XML 30 R20.htm IDEA: XBRL DOCUMENT v3.22.2.2
Equity
9 Months Ended
Sep. 30, 2022
Equity  
Equity

(12)Equity

Share Repurchase Program

On February 12, 2020, our Board of Directors approved a three-year share repurchase program authorizing us to repurchase up to 10.0 million shares of our outstanding common stock through February 12, 2023, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. During the three months ended September 30, 2021, we repurchased 1.4 million shares of our common stock for an aggregate of $100.0 million at an average price per share of $73.32. During the nine months ended September 30, 2021, we repurchased 2.0 million shares of our common stock for an aggregate of $146.7 million at an average price per share of $73.91. There were no share repurchases during the nine months ended September 30, 2022. As of September 30, 2022, we have 8.0 million shares remaining under our share repurchase authorization.

Omnibus Incentive Plan

A summary of restricted shares and RSUs granted in 2022 is as follows:

Number of shares

Grant date fair 

Vesting period

Dates

    

granted

    

value per share

    

(in years)

    

Vesting criteria

First quarter(1)

810,201

$

57.18-57.99

3.0

Service and Performance

Second quarter

87,536

$

66.48-70.91

1.0 - 4.0

Service

Third quarter

16,976

$

64.51

3.0

Service

(1)This award is subject to an independent performance target for each of three consecutive 12-month measurement periods. Vesting of each tranche is independent of the satisfaction of the annual performance target for other tranches.

Activity related to restricted stock and RSUs in 2022 is as follows:

Weighted average 

grant date

    

Shares

    

fair value

Balance, December 31, 2021

1,269,789

    

$

70.79

Granted

 

914,713

$

58.43

Forfeited

 

(38,726)

$

70.55

Vested

 

(595,519)

$

66.13

Balance, September 30, 2022

 

1,550,257

$

65.30

Equity-based compensation expense related to our restricted shares and RSUs was $11.4 million and $7.6 million for the three months ended September 30, 2022 and 2021, respectively, and $30.7 million and $25.7 million for the nine months ended September 30, 2022 and 2021, respectively. Equity-based compensation includes accelerated recognition of $2.9 million for the nine months ended September 30, 2021. These expenses are included in Operating expenses in the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). As of September 30, 2022, total unrecognized compensation cost was $72.8 million and is expected to be recognized over a weighted average period of approximately 1.7 years.

Profits Interests Units

The fair value of OB PIUs is measured using the Black-Scholes model. The OB PIUs vest over three years, with cliff vesting after the third year. If no public offering has been consummated as of the third anniversary of the acquisition of Optimal Blue, LLC, holders of the OB PIUs have an option to put their profits interests to us once per quarter for the twelve months that begins six months after the OB PIU holder’s vesting date, and once per year thereafter. 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 $2.2 million and $6.5 million for the three and nine months ended September 30, 2022, respectively, and $2.3 million and $6.7 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, the total unrecognized compensation cost related to non-vested OB PIUs was $10.0 million, which is expected to be recognized over a weighted average period of approximately 1.2 years.