 4.0 Operating expenses 1.2 1.2 2.4 2.3 During the three and six months ended June 30, 2023, we received quarterly cash dividends of $0.9 million and $1.8 million, respectively, from DNB. Refer to Note 3 – Investments |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Long-term debt consists of the following (in millions): June 30, 2023 December 31, 2022 Term A Loan $ 1,106.8 $ 1,121.2 Revolving Credit Facility 352.0 545.0 Senior Notes 1,000.0 1,000.0 Other 0.8 5.0 Total long-term debt principal 2,459.6 2,671.2 Less: current portion of long-term debt (43.8) (33.6) Long-term debt before debt issuance costs and discount 2,415.8 2,637.6 Less: debt issuance costs and discount (13.9) (15.9) Long-term debt, net of current portion $ 2,401.9 $ 2,621.7 As of June 30, 2023, principal maturities are as follows (in millions): 2023 $ 15.1 2024 57.5 2025 57.5 2026 1,329.5 2027 — Thereafter 1,000.0 Total $ 2,459.6 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 a $1,000.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term A Loan, collectively, the “Facilities”). As of June 30, 2023, the interest rate for the Facilities was based on the Eurodollar rate plus a margin of 150 basis points and was approximately 6.7%. As of June 30, 2023, we had $648.0 million unused capacity on the Revolving Credit Facility, and the unused commitment fee was 20 basis points. On June 21, 2023, BKIS entered into Amendment No. 1 to the Credit Agreement to make conforming changes related to the transition to the Secured Overnight Financing Rate (“SOFR”) due to the cessation of LIBOR. As of July 1, 2023, the interest rate for the Facilities bear interest based on the sum of the 1-month Term SOFR, a spread adjustment of 0.11448% and a margin of 150 basis points and was approximately 6.8%. 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 $1.0 billion aggregate principal amount of 3.625% senior unsecured notes due 2028 (the "Senior Notes"). The Senior Notes have a coupon rate of 3.625% and mature on September 1, 2028. Interest is paid semi-annually in arrears on September 1 and March 1 of each year. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the same guarantors that guarantee the Credit Agreement (collectively, the “Guarantors”). The Senior Notes are effectively subordinated to any obligations that are secured, including obligations under the Credit 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 June 30, 2023. The fair value of our Senior Notes as of June 30, 2023 was $898.8 million compared to its carrying value of $991.9 million, net of original issue discount and debt issuance costs. Interest Rate Swaps We have entered into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2023, we had no outstanding interest rate swap agreements (collectively, the "Swap Agreements"). During the six months ended June 30, 2023, the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rate January 31, 2019 through January 31, 2023 $ 300.0 2.65 % April 30, 2018 through April 30, 2023 $ 250.0 2.61 % The estimated fair values of our Swap Agreements were as follows (in millions): June 30, 2023 December 31, 2022 Other current assets $ — $ 2.2 A cumulative gain of $2.2 million ($1.6 million net of tax) is reflected in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets (Unaudited) as of December 31, 2022. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (losses) earnings ("OCE") on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions): Three months ended June 30, 2023 2022 Amount of gain reclassified Amount of loss reclassified Amount of gain from Accumulated OCE Amount of gain from Accumulated OCE recognized in OCE into Net earnings recognized in OCE into Net earnings Swap agreements $ — $ (0.3) $ 2.3 $ 2.0 Six months ended June 30, 2023 2022 Amount of gain reclassified Amount of loss reclassified Amount of loss from Accumulated OCE Amount of gain from Accumulated OCE recognized in OCE into Net earnings recognized in OCE into Net earnings Swap agreements $ (0.1) $ (1.5) $ 6.6 $ 5.2 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | (7) Fair Value of Financial Assets and Liabilities Fair value represents the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial assets and liabilities are determined using the following fair value hierarchy: ● 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: o quoted prices for similar assets or liabilities in active markets; o quoted prices for identical or similar assets or liabilities in inactive markets; o inputs other than quoted prices that are observable for the asset or liability; and o 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. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): June 30, 2023 December 31, 2022 Carrying Fair value Carrying Fair value amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 15.9 $ 15.9 $ — $ — $ 12.2 $ 12.2 $ — $ — Interest rate swaps (Note 6) — — — — 2.2 — 2.2 — Investment in DNB (Note 3) 213.7 213.7 — — — — — — Liabilities: Contingent consideration 0.3 — — 0.3 0.7 — — 0.7 Redeemable noncontrolling interests 43.4 — — 43.4 47.6 — — 47.6 As of June 30, 2023, our investment in DNB is recorded at fair value based on DNB’s closing share price on June 30, 2023. Refer to Note 3 – Investments The fair value of Redeemable noncontrolling interests and Contingent consideration was primarily determined based on significant estimates and assumptions, including Level 3 inputs. The estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting the rate inherent in the future cash flows. Refer to Note 1 — Basis of Presentation and Overview The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2022 $ 48.3 Contingent consideration adjustments related to prior year acquisition (0.4) Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco (4.2) Ending balance, June 30, 2023 $ 43.7 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | (8) Our effective tax rate was 27.5% and 25.2% for the three and six months ended June 30, 2023, respectively. Our effective tax rate differs from our statutory rate primarily due to the effect of transaction costs partially offset by research and experimentation tax credits. Our effective tax rate was 22.3% and 9.6% for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the three months ended June 30, 2022 differs from our statutory rate primarily due to the effect of research and experimentation tax credits. Our effective tax rate for the six months ended June 30, 2022 includes the effect of a $14.1 million discrete income tax benefit related to the establishment of a deferred tax asset as a result of our reorganization of certain wholly-owned subsidiaries within the Optimal Blue partnership investment structure. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (9) Legal and Regulatory Matters In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded, and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present, we do not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. PennyMac Litigation On November 5, 2019, Black Knight Servicing Technologies, LLC (“BKST”), an indirect, wholly-owned subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial (the “Black Knight Complaint”) against PennyMac Loan Services, LLC (“PennyMac”) in the Circuit Court for the Fourth Judicial Circuit in and for Duval County, Florida. The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP ® ® ® Shortly after the filing of the Black Knight Complaint, on November 6, 2019, PennyMac filed an Antitrust Complaint (the “PennyMac Complaint”) against Black Knight in the United States District Court for the Central District of California. The PennyMac Complaint included causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law. The PennyMac Complaint sought equitable remedies, damages and other monetary relief, including treble and punitive damages. Generally, PennyMac alleged that Black Knight relies on various anticompetitive, unfair and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market. Black Knight moved to dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST. On February 13, 2020, the judge granted Black Knight's motion to transfer the case to Florida and denied as moot the motion to dismiss. On April 17, 2020, PennyMac filed a notice of dismissal of this action without prejudice and indicated that they intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third