Advisory Board 10-Q 6 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 01, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Entity Registrant Name	ADVISORY BOARD CO
Entity Central Index Key	1,157,377
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		41,893,863

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 56,075	$ 72,936
Marketable securities, current	0	14,714
Membership fees receivable, net	604,075	539,061
Prepaid expenses and other current assets	25,388	23,254
Deferred income taxes, current	16,159	14,695
Total current assets	701,697	664,660
Property and equipment, net	182,934	135,107
Intangible assets, net	285,440	38,973
Deferred incentive compensation and other charges	80,787	86,045
Goodwill	842,859	186,895
Investments in unconsolidated entities	3,077	9,316
Other non-current assets	5,698	5,370
Total assets	2,102,492	1,126,366
Current liabilities:
Deferred revenue, current	586,360	501,785
Accounts payable and accrued liabilities	76,295	80,284
Accrued incentive compensation	27,851	32,073
Debt, current	27,885	0
Total current liabilities	718,391	614,142
Deferred revenue, net of current portion	157,911	167,014
Deferred income taxes, net of current portion	119,707	9,855
Debt, net of current portion	529,422	0
Other long-term liabilities	12,101	15,304
Total liabilities	1,537,532	806,315
Stockholders’ equity:
Preferred stock, par value $0.01; 5,000,000 shares authorized, zero shares issued and outstanding	0	0
Common stock, par value $0.01; 135,000,000 shares authorized, 41,888,539 and 36,087,754 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively	419	361
Additional paid-in capital	735,024	442,528
Accumulated deficit	(169,030)	(122,920)
Accumulated other comprehensive income	(1,453)	82
Total stockholders’ equity	564,960	320,051
Total liabilities and stockholders’ equity	$ 2,102,492	$ 1,126,366

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value (dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (shares)	5,000,000	5,000,000
Preferred stock, shares issued (shares)	0	0
Preferred stock, shares outstanding (shares)	0	0
Common stock, par value (dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	135,000,000	135,000,000
Common stock, shares issued (shares)	41,888,539	36,087,754
Common stock, shares outstanding (shares)	41,888,539	36,087,754

Unaudited Consolidated Statemen

Unaudited Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenue	$ 200,238	$ 144,220	$ 564,694	$ 424,041
Costs and expenses:
Cost of services, excluding depreciation and amortization	101,373	74,078	288,901	215,491
Member relations and marketing	30,792	26,792	90,893	79,780
General and administrative	30,678	24,573	93,205	66,028
Depreciation and amortization	18,494	9,679	55,067	27,225
Operating income	18,901	9,098	36,628	35,517
Interest expense	(5,450)	0	(16,333)	0
Other (expense) income, net	(1,150)	(851)	(2,280)	591
Loss on financing activities	0	0	(17,398)	0
Total other (expense) income, net	(6,600)	(851)	(36,011)	591
Income before provision for income taxes and equity in loss of unconsolidated entities	12,301	8,247	617	36,108
Provision for income taxes	(7,156)	(710)	(12,066)	(11,540)
Equity in loss of unconsolidated entities	(3,289)	(1,197)	(1,668)	(6,078)
Net income (loss) before allocation to noncontrolling interest	1,856	6,340	(13,117)	18,490
Net loss and accretion to redemption value of noncontrolling interest	0	150	0	(6,890)
Net income (loss) attributable to common stockholders	$ 1,856	$ 6,490	$ (13,117)	$ 11,600
Earnings per share (dollars per share)
Net income (loss) attributable to common stockholders per share—basic	$ 0.04	$ 0.18	$ (0.31)	$ 0.32
Net income (loss) attributable to common stockholders per share—diluted	$ 0.04	$ 0.18	$ (0.31)	$ 0.31
Weighted average number of shares outstanding:
Basic (in shares)	42,320	36,191	41,900	36,270
Diluted (in shares)	42,788	36,703	41,900	36,983

Unaudited Consolidated Stateme5

Unaudited Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income (loss) attributable to common stockholders	$ 1,856	$ 6,490	$ (13,117)	$ 11,600
Other comprehensive (loss) income:
Net unrealized gain (loss) on available-for-sale securities, net of income taxes of $0 and $272 for the three months ended September 30, 2015 and 2014, respectively, and $150 and $1,488 for the nine months ended September 30, 2015 and 2014, respectively	0	414	(81)	2,179
Net unrealized loss on cash flow hedges, net of income taxes of $1,316 and $0 for the three months ended September 30, 2015 and 2014, respectively, and $871 and $0 for the nine months ended September 30, 2015 and 2014, respectively	(2,132)	0	(1,410)	0
Comprehensive (loss) income	$ (276)	$ 6,904	$ (14,608)	$ 13,779

Unaudited Consolidated Stateme6

Unaudited Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net unrealized (losses) gains on marketable securities, tax	$ 0	$ 272	$ 150	$ 1,488
Net unrealized loss on cash flow hedges, tax benefit	$ 1,316	$ 0	$ 871	$ 0

Unaudited Consolidated Stateme7

Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Statement of Cash Flows [Abstract]
Net (loss) income before allocation to noncontrolling interest	$ (13,117)	$ 18,490
Adjustments to reconcile net (loss) income before allocation to noncontrolling interest to net cash provided by operating activities:
Depreciation and amortization	55,067	27,225
Loss on financing activities	17,398	0
Amortization of debt issuance costs	983	0
Deferred income taxes	9,912	11,018
Excess tax benefits from stock-based awards	(2,804)	(5,011)
Stock-based compensation expense	22,130	16,139
Amortization of marketable securities premiums	0	1,664
(Gain) loss on investment in common stock warrants	(70)	180
Equity in loss of unconsolidated entities	1,668	6,078
Changes in operating assets and liabilities (net of the effect of acquisitions):
Membership fees receivable	(35,774)	(10,876)
Prepaid expenses and other current assets	7,978	(5,746)
Deferred incentive compensation and other charges	2,977	7,248
Other non-current assets	(258)	0
Deferred revenue	57,172	(19,634)
Accounts payable and accrued liabilities	(5,595)	(4,264)
Acquisition-related earn-out payments	(2,198)	(3,073)
Accrued incentive compensation	(4,222)	(8,659)
Other long-term liabilities	(3,203)	(8,088)
Net cash provided by operating activities	108,044	22,691
Cash flows from investing activities:
Purchases of property and equipment	(39,985)	(35,000)
Capitalized external use software development costs	(2,965)	(3,871)
Cash paid for acquisitions, net of cash acquired	(746,693)	(25,830)
Cash paid for investment in unconsolidated entity	(3,006)	0
Redemptions of marketable securities	14,714	85,959
Purchases of marketable securities	0	(32,657)
Net cash used in investing activities	(777,935)	(11,399)
Cash flows from financing activities:
Proceeds from debt, net	1,280,292	0
Pay down of debt	(739,377)	0
Debt issuance costs	(2,568)	0
Proceeds from issuance of common stock, net of selling costs	148,786	0
Proceeds from issuance of common stock from exercise of stock options	3,262	6,927
Withholding of shares to satisfy minimum employee tax withholding for vested restricted stock units	(6,058)	(7,735)
Proceeds from issuance of common stock under employee stock purchase plan	389	445
Acquisition-related earn-out payments	(1,500)	0
Excess tax benefits from stock-based awards	2,804	5,011
Purchases of treasury stock	(33,000)	(41,772)
Net cash provided by (used in) financing activities	653,030	(37,124)
Net decrease in cash and cash equivalents	(16,861)	(25,832)
Cash and cash equivalents, beginning of period	72,936	52,717
Cash and cash equivalents, end of period	$ 56,075	$ 26,885

