Stock-based Compensation | Note 10—Stock-based Compensation In February 2014, the Company’s Board of Directors adopted an equity-based incentive plan (“the 2014 Plan”), which authorizes stock options to be granted for up to 3,000,000 shares of the Company’s common stock, Under the 2014 Plan, which became effective in May 2014 upon stockholder approval, the exercise price of stock options is set on the grant date and may not be less than the fair market value per share on such date. Generally, stock options expire ten years from the date of grant. The Company has granted time-based stock options under the 2014 Plan. In April 2008, the Company’s Board of Directors adopted, and its stockholders approved, an equity-based incentive plan (“the 2008 Plan”), which authorizes equity awards to be granted for up to 10,914,967 shares of the Company’s common stock, which is calculated based on an initial authorization of 1,416,661 shares of the Company’s common stock and an annual increase to be added on the first day of each of the Company’s fiscal years during the term of the 2008 Plan beginning in fiscal 2009 equal to the lesser of (i) 1,416,661 shares of common stock, (ii) 2% of the outstanding shares on such date or (iii) an amount determined by the Company’s board of directors. Under the 2008 Plan, which became effective in July 2008, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date. Generally, awards expire ten years from the date of grant. The Company has granted time-based options and RSUs under the 2008 Plan. In August 2006, the Company’s Board of Directors adopted an equity-based incentive plan (“the 2006 Plan”), which authorizes equity awards to be granted for up to 11,173,819 shares of the Company’s common stock. Under the 2006 Plan, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date. Generally, awards expire ten years from the date of grant. The Company has granted RSAs of its common stock and both time-based and performance-based options under the 2006 Plan. The Company generally settles stock option exercises with newly issued common shares. Restricted stock units. During the year ended December 31, 2015, the Company granted 10,395 RSUs under the 2008 Plan, which vest 25% on the first anniversary of the grant date and continue to vest 1/12th of the remaining balance each quarter thereafter for three years. The RSUs vest in full upon a change in control, subject to certain conditions. At December 31, 2015, there was approximately $17.8 million of unearned non-cash stock-based compensation related to the RSUs that the Company expects to recognize as expense over a remaining period of 3.5 years. Restricted stock awards. During the years ended December 31, 2015 and 2013, the Company granted 1,500 and 25,000 RSAs of its common stock, respectively, under the 2006 Plan, which vest 25% on the first anniversary of the grant date and continue to vest 1/12th of the remaining balance each quarter thereafter for three years. The RSAs vest in full upon a change in control, subject to certain conditions. During 2014, there were no RSAs granted. At December 31, 2015, there was approximately $0.4 million of unearned non-cash stock-based compensation related to the RSAs that the Company expects to recognize as expense over a remaining period of 22 months. At December 31, 2014, there was approximately $0.6 million of unearned non-cash stock-based compensation related to the RSAs that the Company expects to recognize as expense over a remaining period of 32 months. Time-based options. Time-based options granted under the 2006 Plan, the 2008 Plan or the 2014 Plan generally vest 25% on the first anniversary of the grant date and 1/36th of the remaining balance each month thereafter for 36 months. All outstanding time-based options vest upon a change in control, subject to certain conditions. Time-based options granted during 2015, 2014 and 2013 have a weighted-average grant date fair value of $14.57, $12.77 and $9.86 per share, respectively, based on the Black-Scholes option pricing model. Compensation expense is recorded on a straight-line basis over the requisite service period. The fair value of time-based options vested during the years ended December 31, 2015, 2014 and 2013 was approximately $43.5 million, $11.3 million and $8.2 million, respectively. At December 31, 2015, there was approximately $109.6 million of unearned non-cash stock-based compensation related to time-based options that the Company expects to recognize as expense over a weighted average remaining period of approximately three years. For the time-based options valued using the Black-Scholes option-pricing model, the Company used the following weighted-average assumptions: Time-Based awards 2015 2014 2013 Expected term to exercise (years) 4.0 4.0 4.0 Expected volatility 26.63 % 29.04 % 28.04 % Risk-free interest rate 1.42 % 1.36 % 1.16 % Expected dividend yield 0.74 % 0.84 % 0 % Expected volatility prior to March 2014 was based on a combination of the Company’s historical volatility as a public company and historical volatility of the Company’s peer group. Beginning in March 2014 on the four-year anniversary of the Company’s initial public offering, expected volatility is based on the Company’s historical volatility as a public company. Expected