party claims and/or counterclaims in arbitration. On April 23, 2020, the court entered an order dismissing the action without prejudice and directing that the clerk close the case. On April 28, 2020, PennyMac submitted this matter to the American Arbitration Association ("AAA") for arbitration. The arbitrator was confirmed by the AAA on July 21, 2020. On February 17, 2022, PennyMac filed an amended arbitration demand and Black Knight filed an answering statement on March 2, 2022. The final arbitration hearing on both Black Knight’s trade secret case and PennyMac’s antitrust case has concluded, and we currently expect the arbitrator’s final decision to be issued in the fourth quarter of 2023. As these cases continue to evolve, it is not possible to reasonably estimate the probability that we will ultimately prevail on our lawsuit or be held liable for the violations alleged in the PennyMac Complaint, nor is it possible to reasonably estimate the ultimate gain or loss, if any, or range of gain or loss that could result from these cases. FTC Litigation regarding ICE Transaction On March 9, 2023, the FTC filed a complaint under its administrative court, styled In the Matter of Intercontinental Exchange, Inc. and Black Knight, Inc. as loan origination systems (“LOS”) used by mortgage lenders to manage the mortgage loan origination process, and each own product pricing and eligibility engines (“PPE”), which is software that integrates with an LOS and is used by lenders to obtain and lock in the best interest rates for a borrower, the FTC alleges that the merger would harm competition for these products and result in increased costs, which would eventually be passed on to buyers. Furthermore, the FTC alleges that, because ICE and BKI offer other ancillary services in addition to PPEs, which rely on LOS integration, the proposed merger would disadvantage additional competing ancillary service providers by diverting business to those provided by ICE. To remedy any hypothetical competitive harm resulting from ® On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief, styled Federal Trade Commission v. Intercontinental Exchange, Inc. and Black Knight, Inc. ® As this case continues to evolve, it is not possible to reasonably estimate the probability that the parties will ultimately reach settlement or that the FTC will ultimately prevail on its claims. Should the parties not reach a settlement, we intend to vigorously defend against the claims of the FTC. Indemnifications and Warranties We often agree to indemnify our clients against damages and costs resulting from claims of patent, copyright, trademark infringement or breaches of confidentiality associated with use of our software through software licensing agreements. Historically, we have not made any payments under such indemnifications, but continue to monitor the conditions that are subject to the indemnifications to identify whether a loss has occurred that is both probable and estimable that would require recognition. In addition, we warrant to clients that our software operates substantially in accordance with the software specifications. Historically, no costs have been incurred related to software warranties and none are expected in the future, and as such, no accruals for warranty costs have been made. Indemnification Agreement We are party to a cross-indemnity agreement dated December 22, 2014, with ServiceLink Holdings, LLC ("ServiceLink"). Pursuant to this agreement, ServiceLink indemnifies us from liabilities relating to, arising out of or resulting from the conduct of ServiceLink’s business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of Lender Processing Services, Inc. and the cause of such action, suit or proceeding relates to the business of ServiceLink. In return, we indemnify ServiceLink for liabilities relating to, arising out of, or resulting from the conduct of our business. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenues. | |
Revenues | (10) Disaggregation of Revenues The following tables summarize revenues from contracts with clients (in millions): Three months ended June 30, 2023 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 203.3 $ 86.3 $ 289.6 $ 8.8 $ 298.4 Professional services 18.2 11.3 29.5 0.8 30.3 Data solutions — 1.6 1.6 34.4 36.0 Other — 2.9 2.9 0.6 3.5 Revenues $ 221.5 $ 102.1 $ 323.6 $ 44.6 $ 368.2 Three months ended June 30, 2022 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 203.3 $ 100.4 $ 303.7 $ 9.7 $ 313.4 Professional services 18.4 13.2 31.6 2.1 33.7 Data solutions — 1.5 1.5 42.6 44.1 Other — 2.6 2.6 0.7 3.3 Revenues $ 221.7 $ 117.7 $ 339.4 $ 55.1 $ 394.5 Six months ended June 30, 2023 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 408.4 $ 188.2 $ 596.6 $ 18.4 $ 615.0 Professional services 34.2 21.4 55.6 1.6 57.2 Data solutions — 3.1 3.1 67.3 70.4 Other — 5.0 5.0 2.8 7.8 Revenues $ 442.6 $ 217.7 $ 660.3 $ 90.1 $ 750.4 Six months ended June 30, 2022 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 407.3 $ 192.9 $ 600.2 $ 19.2 $ 619.4 Professional services 37.0 25.5 62.5 2.1 64.6 Data solutions — 2.0 2.0 89.0 91.0 Other — 5.4 5.4 1.3 6.7 Revenues $ 444.3 $ 225.8 $ 670.1 $ 111.6 $ 781.7 (1) Software solutions revenues for Origination Software include license revenues of $0.9 million and $9.2 million for the three months ended June 30, 2023 and 2022, respectively, and $21.0 million and $11.3 million for the six months ended June 30, 2023 and 2022, respectively. Our Software Solutions segment offers leading software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. These solutions primarily consist of processing and workflow management software applications. Our servicing software solutions primarily include our core servicing software solution that automates loan servicing, including loan setup and ongoing processing, customer service, accounting, reporting to the secondary mortgage market and investors and web-based workflow information systems. Our origination software solutions primarily include our solutions that automate and facilitate the origination of mortgage loans, offer product, pricing and eligibility capabilities and provide an interconnected network allowing the various parties and systems associated with lending transactions to exchange data quickly and efficiently. Professional services consists of pre-implementation and post-implementation support and services and are primarily billed on a time and materials basis. Professional services may also include dedicated teams provided as part of agreements with software and hosting solutions clients. Our Data and Analytics segment 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. Transaction Price Allocated to Future Performance Obligations Our disclosure of transaction price allocated to future performance obligations excludes the following: ● 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. As of June 30, 2023, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.5 billion and is expected to be recognized as follows: 14% by December 31, 2023 2025 2027 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity | |
Equity | (11) Omnibus Incentive Plan A summary of restricted shares granted in 2023 is as follows: Number of shares Grant date fair Vesting period Dates granted value per share (in years) Vesting criteria March 13, 2023 1,012,978 $ 55.71 3.0 Service June 30, 2023 28,881 $ 59.73 1.0 - 3.0 Service Activity related to restricted stock and RSUs in 2023 is as follows: Weighted average grant date Shares fair value Balance, December 31, 2022 1,310,518 $ 64.61 Granted 1,041,859 $ 55.82 Forfeited (46,341) $ 60.82 Vested (500,261) $ 66.89 Balance, June 30, 2023 1,805,775 $ 59.00 Equity-based compensation expense related to our restricted shares and RSUs was $4.6 million and $10.8 million for the three months ended June 30, 2023 and 2022, respectively, and $13.7 million and $19.3 million for the six months ended June 30, 2023 and 2022, respectively. These expenses are included in Operating expenses in the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). As of June 30, 2023, total unrecognized compensation cost was $96.9 million and is expected to be recognized over a weighted average period of approximately 2.1 years. On June 30, 2023, the Compensation Committee of our Board of Directors approved the waiver of the performance condition applicable to the performance-based restricted stock awards granted in 2021 and 2022, requiring the Company to achieve Adjusted EBITDA equal to or greater than its 2022 fiscal year Adjusted EBITDA for the measurement period beginning January 1, 2023 through December 31, 2023 (the “2023 Performance Condition”). In addition, for our named executive officers only, the Compensation Committee also approved an amendment extending the time-based vesting period for one year for the restricted stock awards in which the performance condition was waived so that the applicable portion of the awards will vest on March 10, 2025 rather than on March 10, 2024. The award modification resulted in a reversal of $1.5 million of equity-based compensation expense previously recorded during the three months ended March 31, 2023. Equity-based compensation expense related to the modified awards is recognized ratably over the service periods of the modified awards based on the fair value of the awards on June 30, 2023, the date of modification. Profits Interests Units As of June 30, 2023 and December 31, 2022, there were 6,085 and 6,169 OB PIUs outstanding, respectively. In accordance with terms of the third amended and restated limited liability company agreement of Optimal Blue Holdco, a change in control of Black Knight does not accelerate vesting of the OB PIUs, but triggers certain redemption rights and gives each holder of OB PIUs the right to elect that Optimal Blue Holdco redeem all of the holder’s vested and unvested profits interests for a redemption price determined based on an appraisal process. The units may be settled in cash or Black Knight common stock or a combination of both at our election and will be settled at the current fair value at the time we receive notice of the put election. As the OB PIUs provide for redemption features not solely within our control, we classify the redemption value outside of permanent equity in redeemable noncontrolling interests. The redemption value is equal to the difference in the per unit fair value of the underlying member units and the hurdle amount, based upon the proportionate required service period rendered to date. Equity-based compensation expense related to the OB PIUs was $2.0 million and $2.1 million for the three months ended June 30, 2023 and 2022, respectively, and $4.2 million and $4.3 million for the six months ended June 30, 2023 and 2022. As of June 30, 2023, the total unrecognized compensation cost related to non-vested OB PIUs was $3.3 million, which is expected to be recognized over a weighted average period of approximately 0.4 years. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Information | |
Segment Information | (12) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting Revenues Separate discrete financial information is available for these two segments, and the operating results of each segment are regularly evaluated by the CODM in order to assess performance and allocate resources. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. EBITDA is earnings before Interest expense, net, Other income (expense), net, Income tax expense and Depreciation and amortization. It also excludes Equity in (losses) earnings of unconsolidated affiliates. We do not allocate Interest expense, net, Other income (expense), net, Income tax expense, equity-based compensation and certain other items, such as purchase accounting adjustments and acquisition-related costs to the segments, since these items are not considered in evaluating the segments’ overall operating performance. Segment asset information is not included below because we do not use it to evaluate performance or allocate resources. Summarized financial information concerning our segments is shown in the tables below (in millions): Three months ended June 30, 2023 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 323.6 $ 44.6 $ — $ 368.2 Expenses: Operating expenses 155.5 33.9 25.0 (1) 214.4 Transition and integration costs — — 11.0 (2) 11.0 EBITDA 168.1 10.7 (36.0) 142.8 Depreciation and amortization 34.0 3.9 44.2 (3) 82.1 Operating income (loss) 134.1 6.8 (80.2) 60.7 Interest expense, net (33.5) Other income, net 50.0 Earnings before income taxes and equity in losses of unconsolidated affiliates 77.2 Income tax expense 21.2 Earnings before equity in losses of unconsolidated affiliates 56.0 Equity in losses of unconsolidated affiliates, net of tax (0.7) Net earnings $ 55.3 Three months ended June 30, 2022 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 339.4 $ 55.1 $ — $ 394.5 Expenses: Operating expenses 148.7 37.4 30.7 (1) 216.8 Transition and integration costs — — 8.2 (2) 8.2 EBITDA 190.7 17.7 (38.9) 169.5 Depreciation and amortization 35.9 4.0 52.6 (3) 92.5 Operating income (loss) 154.8 13.7 (91.5) 77.0 Interest expense, net (22.6) Other expense, net (2.4) Earnings before income taxes and equity in losses of unconsolidated affiliates 52.0 Income tax expense 11.6 Earnings before equity in losses of unconsolidated affiliates 40.4 Equity in losses of unconsolidated affiliates, net of tax (0.1) Net earnings $ 40.3 Six months ended June 30, 2023 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 660.3 $ 90.1 $ — $ 750.4 Expenses: Operating expenses 305.5 67.2 54.8 (1) 427.5 Transition and integration costs — — 16.5 (2) 16.5 EBITDA 354.8 22.9 (71.3) 306.4 Depreciation and amortization 68.1 7.9 88.7 (3) 164.7 Operating income (loss) 286.7 15.0 (160.0) 141.7 Interest expense, net (63.6) Other income, net 188.0 Earnings before income taxes and equity in losses of unconsolidated affiliates 266.1 Income tax expense 67.1 Earnings before equity in losses of unconsolidated affiliates 199.0 Equity in losses of unconsolidated affiliates, net of tax (1.9) Net earnings $ 197.1 Six months ended June 30, 2022 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 670.1 $ 111.6 $ — $ 781.7 Expenses: Operating expenses 291.2 74.9 58.6 (1) 424.7 Transition and integration costs — — 15.8 (2) 15.8 EBITDA 378.9 36.7 (74.4) 341.2 Depreciation and amortization 71.0 7.8 105.2 (3) 184.0 Operating income (loss) 307.9 28.9 (179.6) 157.2 Interest expense, net (43.7) Other expense, net (3.6) Earnings before income taxes and equity in earnings of unconsolidated affiliates 109.9 Income tax expense 10.5 Earnings before equity in earnings of unconsolidated affiliates 99.4 Equity in earnings of unconsolidated affiliates, net of tax 303.0 Net earnings 402.4 Net losses attributable to redeemable noncontrolling interests 2.5 Net earnings attributable to Black Knight $ 404.9 (1) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $6.7 million and $13.0 million for the three months ended June 30, 2023 and 2022, respectively and $18.3 million and $24.2 million for the six months ended June 30, 2023 and 2022, respectively. (2) Transition and integration costs primarily consists of costs related to the ICE Transaction and costs associated with acquisitions. (3) 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. |
Basis of Presentation and Ove_2
Basis of Presentation and Overview (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation and Overview. | |
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" 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 | 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 | 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 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 | Redeemable Noncontrolling Interests Prior to February 15, 2022, we owned 60% of Optimal Blue Holdco, LLC (“Optimal Blue Holdco”). Redeemable noncontrolling interests primarily represented the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). As these redeemable noncontrolling interests provided for redemption features not solely within our control, they were presented outside of shareholders' equity. 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 36.4 million shares of Dun & Bradstreet Holdings, Inc. (“DNB”) common stock valued at $722.5 million and $433.5 million in cash. The cash portion of the consideration is included as a financing cash outflow on the Condensed Consolidated Statements of Cash Flows (Unaudited) and was funded with borrowings under our revolving credit facility. The aggregate consideration of $1.156 billion and number of shares of DNB common stock paid to Cannae and THL was based on the 20-day volume-weighted average trading price of DNB for the period ended on February 14, 2022. Since As of June 30, 2023 and December 31, 2022, redeemable noncontrolling interests were $43.4 million and $47.6 million, respectively, related to the Optimal Blue Holdco profits interests units (“OB PIUs”). Refer to Note 11 – Equity |