Business Description and Basis

Business Description and Basis of Presentation	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Business description and basis of presentation	Business description and basis of presentation The Advisory Board Company (individually and collectively with its subsidiaries, the “Company”) provides best practices research and insight, performance technology software, consulting and management services, and data- and tech-enabled services through discrete programs to hospitals, health systems, pharmaceutical and biotechnology companies, health care insurers, medical device companies, and colleges, universities, and other health care-focused organizations and educational institutions. Members of each subscription-based membership program are typically charged a separate fixed annual fee and have access to an integrated set of services that may include best practices research studies, executive education, proprietary content databases and online tools, daily online executive briefings, original executive inquiry services, cloud-based software applications, consulting and management services, and tech-enabled services. The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes as reported in the Company’s transition report on Form 10-KT for the nine-month period ended December 31, 2014 and the Company’s quarterly reports on Form 10-Q for subsequent quarters. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and a consolidated variable interest entity. The Company uses the equity method to account for equity investments in instances in which it owns common stock or securities deemed to be in-substance common stock and has the ability to exercise significant influence, but not control, over the investee and for all investments in partnerships or limited liability companies where the investee maintains separate capital accounts for each investor. Investments in which the Company holds securities that are not in-substance common stock, or holds common stock or in-substance common stock but has little or no influence over the investee, are accounted for using the cost method. All significant intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows as of the dates and for the periods presented have been included. The consolidated balance sheet presented as of December 31, 2014 has been derived from the financial statements that have been audited by the Company’s independent registered public accounting firm. The consolidated results of operations for the three and nine months ended September 30, 2015 may not be indicative of the results that may be expected for the Company’s fiscal year ending December 31, 2015, or any other period.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2015
Accounting Changes and Error Corrections [Abstract]
Recent accounting pronouncements	Recent accounting pronouncements Recently issued In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance related to revenue recognition. The new standard supersedes most of the existing revenue recognition guidance under GAAP, and requires revenue to be recognized when goods or services are transferred to a customer in an amount that reflects the consideration a company expects to receive. The new standard may require more judgment and estimates relating to the recognition of revenue, which could result in additional disclosures to the financial statements. The original effective date of the new standard was for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In July 2015, the FASB decided to defer by one year the effective date of this new revenue recognition standard. As a result, the new standard will be effective for annual reporting periods beginning after December 15, 2017, with an option that permits companies to adopt the standard as early as the original effective date. Early application prior to the original effective date is not permitted. The Company plans to adopt this standard on January 1, 2018 and is currently evaluating the revenue recognition effect this guidance will have once implemented. In June 2014, the FASB issued accounting guidance related to share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. This guidance clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. The standard is effective for fiscal years beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In August 2014, the FASB issued guidance on the assessment of an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The guidance requires such an assessment for a period of one year after the date that the financial statements are issued. Further, based on certain conditions and circumstances, additional disclosures may be required. The applicable guidance is effective beginning with the first annual period ending after December 15, 2016, and for all annual reporting and interim periods thereafter. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In February 2015, the FASB issued guidance on amendments to the consolidation analysis. The new guidance requires management to reevaluate all legal entities under a revised consolidation model that will (i) modify the evaluation of whether limited partnership and similar legal entities are variable interest entities (“VIEs”), (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 under the Investment Company Act of 1940 for registered money market funds. The guidance is effective for annual reporting and interim periods beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In April 2015, the FASB issued guidance on the presentation of debt issuance costs. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for annual reporting and interim periods beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In September 2015, the FASB issued new guidance that eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes to the financial statements. The guidance is effective for annual reporting and interim periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
Acquisitions	Acquisitions Increasing service to members through the introduction and expansion of new programs is a key component of the Company's growth strategy. From time to time, the Company supplements its organic new program development efforts with acquisitions that allow it to introduce new programs and services to its members, or that complement and enhance the value of existing programs through the addition of new capabilities. Royall Acquisition Co. On January 9, 2015, the Company completed the acquisition of all of the issued and outstanding capital stock of Royall Acquisition Co. (together with its subsidiaries, “Royall”) from Royall Holdings, LLC (the “Seller”). Royall is a higher education market leader in strategic, data-driven student engagement and enrollment management solutions. Total consideration consisted of the following (in thousands): Net cash paid (1) $ 744,193 Fair value of equity issued 121,224 Total $ 865,417 (1) Net of cash acquired of $7,065 . On January 9, 2015, in connection with the completion of the acquisition of Royall, the Company entered into a credit agreement with various lenders. See Note 10, "Debt," for further details regarding this credit agreement. The fair value of equity issued was approximately $121.2 million based on 2,428,364 shares of the Company's common stock valued at $49.92 per share, which was the closing price on January 9, 2015 as reported on the NASDAQ Global Select Market. The 2,428,364 shares issued to the Seller was the minimum number of shares that could have been issued under the pricing collar set forth in the purchase agreement, since the volume-weighted average trading price of the Company’s common stock on the NASDAQ Global Select Market for the 15 consecutive trading days ending on (and including) January 7, 2015 was higher than the pricing collar ceiling price of $41.18 . The Company has not yet finalized the allocation of the Royall purchase consideration to assets acquired and liabilities assumed. The total purchase price has been allocated on a preliminary basis to identifiable assets acquired and liabilities assumed based upon valuation procedures performed to-date. As of the date of this report, the Company is finalizing its income tax analysis of the acquisition, including an evaluation of assumed uncertain tax positions. The final purchase price allocation may be different from the amounts outlined below. The allocation of the purchase price and the estimates and assumptions are subject to change until the Company completes all of the necessary valuations and income tax analysis, which will be no longer than one year from the acquisition date. The fair value and useful lives assigned to Royall’s trade name and customer relationships intangible assets have been estimated based on valuation studies utilizing widely accepted valuation methodologies and principles. The preliminary purchase price allocation to other identifiable intangible assets is as follows (in thousands): Estimated average useful lives (years) Estimated fair value Trade name 10 $ 10,000 Customer relationships 17 252,000 Total $ 262,000 The fair value and useful lives assigned to Royall’s technology were based on valuation studies utilizing widely accepted valuation methodologies and principles. The technology is classified as software within property and equipment because the developed software application resides on the Company’s or its service providers’ hardware. The preliminary purchase price allocation to Royall's technology, included in property and equipment, net on the consolidated balance sheets, is as follows (in thousands): Estimated average useful lives (years) Estimated fair value Technology - database and analytics 4 $ 13,000 Technology - developed software 8 25,000 Total $ 38,000 A preliminary purchase price allocation resulting from the acquisition of Royall is set forth below (in thousands): As of January 9, 2015 Consideration paid for the acquisition $ 865,417 Allocated to: Membership fees receivable, net 29,239 Prepaid expenses and other current assets 7,479 Property and equipment 44,209 Intangible assets, net 262,000 Deferred revenue, current (18,300 ) Accounts payable and accrued liabilities (5,308 ) Deferred income taxes, net of current portion (107,655 ) Preliminary fair value of net assets acquired $ 211,664 Preliminary allocation to goodwill $ 653,753 During the three months ended June 30, 2015, the Company increased its preliminary estimate of the fair value of the acquired customer relationships by $17.0 million , resulting in a $10.0 million reduction in goodwill and a $7.0 million increase in the net deferred tax liability recorded. In addition, the Company refined its estimate of the useful lives of its customer relationship and developed software assets. The impact of these changes on amortization expense was not material and was recognized entirely in the three months ended June 30, 2015. The preliminary goodwill is primarily attributable to the assembled workforce of Royall and synergies and economies of scale expected from combining the operations of the Company and Royall. Of the goodwill recognized, $107.7 million is deductible for tax purposes. Acquisition-related costs of $9.9 million were incurred and included in general and administrative costs in the Company’s consolidated statements of operations. Of this amount, $3.3 million was recognized in the transition period ended December 31, 2014, and $6.6 million was recognized in the nine months ended September 30, 2015. The nine months ended September 30, 2015 includes the operations of Royall for the period from January 9, 2015 through September 30, 2015. The condensed consolidated statements of operations for the nine months ended September 30, 2015 includes $73.1 million of revenues and $11.2 million of net income, respectively, contributed by Royall. The following table presents the Company’s pro forma consolidated revenues and net income (loss) attributable to common stockholders for the three and nine months ended September 30, 2015 and 2014. The unaudited pro forma results include the historical statements of operations information of the Company and of Royall, giving effect to the acquisition of Royall and related financing as if they had occurred on January 1, 2014. As described below under “Transition period acquisitions,” the Company consummated certain other acquisitions during the transition period ended December 31, 2014; however, the Company has not included the results prior to the acquisitions in these pro forma results as their effect would not have been material. The unaudited pro forma financial information presented below does not reflect the effect of any actual or anticipated synergies expected to result from the acquisition of Royall. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been recognized had the acquisition of Royall and the related financing been effected on the assumed date. The unaudited pro forma results are set forth below (in thousands): Unaudited Pro Forma Results Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 200,328 $ 166,550 $ 579,986 $ 493,062 Net income (loss) attributable to common stockholders 1,856 2,605 11,486 (14,754 ) For the three months ended September 30, 2015 and 2014, the pro forma results, prepared in accordance with GAAP, include the following pro forma adjustments related to the acquisition of Royall: (i) an increase in amortization expense related to the fair value of the identifiable intangible assets of $3.9 million in the three months ended September 30, 2014; (ii) the elimination and replacement of the historical Royall interest expense with the interest expense from the Company's new senior secured term credit facility, totaling $4.6 million in the three months ended September 30, 2014; and (iii) an increase in compensation expense related to the inducement equity awards issued to certain Royall employees totaling $1.5 million in the three months ended September 30, 2014. For the nine months ended September 30, 2015, the pro forma results, prepared in accordance with GAAP, include the following pro forma adjustments related to the acquisition of Royall: (i) an increase in non-recurring transaction expenses of $9.9 million in the nine months ended September 30, 2014 to reflect the assumption that the Royall acquisition occurred on January 1, 2014; (ii) the elimination of $6.6 million of acquisition costs recorded in the nine months ended September 30, 2015 as these are now presented in the corresponding period of 2014; (iii) an increase in amortization expense related to the fair value of the identifiable intangible assets of $0.4 million and $11.8 million in the nine months ended September 30, 2015 and 2014, respectively; (iv) a reduction in revenue of $12.5 million in the nine months ended September 30, 2014, representing the purchase accounting fair value effect to revenue the Company would have recognized during the nine months ended September 30, 2014 had the acquisition of Royall occurred on January 1, 2014 and an increase in revenue of $12.5 million in the nine months ended September 30, 2015, representing the purchase accounting fair value effect to revenue that was recognized in 2015; (v) the elimination and replacement of the historical Royall interest expense with the interest expense from the Company's new senior secured term credit facility totaling $15.0 million and $13.7 million in the nine months ended September 30, 2015 and 2014, respectively; (vi) an increase in compensation expense related to the inducement equity awards issued to certain Royall employees totaling $0.1 million and $4.4 million in the nine months ended September 30, 2015 and 2014, respectively; (vii) an increase in non-recurring loss on financing activities expenses of $17.4 million in the nine months ended September 30, 2014 to reflect the assumption that the Royall acquisition and related financings occurred in the 2014 period; and (viii) the elimination of $17.4 million of loss on financing activities recorded in the nine months ended September 30, 2015 as this is now presented in the corresponding period of 2014. During the nine months ended September 30, 2015, the Company completed one additional acquisition qualifying as a business combination. The total cash purchase price of $2.5 million was allocated to identifiable assets acquired. The Company allocated $0.5 million to intangible assets with a weighted average amortization period of 3.0 years and $2.0 million to goodwill. The goodwill is deductible for tax purposes. This acquisition was not significant to the Company's consolidated results of operations. Transition period acquisitions During the nine months ended December 31, 2014, the Company completed three acquisitions qualifying as business combinations in exchange for aggregate net cash consideration of $71.3 million . The total purchase price has been allocated to identifiable assets acquired and liabilities assumed, including $16.6 million to intangible assets with a weighted average amortization period of 8.3 years and $57.7 million to goodwill, of which $33.9 million is tax deductible. The completed acquisitions in the nine months ended December 31, 2014, both individually and in the aggregate, were not significant to the Company's consolidated results of operations.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Fair value measurements	Fair value measurements Financial assets and liabilities The estimated fair values of financial instruments are determined based on relevant market information. These estimates involve uncertainty and cannot be determined with precision. The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, common stock warrants, and interest rate swaps. In addition, contingent earn-out liabilities resulting from business combinations are recorded at fair value. The following methods and assumptions are used to estimate the fair value of each class of financial assets or liabilities that is valued on a recurring basis. Cash and cash equivalents . This includes all cash and liquid investments with an original maturity of three months or less from the date acquired. The carrying amount approximates fair value because of the short maturity of these instruments. Cash equivalents consist of money market funds with original maturity dates of less than three months for which the fair value is based on quoted market prices. The Company’s cash and cash equivalents are held at major commercial banks. Marketable securities . The Company’s marketable securities as of December 31, 2014, consisting of U.S. government-sponsored enterprise obligations and various state tax-exempt notes and bonds, were classified as available-for-sale and carried at fair market value based on quoted market prices. Common stock warrants . The Company holds warrants to purchase common stock in an entity that provides technology tools and support services to health care providers, including the Company’s members. The warrants are exercisable for up to 6,015,000 shares of the entity's common stock if and as certain performance criteria are met. The warrants meet the definition of a derivative and are carried at fair value in other non-current assets on the consolidated balance sheets. Gains or losses from changes in the fair value of the warrants are recognized in other (expense) income, net on the consolidated statements of operations. See Note 9, “Other non-current assets,” for additional information. The fair value of the warrants is determined using a Black-Scholes-Merton model. Key inputs into this methodology are the estimate of the underlying value of the common shares of the entity that issued the warrants and the estimate of the level of performance criteria that will be achieved. The entity that issued the warrants is privately held and the estimate of performance criteria to be met is specific to the Company. These inputs are unobservable and are considered key estimates made by the Company. Contingent earn-out liabilities . This class of financial liabilities represents the Company’s estimated fair value of the contingent earn-out liabilities related to acquisitions based on probability assessments of certain performance achievements during the earn-out periods. The performance targets are specific to the operation of the acquired company subsequent to the acquisition. These inputs are considered key estimates made by the Company that are unobservable because there are no active markets to support them. Contingent earn-out liabilities are included in accounts payable and accrued liabilities and other long-term liabilities on the consolidated balance sheets. Interest rate swaps . The Company uses interest rate swaps to manage interest rate risk. The fair values of interest rate swaps are determined using the market standard methodology of discounting the future variable cash payments, or receipts, over the life of the agreements. The variable interest rates used in the calculation of projected cash payments, or receipts, are based on observable market interest rate curves. Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The valuation can be determined using widely accepted valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). As a basis for applying a market-based approach in fair value measurements, GAAP establishes a fair value hierarchy that prioritizes into three broad levels the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable market-based inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity, such as discounted cash flow methodologies. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no significant transfers between Level 1, Level 2, or Level 3 during the nine months ended September 30, 2015 or 2014. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the necessary disclosures are as follows (in thousands): Fair value as of September 30, Fair value measurement as of September 30, 2015 2015 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 56,075 $ 56,075 $ — $ — Common stock warrants (1) 440 — — 440 Financial liabilities Contingent earn-out liabilities (2) 7,025 — — 7,025 Interest rate swaps 2,281 — 2,281 — Fair value as of December 31, Fair value measurement as of December 31, 2014 using fair value hierarchy 2014 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 72,936 $ 72,936 $ — $ — Available-for-sale marketable securities 14,714 — 14,714 — Common stock warrants (1) 370 — — 370 Financial liabilities Contingent earn-out liabilities (2) 12,946 — — 12,946 (1) The fair value of the common stock warrants as of September 30, 2015 and December 31, 2014 was calculated to be $0.20 and $0.22 per share, respectively, using a Black-Scholes-Merton model. The significant assumptions as of September 30, 2015 were as follows: risk-free interest rate of 1.1% ; expected term of 3.7 years; expected volatility of 73.9% ; dividend yield of 0.0% ; weighted average share price of $0.52 per share; and warrants expected to become exercisable for between 1,776,500 and 2,157,500 shares. The significant assumptions as of December 31, 2014 were as follows: risk-free interest rate of 1.6% ; expected term of 4.5 years; expected volatility of 76.1% ; dividend yield of 0.0% ; weighted average share price of $0.49 per share; and warrants expected to become exercisable for approximately 1,776,500 shares. (2) This fair value measurement is based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and general macroeconomic environment and industry trends. Common stock warrants The Company’s fair value estimate of the common stock warrants received in connection with its cost method investment was zero as of the June 2009 investment date. Changes in the fair value of the common stock warrants subsequent to the investment date are recognized in earnings in the periods during which the estimated fair value changes. The following table represents a reconciliation of the change in the fair value of the common stock warrants for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Beginning balance $ 440 $ 370 $ 370 $ 550 Fair value change in common stock warrants (1) — — 70 (180 ) Ending balance $ 440 $ 370 $ 440 $ 370 (1) Amounts were recognized in other income, net on the consolidated statements of operations. Contingent earn-out liabilities The Company entered into an earn-out agreement in connection with its acquisition of Southwind Health Partners, L.L.C. and Southwind Navigator, LLC (together, “Southwind”) on December 31, 2009. The Company’s fair value estimate of the Southwind earn-out liability was $5.6 million as of the date of acquisition. The fair value of the Southwind earn-out liability was affected by changes in the Company's stock price and by changes in estimates regarding expected operating results through the end of the evaluation period, which was December 31, 2014. As of September 30, 2015 , $20.2 million had been earned and paid in cash and shares to the former owners of the Southwind business. As of September 30, 2015 , based on current facts and circumstances, the estimated aggregate fair value of the remaining contingent obligation earned over the evaluation period was $1.3 million . The fair value of the Southwind earn-out liability is affected by changes in the discount rate, which was 2.3% as of September 30, 2015 . The remaining obligation will be paid at various intervals through April 2016. The Company entered into an earn-out agreement in connection with its acquisition of 360Fresh, Inc. (“360Fresh”) on November 15, 2012. The Company’s fair value estimate of the 360Fresh earn-out liability was $2.5 million as of the date of acquisition. The earn-out liability period ended on January 9, 2015 and the final earn-out payment of $1.5 million was made in the nine months ended September 30, 2015. The Company's fair value estimate of the earn-out liability related to the Company’s acquisition of Clinovations, LLC (“Clinovations”) on November 7, 2014 was $4.5 million . The fair value of the Clinovations earn-out liability is affected by changes in estimates regarding expected operating results through the evaluation periods, which will end on December 31, 2017. A portion of the earn-out liability will be paid in the form of the Company’s common stock. The maximum payout of the earn-out liability is $9.5 million , while the minimum is zero . Based on the results of Clinovations’ operating results, the fair value of the contingent obligation for Clinovations as of September 30, 2015 was estimated at $2.0 million . The fair value of the Clinovations earn-out liability is affected by changes in estimates regarding expected operating results, discount rates for each evaluation period, which vary from approximately 6.9% to 8.5% , and the volatility of the Company's common stock, which was 25.0% as of September 30, 2015. The Company's fair value estimate of the earn-out liability related to the Company’s acquisition of ThoughtWright, LLC d/b/a GradesFirst (“GradesFirst”) on December 15, 2014 was $3.6 million . The fair value of the GradesFirst earn-out liability is affected by changes in estimates regarding expected operating results through the evaluation period, which will end on December 31, 2015. The maximum payout of the earn-out liability is $4.0 million , while the minimum is zero . Based on GradesFirst’s operating results, the fair value of the contingent obligation for GradesFirst as of September 30, 2015 was estimated as $3.8 million . The fair value of the GradesFirst earn-out liability is affected by changes in estimates regarding expected operating results, probability of achieving the operating results, and a discount rate, which was 2.1% as of September 30, 2015. Changes in the fair value of the contingent earn-out liabilities subsequent to the acquisition date, including changes arising from events that occurred after the acquisition date, such as changes in the Company’s estimate of performance achievements, discount rates, and stock price, are recognized in earnings in the periods during which the estimated fair value changes. The following table represents a reconciliation of the change in the contingent earn-out liabilities for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Beginning balance $ 8,416 $ 5,850 $ 12,946 $ 12,800 Fair value change in Southwind contingent earn-out liability (1) 40 (100 ) 249 (4,250 ) Fair value change in GradesFirst contingent earn-out liability (1) 200 — 200 — Fair value change in Clinovations contingent earn-out liability (1) (1,297 ) — (2,589 ) — Fair value change in 360Fresh contingent earn-out liability (1) — (300 ) — (300 ) Southwind earn-out payments (334 ) (275 ) (2,281 ) (3,075 ) 360Fresh earn-out payments — — (1,500 ) — Ending balance $ 7,025 $ 5,175 $ 7,025 $ 5,175 (1) Amounts were recognized in cost of services on the consolidated statements of operations. Financial instruments not recorded at fair value on a recurring basis Equity method investments . The Company's equity method investments represent the Company's ownership interest in Evolent Health, Inc. and its subsidiary, Evolent Health LLC. The fair value of the Company's ownership interest in Evolent Health, Inc. and its subsidiary was $185.0 million as of September 30, 2015 based on the quoted closing stock price as reported on the New York Stock Exchange prior to any discount. For further information, see Note 8, "Investments in unconsolidated entities." The fair value of the Company's equity method investments is measured quarterly for disclosure purposes. The Company's equity method investments are recorded at fair value only if an impairment charge is recognized. Senior secured term loan . The Company estimates that the fair value of its senior secured term loan was $572.8 million as of September 30, 2015. The fair value was determined based on discounting the future expected variable cash payments over the life of the loan. The variable interest rates used in the calculation are based on observable market interest rates. The senior secured term loan would be classified as Level 2 within the fair value hierarchy if it were measured at fair value. Non-financial assets and liabilities Certain assets and liabilities are not measured at fair value on an ongoing basis but instead are measured at fair value on a non-recurring basis, so that such assets and liabilities are subject to fair value adjustments in certain circumstances (such as when there is evidence of impairment). During the nine months ended September 30, 2015 and 2014, no fair value adjustments or material fair value measurements were required for non-financial assets or liabilities.