term to exercise is based on the Company’s historical stock option exercise experience. Total stock options, SARs, RSUs and RSAs. The amount of stock-based compensation expense recognized in the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 was as follows (in thousands): 2015 2014 (1) 2013 (1) Statement of Comprehensive Income Classification Options, SARs RSUs RSAs Total Options, SARs RSAs Total Options, SARs RSAs Total Cost of software-enabled services $ 6,460 $ 372 $ 17 $ 6,849 $ 3,940 $ — $ 3,940 $ 2,925 $ — $ 2,925 Cost of maintenance and term licenses 1,022 366 — 1,388 282 — 282 273 — 273 Cost of recurring revenues 7,482 738 17 8,237 4,222 — 4,222 3,198 — 3,198 Cost of professional services 1,166 222 — 1,388 443 — 443 338 — 338 Cost of non-recurring revenues 1,166 222 — 1,388 443 — 443 338 — 338 Total cost of revenues 8,648 960 17 9,625 4,665 — 4,665 3,536 — 3,536 Selling and marketing (2) 10,637 3,806 222 14,665 2,043 222 2,265 1,385 90 1,475 Research and development 5,676 2,912 — 8,588 1,165 — 1,165 901 — 901 General and administrative 8,270 2,931 — 11,201 3,388 — 3,388 2,331 143 2,474 Total operating expenses 24,583 9,649 222 34,454 6,596 222 6,818 4,617 233 4,850 Total stock-based compensation expense $ 33,231 $ 10,609 $ 239 $ 44,079 $ 11,261 $ 222 $ 11,483 $ 8,153 $ 233 $ 8,386 (1) There was no stock-based compensation expense associated with RSUs in 2014 and 2013. (2) For the year ended December 31, 2013, includes stock-based compensation expense of $0.1 million associated with restricted Class A stock. At December 31, 2013, there was no unearned non-cash stock based compensation related to the RSAs. The associated future income tax benefit recognized was $20.7 million, $3.8 million and $2.7 million for the years ended December 31, 2015, 2014 and 2013, respectively. For the year ended December 31, 2015, the amount of cash received from the exercise of stock options was $30.1 million, with an associated tax benefit realized of $44.2 million. The intrinsic value of options exercised during the year ended December 31, 2015 was approximately $120.9 million. For the year ended December 31, 2014, the amount of cash received from the exercise of stock options was $24.1 million, with an associated tax benefit realized of $18.8 million. The intrinsic value of options exercised during the year ended December 31, 2014 was approximately $56.1 million. For the year ended December 31, 2013, the amount of cash received from the exercise of stock options was $27.8 million, with an associated tax benefit realized of $31.8 million. The intrinsic value of options exercised during the year ended December 31, 2013 was approximately $87.8 million. In connection with its acquisition of Advent, the Company assumed Advent’s outstanding unvested equity awards which were converted into 2.5 million unvested stock options and SARs and 0.7 million unvested RSUs. The awards were converted into rights to receive SS&C common stock. All other terms and conditions of the awards remained unchanged. During the year ended December 31, 2015, the Company recognized stock-based compensation expense of $26.3 million related to these assumed awards, of which $11.5 million related to one-time charges for the accelerated vesting of certain awards. The following table summarizes stock option and SAR activity as of and for the years ended December 31, 2015, 2014 and 2013: Weighted Average Shares Exercise Price Outstanding at December 31, 2012 13,411,130 $ 12.47 Granted(1) 2,024,170 40.81 Cancelled/forfeited (332,327 ) 20.27 Exercised (3,587,331 ) 7.75 Outstanding at December 31, 2013 11,515,642 18.70 Granted(2) 2,198,825 55.74 Cancelled/forfeited (203,586 ) 30.51 Exercised (1,790,233 ) 13.47 Outstanding at December 31, 2014 11,720,648 26.24 Equity awards assumed from Advent 2,480,953 50.27 Granted(3) 3,818,295 67.91 Cancelled/forfeited (630,844 ) 50.50 Exercised (2,249,870 ) 15.45 Outstanding at December 31, 2015 15,139,182 41.28 (1) Of the grants during 2013, 1,798,420 were granted under the 2008 Plan and 225,750 were granted under the 2006 Plan. (2) Of the grants during 2014, 450,000 were granted under the 2014 Plan, 1,632,825 were granted under the 2008 Plan and 116,000 were granted under the 2006 Plan. (3) Of the grants during 2015, 515,000 were granted under the 2014 Plan, 2,739,845 were granted under the 2008 Plan and 563,450 were granted under the 2006 Plan. The following table summarizes RSU activity as of and for the year ended December 31, 2015 is as follows (in thousands): Number Outstanding at January 1, 2015 — Equity awards assumed from Advent 660,017 Granted 10,395 Cancelled/forfeited (69,194 ) Vested (122,492 ) Outstanding at December 31, 2015 478,726 The following table summarizes information about stock options outstanding that are expected to vest and stock options outstanding that are exercisable at December 31, 2015: Outstanding, Vested Options Currently Exercisable Outstanding Options Expected to Vest Weighted Weighted Weighted Average Weighted Average Average Aggregate Remaining Average Aggregate Remaining Exercise Intrinsic Contractual Exercise Intrinsic Contractual Shares Price Value Term Shares Price Value Term (In thousands) (Years) (In thousands) (Years) 6,788,912 $ 21.20 $ 319,682 4.66 8,350,270 $ 57.61 $ 89,728 9.12 |