Stock-based compensation | Stock-based compensation Equity incentive plans The Company issues awards, including stock options and RSUs, under the Company’s 2009 Stock Incentive Plan (the “2009 Plan”). On June 9, 2015, the Company's stockholders approved an amendment to the 2009 Plan that increased the number of shares of common stock authorized for issuance under the plan by 3,800,000 shares. As of December 31, 2016 , there were 1,862,891 shares available for issuance under the 2009 Plan. On September 5, 2013, the Company's stockholders also approved an amendment to the 2009 Plan that increased the maximum term for stock option and freestanding stock appreciation rights awards granted under the plan from five years to seven years. The 2009 Plan is administered by the Compensation Committee of the Company’s board of directors, which has the authority to determine which officers, directors, employees, and other service providers are awarded options or share awards pursuant to the 2009 Plan and to determine the terms of the awards. Grants may consist of treasury shares or newly issued shares. Options are rights to purchase common stock of the Company at the fair market value on the date of grant. The exercise price of a stock option or other equity-based award is equal to the closing price of the Company’s common stock on the date of grant. The Company generally awards non-qualified options, but the 2009 Plan permits the issuance of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code. Holders of options do not participate in dividends, if any, until after the exercise of the award. RSUs are equity settled stock-based compensation arrangements of a number of shares of the Company’s common stock. RSU holders do not participate in dividends, if any, nor do they have voting rights until the restrictions lapse. 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 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 December 31, 2016, 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. On June 23, 2014, the Compensation Committee of the board of directors approved a long-term incentive plan pursuant to which nonqualified stock options and RSUs would be granted under the 2009 Plan to certain executive officers of the Company. During the year ended December 31, 2014, 970,937 nonqualified stock options and 104,026 RSUs were granted to certain executive officers of the Company. The awards are subject to both performance-based and market-based conditions and will vest 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 is also 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 utilized the longer of the explicit, implicit, or derived service periods for the requisite service period, which includes the current estimate of the time to achieve the performance and market conditions and is four years for the stock options and six years for the RSUs, inclusive of the one -year service condition. The options and RSUs are included in the tables below. Stock option activity. During the year ended December 31, 2016 , the year ended December 31 2015 , and the nine months ended December 31, 2014, the Company granted 1,345,000 , 2,102,916 , and 1,144,973 , stock options, respectively, with a weighted average exercise price of $28.44 , $50.45 , and $52.28 , respectively. During the year ended December 31, 2016 , the year ended December 31 2015 , and the nine months ended December 31, 2014, participants exercised 303,490 , 218,109 , and 233,999 options for a total intrinsic value of $4.7 million , $6.6 million , and $7.3 million , respectively. Intrinsic value is calculated as the number of shares exercised times the Company’s stock price at exercise less the exercise price of the option. The following table summarizes the changes in common stock options during the year ended December 31, 2016 , the year ended December 31 2015 , and the nine months ended December 31, 2014 for all of the Company's stock incentive plans. Number of Performance-Based Options Weighted Number of Service-Based Weighted Outstanding as of March 31, 2014 20,000 $ 29.58 1,810,323 $ 32.86 Granted 974,605 51.40 170,368 57.31 Exercised — — (233,999 ) 18.36 Forfeited — — — — Outstanding, as of December 31, 2014 994,605 $ 50.96 1,746,692 $ 37.19 Granted 1,774,820 $ 49.90 328,096 $ 53.42 Exercised — — (218,109 ) 21.76 Forfeited (756,100 ) 49.92 (13,569 ) 60.27 Outstanding, as of December 31, 2015 2,013,325 $ 50.42 1,843,110 $ 41.73 Granted 319,900 $ 28.20 1,025,100 $ 28.52 Exercised — — (303,490 ) 16.05 Forfeited (215,370 ) 49.92 (39,542 ) 52.68 Outstanding, as of December 31, 2016 2,117,855 $ 47.11 (1) 2,525,178 $ 39.28 (3) Exercisable, as of December 31, 2016 26,872 $ 34.91 (2) 1,021,192 $ 43.29 (4) ————————————— (1) The weighted average remaining contractual term for all performance-based options outstanding at December 31, 2016 is approximately five years and the aggregate intrinsic value is $1.7 million . (2) The weighted average remaining contractual term for all performance-based options exercisable as of December 31, 2016 is approximately two years and the aggregate intrinsic value is $0.1 million . (3) The weighted average remaining contractual term for all service-based options outstanding at December 31, 2016 is approximately four years and the aggregate intrinsic value is $7.4 million . (4) The weighted average remaining contractual term for all service-based options exercisable as of December 31, 2016 is approximately two years and the aggregate intrinsic value is $2.5 million . The aggregate intrinsic value shown in the footnotes of the table above is the sum of the amounts by which the quoted market price of the Company’s common stock on the NASDAQ Global Select Market exceeded the exercise price of the options as of December 31, 2016 , for those options for which the quoted market price was in excess of the exercise price. This amount changes over time based on changes in the fair market value of the Company’s common stock. During the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014, 341,024 , 387,748 , and 411,259 options, respectively, vested with fair values of $0.1 million , $5.0 million , and $4.2 million , respectively. The following table summarizes the exercise prices and contractual lives of all options outstanding under the Company's stock incentive plans as of December 31, 2016 : Options Outstanding Range of Exercise Prices Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life - Years $ 0.00 – $ 9.99 — $ — 0.0 10.00 – 19.99 70,500 16.58 0.3 20.00 – 29.99 1,469,478 27.83 5.6 30.00 – 39.99 46,432 35.18 6.4 40.00 – 49.99 1,495,769 48.14 3.4 50.00 – 59.99 1,476,482 52.57 4.6 60.00 – 69.99 84,372 66.90 4.2 $ 0.00 – $ 69.99 4,643,033 $ 42.85 4.5 Restricted stock unit activity . During the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 , the Company granted 534,205 , 568,511 , and 336,113 RSUs, respectively, the majority of which vest in four equal annual installments on the anniversary of the grant date. The valuation of RSUs is determined as the fair market value of the underlying shares on the date of grant. The weighted average grant date fair value of RSUs granted without market conditions for the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 was $31.07 , $51.94 , and $42.92 , respectively. There were no RSUs granted with market conditions during the year ended December 31, 2016. The weighted average fair value of RSUs granted with market conditions during the year ended December 31, 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 life of approximately 5 years; volatility of 31.3% ; and dividend yield of 0.0% over the expected life of the RSUs. The weighted average fair value of RSUs granted with market conditions during the nine months ended December 31, 2014 is estimated at $15.75 per share on the date of grant using the following weighted average assumptions: risk-free interest rate of 1.7% ; an expected life of approximately 5 years; volatility of 30.0% ; and dividend yield of 0.0% over the expected life of the RSUs. During the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 , participants vested in 318,877 , 362,654 , and 387,377 RSUs, respectively, for a total intrinsic value of $10.5 million , $19.0 million , and $22.0 million , respectively. Intrinsic value is calculated as the number of shares vested times the Company’s closing stock price on the NASDAQ Global Select Market at the vesting date. Of the RSUs vested in the year ended December 31, 2016 , the year ended December 31, 2015, and the nine months ended December 31, 2014, 108,315 , 115,497 , and 133,129 shares, respectively, were withheld to satisfy minimum employee tax withholding. The following table summarizes the changes in RSUs during the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 for all of the stock incentive plans described above. Number of Weighted Average Grant Date Fair Value Number of Weighted Average Grant Date Fair Value Non-vested, March 31, 2014 42,880 $ 47.87 1,067,582 $ 41.81 Granted 152,957 28.43 183,156 55.02 Forfeited (8,540 ) 51.15 (4,076 ) 48.83 Vested — — (387,377 ) 32.27 Non-vested, December 31, 2014 187,297 $ 31.85 859,285 $ 48.89 Granted 191,740 $ 49.87 376,771 $ 52.99 Forfeited (78,005 ) 48.16 (33,789 ) 55.74 Vested — — (362,654 ) 43.43 Non-vested, December 31, 2015 301,032 $ 39.10 839,613 $ 52.82 Granted 23,580 $ 32.28 510,625 $ 31.01 Forfeited (66,139 ) 51.15 (64,170 ) 47.18 Vested (893 ) 50.41 (317,984 ) 51.48 Non-vested, December 31, 2016 257,580 $ 35.34 968,084 $ 42.13 Employee stock purchase plan The Company sponsors an employee stock purchase plan (“ESPP”) for all eligible employees. Under the ESPP, employees authorize payroll deductions from 1% to 15% of their eligible compensation to purchase shares of the Company’s common stock. Under the ESPP, shares of the Company’s common stock may be purchased at the end of each fiscal quarter at 95% of the closing price of the Company’s common stock. A total of 1,684,000 shares of the Company’s common stock are authorized under the ESPP. As of December 31, 2016 , a total of 1,453,429 shares were available for issuance under the ESPP. During the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 , the Company issued 14,041 , 10,496 , and 9,241 shares, respectively, under the ESPP at an average price of $34.00 , $48.11 , and $46.64 per share, respectively. The compensation expense related to the ESPP recorded in the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 was not material to the consolidated financial statements. Valuation assumptions and equity based award activity As discussed in Note 2, “Summary of significant accounting policies,” determining the estimated fair value of stock-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the stock-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of the Company’s shares, and forfeiture rates of the awards. Stock option valuation The Company calculates the fair value of all stock option awards, with the exception of the stock options issued with market-based conditions, on the date of grant using the Black-Scholes model. Those stock option awards that have market-based conditions are valued using a Monte Carlo model. The expected term for the Company's stock options is determined through analysis of historical data on employee exercises, vesting periods of awards, and post-vesting employment termination behavior. The risk-free interest rate is based on U.S. Treasury bonds issued with life terms similar to the expected life of the grant. Volatility is calculated based on historical volatility of the daily closing price of the Company’s common stock continuously compounded with a look-back period similar to the terms of the expected life of the grant. The Company has not declared or paid any cash dividends on its common stock since the closing of its initial public offering and does not currently anticipate declaring or paying any cash dividends. The timing and amount of future cash dividends, if any, is periodically evaluated by the Company’s board of directors and would depend upon, among other factors, the Company’s