Marketable Securities

Marketable Securities	9 Months Ended
	Sep. 30, 2015
Investments, Debt and Equity Securities [Abstract]
Marketable securities	Marketable securities As a result of the Royall acquisition on January 9, 2015, the Company liquidated its remaining marketable securities, and therefore the Company had no marketable securities as of September 30, 2015. The aggregate fair value, amortized cost, gross unrealized gains, and gross unrealized losses on available-for-sale marketable securities as of December 31, 2014 are as follows (in thousands): As of December 31, 2014 Fair value Amortized cost Gross unrealized gains Gross unrealized losses U.S. government-sponsored enterprises $ 1,915 $ 1,915 $ — $ — Tax exempt obligations of states 12,799 12,647 152 — $ 14,714 $ 14,562 $ 152 $ — The Company recognized gross realized gains of $0.1 million on sales of available-for-sale investments during the nine months ended September 30, 2015 . There were no gross realized gains or losses on sales of available-for-sale investments during the three months ended September 30, 2014. There were $0.9 million in gross realized gains on sales of available-for-sale investments and $0.5 million in gross realized losses on sales of available-for-sale investments during the nine months ended September 30, 2014.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Property and equipment	Property and equipment Property and equipment consists of leasehold improvements, furniture, fixtures, equipment, capitalized internal use software development costs, and acquired developed technology. Property and equipment is stated at cost, less accumulated depreciation and amortization. In certain membership programs, the Company provides software applications under a hosting arrangement where the software application resides on the Company’s or its service providers’ hardware. The members do not take delivery of the software and only receive access to the software during the term of their membership agreement. Software development costs that are incurred in the preliminary project stage are expensed as incurred. During the development stage, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized and amortized over the estimated useful life of the software once placed into operation. Capitalized software is amortized using the straight-line method over its estimated useful life, which is generally five years. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. The acquired developed technology, which includes acquired software, databases, and analytics, is classified as software within property and equipment because the developed software application, database, or analytic resides on the Company’s or its service providers’ hardware. Amortization for acquired developed technology is included in depreciation and amortization on the Company’s consolidated statements of operations. Developed technology obtained through acquisitions is amortized using the straight-line method over the estimated useful life used in determining the fair value of the assets at acquisition. As of September 30, 2015 , the weighted average useful life of existing acquired developed technology was approximately seven years. The amount of acquired developed technology amortization included in depreciation and amortization for the three and nine months ended September 30, 2015 was approximately $2.4 million and $7.0 million , respectively. The amount of acquired developed technology amortization included in depreciation and amortization for the three and nine months ended September 30, 2014 was approximately $0.7 million and $1.9 million , respectively. Furniture, fixtures, and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. There are no capitalized leases included in property and equipment, net for the periods presented. The amount of depreciation expense recognized on furniture, fixtures, and equipment during the three and nine months ended September 30, 2015 was $5.1 million and $15.0 million , respectively. The amount of depreciation expense recognized on furniture, fixtures, and equipment during the three and nine months ended September 30, 2014 was $3.5 million and $10.0 million , respectively. Internally developed capitalized software related to the Company's hosted software is classified as software within property and equipment and has an estimated useful life of five years. As of September 30, 2015 and December 31, 2014, the carrying value of internally developed capitalized software was $72.5 million and $61.0 million , respectively. Amortization expense for internally developed capitalized software for the three and nine months ended September 30, 2015 , recorded in depreciation and amortization on the accompanying consolidated statements of operations, was approximately $4.8 million and $14.7 million , respectively. Amortization expense for internally developed capitalized software for the three and nine months ended September 30, 2014, was approximately $3.1 million and $8.3 million , respectively. Property and equipment consists of the following (in thousands): As of September 30, 2015 December 31, 2014 Leasehold improvements $ 61,795 $ 54,156 Furniture, fixtures, and equipment 60,872 51,593 Software 197,526 132,949 Property and equipment, gross 320,193 238,698 Accumulated depreciation and amortization (137,259 ) (103,591 ) Property and equipment, net $ 182,934 $ 135,107 The Company evaluates its long-lived assets for impairment when changes in circumstances exist that suggest the carrying value of a long-lived asset may not be fully recoverable. If an indication of impairment exists, and the Company’s net book value of the related assets is not fully recoverable based upon an analysis of its estimated undiscounted future cash flows, the assets are written down to their estimated fair value. The Company did not recognize any impairment losses on any of its long-lived assets during the nine months ended September 30, 2015 or 2014.

Goodwill and Intangibles

Goodwill and Intangibles	9 Months Ended
	Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and intangibles	Goodwill and intangibles Included in the Company’s goodwill and intangibles balances are goodwill and acquired intangibles, and internally developed capitalized software for sale. Goodwill is not amortized because it has an estimated indefinite life. Goodwill is reviewed for impairment at least annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company believes that no such impairment indicators existed during the nine months ended September 30, 2015 or 2014 . There was no impairment of goodwill recorded in the nine months ended September 30, 2015 or 2014 . The following illustrates the change in the goodwill balance for the nine months ended September 30, 2015 (in thousands): As of September 30, 2015 Beginning of period $ 186,895 Acquisitions 655,803 Purchase accounting adjustment 161 Ending balance $ 842,859 Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range from 2 years to 17 years. As of September 30, 2015 , the weighted average remaining useful life of acquired intangibles was approximately 15.2 years. As of September 30, 2015 , the weighted average remaining useful life of internally developed intangibles was approximately 3.8 years. The gross and net carrying balances and accumulated amortization of intangibles are as follows (in thousands): As of September 30, 2015 As of December 31, 2014 Weighted average useful life Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Intangibles Internally developed software for sale 5.0 $ 16,118 $ (6,041 ) $ 10,077 $ 13,268 $ (4,009 ) $ 9,259 Acquired intangibles: Developed software 6.1 19,250 (11,975 ) 7,275 19,250 (10,238 ) 9,012 Customer relationships 16.2 277,710 (21,439 ) 256,271 25,610 (8,662 ) 16,948 Trademarks 8.6 14,900 (4,123 ) 10,777 4,900 (3,048 ) 1,852 Non-compete agreements 3.8 1,500 (1,437 ) 63 1,600 (1,234 ) 366 Customer contracts 4.7 6,449 (5,472 ) 977 6,449 (4,913 ) 1,536 Total intangibles $ 335,927 $ (50,487 ) $ 285,440 $ 71,077 $ (32,104 ) $ 38,973 Amortization expense for intangible assets for the three and nine months ended September 30, 2015 , recorded in depreciation and amortization on the consolidated statements of operations, was approximately $6.1 million and $18.4 million , respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2014 was approximately $2.4 million and $6.9 million , respectively. The following approximates the aggregate amortization expense to be recorded in depreciation and amortization on the consolidated statements of operations for the remaining three months of the fiscal year ending December 31, 2015 and for each of the following fiscal years ending December 31, 2016 through 2019: $6.0 million , $23.9 million , $23.1 million , $22.2 million , and $20.3 million , respectively, and $189.9 million thereafter.

Investment in unconsolidated en

Investment in unconsolidated entities	9 Months Ended
	Sep. 30, 2015
Equity Method Investments and Joint Ventures [Abstract]
Investment in unconsolidated entities	Investments in unconsolidated entities The Company held an equity interest in Evolent Health Holdings, Inc. (“Holdings”) and historically accounted for its investment under the cost method because the Company owned shares of convertible preferred stock that were not considered in-substance common stock. The convertible preferred stock investment had a carrying value of $0 as of December 31, 2014. On May 8, 2015, the Company agreed to acquire additional shares of convertible preferred stock of Holdings from another investor in Holdings, which increased the Company’s carrying value for its cost method investment in Holdings to $3.0 million . On June 4, 2015, Holdings completed a reorganization in connection with its initial public offering (the “IPO” and together with the reorganization, the “Transaction”). The reorganization included the creation of Evolent Health, Inc. (“Evolent Inc.”) and the merger of the two entities in which Holdings was dissolved and Evolent Inc. was the surviving entity. The Company’s convertible preferred stock investment in Holdings was ultimately exchanged for shares of Class A common stock of Evolent Inc. on a 1-for- 4 basis. The Class A common stock provides the Company voting and economic rights with respect to Evolent Inc. in proportion to the Company's ownership percentage in Evolent Inc. The Company carried over its basis in Holdings to its investment in Evolent Inc. in connection with the exchange. For additional information on the fair value of the Company’s investment after the IPO, see Note 4, “Fair value measurements.” The Company continues to have the right to designate two individuals to Evolent Inc.'s board of directors, currently the Company's Chief Executive Officer and the Company's Chief Financial Officer. Following the Transaction, the Company held a 15.4% equity ownership interest in Evolent Inc. that is accounted for under the equity method of accounting, with the Company’s proportionate share of Evolent Inc.’s losses recognized in the consolidated statements of operations. The Company’s share of the losses of Evolent Inc. that was applied to the carrying value of its investment in Evolent Inc. during the three and nine months ended September 30, 2015 was $1.3 million and $2.4 million , respectively. The carrying balance of the Company’s investment in Evolent Inc. was $0.6 million as of September 30, 2015. In addition, the Company continues to hold an equity interest in Evolent Health LLC (“Evolent LLC”), a limited liability company that is treated as a partnership for tax purposes. As of December 31, 2014, the Company’s convertible preferred stock investment in Evolent LLC had a carrying value of $9.3 million . In connection with the Transaction described above, the Company’s convertible preferred stock investment in Evolent LLC was converted on a 1-for- 4 basis to Class B common units of Evolent LLC. As of September 30, 2015, the Company holds an 8.8% equity interest in Evolent LLC that continues to be accounted for under the equity method, with the Company’s proportionate share of Evolent LLC’s losses recognized in the consolidated statements of operations. The Class B common units provide the Company economic rights with respect to Evolent LLC in proportion to the Company's ownership percentage in Evolent LLC, but no voting rights. During the three and nine months ended September 30, 2015, the Company’s share of the losses of Evolent LLC that was applied to the carrying value of its investment in Evolent LLC was $1.2 million and $6.8 million , respectively. During the three and nine months ended September 30, 2014, the Company’s share of the losses of Evolent LLC that was applied to the carrying value of its investment in Evolent LLC was $1.2 million and $6.1 million , respectively. The carrying balance of the Company’s investment in Evolent LLC was $2.5 million as of September 30, 2015. Because of Evolent LLC's treatment as a partnership for tax purposes, the losses of Evolent LLC pass through to the Company and the other members. The Company's proportionate share of the losses of Evolent LLC is recorded net of the estimated tax benefit that the Company believes will be realized from the equity in loss of unconsolidated entities on the consolidated statements of operations. Historically, the Company had provided a full valuation allowance against the deferred tax asset resulting from these benefits. During the nine months ended September 30, 2015, the Company determined that it is now more-likely-than not able to realize the deferred tax assets associated with its investment in Evolent LLC as a result of the Transaction; accordingly, a tax benefit of $6.7 million was recorded to release the valuation allowance previously recorded. An additional tax expense of $0.7 million and benefit of $0.9 million has been recorded in the three and nine months ended September 30, 2015, respectively, for the tax effects of current year losses received from Evolent LLC. The equity in loss of unconsolidated entities on the consolidated statement of operations consisted of the following (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Evolent Inc. $ (1,362 ) $ — $ (2,416 ) $ — Evolent LLC (1,232 ) (1,197 ) (6,822 ) (6,078 ) Tax (expense) benefits (695 ) — 7,570 — Equity in loss of unconsolidated entities $ (3,289 ) $ (1,197 ) $ (1,668 ) $ (6,078 ) In connection with the Transaction, the Company received Class B common shares in Evolent Inc. in an amount proportionate to the amount of Class B common units of Evolent LLC owned by the Company. The class B common shares provide the Company a voting, but not economic, interest. These Class B common shares are subject to an exchange agreement whereby the Company may exchange one or more Class B common units of Evolent LLC, together with an equal number of shares of Class B common stock of Evolent Inc., for shares of Class A common stock of Evolent Inc. In connection with the Transaction, the Company and certain investors in Evolent LLC entered into a tax receivables agreement with Evolent Inc. Under the terms of that agreement, Evolent Inc. will make cash payments to the Company and certain investors in amounts equal to 85% of Evolent Inc.'s actual tax benefit realized from various tax attributes related to pre-IPO activity. Interest will be included on the tax savings at the applicable London interbank offered rate plus 100 basis points. The tax receivables agreement will generally apply to Evolent Inc.'s taxable years up to and including the 15 th anniversary date of the Transaction. As of September 30, 2015, the Company has not received any payments pursuant to the terms of the tax receivables agreement. As the amount the Company will receive related to the tax receivables agreement is unknown, the Company will recognize payments, if any, associated with this agreement when received. As of September 30, 2015, Evolent Inc. had no material operations outside of its 70.3% ownership interest in Evolent LLC. As a result, the Company has presented below the financial position and operating results of Evolent LLC. In connection with the reorganization, Evolent Inc. gained control of and now consolidates Evolent LLC. Evolent Inc. applied purchase accounting and pushed down its new basis to the separate Evolent LLC financial statements as included in the presentation below. The Company has not recognized the effects of the purchase accounting or push down accounting applied by Evolent Inc. and Evolent LLC, respectively. The Company had pre-existing basis differences related to its investment in Evolent LLC at the time of the reorganization. As of September 30, 2015, the Company’s basis in the entities was less than its proportional interest in the equity of Evolent Inc. and Evolent LLC in the amounts of $99.0 million and $82.8 million , respectively. The Company has excluded the effects of the purchase and push down accounting in its determination of the equity in loss, thereby reducing its share of losses from Evolent Inc. and Evolent LLC for the affected periods. As a result, the basis differences will decrease over time. The following is a summary of the financial position of Evolent LLC as of the dates presented (unaudited, in thousands). The period from June 4 to September 30, 2015 includes the effects of purchase accounting pushed down to Evolent LLC as part of the IPO that occurred on June 4, 2015. As of September 30, 2015 December 31, 2014 Assets: Current assets $ 245,562 $ 56,718 Non-current assets 809,947 27,586 Total assets $ 1,055,509 $ 84,304 Liabilities and Members’ Equity: Current liabilities $ 89,814 $ 55,801 Total liabilities 89,814 55,801 Members’ equity 965,695 28,503 Total liabilities and members’ equity $ 1,055,509 $ 84,304 The following is a summary of the operating results of Evolent LLC for the periods presented (unaudited, in thousands), which include the effects of purchase accounting pushed down to Evolent LLC as part of the IPO that occurred on June 4, 2015. The period from June 4 to September 30, 2015 reflects the impact of the push down accounting that was recorded on the Evolent LLC financial statements. Three Months Ended Period June 4 - September 30 Period January 1 - June 3 Nine Months Ended 2015 2014 2015 2015 2014 Revenue $ 40,406 $ 29,896 $ 50,820 $ 61,814 $ 74,161 Cost of revenue (exclusive of depreciation and amortization) 24,762 19,326 32,649 44,839 52,193 Gross profit 15,644 10,570 18,171 16,975 21,968 Operating loss (17,246) (6,105) (28,785) (44,119) (30,710) Net loss (17,192) (6,051) (28,718) (44,079) (30,593) Evolent LLC is in the early stages of its business plan and, as a result, the Company expects both Evolent Inc. and Evolent LLC to continue to incur losses. The Company’s investment in Evolent LLC is evaluated for impairment whenever events or changes in circumstances indicate that there may be an other-than-temporary decline in value. As of September 30, 2015, the Company believes that no impairment charge is necessary.