Reporting Segments | Reporting Segments We conduct our operations through two reporting segments: (1) Software Solutions and (2) Data and Analytics. Refer to Note 12 — Segment Information |
Merger Agreement | 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. On March 7, 2023, we entered into Amendment No. 1 to the Original Merger Agreement (the “Amendment” and the Original Merger Agreement, as amended by the Amendment, the “Merger Agreement”), which provides for, among other things, a reduction in the merger consideration, valuing Black Knight at $75.00 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68.00 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day volume weighted average price as of March 3, 2023 of $102.62 (the “ICE Transaction”). As under the Original Merger Agreement, Black Knight shareholders can elect to receive either cash or stock, subject to proration, with the value of the cash election and the stock election equalized based on an average of ICE’s 10-day volume weighted average prices for the period ended three trading days prior to closing. The ICE Transaction is expected to close in the third or fourth quarter of 2023, subject to regulatory clearance and the satisfaction of customary closing conditions. The ICE Transaction has been approved by the Boards of Directors of Black Knight and ICE and the shareholders of Black Knight. 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 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 and seeking to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits. Refer to Note 9 – Commitments and Contingencies Divestiture Agreements In connection with entering into the Amendment, on March 7, 2023, we entered into an Equity Purchase Agreement (the “Empower Divestiture Agreement”) with Constellation Web Solutions Inc., a subsidiary of Constellation Software Inc. (“Constellation”) and (solely for the purposes set forth in the Empower Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Empower ® SM On July 14, 2023, we entered into an Equity Purchase Agreement (the “OB Divestiture Agreement”) with Project Badger Holdco Inc., a Delaware corporation and subsidiary of Constellation, and (solely for the purposes set forth in the OB Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Optimal Blue business (the “OB Divestiture Transaction”). Each of the Empower Divestiture Agreement and the OB Divestiture Agreement was entered into specifically to address certain alleged antitrust concerns raised by the FTC in connection with the ICE Transaction and each is subject to customary closing conditions, including but not limited to the prior completion of the ICE Transaction. |
Title Point 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 $225 million in cash, subject to a customary working capital adjustment. In connection with the contribution of Property Insight, LLC, which included TitlePoint, by affiliates of FNF to an affiliate of Black Knight in 2014, FNF had the right to repurchase TitlePoint in the event of a change in control of Black Knight. In connection with the proposed ICE Transaction, FNF notified us of its desire to repurchase TitlePoint. The TitlePoint transaction closed on January 1, 2023 and we recognized a gain before tax of $145.4 million in Other income (expense), net in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). |
Condensed Consolidated Financ_2
Condensed Consolidated Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Condensed Consolidated Financial Statement Details | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents are unrestricted and consist of the following (in millions): June 30, 2023 December 31, 2022 Cash $ 15.4 $ 4.3 Cash equivalents 0.5 7.9 Cash and cash equivalents $ 15.9 $ 12.2 |
Schedule of Trade Receivables, Net | A summary of Trade receivables, net of allowance for credit losses consist of the following (in millions): June 30, 2023 December 31, 2022 Trade receivables — billed $ 159.8 $ 150.4 Trade receivables — unbilled 52.3 48.0 Trade receivables 212.1 198.4 Allowance for credit losses (6.7) (4.9) Trade receivables, net $ 205.4 $ 193.5 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in millions): June 30, 2023 December 31, 2022 Prepaid expenses $ 86.5 $ 83.0 Contract assets, net 33.6 24.8 Income tax receivables 14.9 12.5 Other current assets 12.7 11.8 Prepaid expenses and other current assets $ 147.7 $ 132.1 |
Other Non-Current Assets | Other non-current assets consist of the following (in millions): June 30, 2023 December 31, 2022 Contract assets, net $ 138.9 $ 107.9 Property records database 60.5 60.5 Right-of-use assets 21.3 24.8 Deferred compensation plan related assets 26.6 23.4 Contract credits 23.5 23.2 Prepaid expenses 3.2 4.4 Other 1.5 2.0 Other non-current assets $ 275.5 $ 246.2 |
Trade Accounts Payable and Other Accrued Liabilities | Trade accounts payable and other accrued liabilities consist of the following (in millions): June 30, 2023 December 31, 2022 Trade accounts payable $ 8.9 $ 11.0 Lease liabilities, current 8.3 8.7 Other taxes payable and accrued 6.8 6.1 Accrued interest 15.7 12.6 Accrued client liabilities 2.6 2.6 Other 26.6 25.5 Trade accounts payable and accrued liabilities $ 68.9 $ 66.5 |
Schedule of Depreciation and Amortization | Depreciation and amortization consist of the following (in millions): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Other intangible assets $ 30.5 $ 36.8 $ 61.3 $ 73.6 Software 31.9 35.6 63.7 71.1 Property and equipment 8.5 9.7 18.0 19.6 Deferred contract costs 11.2 10.4 21.7 19.7 Total $ 82.1 $ 92.5 $ 164.7 $ 184.0 |
Schedule of other non-current liabilities | Other non-current liabilities consist of the following (in millions): June 30, 2023 December 31, 2022 Lease liabilities, non-current $ 13.2 $ 17.4 Deferred compensation plan 23.1 21.4 Other 10.1 9.1 Other non-current liabilities $ 46.4 $ 47.9 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments | |
Equity in earnings of unconsolidated affiliates | Prior to accounting for our DNB investment at fair value as of June 30, 2023, Equity in (losses) earnings of unconsolidated affiliates, net of tax consists of the following (in millions): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Equity in losses of unconsolidated affiliates, net of tax $ (0.7) $ (0.1) $ (1.9) $ (2.4) Gain related to DNB investment, net of tax — — — 305.4 Equity in (losses) earnings of unconsolidated affiliates, net of tax $ (0.7) $ (0.1) $ (1.9) $ 303.0 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share | |
Schedule of Basic and Diluted Earnings Per Share | Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Basic: Net earnings attributable to Black Knight $ 55.3 $ 40.3 $ 197.1 $ 404.9 Shares used for basic net earnings per share: Weighted average shares of common stock outstanding 155.0 154.5 154.8 154.4 Basic net earnings per share $ 0.36 $ 0.26 $ 1.27 $ 2.62 Diluted: Net earnings attributable to Black Knight $ 55.3 $ 40.3 $ 197.1 $ 404.9 Shares used for diluted net earnings per share: Weighted average shares of common stock outstanding 155.0 154.5 154.8 154.4 Dilutive effect of unvested restricted shares of common stock and OB PIUs 0.9 1.1 0.9 1.1 Weighted average shares of common stock, diluted 155.9 155.6 155.7 155.5 Diluted net earnings per share $ 0.35 $ 0.26 $ 1.27 $ 2.60 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Schedule of related party items | The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Balance Sheets (Unaudited) (in millions): December 31, 2022 Receivables from related parties $ 0.1 Prepaid expenses and other current assets 2.3 Deferred revenues (current) 6.2 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 June 30, Six months ended June 30, 2023 2022 2023 2022 Revenues $ 1.8 $ 3.0 $ 3.5 $ 4.0 Operating expenses 1.2 1.2 2.4 2.3 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt | |
Schedule of Long-term Debt | Long-term debt consists of the following (in millions): June 30, 2023 December 31, 2022 Term A Loan $ 1,106.8 $ 1,121.2 Revolving Credit Facility 352.0 545.0 Senior Notes 1,000.0 1,000.0 Other 0.8 5.0 Total long-term debt principal 2,459.6 2,671.2 Less: current portion of long-term debt (43.8) (33.6) Long-term debt before debt issuance costs and discount 2,415.8 2,637.6 Less: debt issuance costs and discount (13.9) (15.9) Long-term debt, net of current portion $ 2,401.9 $ 2,621.7 |
Schedule of Maturities of Long-term Debt | As of June 30, 2023, principal maturities are as follows (in millions): 2023 $ 15.1 2024 57.5 2025 57.5 2026 1,329.5 2027 — Thereafter 1,000.0 Total $ 2,459.6 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | We have entered into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2023, we had no outstanding interest rate swap agreements (collectively, the "Swap Agreements"). During the six months ended June 30, 2023, the following interest rate swap agreements expired (in millions): Effective dates Notional amount Fixed rate January 31, 2019 through January 31, 2023 $ 300.0 2.65 % April 30, 2018 through April 30, 2023 $ 250.0 2.61 % The estimated fair values of our Swap Agreements were as follows (in millions): June 30, 2023 December 31, 2022 Other current assets $ — $ 2.2 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (losses) earnings ("OCE") on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions): Three months ended June 30, 2023 2022 Amount of gain reclassified Amount of loss reclassified Amount of gain from Accumulated OCE Amount of gain from Accumulated OCE recognized in OCE into Net earnings recognized in OCE into Net earnings Swap agreements $ — $ (0.3) $ 2.3 $ 2.0 Six months ended June 30, 2023 2022 Amount of gain reclassified Amount of loss reclassified Amount of loss from Accumulated OCE Amount of gain from Accumulated OCE recognized in OCE into Net earnings recognized in OCE into Net earnings Swap agreements $ (0.1) $ (1.5) $ 6.6 $ 5.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions): June 30, 2023 December 31, 2022 Carrying Fair value Carrying Fair value amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (Note 2) $ 15.9 $ 15.9 $ — $ — $ 12.2 $ 12.2 $ — $ — Interest rate swaps (Note 6) — — — — 2.2 — 2.2 — Investment in DNB (Note 3) 213.7 213.7 — — — — — — Liabilities: Contingent consideration 0.3 — — 0.3 0.7 — — 0.7 Redeemable noncontrolling interests 43.4 — — 43.4 47.6 — — 47.6 |
Change in Fair Value of Contingent Consideration | The following table presents a summary of the change in fair value of our Level 3 fair value measurements (in millions): Beginning balance, December 31, 2022 $ 48.3 Contingent consideration adjustments related to prior year acquisition (0.4) Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco (4.2) Ending balance, June 30, 2023 $ 43.7 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenues. | |
Disaggregation of Revenue | The following tables summarize revenues from contracts with clients (in millions): Three months ended June 30, 2023 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 203.3 $ 86.3 $ 289.6 $ 8.8 $ 298.4 Professional services 18.2 11.3 29.5 0.8 30.3 Data solutions — 1.6 1.6 34.4 36.0 Other — 2.9 2.9 0.6 3.5 Revenues $ 221.5 $ 102.1 $ 323.6 $ 44.6 $ 368.2 Three months ended June 30, 2022 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 203.3 $ 100.4 $ 303.7 $ 9.7 $ 313.4 Professional services 18.4 13.2 31.6 2.1 33.7 Data solutions — 1.5 1.5 42.6 44.1 Other — 2.6 2.6 0.7 3.3 Revenues $ 221.7 $ 117.7 $ 339.4 $ 55.1 $ 394.5 Six months ended June 30, 2023 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 408.4 $ 188.2 $ 596.6 $ 18.4 $ 615.0 Professional services 34.2 21.4 55.6 1.6 57.2 Data solutions — 3.1 3.1 67.3 70.4 Other — 5.0 5.0 2.8 7.8 Revenues $ 442.6 $ 217.7 $ 660.3 $ 90.1 $ 750.4 Six months ended June 30, 2022 Servicing Origination Software Data and Software Software (1) Solutions Analytics Total Software solutions $ 407.3 $ 192.9 $ 600.2 $ 19.2 $ 619.4 Professional services 37.0 25.5 62.5 2.1 64.6 Data solutions — 2.0 2.0 89.0 91.0 Other — 5.4 5.4 1.3 6.7 Revenues $ 444.3 $ 225.8 $ 670.1 $ 111.6 $ 781.7 (1) Software solutions revenues for Origination Software include license revenues of $0.9 million and $9.2 million for the three months ended June 30, 2023 and 2022, respectively, and $21.0 million and $11.3 million for the six months ended June 30, 2023 and 2022, respectively. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity | |
Schedule of Restricted Stock Activity | A summary of restricted shares granted in 2023 is as follows: Number of shares Grant date fair Vesting period Dates granted value per share (in years) Vesting criteria March 13, 2023 1,012,978 $ 55.71 3.0 Service June 30, 2023 28,881 $ 59.73 1.0 - 3.0 Service Activity related to restricted stock and RSUs in 2023 is as follows: Weighted average grant date Shares fair value Balance, December 31, 2022 1,310,518 $ 64.61 Granted 1,041,859 $ 55.82 Forfeited (46,341) $ 60.82 Vested (500,261) $ 66.89 Balance, June 30, 2023 1,805,775 $ 59.00 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Information | |
Schedule of Summarized Segment Financial Information | Three months ended June 30, 2023 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 323.6 $ 44.6 $ — $ 368.2 Expenses: Operating expenses 155.5 33.9 25.0 (1) 214.4 Transition and integration costs — — 11.0 (2) 11.0 EBITDA 168.1 10.7 (36.0) 142.8 Depreciation and amortization 34.0 3.9 44.2 (3) 82.1 Operating income (loss) 134.1 6.8 (80.2) 60.7 Interest expense, net (33.5) Other income, net 50.0 Earnings before income taxes and equity in losses of unconsolidated affiliates 77.2 Income tax expense 21.2 Earnings before equity in losses of unconsolidated affiliates 56.0 Equity in losses of unconsolidated affiliates, net of tax (0.7) Net earnings $ 55.3 Three months ended June 30, 2022 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 339.4 $ 55.1 $ — $ 394.5 Expenses: Operating expenses 148.7 37.4 30.7 (1) 216.8 Transition and integration costs — — 8.2 (2) 8.2 EBITDA 190.7 17.7 (38.9) 169.5 Depreciation and amortization 35.9 4.0 52.6 (3) 92.5 Operating income (loss) 154.8 13.7 (91.5) 77.0 Interest expense, net (22.6) Other expense, net (2.4) Earnings before income taxes and equity in losses of unconsolidated affiliates 52.0 Income tax expense 11.6 Earnings before equity in losses of unconsolidated affiliates 40.4 Equity in losses of unconsolidated affiliates, net of tax (0.1) Net earnings $ 40.3 Six months ended June 30, 2023 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 660.3 $ 90.1 $ — $ 750.4 Expenses: Operating expenses 305.5 67.2 54.8 (1) 427.5 Transition and integration costs — — 16.5 (2) 16.5 EBITDA 354.8 22.9 (71.3) 306.4 Depreciation and amortization 68.1 7.9 88.7 (3) 164.7 Operating income (loss) 286.7 15.0 (160.0) 141.7 Interest expense, net (63.6) Other income, net 188.0 Earnings before income taxes and equity in losses of unconsolidated affiliates 266.1 Income tax expense 67.1 Earnings before equity in losses of unconsolidated affiliates 199.0 Equity in losses of unconsolidated affiliates, net of tax (1.9) Net earnings $ 197.1 Six months ended June 30, 2022 Software Data and Corporate and Solutions Analytics Other Total Revenues $ 670.1 $ 111.6 $ — $ 781.7 Expenses: Operating expenses 291.2 74.9 58.6 (1) 424.7 Transition and integration costs — — 15.8 (2) 15.8 EBITDA 378.9 36.7 (74.4) 341.2 Depreciation and amortization 71.0 7.8 105.2 (3) 184.0 Operating income (loss) 307.9 28.9 (179.6) 157.2 Interest expense, net (43.7) Other expense, net (3.6) Earnings before income taxes and equity in earnings of unconsolidated affiliates 109.9 Income tax expense 10.5 Earnings before equity in earnings of unconsolidated affiliates 99.4 Equity in earnings of unconsolidated affiliates, net of tax 303.0 Net earnings 402.4 Net losses attributable to redeemable noncontrolling interests 2.5 Net earnings attributable to Black Knight $ 404.9 (1) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $6.7 million and $13.0 million for the three months ended June 30, 2023 and 2022, respectively and $18.3 million and $24.2 million for the six months ended June 30, 2023 and 2022, respectively. (2) Transition and integration costs primarily consists of costs related to the ICE Transaction and costs associated with acquisitions. (3) Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP. |
Basis of Presentation and Ove_3