earnings, financial condition, cash requirements, and contractual restrictions. The following average key assumptions were used in the valuation of all stock options granted in each respective period: Year Ended December 31, Year Ended December 31, Nine Months Ended December 31, 2016 2015 2014 Stock option grants: Risk-free interest rate .95% – 1.64% 1.18% – 1.67% 1.53% – 1.75% Expected lives in years 5.04 – 5.54 4.00 – 5.45 5.00 – 5.47 Expected volatility 36.4% – 38.4% 31.2% – 33.0% 29.8% – 30.9% Dividend yield — % — % — % Weighted average exercise price of options granted 28.44 50.45 52.28 Weighted average grant date fair value of options granted 10.00 15.49 14.49 Number of options granted 1,345,000 2,102,916 1,144,973 Valuation for restricted stock units RSUs without market conditions are valued at the grant date closing price of the Company’s common stock as reported on the NASDAQ Global Select Market. Those RSU awards that have market-based conditions are valued using a Monte Carlo model. The expected term for those RSUs is based on the vesting periods of the awards. The risk-free interest rate is based on U.S. Treasury bonds issued with life terms similar to the expected life of the grant. Volatility is calculated based on historical volatility of the daily closing price of the Company’s common stock continuously compounded with a look-back period similar to the terms of the expected life of the grant. The dividend yield assumption is based on the fact that the Company has not declared or paid any cash dividends on its common stock since the closing of its initial public offering and does not currently anticipate declaring or paying any cash dividends. The timing and amount of future cash dividends, if any, is periodically evaluated by the Company’s board of directors and would depend upon, among other factors, the Company’s earnings, financial condition, cash requirements, and contractual restrictions. Valuation for employee stock purchase rights The value of employee stock purchase rights for shares of stock purchased under the ESPP is determined as the fair market value of the underlying shares on the date of purchase as determined by the closing price of the Company’s common stock as reported on the NASDAQ Global Select Market, less the purchase price, which is 95% of the closing price of the Company’s common stock. The ESPP enrollment begins on the first day of the quarter. Stock purchases occur on the last day of the quarter, with only eligible employee payroll deductions for the period used to calculate the shares purchased. There is no estimate of grant date fair value or estimated forfeitures, since actual compensation expense was recorded in the period on the purchase date. The fair value of employee stock purchase rights is equivalent to a 5% discount of the purchase date closing price. Forfeitures Forfeitures are estimated based on historical experience at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense is recognized on a straight-line basis, net of an estimated forfeiture rate, for only those shares expected to vest over the requisite service period of the award, which is generally the option vesting term, and can range from six months to six years. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. The Company analyzes forfeiture rates using six separate groups; one group for members of the Company’s board of directors, three separate groups of executives based on seniority, and two groups for general employees. Two of these groups, the Royall executive group and the Royall general employee group, were created in the year ended December 31, 2015 in order to apply separate forfeiture rates to the Royall inducement plan awards. The Company uses an annualized forfeiture rate of 9.35% for the Royall executive team and 3.3% for the Royall general employees. During the year ended December 31, 2016, the Company also increased its estimated annualized forfeiture rate for one of its general employee groups from 4.6% to 5.5% . Annualized forfeiture rates for the remaining groups are 0% , 0.4% , and 1.0% for members of the Company's board of directors, and two groups of executives, respectively. Compensation expense The Company recognized stock-based compensation expense in the following consolidated statements of operations line items for stock options and RSUs and for shares issued under the Company’s ESPP, for the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 (in thousands, except per share amounts): Year Ended December 31, Year Ended December 31, Nine Months Ended December 31, 2016 2015 2014 Stock-based compensation expense included in: Costs and expenses: Cost of services $ 9,231 $ 9,211 $ 5,977 Member relations and marketing 5,028 5,176 3,348 General and administrative 15,176 14,706 8,640 Total costs and expenses 29,435 29,093 17,965 Operating income $ (29,435 ) $ (29,093 ) $ (17,965 ) There are no stock-based compensation costs capitalized as part of the cost of an asset. Stock-based compensation expense by award type is shown below (in thousands): Year Ended December 31, Year Ended December 31, Nine Months Ended December 31, 2016 2015 2014 Stock-based compensation expense by award type: Stock options $ 13,270 $ 10,908 $ 5,431 Restricted stock units 16,165 18,185 12,534 Total stock-based compensation $ 29,435 $ 29,093 $ 17,965 As of December 31, 2016 , $49.0 million of total unrecognized compensation cost related to stock-based awards was expected to be recognized over a weighted average period of 2.4 years. Tax benefits The benefits of tax deductions in excess of recognized book compensation expense are reported as a financing cash inflow with a corresponding operating cash outflow in the consolidated statements of cash flows. Approximately $1.3 million , $4.9 million , and $0.4 million of tax benefits associated with the exercise of employee stock options and RSUs were recorded as cash from financing activities in the year ended December 31, 2016 , the year ended December 31, 2015 , and the nine months ended December 31, 2014 , respectively. |