Other Non-Current Assets

Other Non-Current Assets	9 Months Ended
	Sep. 30, 2015
Investments, All Other Investments [Abstract]
Other non-current assets	Other non-current assets In June 2009, the Company invested in the convertible preferred stock of a private company that provides technology tools and support services to health care providers, including the Company’s members. In addition, the Company entered into a licensing agreement with that company. As part of its investment, the Company received warrants to purchase up to 6,015,000 shares of the company’s common stock at an exercise price of $1.00 per share as certain performance criteria are met. The warrants are exercisable through June 19, 2019. The warrants contain a net settlement feature and therefore are considered to be a derivative financial instrument. The warrants are recorded at their estimated fair value, which was $440,000 as of September 30, 2015 and $370,000 as of December 31, 2014, and are included in other non-current assets on the consolidated balance sheets. The change in the estimated fair value of the warrants is recorded in other (expense) income, net on the consolidated statements of operations. For additional information regarding the fair value of these warrants, see Note 4, “Fair value measurements.” The convertible preferred stock investment is recorded at cost, and the carrying amount of this investment of $5.0 million as of September 30, 2015 is included in other non-current assets on the consolidated balance sheets. The convertible preferred stock accrues dividends at an annual rate of 8% that are payable if and when declared by the investee’s board of directors. As of September 30, 2015 , no dividends had been declared by the investee or recorded by the Company. The Company accounts for this investment at cost because there is no quoted market price. This investment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of this asset may not be recoverable. The Company believes that no such impairment indicators existed during the nine months ended September 30, 2015 .

Debt

Debt	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Debt	Debt Senior secured revolving credit facility obtained in July 2012 In July 2012, the Company entered into a $150.0 million five -year senior secured revolving credit facility under a credit agreement with a syndicate of lenders which was set to mature and be payable in full on July 30, 2017. As of December 31, 2014, the Company had unamortized deferred financing fees of $0.4 million related to this transaction. Senior secured credit facilities obtained in January 2015 On January 9, 2015, in connection with the completion of the acquisition of Royall, the Company entered into a credit agreement with various lenders. This credit agreement replaced the July 2012 secured revolving credit facility. Under the terms of the January 9, 2015 credit agreement, lenders provided the Company with $775 million of senior secured credit facilities for application to the acquisition of Royall and the Company’s corporate needs after the closing of the Royall acquisition. The credit facilities consisted of a term loan facility in the principal amount of $725 million , maturing on January 9, 2022, and a revolving credit facility under which up to $50 million principal amount of borrowings and other credit extensions could be outstanding at any time, maturing on January 9, 2020. Amounts drawn under the term facility generally bore interest, payable quarterly, at an annual rate calculated, at the Company’s option, on the basis of either (a) an alternate base rate plus an initial margin of 3.00% or (b) the applicable London interbank offered rate (subject to a 1.00% floor) plus an initial margin of 4.00% , subject in each case to margin reductions based on the Company's total leverage ratio from time to time. The annual interest rate for the term loan facility as of January 9, 2015 was 5.00% . The revolving facility was undrawn at the facility closing date. All $725 million of term loans available under the term loan facility were drawn at the closing of the acquisition to pay the majority of the cash purchase price for the Royall capital stock. Total original issue discount of $21.8 million and deferred financing fees of $2.8 million were recorded related to this credit agreement. The Company recognized a loss of $0.2 million on the modification of the July 2012 revolving credit facility. This loss was recorded in loss on financing activities within the consolidated statements of operations. Equity offering in January 2015 On January 21, 2015, the Company closed on a registered public offering of its common stock. The Company used the net proceeds from the offering plus available cash to repay approximately $149.9 million principal amount of loans outstanding under its $725 million senior secured term loan facility. This payment resulted in a loss on financing activities of $4.5 million related to original issue discount and $0.3 million related to deferred financing fees. The total $4.8 million loss was recognized in loss on financing activities within the consolidated statement of operations. Senior secured credit facilities obtained in February 2015 On February 6, 2015, the Company entered into a new credit agreement with various lenders. The new credit agreement consists of a five -year senior secured term loan facility in the original principal amount of $575 million and a five -year senior secured revolving credit facility under which up to $100 million principal amount of borrowings and other credit extensions may be outstanding at any time. The proceeds of the term loan were used to repay and retire all loans outstanding under the term loan facility obtained on January 9, 2015. The revolving credit facility was not drawn down on February 6, 2015. Amounts drawn under the term loan and revolving credit facilities bear interest, payable quarterly, at an annual rate calculated, at the Company’s option, on the basis of either (a) an alternate base rate plus an initial margin of 1.75% or (b) the applicable London interbank offered rate plus an initial margin of 2.75% , subject in each case to margin reductions based on the Company’s total leverage ratio from time to time. At the time of issuance, the stated annual interest rate on the borrowing was 3.01% . As of September 30, 2015, the stated annual interest rate on the borrowing was 2.95% . The lenders under the new credit agreement included the lenders from the January 9, 2015 agreement as well as new lenders. For those lenders to this agreement that also participated in the January 9, 2015 agreement, the Company concluded that the new credit agreement represented a modification of the debt. As a modification, the original issue discount and deferred financing fees associated with the original borrowings carried forward to the new borrowings. Any fees paid to or received from these lenders are recorded as an adjustment to the original issue discount. Any fees paid to third parties are recorded as expense. The Company received a net refund of $2.4 million from the original lenders under the January 9, 2015 agreement, which was treated as a reduction to the original issue discount and deferred financing fees. Further, because the level of participation in the borrowings by the lenders under the original credit agreement was significantly less under the new agreement than under the original agreement, the Company recognized a debt modification expense of $12.4 million related to a portion of the original issue discount and deferred financing fees from the old agreement. This $12.4 million expense is recorded as a loss on financing activities within the consolidated statement of operations. Following this write-off, the Company had original issue discount of $3.9 million and deferred financing fees of $1.1 million related to the February 6, 2015 credit facilities. As of September 30, 2015 , there were no amounts outstanding under the revolving credit facility and $100.0 million was available for borrowing. Interest expense for the three and nine months ended September 30, 2015 was $5.5 million , inclusive of $0.3 million amortization of debt issuance costs and $0.8 million of payments related to the interest rate swaps described below, and $16.3 million , inclusive of $1.0 million amortization of debt issuance costs and $1.3 million of payments related to the interest rate swaps, respectively. Long-term debt is summarized as follows (in thousands): As of September 30, 2015 2.95% Senior Secured Note due fiscal 2020 ($560,625 face value less unamortized discount of $3,318) $ 557,307 Less: amounts due in next twelve months ($28,750 face value less unamortized discount of $865) (27,885 ) Total $ 529,422 The credit agreement contains customary representations and warranties, events of default and financial and other covenants, including covenants that require the Company to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The Company's compliance with the two financial covenants is measured as of the end of each fiscal quarter. The Company was in compliance with these financial covenants as of September 30, 2015 . Swap agreements Through its senior secured term loan facility, the Company is exposed to interest rate risk. To minimize the impact of changes in interest rates on its interest payments, in April 2015, the Company entered into three interest rate swap agreements with financial institutions to swap a portion of its variable-rate interest payments for fixed-rate interest payments. The interest rate swap derivative financial instruments are recorded on the consolidated balance sheet at fair value, which is based on observable market-based expectations of future interest rates. At hedge inception, the Company entered into interest rate swap arrangements with notional amounts totaling $287.5 million . The swap was structured to have a declining notional amount which matches the amortization schedule of the term loan. As of September 30, 2015, the principal amount hedged was $280.3 million . The interest rate swap agreements mature in February 2020 and have periodic interest settlements, both consistent with the terms of the Company's senior secured term loan facility. Under this agreement, the Company is entitled to receive a floating rate based on the 1-month London interbank offered rate and obligated to pay an average fixed rate of 1.282% on the outstanding notional amount. The Company has designated the interest rate swap as a cash flow hedge of the variability of interest payments under its senior secured term loan facility due to changes in the LIBOR benchmark interest rate. The difference between cash paid and received is recorded within interest expense on the consolidated statement of operations. As of September 30, 2015, the fair value of the interest rate swaps was a liability of $2.3 million and was recorded in the Company's consolidated balance sheet within other long-term liabilities. For the three and nine months ended September 30, 2015, the change in fair value of the swaps, net of tax, of $2.1 million and $1.4 million was reported as a component of accumulated other comprehensive income. There was no hedge ineffectiveness as of September 30, 2015. Changes in fair value are reclassified from accumulated other comprehensive income into earnings in the same period in which the hedged item affects earnings. If, at any time, the swap is determined to be ineffective, in whole or in part, due to changes in the interest rate swap or underlying debt agreements, the fair value of the portion of the swap determined to be ineffective will be recognized as a gain or loss in the consolidated statement of operations for the applicable period.