Basis of Presentation and Overview - Redeemable Noncontrolling Interests (Details) - USD ($) shares in Millions, $ in Millions | Feb. 15, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 14, 2022 |
Noncontrolling Interest [Line Items] | ||||
Equity Method Investments, Fair Value Disclosure | $ 213.7 | |||
Optimal Blue Holdco, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 60% | |||
Equity Method Investments, Number of Shares Sold | 36.4 | |||
Equity Method Investments, Fair Value Disclosure | $ 722.5 | |||
Optimal Blue Holdco, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Equity Method Investments, Number of Shares Sold | 36.4 | |||
Equity Method Investments, Fair Value Disclosure | $ 43.4 | $ 47.6 | $ 722.5 | |
Total purchase price consideration | $ 1,156 | |||
Cash paid | $ 433.5 | |||
Equity interest owned (as a percent) | 100% | |||
Cannae Holdings, LLC and Thomas H. Lee Partners, LP | Optimal Blue Holdco, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling ownership interest in consolidated subsidiary (as a percent) | 40% |
Basis of Presentation and Ove_4
Basis of Presentation and Overview (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Basis of Presentation and Overview | |
Number of segments | 2 |
Basis of Presentation and Ove_5
Basis of Presentation and Overview - Merger Agreement (Details) $ / shares in Units, $ in Billions | Mar. 07, 2023 USD ($) $ / shares | May 07, 2023 item | Mar. 03, 2023 item $ / shares |
Black Knight Inc [Member] | Amended Original Merger Agreement | |||
Business Acquisition [Line Items] | |||
Total purchase price consideration | $ | $ 11.7 | ||
Share price (in USD per share) | $ 75 | ||
Per Share Consideration In Cash | $ 68 | ||
Exchange Ratio | 0.0682% | ||
Intercontinental Exchange Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of day volume weighted average price | item | 10 | 10 | |
Number of trading days prior to closing | item | 3 | ||
Intercontinental Exchange Inc [Member] | Black Knight Inc [Member] | |||
Business Acquisition [Line Items] | |||
10-day volume weighted average share price | $ 102.62 |
Basis of Presentation and Ove_6
Basis of Presentation and Overview - TitlePoint Transaction (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jan. 01, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 18, 2022 | |
Held for sale, not discontinued operations | ||||
Disposal group including discontinued operation other income | $ 145.4 | $ 0 | ||
Title Point Line of Business | Held for sale, not discontinued operations | ||||
Held for sale, not discontinued operations | ||||
Definitive agreement to sell of business | $ 225 | |||
Disposal group including discontinued operation other income | $ 145.4 |
Condensed Consolidated Financ_3
Condensed Consolidated Financial Statement Details - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Financial Statement Details | ||
Cash | $ 15.4 | $ 4.3 |
Cash equivalents | 0.5 | 7.9 |
Cash and cash equivalents | $ 15.9 | $ 12.2 |
Condensed Consolidated Financ_4
Condensed Consolidated Financial Statement Details - Trade Receivables, Net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Financial Statement Details | ||
Trade receivables | $ 212.1 | $ 198.4 |
Allowance for credit losses | (6.7) | (4.9) |
Trade receivables, net | 205.4 | 193.5 |
Trade receivables - billed | ||
Condensed Consolidated Financial Statement Details | ||
Trade receivables | 159.8 | 150.4 |
Trade receivables - unbilled | ||
Condensed Consolidated Financial Statement Details | ||
Trade receivables | $ 52.3 | $ 48 |
Condensed Consolidated Financ_5
Condensed Consolidated Financial Statement Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Financial Statement Details | ||
Prepaid expenses | $ 86.5 | $ 83 |
Contract assets, net | 33.6 | 24.8 |
Income tax receivables | 14.9 | 12.5 |
Other current assets | 12.7 | 11.8 |
Prepaid expenses and other current assets | $ 147.7 | $ 132.1 |
Condensed Consolidated Financ_6
Condensed Consolidated Financial Statement Details - Other Non-Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Financial Statement Details | ||
Contract assets, net | $ 138.9 | $ 107.9 |
Property records database | 60.5 | 60.5 |
Right-of-use assets | 21.3 | 24.8 |
Deferred compensation plan related assets | 26.6 | 23.4 |
Contract credits | 23.5 | 23.2 |
Prepaid expenses | 3.2 | 4.4 |
Other | 1.5 | 2 |
Other non-current assets | $ 275.5 | $ 246.2 |
Condensed Consolidated Financ_7
Condensed Consolidated Financial Statement Details - Trade Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Financial Statement Details | ||
Trade accounts payable | $ 8.9 | $ 11 |
Lease liabilities, current | 8.3 | 8.7 |
Other taxes payable and accrued | 6.8 | 6.1 |
Accrued interest | 15.7 | 12.6 |
Accrued client liabilities | 2.6 | 2.6 |
Other | 26.6 | 25.5 |
Trade accounts payable and accrued liabilities | $ 68.9 | $ 66.5 |
Condensed Consolidated Financ_8
Condensed Consolidated Financial Statement Details - Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Consolidated Financial Statement Details | ||||
Deferred revenue, amount recognized | $ 17.4 | $ 20.6 | $ 39.4 | $ 41.5 |
Condensed Consolidated Financ_9
Condensed Consolidated Financial Statement Details - Depreciation and Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Deferred contract costs | $ 11.2 | $ 10.4 | $ 21.7 | $ 19.7 |
Depreciation and amortization | 82.1 | 92.5 | 164.7 | 184 |
Other Intangible Assets | ||||
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Depreciation and amortization | 30.5 | 36.8 | 61.3 | 73.6 |
Software | ||||
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Depreciation and amortization | 31.9 | 35.6 | 63.7 | 71.1 |
Property and equipment | ||||
Schedule of Depreciation and Amortization Expense [Line Items] | ||||
Depreciation and amortization | $ 8.5 | $ 9.7 | $ 18 | $ 19.6 |
Condensed Consolidated Finan_10
Condensed Consolidated Financial Statement Details - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jan. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Increase (decrease) in earnings, net | $ 3,700,000 | $ 7,400,000 | |
Increase (decrease) in earnings per share basic | 0.02 | 0.05 | |
Increase (decrease) in earnings per share diluted | 0.03 | 0.06 | |
Change in Accounting Method Accounted for as Change in Estimate [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 4,900,000 | 9,900,000 | |
Increase (decrease) in operating income (loss) | $ 4,900,000 | $ 9,900,000 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 7 years |
Condensed Consolidated Finan_11
Condensed Consolidated Financial Statement Details - Other Non-Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Financial Statement Details | ||
Lease liabilities, non-current | $ 13.2 | $ 17.4 |
Deferred compensation plan | 23.1 | 21.4 |
Other | 10.1 | 9.1 |
Other non-current liabilities | $ 46.4 | $ 47.9 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Apr. 26, 2023 | Feb. 15, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 14, 2022 | |
Investments in Unconsolidated Affiliates | |||||||
Unrealized gain | $ 55.8 | $ 0 | |||||
Fair value of investment | $ 213.7 | $ 213.7 | |||||
Effective tax rate | 27.50% | 22.30% | 25.20% | 9.60% | |||
Cash dividend | $ 0.05 | ||||||
Optimal Blue Holdco, LLC | |||||||
Investments in Unconsolidated Affiliates | |||||||
Equity Method Investments, Number of Shares Sold | 36.4 | ||||||
Fair value of investment | $ 722.5 | ||||||
D&B Investment | |||||||
Investments in Unconsolidated Affiliates | |||||||
Equity Method Investment, Realized Gain (Loss) on Disposal, Tax | $ 102.6 | ||||||
Shares owned | 18.5 | 18.5 | |||||
D&B Investment | |||||||
Investments in Unconsolidated Affiliates | |||||||
Estimated after-tax value of investment | $ 201.5 | $ 201.5 | |||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 305.4 | $ 305.4 | |||||
Ownership interest (percent) | 4% | 4% | |||||
Amount of cash dividend | $ 0.9 | $ 1.8 | |||||
Share price (in USD per share) | $ 11.57 | $ 11.57 | |||||
Fair value of investment | $ 213.7 | $ 213.7 | |||||
Effective tax rate | 25.50% | ||||||
D&B Investment | Other income (expense), net | |||||||
Investments in Unconsolidated Affiliates | |||||||
Unrealized gain | $ 55.8 |
Investments - Earnings of Uncon
Investments - Earnings of Unconsolidated Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Feb. 15, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments in Unconsolidated Affiliates | |||||