Noncontrolling Interest

Noncontrolling Interest	9 Months Ended
	Sep. 30, 2015
Noncontrolling Interest [Abstract]
Noncontrolling interest	Noncontrolling interest In July 2012, the Company entered into an agreement with an entity created for the sole purpose of providing consulting services for the Company on an exclusive basis. The Company’s relationship with the entity was governed by a services agreement and other documents that provided the entity’s owners the conditional right to require the Company to purchase their ownership interests (the “Put Option”), for a price based on a formula set forth in the agreement, at any time after certain conditions were satisfied through December 31, 2014. The equity interest in this entity was classified as a redeemable noncontrolling interest. During the three months ended June 30, 2014, management determined that it was probable that the Put Option would become exercisable prior to its expiration. As of September 30, 2014, the conditions to exercise the Put Option had not been satisfied. As a result, the redeemable noncontrolling interest was recorded at its estimated redemption amount of $6.8 million as of September 30, 2014. For the three and nine months ended September 30, 2014, the Company recorded net loss and accretion to redemption value of $0.2 million and $6.9 million , respectively. This change was recorded in additional paid-in capital on the consolidated balance sheet, as the Company had an accumulated deficit as of September 30, 2014. In addition, the accretion to redemption value was recorded as a reduction to net income attributable to common stockholders on the consolidated statements of operations for the three and nine months ended September 30, 2014. On December 5, 2014, the conditions required for the entity's owners to exercise the Put Option were satisfied, and the entity's owners exercised the Put Option. The Company paid $6.1 million to acquire 100% of the ownership interests. Prior to the exercise of the Put Option, the Company had a 0% interest in this entity. In conjunction with the exercise of the Put Option, the Company recorded a deferred tax asset of $3.4 million related to basis differences. As a result of the exercise of the Put Option, there was no noncontrolling interest for the three and nine months ended September 30, 2015.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Stockholders' equity	Stockholders’ equity On May 8, 2013, the Company’s Board of Directors authorized the Company to repurchase an additional $100 million of the Company’s common stock under its share repurchase program, bringing the total authorized repurchase amount under the program to $450 million since its inception. The Company repurchased 677,503 shares of its common stock at a total cost of approximately $33.0 million in the three and nine months ended September 30, 2015, pursuant to its share repurchase program. The Company repurchased 366,897 and 821,859 shares of its common stock at a total cost of approximately $18.0 million and $41.8 million in the three and nine months ended September 30, 2014, respectively. The total amount of common stock purchased from inception under the program through September 30, 2015 was 17,435,688 shares at a total cost of $431.8 million . All such repurchases have been made in the open market, and all repurchased shares have been retired as of September 30, 2015 . No minimum number of shares subject to repurchase has been fixed, and the share repurchase authorization has no expiration date. As of September 30, 2015 , the remaining authorized repurchase amount was $18.2 million . Equity offering On January 21, 2015, the Company closed the registered public offering of 3,650,000 shares of common stock by the Company, and pursuant to registration rights granted by the Company to the Seller in connection with the acquisition of Royall, 1,755,000 shares of common stock held by the Seller that were issued to the Seller as the equity component of the acquisition consideration. The shares were sold at a price to public of $43.00 per share, less an underwriting discount of $1.935 per share, for a net per share purchase price of $41.065 . The Company also incurred selling costs of $1.1 million directly related to this equity offering. The net proceeds received by the Company were approximately $148.8 million after deducting the underwriting discount and selling costs. As of September 30, 2015, the Seller held no shares of the common stock issued to it as acquisition consideration.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Compensation	Stock-based compensation Royall inducement plan On January 9, 2015, in conjunction with the Royall acquisition, the Company created The Advisory Board Company Inducement Stock Incentive Plan for Royall Employees to enable the Company to award options and restricted stock units to persons employed by Royall as an inducement to employees entering into and continuing employment with the Company or its current or future subsidiaries upon consummation of the Royall acquisition. Under the terms of this plan, the aggregate number of shares issuable pursuant to all awards may not exceed 1,906,666 . The awards consisted of performance-based stock options to purchase an aggregate of 1,751,000 shares of common stock and performance-based restricted stock units ("RSUs") for an aggregate of 145,867 shares of common stock. Both the performance-based stock options and performance-based RSUs are also subject to service conditions. Stock options granted under the inducement plan have an exercise price equal to $49.92 , which was the closing price of the Company’s common stock on January 9, 2015 as reported on the NASDAQ Global Select Market. The stock options have a seven -year term and are eligible to vest, if performance-based vesting criteria are satisfied, in installments commencing in January 2017 and ending in January 2020. The RSUs were valued at $49.92 and are also eligible to vest in installments commencing in January 2017 and ending in January 2020, subject to satisfaction of performance-based vesting criteria. The vesting criteria in both cases are based on performance of the Royall programs and services. The aggregate grant date fair value of the performance-based stock options, assuming all performance targets are met, is estimated to be approximately $26.8 million . The aggregate grant date fair value of the performance-based RSUs, assuming all performance targets are met, is estimated at approximately $7.3 million . As of September 30, 2015, the Company expects that Royall will achieve 70% to 99% of the performance targets, which would result in vesting of 50% of the performance-based stock options and 50% of the RSUs eligible to vest, subject to forfeitures. The option and RSU awards are reflected in the following tables. The actual stock-based compensation expense the Company will recognize is dependent upon, but not limited to, Royall satisfying the applicable performance conditions and continued employment of award recipients at the time performance conditions are met. The actual amount the Company will recognize may increase or decrease based on Royall's actual results and the employment status of the award recipients at the time performance conditions are met. Stock incentive plans On June 9, 2015, the Company's stockholders approved an amendment to the Company's 2009 Stock Incentive Plan (the “2009 Plan”) that increased the number of shares of common stock authorized for issuance under the plan by 3,800,000 shares. The aggregate number of shares of the Company’s common stock available for issuance under the 2009 Plan, as amended, may not e xceed 10,535,000 . On June 23, 2014, the Compensation Committee of the Board of Directors approved a long-term incentive plan ("LTIP") pursuant to which nonqualified stock options and RSUs would be granted under the 2009 Plan to certain executive officers of the Company. As of September 30, 2015, 970,937 nonqualified stock options and 104,026 RSUs have been granted pursuant to the LTIP. The awards are subject to both performance and market conditions and portions will vest, with all awards vesting if the highest levels are achieved, based upon the achievement of specified levels of both sustained contract value and sustained stock price during the performance period, which could extend to March 31, 2019 . The vesting of the RSUs also is subject to a one -year service condition, which requires the recipient to remain employed with the Company for at least one year following the date on which the applicable performance and market conditions are achieved. The Company has concluded that it is probable that all awards will vest at the highest level of achievements over a five -year period. The estimated requisite service period, which includes the current estimate of the time to achieve the performance and market conditions at the highest level is five years for the stock options and six years for the RSUs, inclusive of the one -year service condition. The option and RSU awards are reflected in the following tables. The following table summarizes the changes in common stock options granted under the Company’s stock incentive plans during the nine months ended September 30, 2015 and 2014 : Nine Months Ended September 30, 2015 2014 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding, beginning of period 2,741,297 $ 42.19 2,018,334 $ 28.91 Granted 2,102,916 50.45 1,238,669 53.39 Exercised (144,739 ) 22.53 (427,637 ) 16.21 Forfeited (769,669 ) 50.10 — — Outstanding, end of period 3,929,805 $ 45.78 2,829,366 $ 41.55 Exercisable, end of period 1,095,226 $ 31.90 The weighted average fair value of the options granted during the nine months ended September 30, 2015 is estimated at $15.49 per share on the date of grant using the following weighted average assumptions: risk-free interest rate of 1.6% ; an expected term of approximately 5.1 years; expected volatility of 31.30% ; and dividend yield of 0.0% over the expected life of the option. The following table summarizes the changes in RSUs granted under the Company’s stock incentive plans during the nine months ended September 30, 2015 and 2014 : Nine Months Ended September 30, 2015 2014 Number of RSUs Weighted average grant date fair value Number of RSUs Weighted average grant date fair value Non-vested, beginning of period 1,046,582 $ 45.84 986,422 $ 38.66 Granted 518,770 52.00 465,929 49.63 Forfeited (109,157 ) 50.32 (4,188 ) 48.80 Vested (362,654 ) 43.43 (393,977 ) 32.20 Non-vested, end of period 1,093,541 $ 49.12 1,054,186 $ 45.88 No RSUs with performance and market conditions vested during the nine months ended September 30, 2015 . The Company recognized stock-based compensation expense in the following consolidated statements of operations line items for stock options and RSUs for the three and nine months ended September 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Stock-based compensation expense included in: Costs and expenses: Cost of services $ 2,423 $ 1,916 $ 6,881 $ 5,387 Member relations and marketing 1,306 1,141 3,907 3,065 General and administrative 3,365 3,118 11,342 7,687 Depreciation and amortization — — — — Total costs and expenses $ 7,094 $ 6,175 $ 22,130 $ 16,139 There are no stock-based compensation costs capitalized as part of the cost of an asset. As of September 30, 2015 , $64.4 million of total unrecognized compensation cost related to outstanding options and non-vested RSUs was expected to be recognized over a weighted average period of 2.8 years.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Income taxes	Income taxes The Company's effective tax rates were 58.2% and 8.6% for the three months ended September 30, 2015 and 2014, respectively. The effective tax rates were 1,955.6% and 32.0% for the nine months ended September 30, 2015 and 2014, respectively. The tax expense of the pre-tax income for the nine months ended September 30, 2015 was adjusted for the impact of a $10.8 million discrete item related to the write-off of accumulated Washington, D.C. tax credits in the three months ended March 31, 2015. The write-off was a result of changes in the District of Columbia tax laws effective January 1, 2015 and resulted in income tax expense for the nine months ended September 30, 2015. The effective tax rate was increased by this discrete item, the non-deductible portion of the acquisition costs related to the Company's purchase of Royall, and lower pre-tax book income due to the Company's loss on financing activities. The Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken for the financial statement recognition and measurement of a tax position. If a tax position does not meet the more-likely-than-not initial recognition threshold, no benefit is recorded in the financial statements. The Company does not anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months. The Company classifies interest and penalties on any unrecognized tax benefits as a component of the provision for income taxes. The Company recognized $0.3 million of interest in the consolidated statements of operations for the nine months ended September 30, 2015 and no interest or penalties in the consolidated statements of operations for the nine months ended September 30, 2014. The Company files income tax returns in U.S. federal and state and foreign jurisdictions. With limited exceptions, the Company is no longer subject to U.S. federal, state, and local tax examinations for filings in major tax jurisdictions before 2008.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Earnings per share	Earnings per share Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares and potentially dilutive common shares outstanding during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method, using the Company’s prevailing tax rates. Certain potential common share equivalents were not included in the computation because their effect was anti-dilutive. A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Basic weighted average common shares outstanding 42,320 36,191 41,900 36,270 Effect of dilutive outstanding stock-based awards 468 512 — 713 Diluted weighted average common shares outstanding 42,788 36,703 41,900 36,983 In the three months ended September 30, 2015 and 2014, 0.7 million and 0.8 million shares, respectively, related to share-based compensation awards have been excluded from the calculation of the effect of dilutive outstanding stock-based awards shown above because their effect was anti-dilutive. In the nine months ended September 30, 2015 and 2014, 2.7 million and 0.6 million shares, respectively, related to share-based compensation awards have been excluded from the calculation of the effect of dilutive outstanding stock-based awards shown above because their effect was anti-dilutive. As of September 30, 2015 , the Company had 2.0 million nonqualified stock options and 0.3 million RSUs that contained either performance or market conditions, or both, and therefore are treated as contingently issuable awards. As of September 30, 2014, the Company had 1.0 million nonqualified stock options and 0.2 million RSUs that contained either performance or market conditions and were treated as contingently issuable awards. These awards are excluded from diluted earnings per share until the reporting period in which the necessary conditions are achieved. To the extent all necessary conditions have not yet been satisfied, the number of contingently issuable shares included in diluted earnings per share will be based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. As of September 30, 2015 and 2014, none of these contingently issuable awards has been included within the diluted earnings per share calculations.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 30, 2015, the Company entered into an amendment to its credit agreement dated February 6, 2015. The credit agreement originally provided for senior secured credit facilities consisting of an undrawn revolver with $100 million in capacity and a term loan with outstanding debt immediately prior to the amendment of $560.6 million in aggregate principal amount. As amended, the credit agreement now provides for a revolver with $200 million in capacity (of which $100 million was drawn in connection with the execution of the amendment to fund prepayments of outstanding term loan debt) and a term loan with outstanding debt in aggregate principal amount of $460.6 million . The amendment also reduced the Company's expected annual interest rate on revolving and term loan debt from the applicable London interbank offered rate plus an initial margin of 2.75% to the applicable London interbank offered rate plus an initial margin of 2.25% , subject to adjustment based on the Company’s total leverage ratio. In connection with the execution of the amendment, the Company incurred approximately $0.2 million of fees that will be recorded as a debt discount. The loss on financing activities to be recognized related to this refinancing activity is expected to be immaterial. On November 4, 2015, the Company’s Board of Directors authorized an increase in its share repurchase program of up to an additional $100 million in repurchases of the Company’s common stock, bringing the total amount authorized to be repurchased under the program $550 million since its inception.

Recent Accounting Pronounceme24

Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	Recent accounting pronouncements Recently issued In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance related to revenue recognition. The new standard supersedes most of the existing revenue recognition guidance under GAAP, and requires revenue to be recognized when goods or services are transferred to a customer in an amount that reflects the consideration a company expects to receive. The new standard may require more judgment and estimates relating to the recognition of revenue, which could result in additional disclosures to the financial statements. The original effective date of the new standard was for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In July 2015, the FASB decided to defer by one year the effective date of this new revenue recognition standard. As a result, the new standard will be effective for annual reporting periods beginning after December 15, 2017, with an option that permits companies to adopt the standard as early as the original effective date. Early application prior to the original effective date is not permitted. The Company plans to adopt this standard on January 1, 2018 and is currently evaluating the revenue recognition effect this guidance will have once implemented. In June 2014, the FASB issued accounting guidance related to share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. This guidance clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. The standard is effective for fiscal years beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In August 2014, the FASB issued guidance on the assessment of an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The guidance requires such an assessment for a period of one year after the date that the financial statements are issued. Further, based on certain conditions and circumstances, additional disclosures may be required. The applicable guidance is effective beginning with the first annual period ending after December 15, 2016, and for all annual reporting and interim periods thereafter. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In February 2015, the FASB issued guidance on amendments to the consolidation analysis. The new guidance requires management to reevaluate all legal entities under a revised consolidation model that will (i) modify the evaluation of whether limited partnership and similar legal entities are variable interest entities (“VIEs”), (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 under the Investment Company Act of 1940 for registered money market funds. The guidance is effective for annual reporting and interim periods beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In April 2015, the FASB issued guidance on the presentation of debt issuance costs. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for annual reporting and interim periods beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In September 2015, the FASB issued new guidance that eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes to the financial statements. The guidance is effective for annual reporting and interim periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
Schedule of Business Acquisitions, by Acquisition	Total consideration consisted of the following (in thousands): Net cash paid (1) $ 744,193 Fair value of equity issued 121,224 Total $ 865,417 (1) Net of cash acquired of $7,065 .
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination	The preliminary purchase price allocation to other identifiable intangible assets is as follows (in thousands): Estimated average useful lives (years) Estimated fair value Trade name 10 $ 10,000 Customer relationships 17 252,000 Total $ 262,000 The fair value and useful lives assigned to Royall’s technology were based on valuation studies utilizing widely accepted valuation methodologies and principles. The technology is classified as software within property and equipment because the developed software application resides on the Company’s or its service providers’ hardware. The preliminary purchase price allocation to Royall's technology, included in property and equipment, net on the consolidated balance sheets, is as follows (in thousands): Estimated average useful lives (years) Estimated fair value Technology - database and analytics 4 $ 13,000 Technology - developed software 8 25,000 Total $ 38,000
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	A preliminary purchase price allocation resulting from the acquisition of Royall is set forth below (in thousands): As of January 9, 2015 Consideration paid for the acquisition $ 865,417 Allocated to: Membership fees receivable, net 29,239 Prepaid expenses and other current assets 7,479 Property and equipment 44,209 Intangible assets, net 262,000 Deferred revenue, current (18,300 ) Accounts payable and accrued liabilities (5,308 ) Deferred income taxes, net of current portion (107,655 ) Preliminary fair value of net assets acquired $ 211,664 Preliminary allocation to goodwill $ 653,753
Business Acquisition, Pro Forma Information	The unaudited pro forma results are set forth below (in thousands): Unaudited Pro Forma Results Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 200,328 $ 166,550 $ 579,986 $ 493,062 Net income (loss) attributable to common stockholders 1,856 2,605 11,486 (14,754 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurements of Financial Assets and Liabilities on Recurring Basis	The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the necessary disclosures are as follows (in thousands): Fair value as of September 30, Fair value measurement as of September 30, 2015 2015 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 56,075 $ 56,075 $ — $ — Common stock warrants (1) 440 — — 440 Financial liabilities Contingent earn-out liabilities (2) 7,025 — — 7,025 Interest rate swaps 2,281 — 2,281 — Fair value as of December 31, Fair value measurement as of December 31, 2014 using fair value hierarchy 2014 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 72,936 $ 72,936 $ — $ — Available-for-sale marketable securities 14,714 — 14,714 — Common stock warrants (1) 370 — — 370 Financial liabilities Contingent earn-out liabilities (2) 12,946 — — 12,946 (1) The fair value of the common stock warrants as of September 30, 2015 and December 31, 2014 was calculated to be $0.20 and $0.22 per share, respectively, using a Black-Scholes-Merton model. The significant assumptions as of September 30, 2015 were as follows: risk-free interest rate of 1.1% ; expected term of 3.7 years; expected volatility of 73.9% ; dividend yield of 0.0% ; weighted average share price of $0.52 per share; and warrants expected to become exercisable for between 1,776,500 and 2,157,500 shares. The significant assumptions as of December 31, 2014 were as follows: risk-free interest rate of 1.6% ; expected term of 4.5 years; expected volatility of 76.1% ; dividend yield of 0.0% ; weighted average share price of $0.49 per share; and warrants expected to become exercisable for approximately 1,776,500 shares. (2) This fair value measurement is based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and general macroeconomic environment and industry trends.
Reconciliation Of Change In Fair Value Of Common Stock Warrants Table	The following table represents a reconciliation of the change in the fair value of the common stock warrants for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Beginning balance $ 440 $ 370 $ 370 $ 550 Fair value change in common stock warrants (1) — — 70 (180 ) Ending balance $ 440 $ 370 $ 440 $ 370 (1) Amounts were recognized in other income, net on the consolidated statements of operations.
Reconciliation of Change in Contingent Earn-out Liabilities	The following table represents a reconciliation of the change in the contingent earn-out liabilities for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Beginning balance $ 8,416 $ 5,850 $ 12,946 $ 12,800 Fair value change in Southwind contingent earn-out liability (1) 40 (100 ) 249 (4,250 ) Fair value change in GradesFirst contingent earn-out liability (1) 200 — 200 — Fair value change in Clinovations contingent earn-out liability (1) (1,297 ) — (2,589 ) — Fair value change in 360Fresh contingent earn-out liability (1) — (300 ) — (300 ) Southwind earn-out payments (334 ) (275 ) (2,281 ) (3,075 ) 360Fresh earn-out payments — — (1,500 ) — Ending balance $ 7,025 $ 5,175 $ 7,025 $ 5,175 (1) Amounts were recognized in cost of services on the consolidated statements of operations.

Marketable Securities (Tables)

Marketable Securities (Tables)	9 Months Ended
	Sep. 30, 2015
Investments, Debt and Equity Securities [Abstract]
Aggregate Value, Amortized Cost, Gross Unrealized Gains, and Gross Unrealized Losses on Available-for-Sale Marketable Securities	The aggregate fair value, amortized cost, gross unrealized gains, and gross unrealized losses on available-for-sale marketable securities as of December 31, 2014 are as follows (in thousands): As of December 31, 2014 Fair value Amortized cost Gross unrealized gains Gross unrealized losses U.S. government-sponsored enterprises $ 1,915 $ 1,915 $ — $ — Tax exempt obligations of states 12,799 12,647 152 — $ 14,714 $ 14,562 $ 152 $ —

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consists of the following (in thousands): As of September 30, 2015 December 31, 2014 Leasehold improvements $ 61,795 $ 54,156 Furniture, fixtures, and equipment 60,872 51,593 Software 197,526 132,949 Property and equipment, gross 320,193 238,698 Accumulated depreciation and amortization (137,259 ) (103,591 ) Property and equipment, net $ 182,934 $ 135,107

Goodwill and Intangibles (Table

Goodwill and Intangibles (Tables)	9 Months Ended
	Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	The following illustrates the change in the goodwill balance for the nine months ended September 30, 2015 (in thousands): As of September 30, 2015 Beginning of period $ 186,895 Acquisitions 655,803 Purchase accounting adjustment 161 Ending balance $ 842,859
Gross and Net Carrying Balances and Accumulated Amortization of Intangibles	The gross and net carrying balances and accumulated amortization of intangibles are as follows (in thousands): As of September 30, 2015 As of December 31, 2014 Weighted average useful life Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Intangibles Internally developed software for sale 5.0 $ 16,118 $ (6,041 ) $ 10,077 $ 13,268 $ (4,009 ) $ 9,259 Acquired intangibles: Developed software 6.1 19,250 (11,975 ) 7,275 19,250 (10,238 ) 9,012 Customer relationships 16.2 277,710 (21,439 ) 256,271 25,610 (8,662 ) 16,948 Trademarks 8.6 14,900 (4,123 ) 10,777 4,900 (3,048 ) 1,852 Non-compete agreements 3.8 1,500 (1,437 ) 63 1,600 (1,234 ) 366 Customer contracts 4.7 6,449 (5,472 ) 977 6,449 (4,913 ) 1,536 Total intangibles $ 335,927 $ (50,487 ) $ 285,440 $ 71,077 $ (32,104 ) $ 38,973

Investment in unconsolidated 30

Investment in unconsolidated entities (Tables)	9 Months Ended
	Sep. 30, 2015
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	The equity in loss of unconsolidated entities on the consolidated statement of operations consisted of the following (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Evolent Inc. $ (1,362 ) $ — $ (2,416 ) $ — Evolent LLC (1,232 ) (1,197 ) (6,822 ) (6,078 ) Tax (expense) benefits (695 ) — 7,570 — Equity in loss of unconsolidated entities $ (3,289 ) $ (1,197 ) $ (1,668 ) $ (6,078 )
Evolent LLC
Schedule of Equity Method Investments [Line Items]
Summary of Financial Position of Evolent LLC	The following is a summary of the financial position of Evolent LLC as of the dates presented (unaudited, in thousands). The period from June 4 to September 30, 2015 includes the effects of purchase accounting pushed down to Evolent LLC as part of the IPO that occurred on June 4, 2015. As of September 30, 2015 December 31, 2014 Assets: Current assets $ 245,562 $ 56,718 Non-current assets 809,947 27,586 Total assets $ 1,055,509 $ 84,304 Liabilities and Members’ Equity: Current liabilities $ 89,814 $ 55,801 Total liabilities 89,814 55,801 Members’ equity 965,695 28,503 Total liabilities and members’ equity $ 1,055,509 $ 84,304
Summary of Operating Results of Evolent LLC	The following is a summary of the operating results of Evolent LLC for the periods presented (unaudited, in thousands), which include the effects of purchase accounting pushed down to Evolent LLC as part of the IPO that occurred on June 4, 2015. The period from June 4 to September 30, 2015 reflects the impact of the push down accounting that was recorded on the Evolent LLC financial statements. Three Months Ended Period June 4 - September 30 Period January 1 - June 3 Nine Months Ended 2015 2014 2015 2015 2014 Revenue $ 40,406 $ 29,896 $ 50,820 $ 61,814 $ 74,161 Cost of revenue (exclusive of depreciation and amortization) 24,762 19,326 32,649 44,839 52,193 Gross profit 15,644 10,570 18,171 16,975 21,968 Operating loss (17,246) (6,105) (28,785) (44,119) (30,710) Net loss (17,192) (6,051) (28,718) (44,079) (30,593)

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Long-term debt is summarized as follows (in thousands): As of September 30, 2015 2.95% Senior Secured Note due fiscal 2020 ($560,625 face value less unamortized discount of $3,318) $ 557,307 Less: amounts due in next twelve months ($28,750 face value less unamortized discount of $865) (27,885 ) Total $ 529,422

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Changes in Common Stock Options	The following table summarizes the changes in common stock options granted under the Company’s stock incentive plans during the nine months ended September 30, 2015 and 2014 : Nine Months Ended September 30, 2015 2014 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding, beginning of period 2,741,297 $ 42.19 2,018,334 $ 28.91 Granted 2,102,916 50.45 1,238,669 53.39 Exercised (144,739 ) 22.53 (427,637 ) 16.21 Forfeited (769,669 ) 50.10 — — Outstanding, end of period 3,929,805 $ 45.78 2,829,366 $ 41.55 Exercisable, end of period 1,095,226 $ 31.90
Summary of Changes in RSUs	The following table summarizes the changes in RSUs granted under the Company’s stock incentive plans during the nine months ended September 30, 2015 and 2014 : Nine Months Ended September 30, 2015 2014 Number of RSUs Weighted average grant date fair value Number of RSUs Weighted average grant date fair value Non-vested, beginning of period 1,046,582 $ 45.84 986,422 $ 38.66 Granted 518,770 52.00 465,929 49.63 Forfeited (109,157 ) 50.32 (4,188 ) 48.80 Vested (362,654 ) 43.43 (393,977 ) 32.20 Non-vested, end of period 1,093,541 $ 49.12 1,054,186 $ 45.88
Summary of Stock-based Compensation Expense	The Company recognized stock-based compensation expense in the following consolidated statements of operations line items for stock options and RSUs for the three and nine months ended September 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Stock-based compensation expense included in: Costs and expenses: Cost of services $ 2,423 $ 1,916 $ 6,881 $ 5,387 Member relations and marketing 1,306 1,141 3,907 3,065 General and administrative 3,365 3,118 11,342 7,687 Depreciation and amortization — — — — Total costs and expenses $ 7,094 $ 6,175 $ 22,130 $ 16,139

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding	A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Basic weighted average common shares outstanding 42,320 36,191 41,900 36,270 Effect of dilutive outstanding stock-based awards 468 512 — 713 Diluted weighted average common shares outstanding 42,788 36,703 41,900 36,983

Acquisitions - Additional Infor

Acquisitions - Additional Information (Detail) $ / shares in Units, $ in Thousands		Jan. 21, 2015shares	Jan. 09, 2015USD ($)$ / sharesshares	Sep. 30, 2015USD ($)	Jun. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)acquisition	Dec. 31, 2014USD ($)acquisition	Sep. 30, 2014USD ($)
Business Acquisition [Line Items]
Share price (dollars per share) | $ / shares			$ 49.92
Purchase accounting adjustment							$ 161
Depreciation and amortization				$ 18,494		$ 9,679	55,067		$ 27,225
Interest expense				5,450		0	16,333		0
Revenue				200,238		144,220	564,694		424,041
Gains (loss) on financing activities				0		0	(17,398)		0
Cash paid for acquisition, net of cash acquired							$ 746,693		25,830
Estimated average useful lives (years)							15 years 2 months
Goodwill				842,859			$ 842,859	$ 186,895
Royall Acquisition Co.
Business Acquisition [Line Items]
Cash acquired from acquisition			$ 7,065
Fair value of equity issued			$ 121,224
Equity interest issued (shares) | shares		1,755,000	2,428,364
Consecutive trading days			15 days
Share price (dollars per share) | $ / shares			$ 49.92
Equity interest issued, pricing collar ceiling (dollars per share) | $ / shares			$ 41.18
Income tax analysis period (no longer than) (years)			1 year
Intangible assets, purchase accounting adjustment					$ 17,000
Purchase accounting adjustment					(10,000)
Increase in deferred tax liabilities due to purchase price adjustment					$ 7,000
Expected tax deductible amount			$ 107,700
Transaction costs			9,900
Acquisition related costs							6,600	3,300
Revenue of acquiree since acquisition date, actual							73,100
Net income attributable to common stockholders, actual							$ 11,200
Cash paid for acquisition, net of cash acquired	[1]		744,193
Goodwill			$ 653,753
September 2015 Acquisition
Business Acquisition [Line Items]
Number of businesses acquired | acquisition							1
Cash paid for acquisition, net of cash acquired							$ 2,500
Finite-lived intangible assets				500			$ 500
Estimated average useful lives (years)							3 years
Goodwill				$ 2,000			$ 2,000
Transition Period Acquisitions
Business Acquisition [Line Items]
Expected tax deductible amount								$ 33,900
Number of businesses acquired | acquisition								3
Cash paid for acquisition, net of cash acquired								$ 71,300
Finite-lived intangible assets								$ 16,600
Estimated average useful lives (years)								8 years 3 months 18 days
Goodwill								$ 57,700
Amortization Expense | Royall Acquisition Co.
Business Acquisition [Line Items]
Depreciation and amortization						3,900	400		11,800
Interest Expense Elimination | Royall Acquisition Co.
Business Acquisition [Line Items]
Interest expense						4,600	15,000		13,700
Non-recurring Transaction Expense | Royall Acquisition Co.
Business Acquisition [Line Items]
Non-recurring transaction expense									9,900
Acquisition-related Costs | Royall Acquisition Co.
Business Acquisition [Line Items]
Acquisition related costs							(6,600)
Revenue Expense | Royall Acquisition Co.
Business Acquisition [Line Items]
Revenue							12,500		(12,500)
Compensation Expense | Royall Acquisition Co.
Business Acquisition [Line Items]
Compensation expense						$ 1,500	100		4,400
Non-recurring Loss | Royall Acquisition Co.
Business Acquisition [Line Items]
Gains (loss) on financing activities							$ 17,400		$ (17,400)
[1]	Net of cash acquired of $7,065

Acquisitions - Consideration (D

Acquisitions - Consideration (Details) - USD ($) $ in Thousands		Jan. 09, 2015	Sep. 30, 2015	Sep. 30, 2014
Business Acquisition [Line Items]
Net cash paid			$ 746,693	$ 25,830
Royall Acquisition Co.
Business Acquisition [Line Items]
Net cash paid	[1]	$ 744,193
Fair value of equity issued		121,224
Total		$ 865,417
[1]	Net of cash acquired of $7,065

Acquisitions - Finite-lived Int

Acquisitions - Finite-lived Intangible Assets Acquired (Details) - USD ($) $ in Thousands	Jan. 09, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Estimated average useful lives (years)		15 years 2 months
Royall Acquisition Co.
Business Acquisition [Line Items]
Estimated Fair Value - Intangible Assets	$ 262,000
Estimated Fair Value- Property and equipment, net	$ 44,209
Trade Names | Royall Acquisition Co.
Business Acquisition [Line Items]
Estimated average useful lives (years)	10 years
Estimated Fair Value - Intangible Assets	$ 10,000
Customer relationships | Royall Acquisition Co.
Business Acquisition [Line Items]
Estimated average useful lives (years)	17 years
Estimated Fair Value - Intangible Assets	$ 252,000
Technology | Royall Acquisition Co.
Business Acquisition [Line Items]
Estimated Fair Value- Property and equipment, net	$ 38,000
Technology - database and analytics | Royall Acquisition Co.
Business Acquisition [Line Items]
Estimated average useful lives (years)	4 years
Estimated Fair Value- Property and equipment, net	$ 13,000
Technology - developed software | Royall Acquisition Co.
Business Acquisition [Line Items]
Estimated average useful lives (years)	8 years
Estimated Fair Value- Property and equipment, net	$ 25,000

Acquisitions - Recognized Ident

Acquisitions - Recognized Identified Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands	Jan. 09, 2015	Sep. 30, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Preliminary allocation to goodwill		$ 842,859	$ 186,895
Royall Acquisition Co.
Business Acquisition [Line Items]
Consideration paid for the acquisition	$ 865,417
Membership fees receivable, net	29,239
Prepaid expenses and other current assets	7,479
Property and equipment	44,209
Intangible assets, net	262,000
Deferred revenue, current	(18,300)
Accounts payable and accrued liabilities	(5,308)
Deferred income taxes, net of current portion	(107,655)
Preliminary fair value of net assets acquired	211,664
Preliminary allocation to goodwill	$ 653,753

Acquisitions - Pro Forma Inform

Acquisitions - Pro Forma Information (Details) - Royall Acquisition Co. - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Business Acquisition [Line Items]
Revenue	$ 200,328	$ 166,550	$ 579,986	$ 493,062
Net income (loss) attributable to common stockholders	$ 1,856	$ 2,605	$ 11,486	$ (14,754)

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 15, 2014	Nov. 07, 2014	Nov. 15, 2012	Dec. 31, 2009	Jun. 30, 2009
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common stock warrants	6,015,000
Significant transfers between Level 1, Level 2,or Level 3	$ 0	$ 0
Fair value of the common stock warrants (dollars per share)	$ 0.20		$ 0.22					$ 0
Fair value adjustments	$ 0	$ 0
Southwind
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of estimated additional contingent payments	1,300,000						$ 5,600,000
Final earn-out payment	20,200,000
360 Fresh
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of estimated additional contingent payments						$ 2,500,000
Final earn-out payment	1,500,000
Clinovations LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of estimated additional contingent payments	2,000,000				$ 4,500,000
Maximum payment to acquire business					9,500,000
Minimum payment to acquire business					$ 0
ThoughtWright LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of estimated additional contingent payments	$ 3,800,000			$ 3,600,000
Maximum payment to acquire business				4,000,000
Minimum payment to acquire business				$ 0
Common Stock Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk free interest rate (percent)	1.10%		1.60%
Expected term (years)	3 years 8 months 19 days		4 years 5 months 17 days
Expected volatility rate (percent)	73.90%		76.11%
Expected dividend rate (percent)	0.00%		0.00%
Exercise price (dollars per share)	$ 0.52		$ 0.49
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of warrants exercisable (shares)	1,776,500
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of warrants exercisable (shares)	2,157,500		1,776,500
Contingent Earn-Out Liabilities | Southwind
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value estimate discount rate (percent)	2.30%
Contingent Earn-Out Liabilities | Clinovations LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Expected volatility rate (percent)	25.00%
Contingent Earn-Out Liabilities | ThoughtWright LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value estimate discount rate (percent)	2.10%
Contingent Earn-Out Liabilities | Minimum | Clinovations LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value estimate discount rate (percent)	6.90%
Contingent Earn-Out Liabilities | Maximum | Clinovations LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value estimate discount rate (percent)	8.50%
Reported Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Variable rate debt instruments	$ 572,800,000
Evolent LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity method investments, fair vale	$ 185,000,000

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value Measurements of Financial Assets and Liabilities on Recurring Basis (Detail) - USD ($)		Sep. 30, 2015	Dec. 31, 2014
Financial assets
Available-for-sale marketable securities		$ 0	$ 14,714,000
Recurring
Financial assets
Cash and cash equivalents		56,075,000	72,936,000
Available-for-sale marketable securities			14,714,000
Common stock warrants	[1]	440,000	370,000
Financial liabilities
Contingent earn-out liabilities	[2]	7,025,000	12,946,000
Interest rate swaps		2,281,000
Recurring | Level 1
Financial assets
Cash and cash equivalents		56,075,000	72,936,000
Available-for-sale marketable securities			0
Common stock warrants	[1]	0	0
Financial liabilities
Contingent earn-out liabilities	[2]	0	0
Interest rate swaps		0
Recurring | Level 2
Financial assets
Cash and cash equivalents		0	0
Available-for-sale marketable securities			14,714,000
Common stock warrants	[1]	0	0
Financial liabilities
Contingent earn-out liabilities	[2]	0	0
Interest rate swaps		2,281,000
Recurring | Level 3
Financial assets
Cash and cash equivalents		0	0
Available-for-sale marketable securities			0
Common stock warrants	[1]	440,000	370,000
Financial liabilities
Contingent earn-out liabilities	[2]	7,025,000	$ 12,946,000
Interest rate swaps		$ 0
[1]	The fair value of the common stock warrants as of September 30, 2015 and December 31, 2014 was calculated to be $0.20 and $0.22 per share, respectively, using a Black-Scholes-Merton model. The significant assumptions as of September 30, 2015 were as follows: risk-free interest rate of 1.1%; expected term of 3.7 years; expected volatility of 73.9%; dividend yield of 0.0%; weighted average share price of $0.52 per share; and warrants expected to become exercisable for between 1,776,500 and 2,157,500 shares. The significant assumptions as of December 31, 2014 were as follows: risk-free interest rate of 1.6%; expected term of 4.5 years; expected volatility of 76.1%; dividend yield of 0.0%; weighted average share price of $0.49 per share; and warrants expected to become exercisable for approximately 1,776,500 shares.
[2]	This fair value measurement is based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and general macroeconomic environment and industry trends.

Fair Value Measurements - Recon

Fair Value Measurements - Reconciliation of Change In Fair Value of Common Stock Warrants (Details) - Common Stock Warrants - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 440	$ 370	$ 370	$ 550
Fair value change in common stock warrants	[1]	0	0	70	(180)
Ending balance		$ 440	$ 370	$ 440	$ 370
[1]	Amounts were recognized in other income, net on the consolidated statements of operations.

Fair Value Measurements - Rec42

Fair Value Measurements - Reconciliation of Change in Contingent Earn-out Liabilities (Detail) - Contingent Earn-Out Liabilities - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 8,416	$ 5,850	$ 12,946	$ 12,800
Ending balance		7,025	5,175	7,025	5,175
Southwind
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Adjustment made to the fair value of contingent liability	[1]	40	(100)	249	(4,250)
Earn-out payments		(334)	(275)	(2,281)	(3,075)
ThoughtWright LLC
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Adjustment made to the fair value of contingent liability	[1]	200	0	200	0
Clinovations LLC
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Adjustment made to the fair value of contingent liability	[1]	(1,297)	0	(2,589)	0
360 Fresh
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Adjustment made to the fair value of contingent liability	[1]	0	(300)	0	(300)
Earn-out payments		$ 0	$ 0	$ (1,500)	$ 0
[1]	Amounts were recognized in cost of services on the consolidated statements of operations.

Marketable Securities - Aggrega

Marketable Securities - Aggregate Value, Amortized Cost, Gross Unrealized Gains, and Gross Unrealized Losses on Available-for-Sale Marketable Securities (Detail) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Fair value	$ 0	$ 14,714,000
Amortized cost		14,562,000
Gross unrealized gains		152,000
Gross unrealized losses		0
U.S. Government-Sponsored Enterprises
Schedule of Available-for-sale Securities [Line Items]
Fair value		1,915,000
Amortized cost		1,915,000
Gross unrealized gains		0
Gross unrealized losses		0
Tax Exempt Obligations of States
Schedule of Available-for-sale Securities [Line Items]
Fair value		12,799,000
Amortized cost		12,647,000
Gross unrealized gains		152,000
Gross unrealized losses		$ 0

Marketable Securities - Additio

Marketable Securities - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Investments, Debt and Equity Securities [Abstract]
Available-for-sale marketable securities		$ 0		$ 14,714,000
Gross realized gains on sales of available-for-sale investments	$ 0	$ 100,000	$ 900,000
Gross realized losses on sales of available-for-sale investments	$ 0		$ 500,000

Property and Equipment - Additi

Property and Equipment - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 18,494,000	$ 9,679,000	$ 55,067,000	$ 27,225,000
Capitalized leases included in property and equipment	0		0		$ 0
Property and equipment, net	182,934,000		$ 182,934,000		135,107,000
Software Development
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment (years)			5 years
Acquired Developed Technology
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment (years)			7 years
Depreciation and amortization	2,400,000	700,000	$ 7,000,000	1,900,000
Furniture, Fixtures and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment (years)			3 years
Furniture, Fixtures and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment (years)			7 years
Plant, Property and Equipment
Property, Plant and Equipment [Line Items]
Depreciation and amortization	5,100,000	3,500,000	$ 15,000,000	10,000,000
Developed software
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment (years)			5 years
Depreciation and amortization	4,800,000	$ 3,100,000	$ 14,700,000	$ 8,300,000
Property and equipment, net	$ 72,500,000		$ 72,500,000		$ 61,000,000

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Leasehold improvements	$ 61,795	$ 54,156
Furniture, fixtures, and equipment	60,872	51,593
Software	197,526	132,949
Property and equipment, gross	320,193	238,698
Accumulated depreciation and amortization	(137,259)	(103,591)
Property and equipment, net	$ 182,934	$ 135,107

Goodwill and Intangibles - Addi

Goodwill and Intangibles - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Goodwill And Intangible Assets [Line Items]
Impairment of goodwill			$ 0	$ 0
Estimated useful lives of intangible assets			3 years 9 months
Estimated average useful lives (years)			15 years 2 months
Depreciation and amortization	$ 18,494,000	$ 9,679,000	$ 55,067,000	27,225,000
Future amortization expense remainder of fiscal year ending 2015	6,000,000		6,000,000
Future amortization expense to be recorded in 2016	23,900,000		23,900,000
Future amortization expense to be recorded in 2017	23,100,000		23,100,000
Future amortization expense to be recorded in 2018	22,200,000		22,200,000
Future amortization expense to be recorded in 2019	20,300,000		20,300,000
Future amortization expense to be recorded thereafter	189,900,000		189,900,000
Intangible Assets
Goodwill And Intangible Assets [Line Items]
Depreciation and amortization	$ 6,100,000	$ 2,400,000	$ 18,400,000	$ 6,900,000
Minimum
Goodwill And Intangible Assets [Line Items]
Estimated useful lives of intangible assets			2 years
Maximum
Goodwill And Intangible Assets [Line Items]
Estimated useful lives of intangible assets			17 years

Goodwill and Intangibles - Chan

Goodwill and Intangibles - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)
Goodwill [Roll Forward]
Beginning of period	$ 186,895
Acquisitions	655,803
Purchase accounting adjustment	161
Ending balance	$ 842,859

Goodwill and Intangibles - Gros

Goodwill and Intangibles - Gross and Net Carrying Balances and Accumulated Amortization of Intangibles (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	3 years 9 months
Gross carrying amount	$ 335,927	$ 71,077
Accumulated amortization	(50,487)	(32,104)
Net carrying amount	$ 285,440	38,973
Internally developed software for sale
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	5 years
Gross carrying amount	$ 16,118	13,268
Accumulated amortization	(6,041)	(4,009)
Net carrying amount	$ 10,077	9,259
Developed software
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	6 years 1 month 6 days
Gross carrying amount	$ 19,250	19,250
Accumulated amortization	(11,975)	(10,238)
Net carrying amount	$ 7,275	9,012
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	16 years 2 months
Gross carrying amount	$ 277,710	25,610
Accumulated amortization	(21,439)	(8,662)
Net carrying amount	$ 256,271	16,948
Trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	8 years 7 months 6 days
Gross carrying amount	$ 14,900	4,900
Accumulated amortization	(4,123)	(3,048)
Net carrying amount	$ 10,777	1,852
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	3 years 9 months 18 days
Gross carrying amount	$ 1,500	1,600
Accumulated amortization	(1,437)	(1,234)
Net carrying amount	$ 63	366
Customer contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	4 years 8 months 12 days
Gross carrying amount	$ 6,449	6,449
Accumulated amortization	(5,472)	(4,913)
Net carrying amount	$ 977	$ 1,536

Investment in unconsolidated 50

Investment in unconsolidated entities - Additional Information (Detail)	Sep. 30, 2015USD ($)	Jun. 04, 2015board_seatentity	May. 08, 2015USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Schedule of Equity Method Investments [Line Items]
Payments to acquire investments			$ 3,000,000			$ 3,006,000	$ 0
Loss of unconsolidated entities				$ 3,289,000	$ 1,197,000	1,668,000	6,078,000
Investments in unconsolidated entities	$ 3,077,000			3,077,000		3,077,000		$ 9,316,000
Tax expense (benefit)				$ 7,156,000	710,000	$ 12,066,000	11,540,000
Tax receivable percentage	85.00%			85.00%		85.00%
Tax receivable agreement period (in years)						15 years
Evolent Health Inc
Schedule of Equity Method Investments [Line Items]
Equity interest (percent)	70.30%			70.30%		70.30%
Series A Preferred Stock | Evolent Health Holdings Inc
Schedule of Equity Method Investments [Line Items]
Carrying balance of the company's Series A convertible preferred investment								0
Evolent Health Holdings Inc
Schedule of Equity Method Investments [Line Items]
Equity method investments, number of entities merged | entity		2
Number of board seats held by company | board_seat		2
Evolent Health Holdings Inc | Common Class A
Schedule of Equity Method Investments [Line Items]
Stock split, conversion ratio		4
Evolent Health Inc
Schedule of Equity Method Investments [Line Items]
Equity interest (percent)		15.40%
Loss of unconsolidated entities				$ 1,300,000		$ 2,400,000
Investments in unconsolidated entities	$ 600,000			600,000		600,000
Equity method investment, discrepancy between company basis and carrying value	$ 99,000,000			$ 99,000,000		$ 99,000,000
Evolent LLC
Schedule of Equity Method Investments [Line Items]
Equity interest (percent)	8.80%			8.80%		8.80%
Loss of unconsolidated entities				$ 1,200,000	$ 1,200,000	$ 6,800,000	$ 6,100,000
Investments in unconsolidated entities	$ 2,500,000			2,500,000		2,500,000		$ 9,300,000
Valuation Allowance						6,700,000
Tax expense (benefit)				700,000		(900,000)
Equity method investment, discrepancy between company basis and carrying value	82,800,000			$ 82,800,000		$ 82,800,000
Other than temporary impairments loss, investments	$ 0
Evolent LLC | Common Class B
Schedule of Equity Method Investments [Line Items]
Stock split, conversion ratio		4
LIBOR
Schedule of Equity Method Investments [Line Items]
Tax receivable agreement, interest on tax savings (percentage)	1.00%			1.00%		1.00%

Investment in unconsolidated 51

Investment in unconsolidated entities - Equity in income (loss) of unconsolidated entities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule of Equity Method Investments [Line Items]
Tax (expense) benefits	$ (695)	$ 0	$ 7,570	$ 0
Equity in loss of unconsolidated entities	(3,289)	(1,197)	(1,668)	(6,078)
Evolent Health Inc
Schedule of Equity Method Investments [Line Items]
Equity in income (loss) of unconsolidated entities, excluding valuation allowance	(1,362)	0	(2,416)	0
Equity in loss of unconsolidated entities	(1,300)		(2,400)
Evolent LLC
Schedule of Equity Method Investments [Line Items]
Equity in income (loss) of unconsolidated entities, excluding valuation allowance	(1,232)	(1,197)	(6,822)	(6,078)
Equity in loss of unconsolidated entities	$ (1,200)	$ (1,200)	$ (6,800)	$ (6,100)

Investment in unconsolidated 52

Investment in unconsolidated entities - Summary of Financial Position of Evolent (Detail) - Evolent LLC - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets:
Current assets	$ 245,562	$ 56,718
Non-current assets	809,947	27,586
Total assets	1,055,509	84,304
Liabilities and Members’ Equity:
Current liabilities	89,814	55,801
Total liabilities	89,814	55,801
Members’ equity	965,695	28,503
Total liabilities and members’ equity	$ 1,055,509	$ 84,304

Investment in unconsolidated 53

Investment in unconsolidated entities - Summary of Operating Results of Evolent (Detail) - Evolent LLC - USD ($) $ in Thousands	3 Months Ended		4 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Jun. 03, 2015	Sep. 30, 2014
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]
Revenue	$ 40,406	$ 29,896	$ 50,820	$ 61,814	$ 74,161
Cost of revenue (exclusive of depreciation and amortization)	24,762	19,326	32,649	44,839	52,193
Gross profit	15,644	10,570	18,171	16,975	21,968
Operating loss	(17,246)	(6,105)	(28,785)	(44,119)	(30,710)
Net loss	$ (17,192)	$ (6,051)	$ (28,718)	$ (44,079)	$ (30,593)

Other Non-Current Assets - Addi

Other Non-Current Assets - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2009	Sep. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Warrants to purchase shares of company's common stock (up to)	6,015,000
Exercise price (dollars per share)	$ 1
Warrants recorded at their fair value		$ 440	$ 370
Convertible preferred stock carries a dividend rate (percent)		8.00%
Dividends declared (dollars per share)		$ 0
Convertible Preferred Stock of Private Company
Property, Plant and Equipment [Line Items]
Convertible preferred stock investment is recorded at cost		$ 5,000

Debt - Additional Information (

Debt - Additional Information (Detail)	Feb. 06, 2015USD ($)	Jan. 21, 2015USD ($)	Jan. 09, 2015USD ($)	Jul. 31, 2012USD ($)	Sep. 30, 2015USD ($)covenant	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Apr. 30, 2015USD ($)swap_agreement	Dec. 31, 2014USD ($)
Line of Credit Facility [Line Items]
Debt instrument, maturity date				Jul. 30, 2017
Gains (loss) on financing activities					$ 0	$ 0	$ (17,398,000)	$ 0
Amounts outstanding on the revolving credit facility					0		0
Amounts available for borrowing					100,000,000		100,000,000
Interest expense					(5,450,000)	$ 0	(16,333,000)	0
Amortization of debt issuance costs					$ 300,000		983,000	$ 0
Debt instrument, number of financial covenants | covenant					2
Credit Facility $150 Million | Line of Credit
Line of Credit Facility [Line Items]
Amount of revolving credit facility				$ 150,000,000
Duration of senior secured revolving credit facility (years)				5 years
Deferred financing costs, net										$ 400,000
Gains (loss) on financing activities							(200,000)
January 2015 Term Loan Facility | Term Loan Facility
Line of Credit Facility [Line Items]
Amount of revolving credit facility			$ 725,000,000
Gains (loss) on financing activities							(4,800,000)
Extinguishment of debt amount		$ 149,900,000
Gains (losses) on extinguishment of debt, before write off of deferred debt issuance cost		(4,500,000)
Write off of deferred debt issuance cost		$ 300,000
February 2015 Senior Secured Revolving Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Amount of revolving credit facility	$ 575,000,000
Deferred financing fees	1,100,000
Original issue discount	$ 3,900,000				$ 3,318,000		$ 3,318,000
Debt instrument term (years)	5 years
Stated interest rate percentage	3.01%				2.95%		2.95%
February 2015 Senior Secured Revolving Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Amount of revolving credit facility	$ 100,000,000
Debt instrument term (years)	5 years
Royall Acquisition Co. | January 2015 Term Loan and Revolving Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Amount of revolving credit facility			$ 775,000,000
Royall Acquisition Co. | January 2015 Term Loan Facility | Line of Credit
Line of Credit Facility [Line Items]
Debt instrument, effective interest rate (percent)			5.00%
Royall Acquisition Co. | January 2015 Term Loan Facility | Term Loan Facility
Line of Credit Facility [Line Items]
Amount of revolving credit facility			$ 725,000,000
Deferred financing fees			2,800,000
Original issue discount			21,800,000
Royall Acquisition Co. | January 2015 Revolving Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Amount of revolving credit facility			50,000,000
Gains (loss) on financing activities							$ (12,400,000)
Debt instrument, unamortized discount, adjustment amount due to refund from original creditors			$ 2,400,000
LIBOR | February 2015 Senior Secured Revolving Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.75%
LIBOR | Royall Acquisition Co. | January 2015 Term Loan Facility | Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate			4.00%
Debt instrument, variable rate floor (percent)			1.00%
Base Rate | February 2015 Senior Secured Revolving Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.75%
Base Rate | Royall Acquisition Co. | January 2015 Term Loan Facility | Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate			3.00%
Interest Rate Swap
Line of Credit Facility [Line Items]
Interest expense, interest rate swaps					$ 800,000		1,300,000
Number of interest rate swap agreements entered into to swap portion of variable rate interest payments for fixed rate interest payments | swap_agreement									3
Derivative notional amount					280,300,000		280,300,000		$ 287,500,000
Effective portion of loss, net of tax					2,100,000		1,400,000
Hedge ineffectiveness					$ 0		$ 0
Interest Rate Swap | Base Rate
Line of Credit Facility [Line Items]
Average base rate paid by the Company (percent)					1.282%		1.282%
Other Noncurrent Liabilities | Interest Rate Swap
Line of Credit Facility [Line Items]
Interest rate derivative assets at fair value					$ 2,300,000		$ 2,300,000

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Feb. 06, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Less: amounts due in next twelve months ($28,750 face value less unamortized discount of $865)	$ (27,885)		$ 0
Total	529,422		$ 0
Secured Debt
Debt Instrument [Line Items]
2.95% Senior Secured Note due fiscal 2020 ($560,625 face value less unamortized discount of $3,318)	557,307
Less: amounts due in next twelve months ($28,750 face value less unamortized discount of $865)	(27,885)
Total	529,422
Long-term debt, maturities, repayments of principal in next 12 months	28,750
Original issue discount, expected to be amortized in next 12 months	$ 865
Secured Debt | February 2015 Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Stated interest rate percentage	2.95%	3.01%
Debt instrument, face amount	$ 560,625
Original issue discount	$ 3,318	$ 3,900

Noncontrolling Interest - Addit

Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Millions	Dec. 05, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2015	Dec. 04, 2014
Noncontrolling Interest [Abstract]
Redeemable noncontrolling interest				$ 6.8
Change in redemption value		$ 0.2	$ (6.9)
Payments for repurchase of redeemable noncontrolling interest	$ 6.1
Ownership interest (percent)	100.00%				0.00%
Deferred tax assets, investment in subsidiaries	$ 3.4

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	Jan. 21, 2015	Jan. 09, 2015	May. 08, 2013	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015
Class of Stock [Line Items]
Increased share repurchase program			$ 100,000
Total amount authorized under repurchase program			$ 450,000
Number of shares repurchased under stock repurchase program				677,503	366,897	677,503	821,859	17,435,688
Purchases of treasury stock				$ 33,000	$ 18,000	$ 33,000	$ 41,800	$ 431,800
Number of shares subject to repurchase						0
Remaining authorized repurchase amount				$ 18,200		$ 18,200		$ 18,200
Shares issued	3,650,000
Shares issued (dollars per share)	$ 43
Shares issued, underwriting discount (dollars per share)	1.935
Shares issued, net of underwriter discount (dollars per share)	$ 41.065
Payments of stock issuance costs	$ 1,100
Proceeds from issuance of common stock, net of selling costs	$ 148,800					$ 148,786	$ 0
Royall Acquisition Co.
Class of Stock [Line Items]
Equity interest issued (shares)	1,755,000	2,428,364

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Detail) - USD ($)	Jun. 09, 2015	Jan. 09, 2015	Jun. 23, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (dollars per share)		$ 49.92
Weighted average grant date fair value (dollars per share)				$ 49.12	$ 45.88	$ 45.84	$ 38.66
Number of RSUs, vested (shares)				362,654	393,977
Stock-based compensation costs capitalized as part of the cost of an asset				$ 0
Compensation cost related to stock-based compensation				$ 64,400,000
Weighted average period of stock-based compensation				2 years 9 months
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period (years)			5 years
Weighted average fair value of options granted (in dollars per share)				$ 15.49
Stock option awards, risk-free interest rate (percent)				1.60%
Stock option awards, expected term (years)				5 years 1 month 6 days
Stock option awards, expected volatility (percent)				31.30%
Stock option awards, dividend yield (percent)				0.00%
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award minimum requisite service period (years)			1 year
Award requisite service period (years)			6 years
Restricted Stock Units, Performance and Market Condition Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of RSUs, vested (shares)				0
Royall Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized		1,906,666
Options, grant date fair value		$ 26,800,000
Royall Inducement Plan | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized		1,751,000
Award expiration period (in years)		7 years
Award vesting rights (percentage)				50.00%
Royall Inducement Plan | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized		145,867
Weighted average grant date fair value (dollars per share)		$ 49.92
Equity instrument other than options, grant date fair value		$ 7,300,000
Award vesting rights (percentage)				50.00%
Stock Incentive 2009 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized	10,535,000
Number of additional shares authorized	3,800,000
Long Term Incentive Plan | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized				970,937
Long Term Incentive Plan | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized				104,026
Award vesting period (in years)			5 years
Award requisite service period (years)			1 year
Minimum | Royall Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target (percent)				70.00%
Maximum | Royall Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target (percent)				99.00%

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Changes in Common Stock Options (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of Options, Outstanding, beginning of period	2,741,297	2,018,334
Number of Options, Granted	2,102,916	1,238,669
Number of Options, Exercised	(144,739)	(427,637)
Number of Options, Forfeited	(769,669)	0
Number of Options, Outstanding, end of period	3,929,805	2,829,366
Number of Options, Exercisable, end of period	1,095,226
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (dollars per share) [Roll Forward]
Weighted Average Exercise Price, Outstanding, beginning of period (dollars per share)	$ 42.19	$ 28.91
Weighted Average Exercise Price, Granted (dollars per share)	50.45	53.39
Weighted Average Exercise Price, Exercised (dollars per share)	22.53	16.21
Weighted Average Exercise Price, Forfeited (dollars per share)	50.10	0
Weighted Average Exercise Price, Outstanding, end of period (dollars per share)	45.78	$ 41.55
Weighted Average Exercise Price, Exercisable, end of period (dollars per share)	$ 31.90

Stock-based Compensation - Su61

Stock-based Compensation - Summary of Changes in RSUs (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of RSUs, Non-vested, beginning of period	1,046,582	986,422
Number of RSUs, Granted	518,770	465,929
Number of RSUs, Forfeited	(109,157)	(4,188)
Number of RSUs, vested	(362,654)	(393,977)
Number of RSUs, Non-vested, end of period	1,093,541	1,054,186
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value (dollars per share) [Roll Forward]
Weighted Average Grant Date Fair Value Non-vested, beginning of Period (dollars per share)	$ 45.84	$ 38.66
Weighted Average Grant Date Fair Value, Granted (dollars per share)	52	49.63
Weighted Average Grant Date Fair Value, Forfeited (dollars per share)	50.32	48.80
Weighted Average Grant Date Fair Value, Vested (dollars per share)	43.43	32.20
Weighted Average Grant Date Fair Value Non-vested, end of Period (dollars per share)	$ 49.12	$ 45.88

Stock-based Compensation - Su62

Stock-based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Stock Option and RSUs
Stock-based compensation expense included in Costs and expenses
Total costs and expenses	$ 7,094	$ 6,175	$ 22,130	$ 16,139
Cost of Services
Stock-based compensation expense included in Costs and expenses
Total costs and expenses	2,423	1,916	6,881	5,387
Member Relations and Marketing
Stock-based compensation expense included in Costs and expenses
Total costs and expenses	1,306	1,141	3,907	3,065
General and Administrative
Stock-based compensation expense included in Costs and expenses
Total costs and expenses	3,365	3,118	11,342	7,687
Depreciation and Amortization
Stock-based compensation expense included in Costs and expenses
Total costs and expenses	$ 0	$ 0	$ 0	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Tax Examination [Line Items]
Effective income tax rate (as a percent)	58.20%	8.60%	1955.60%	32.00%
Interest or penalties on unrecognized tax benefits			$ 300,000	$ 0
Washington DC
Income Tax Examination [Line Items]
Discrete tax item related to write off tax credits			$ 10,800,000

Earnings Per Share - Reconcilia

Earnings Per Share - Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding (Detail) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Basic weighted average common shares outstanding	42,320	36,191	41,900	36,270
Effect of dilutive outstanding stock-based awards	468	512	0	713
Diluted weighted average common shares outstanding	42,788	36,703	41,900	36,983

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of dilutive outstanding stock-based awards	468,000	512,000	0	713,000
Stock Compensation Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share-based compensation awards	700,000	800,000	2,700,000	600,000
Non-Qualified Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share-based compensation awards			2,000,000	1,000,000
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share-based compensation awards			300,000	200,000
Non-Qualified Stock Options and Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of dilutive outstanding stock-based awards			0	0

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Oct. 30, 2015	Oct. 29, 2015	Feb. 06, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Nov. 04, 2015	May. 08, 2013
Subsequent Event [Line Items]
Amounts outstanding on the revolving credit facility				$ 0		$ 0		$ 0
Total amount authorized under repurchase program (up to)										$ 450,000,000
Purchases of treasury stock				33,000,000	$ 18,000,000	33,000,000	$ 41,800,000	431,800,000
Subsequent Event
Subsequent Event [Line Items]
Total amount authorized under repurchase program (up to)									$ 100,000,000
Purchases of treasury stock									$ 550,000,000
Revolving Credit Facility | February 2015 Senior Secured Revolving Credit Facility
Subsequent Event [Line Items]
Amount of revolving credit facility			$ 100,000,000
Revolving Credit Facility | February 2015 Senior Secured Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Amount of revolving credit facility		$ 100,000,000
Revolving Credit Facility | October 2015 Senior Secured Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Amount of revolving credit facility	$ 200,000,000
Proceeds from long-term line of credit	100,000,000
Secured Debt | February 2015 Senior Secured Revolving Credit Facility
Subsequent Event [Line Items]
Amount of revolving credit facility			575,000,000
Debt discount			$ 3,900,000	$ 3,318,000		$ 3,318,000		$ 3,318,000
Secured Debt | February 2015 Senior Secured Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Amounts outstanding on the revolving credit facility		$ 560,600,000
Secured Debt | October 2015 Senior Secured Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Amounts outstanding on the revolving credit facility	$ 460,600,000
LIBOR | Secured Debt | February 2015 Senior Secured Revolving Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate			2.75%
LIBOR | Secured Debt | February 2015 Senior Secured Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Basis spread on variable rate		2.75%
LIBOR | Secured Debt | October 2015 Senior Secured Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Basis spread on variable rate	2.25%
Line of Credit | October 2015 Senior Secured Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Debt discount	$ 200,000