Equity in (losses) earnings of unconsolidated affiliates, net of tax | $ (0.7) | $ (0.1) | $ (1.9) | $ 303 | |
D&B Investment | |||||
Investments in Unconsolidated Affiliates | |||||
Equity in losses of unconsolidated affiliates, net of tax | (0.7) | (0.1) | (1.9) | (2.4) | |
Gain related to DNB investment, net of tax | $ 305.4 | 305.4 | |||
Equity in (losses) earnings of unconsolidated affiliates, net of tax | $ (0.7) | $ (0.1) | $ (1.9) | $ 303 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Basic: | ||||
Net Income (Loss) | $ 55.3 | $ 40.3 | $ 197.1 | $ 404.9 |
Shares used for basic net earnings per share: | ||||
Weighted average shares of common stock outstanding | 155 | 154.5 | 154.8 | 154.4 |
Basic net earnings per share (in dollars per share) | $ 0.36 | $ 0.26 | $ 1.27 | $ 2.62 |
Diluted: | ||||
Net Income (Loss) | $ 55.3 | $ 40.3 | $ 197.1 | $ 404.9 |
Shares used for diluted net earnings per share: | ||||
Weighted average shares of common stock outstanding | 155 | 154.5 | 154.8 | 154.4 |
Dilutive effect of unvested restricted shares of common stock and OB PIUs | 0.9 | 1.1 | 0.9 | 1.1 |
Weighted average shares of common stock, diluted | 155.9 | 155.6 | 155.7 | 155.5 |
Diluted net earnings per share (in dollars per share) | $ 0.35 | $ 0.26 | $ 1.27 | $ 2.60 |
Related Party Transactions - DN
Related Party Transactions - DNB (Details) - DNB - Related Party - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | |
Related Party Transactions | |||
Agreement term | 5 years | ||
Fee as a percentage of qualified revenue | 10% | ||
Amount of cash dividend | $ 0.9 | $ 1.8 | |
Products And Data [Member] | |||
Related Party Transactions | |||
Amount of agreement | $ 34 | ||
Access to Certain Data Assets [Member] | |||
Related Party Transactions | |||
Amount of agreement | $ 24 |
Related Party Transactions - Su
Related Party Transactions - Summary of Balances Related to Agreements (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party Transactions | ||
Prepaid expenses and other current assets | $ 147.7 | $ 132.1 |
Deferred revenues (current) | 50.3 | 59.9 |
Deferred revenues (non-current) | $ 31.1 | 42.4 |
DNB | Related Party | ||
Related Party Transactions | ||
Receivables from related parties | 0.1 | |
Prepaid expenses and other current assets | 2.3 | |
Deferred revenues (current) | $ 6.2 |
Related Party Transactions - _2
Related Party Transactions - Summary of Revenues and Expenses Related to Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transactions | ||||
Revenues | $ 368.2 | $ 394.5 | $ 750.4 | $ 781.7 |
Operating expenses | 307.5 | 317.5 | 608.7 | 624.5 |
DNB | Related Party | ||||
Related Party Transactions | ||||
Revenues | 1.8 | 3 | 3.5 | 4 |
Operating expenses | $ 1.2 | $ 1.2 | $ 2.4 | $ 2.3 |
Long-Term Debt - Long-term Debt
Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Long-Term Debt | ||
Total long-term debt principal | $ 2,459.6 | $ 2,671.2 |
Less: current portion of long-term debt | (43.8) | (33.6) |
Long-term debt before debt issuance costs and discount | 2,415.8 | 2,637.6 |
Less: debt issuance costs and discount | (13.9) | (15.9) |
Long-term debt, net of current portion | 2,401.9 | 2,621.7 |
Other Debt | ||
Long-Term Debt | ||
Total long-term debt principal | 0.8 | 5 |
Term Loan | Term A Loan | ||
Long-Term Debt | ||
Total long-term debt principal | 1,106.8 | 1,121.2 |
Line of Credit | Revolving Credit Facility | ||
Long-Term Debt | ||
Total long-term debt principal | 352 | 545 |
Senior Notes | ||
Long-Term Debt | ||
Total long-term debt principal | $ 1,000 | $ 1,000 |
Long-Term Debt - Principal Matu
Long-Term Debt - Principal Maturities of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Long-Term Debt | ||
2023 | $ 15.1 | |
2024 | 57.5 | |
2025 | 57.5 | |
2026 | 1,329.5 | |
Thereafter | 1,000 | |
Total | $ 2,459.6 | $ 2,671.2 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | |
Revolving Credit Facility | |||
Long-Term Debt | |||
Amount unused on the revolving credit facility | $ 648 | ||
Amended and Restated Credit Agreement | Term A Loan | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 1,150 | ||
Amended and Restated Credit Agreement | Revolving Credit Facility | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 1,000 | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | |||
Long-Term Debt | |||
Unused capacity, commitment fee (as a percent) | 0.20% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Eurodollar | |||
Long-Term Debt | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | SOFR | |||
Long-Term Debt | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Term loans, interest rate at period end (as a percent) | 6.80% | ||
Spread adjustment (as a percent) | 0.11448% | ||
Term Loan | Amended and Restated Credit Agreement | |||
Long-Term Debt | |||
Term loans, interest rate at period end (as a percent) | 6.70% |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - Senior Notes - USD ($) $ in Millions | Jun. 30, 2023 | Aug. 26, 2020 |
Long-Term Debt | ||
Principal amount of debt | $ 1,000 | |
Stated interest rate | 3.625% | |
Long-term debt, fair value | $ 898.8 | |
Long-term debt | $ 991.9 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Long-Term Debt | |||||
Derivative, Gain (Loss) on Derivative, Net | $ (0.3) | $ 4.3 | $ (1.6) | $ 11.8 | |
Unrealized holding losses, net of tax(1) | $ 2.3 | (0.1) | $ 6.6 | ||
Interest Rate Swap | |||||
Long-Term Debt | |||||
Derivative, Gain (Loss) on Derivative, Net | $ 2.2 | ||||
Unrealized holding losses, net of tax(1) | $ 1.6 | ||||
Interest Rate Swap January 31, 2019 through January 31, 2023 [Member] | |||||
Long-Term Debt | |||||
Derivative, Notional Amount Per Derivative Instrument | $ 300 | $ 300 | |||
Derivative, Fixed Interest Rate | 2.65% | 2.65% | |||
Interest Rate Swap April 30, 2018 through April 30, 2023 [Member] | |||||
Long-Term Debt | |||||
Derivative, Notional Amount Per Derivative Instrument | $ 250 | $ 250 | |||
Derivative, Fixed Interest Rate | 2.61% | 2.61% |
Long-Term Debt - Swap Agreement
Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Long-Term Debt | |
Other current assets | $ 2.2 |
Interest Rate Swap | Designated as Hedging Instrument | |
Long-Term Debt | |
Other current assets | $ 2.2 |
Long-Term Debt - Effect of Deri
Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) - Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] - Interest Rate Swap - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Long-Term Debt | ||||
Amount of (loss) gain recognized in OCE | $ 2.3 | $ (0.1) | $ 6.6 | |
Amount of (gain) loss reclassified from Accumulated OCE into Net earnings | $ (0.3) | $ 2 | $ (1.5) | $ 5.2 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash and cash equivalents | $ 15.9 | $ 12.2 |
Interest rate swaps | 2.2 | |
Fair value of investment | 213.7 | |
Liabilities: | ||
Contingent consideration | 0.3 | 0.7 |
Redeemable noncontrolling interests | 43.4 | 47.6 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 15.9 | 12.2 |
Fair value of investment | 213.7 | |
Level 2 | ||
Assets: | ||
Interest rate swaps | 2.2 | |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 0.3 | 0.7 |
Redeemable noncontrolling interests | $ 43.4 | $ 47.6 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change In Fair Value Of Contingent Consideration (Details) - Level 3 $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Beginning balance, December 31, 2022 | $ 48.3 |
Ending balance, March 31, 2023 | 43.7 |
Compass Analytics | |
Business Acquisition [Line Items] | |
Business combination, contingent consideration arrangements, change in amount of contingent consideration, liability | (0.4) |
Optimal Blue Holdco, LLC | |
Business Acquisition [Line Items] | |
Business combination, contingent consideration arrangements, change in amount of contingent consideration, liability | $ (4.2) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Taxes | ||||
Effective tax rate | 27.50% | 22.30% | 25.20% | 9.60% |
Discrete income tax benefit | $ 14.1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - Software warranties $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Commitments and Contingencies | |
Product warranty expense | $ 0 |
Expected warranty expense in future | 0 |
Product warranty accrual | $ 0 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Revenues | $ 368.2 | $ 394.5 | $ 750.4 | $ 781.7 |
Software solutions | ||||
Revenues | ||||
Revenues | 298.4 | 313.4 | 615 | 619.4 |
Professional services | ||||
Revenues | ||||
Revenues | 30.3 | 33.7 | 57.2 | 64.6 |
Data solutions | ||||
Revenues | ||||
Revenues | 36 | 44.1 | 70.4 | 91 |
Other | ||||
Revenues | ||||
Revenues | 3.5 | 3.3 | 7.8 | 6.7 |
Operating Segments | Software Solutions | ||||
Revenues | ||||
Revenues | 323.6 | 339.4 | 660.3 | 670.1 |
Operating Segments | Software Solutions | Software solutions | ||||
Revenues | ||||
Revenues | 289.6 | 303.7 | 596.6 | 600.2 |
Operating Segments | Software Solutions | Professional services | ||||
Revenues | ||||
Revenues | 29.5 | 31.6 | 55.6 | 62.5 |
Operating Segments | Software Solutions | Data solutions | ||||
Revenues | ||||
Revenues | 1.6 | 1.5 | 3.1 | 2 |
Operating Segments | Software Solutions | Other | ||||
Revenues | ||||
Revenues | 2.9 | 2.6 | 5 | 5.4 |
Operating Segments | Data and Analytics | ||||
Revenues | ||||
Revenues | 44.6 | 55.1 | 90.1 | 111.6 |
Operating Segments | Data and Analytics | Software solutions | ||||
Revenues | ||||
Revenues | 8.8 | 9.7 | 18.4 | 19.2 |
Operating Segments | Data and Analytics | Professional services | ||||
Revenues | ||||
Revenues | 0.8 | 2.1 | 1.6 | 2.1 |
Operating Segments | Data and Analytics | Data solutions | ||||
Revenues | ||||
Revenues | 34.4 | 42.6 | 67.3 | 89 |
Operating Segments | Data and Analytics | Other | ||||
Revenues | ||||
Revenues | 0.6 | 0.7 | 2.8 | 1.3 |
Reportable Legal Entities | Servicing Software | ||||
Revenues | ||||
Revenues | 221.5 | 221.7 | 442.6 | 444.3 |
Reportable Legal Entities | Servicing Software | Software solutions | ||||
Revenues | ||||
Revenues | 203.3 | 203.3 | 408.4 | 407.3 |
Reportable Legal Entities | Servicing Software | Professional services | ||||
Revenues | ||||
Revenues | 18.2 | 18.4 | 34.2 | 37 |
Reportable Legal Entities | Origination Software | ||||
Revenues | ||||
Revenues | 102.1 | 117.7 | 217.7 | 225.8 |
Reportable Legal Entities | Origination Software | Software solutions | ||||
Revenues | ||||
Revenues | 86.3 | 100.4 | 188.2 | 192.9 |
Reportable Legal Entities | Origination Software | Professional services | ||||
Revenues | ||||
Revenues | 11.3 | 13.2 | 21.4 | 25.5 |
Reportable Legal Entities | Origination Software | Data solutions | ||||
Revenues | ||||
Revenues | 1.6 | 1.5 | 3.1 | 2 |
Reportable Legal Entities | Origination Software | Other | ||||
Revenues | ||||
Revenues | $ 2.9 | $ 2.6 | $ 5 | $ 5.4 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Remaining performance obligation | $ 2,500 | $ 2,500 | ||
Revenues | 368.2 | $ 394.5 | 750.4 | $ 781.7 |
Software solutions | ||||
Revenues | ||||
Revenues | 298.4 | 313.4 | 615 | 619.4 |
License | ||||
Revenues | ||||
Revenues | $ 0.9 | $ 9.2 | $ 21 | $ 11.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||||
Revenues | ||||
Remaining performance obligation, percent | 14% | 14% | ||
Remaining performance obligation, period | 6 months | 6 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||||
Revenues | ||||
Remaining performance obligation, percent | 58% | 58% | ||
Remaining performance obligation, period | 2 years | 2 years | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||||
Revenues | ||||
Remaining performance obligation, percent | 83% | 83% | ||
Remaining performance obligation, period | 2 years | 2 years |
Equity - Equity-Based Compensat
Equity - Equity-Based Compensation Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restricted Shares and Restricted Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 4.6 | $ 10.8 | $ 13.7 | $ 19.3 | |
Compensation cost not yet recognized | 96.9 | $ 96.9 | |||
Compensation cost not yet recognized, period for recognition | 2 years 1 month 6 days | ||||
Profit Interests Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | 2 | $ 2.1 | $ 4.2 | $ 4.3 | |
Compensation cost not yet recognized | $ 3.3 | $ 3.3 | |||
Compensation cost not yet recognized, period for recognition | 4 months 24 days | ||||
Performance-based restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 1 year | ||||
Reversal of equity-based compensation expense due to award modification | $ 1.5 |
Equity - Restricted Stock Grant
Equity - Restricted Stock Grant (Details) - Restricted Shares and Restricted Share Units - $ / shares | 6 Months Ended | ||
Jun. 30, 2023 | Mar. 13, 2023 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted | 1,041,859 | ||
Grant date fair value per share | $ 55.82 | ||
Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted | 1,012,978 | ||
Grant date fair value per share | $ 55.71 | ||
Vesting period (in years) | 3 years | ||
Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted | 28,881 | ||
Grant date fair value per share | $ 59.73 | ||
Minimum | Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 1 year | ||
Maximum | Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years |
Equity - Restricted Stock and P
Equity - Restricted Stock and Profit Interest Units (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Restricted Shares and Restricted Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding shares, Balance Beginning (in shares) | 1,310,518 |
Granted (in shares) | 1,041,859 |
Forfeited (in shares) | (46,341) |
Vested (in shares) | (500,261) |
Outstanding shares, Balance Ending (in shares) | 1,805,775 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ / shares | $ 64.61 |
Grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | 55.82 |
Forfeitures, weighted average grant date fair value (in dollars per share) | $ / shares | 60.82 |
Vested in period, weighted average grant date fair value (in dollars per share) | $ / shares | 66.89 |
Ending balance (in dollars per share) | $ / shares | $ 59 |
Profit Interests Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding shares, Balance Beginning (in shares) | 6,169 |
Outstanding shares, Balance Ending (in shares) | 6,085 |
Segment Information - Additiona
Segment Information - Additional Disclosures (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Information | |
Number of segments | 2 |
Segment Information - Summarize
Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Information | ||||
Revenues | $ 368.2 | $ 394.5 | $ 750.4 | $ 781.7 |
Operating expenses | 214.4 | 216.8 | 427.5 | 424.7 |
Transition and integration costs | 11 | 8.2 | 16.5 | 15.8 |
EBITDA | 142.8 | 169.5 | 306.4 | 341.2 |
Depreciation and amortization | 82.1 | 92.5 | 164.7 | 184 |
Operating income (loss) | 60.7 | 77 | 141.7 | 157.2 |
Interest expense, net | (33.5) | (22.6) | (63.6) | (43.7) |
Other (expense) income, net | 50 | (2.4) | 188 | (3.6) |
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | 77.2 | 52 | 266.1 | 109.9 |
Income tax expense | 21.2 | 11.6 | 67.1 | 10.5 |
Earnings before equity in (losses) earnings of unconsolidated affiliates | 56 | 40.4 | 199 | 99.4 |
Equity in (losses) earnings of unconsolidated affiliates, net of tax | (0.7) | (0.1) | (1.9) | 303 |
Net earnings | 55.3 | 40.3 | 197.1 | 402.4 |
Net losses attributable to redeemable noncontrolling interests | 2.5 | |||
Net earnings attributable to Black Knight | 55.3 | 40.3 | 197.1 | 404.9 |
Operating Segments | Software Solutions | ||||
Segment Information | ||||
Revenues | 323.6 | 339.4 | 660.3 | 670.1 |
Operating expenses | 155.5 | 148.7 | 305.5 | 291.2 |
EBITDA | 168.1 | 190.7 | 354.8 | 378.9 |
Depreciation and amortization | 34 | 35.9 | 68.1 | 71 |
Operating income (loss) | 134.1 | 154.8 | 286.7 | 307.9 |
Operating Segments | Data and Analytics | ||||
Segment Information | ||||
Revenues | 44.6 | 55.1 | 90.1 | 111.6 |
Operating expenses | 33.9 | 37.4 | 67.2 | 74.9 |
EBITDA | 10.7 | 17.7 | 22.9 | 36.7 |
Depreciation and amortization | 3.9 | 4 | 7.9 | 7.8 |
Operating income (loss) | 6.8 | 13.7 | 15 | 28.9 |
Corporate and Other | ||||
Segment Information | ||||
Operating expenses | 25 | 30.7 | 54.8 | 58.6 |
Transition and integration costs | 11 | 8.2 | 16.5 | 15.8 |
EBITDA | (36) | (38.9) | (71.3) | (74.4) |
Depreciation and amortization | 44.2 | 52.6 | 88.7 | 105.2 |
Operating income (loss) | (80.2) | (91.5) | (160) | (179.6) |
Allocated share-based compensation expense | $ 6.7 | $ 13 | $ 18.3 | $ 24.2 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 55.3 | $ 40.3 | $ 197.1 | $ 404.9 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |