ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-3403111
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3201 Beechleaf Court, Suite 600
Raleigh, North Carolina |
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27604-1547
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01 per share
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The NASDAQ Stock Market LLC
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Clinical Development Services
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||||||
Clinical Trial Management
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Data Services
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Strategic and
Regulatory Services
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Post-Approval
Services
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• Patient recruitment and retention
• Project management
• Clinical monitoring
• Drug safety / pharmacovigilance
• Medical affairs
• Quality assurance
• Regulatory and medical writing
• Functional service
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• Clinical data management
• Electronic data capture
• Biostatistics
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• Strategic development services
• Regulatory consulting and submissions
• Clinical operations optimization
• Pricing and reimbursement planning
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• Specialized support for patient registries
• Safety surveillance studies, prospective observational studies
• Health outcome research
• Patient-reported outcomes
• Phase IV effectiveness trials
• Health economics studies and retrospective chart reviews
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•
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Patient Recruitment and Retention.
Our patient recruitment services group helps identify and manage appropriate vendors, focuses on patient recruitment and retention strategies and acts as a liaison to media outlets and other vendors that we have validated.
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•
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Project Management.
Our project managers provide customer-focused leadership in managing clinical trials and are accountable for the successful execution of all assigned projects, where success includes on-time, on-budget, and high quality results that lead to satisfied customers. Project managers have the skills, education, experience and training to support the successful conduct of clinical studies.
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•
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Clinical Monitoring.
Our clinical monitors oversee the conduct of a clinical trial by working with and monitoring clinical research sites to assure the quality of the data. The clinical monitor ensures the trial is conducted according to Good Clinical Practice ("GCP"), International Conference on Harmonisation ("ICH") guidelines and local regulations, to meet the customers' and regulatory authorities' requirements according to the study protocol. CRAs engage with clinical research sites in site initiation, training and patient recruitment. We deploy and manage clinical monitoring staff in all
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•
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Drug Safety/Pharmacovigilance.
Our drug safety teams are strategically located across the United States, Europe, Latin America and Asia-Pacific. We provide global drug safety expertise in all phases of clinical research for serious adverse event/adverse event collection, evaluation, classification, reporting, reconciliation, post-marketing safety and pharmacovigilance.
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•
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Medical Affairs.
We have in-house physicians who provide 24/7 medical monitoring, scientific and medical support for project management teams and clinical research sites. These in-house physicians consist of senior clinicians and former clinical researchers with patient care and trial management expertise.
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•
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Quality Assurance.
Quality control steps are built into all of our processes. We have an independent quality assurance department that, in addition to conducting independent audits of all ongoing projects and processes as part of our internal quality assurance program, offers contracted quality assurance services to customers, including audits of clinical research sites and of various vendors to the clinical research industry; 'mock' regulatory inspections and clinical research site inspection-readiness training; standard operating procedure development; and quality assurance program development/consultation. Our customers also engage us to conduct third-party audits on behalf of their studies.
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•
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Regulatory and Medical Writing.
We also offer regulatory and medical writing expertise across the entire biopharmaceutical product lifecycle. Our team has hands-on regulatory and medical writing knowledge gained through experience from working in large biopharmaceutical companies, as well as high-growth, small and mid-sized biopharmaceutical companies, CROs and the United States Food and Drug Administration ("FDA"). Additionally, each member is trained in FDA regulations, including GCP/standard operating practice compliance guidelines and guidelines established by the ICH.
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•
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Functional Services.
Our functional service provider ("FSP") offering is a tool to help sponsors review their approach to key functional areas of clinical research, specifically those areas not core to their clinical development business. The aim of implementing an FSP approach is greater predictability and more consistent delivery of services across all protocols. We currently operate FSP hubs in North America, South America, Europe and Asia.
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•
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Clinical Data Management.
Our clinical data management services allow us to confirm that the clinical trial database is ready, accurately populated and locked in an expeditious manner, with verification and validation procedures throughout every phase of a clinical trial. This processing is done in synchronization with the clinical team, utilizing the information provided from the trial to help ensure efficient processes are employed, regardless of the data collection method used.
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Electronic Data Capture.
To compete in today's changing global drug and device development environment, companies must collect and distribute data faster than ever before. We have the ability to manage electronic data capture ("EDC") to help our customers take advantage of the efficiencies available through EDC, which include improved access to data, reduced cycle time, increased productivity and improved relationships with customers, vendors and other parties. We utilize three leading EDC platforms: Medidata Rave, Oracle Clinical Remote Data Capture and Oracle Health Sciences InForm products. Our ability to design, build and deliver high quality databases in all three platforms enables our team to deliver effective EDC solutions.
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Biostatistics.
Our biostatistics team has a depth of experience with the FDA and European Medicines Agency ("EMA") which allows our teams to provide customers with guidance on building a statistical plan to meet regulatory and safety requirements as well as a careful analysis of the resulting study data. In addition, we provide support for independent drug safety monitoring boards and a full range
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PlanActivation
®
— the
design
phase, where a project is analyzed and a strategy developed utilizing our therapeutic and clinical experience, forming the basis of a customized project proposal. The strategy continues to be refined based on discussions with the customer through new business award.
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•
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QuickStart
®
— the
initiating
phase, which serves to align the customer's and our project teams to a single set of objectives, create shared expectations and develop a joint plan for project implementation.
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•
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ProgramAccelerate
®
— the
execution
and
control
phase, which includes the processes of patient recruitment, clinical monitoring and data management. In this phase, we proactively process and review data to ensure quality and project timelines are actively managed, while maintaining strong relationships with investigative sites.
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•
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QualityFinish
®
— the
closing
phase, which is triggered by the first enrolled patient completing the clinical trial. This phase focuses on assuring high quality, actionable data is used to develop the final
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experience within specific therapeutic areas;
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the quality of staff and services;
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the range of services provided;
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the ability to recruit principal investigators and patients into studies expeditiously;
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the ability to organize and manage large-scale, global clinical trials;
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an international presence with strategically located facilities;
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medical database management capabilities;
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the ability to deploy and integrate IT systems to improve the efficiency of contract research;
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experience with a particular customer;
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the ability to form strategic partnerships;
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speed to completion;
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financial strength and stability;
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price; and
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overall value.
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comply with specific requirements governing the selection of qualified principal investigators and clinical research sites;
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obtain specific written commitments from principal investigators;
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obtain review, approval and supervision of the clinical trials by an IRB or ethics committee;
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obtain favorable opinion from regulatory agencies to commence a clinical trial;
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verify that appropriate patient informed consents are obtained before the patient participates in a clinical trial;
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ensure that adverse drug reactions resulting from the administration of a drug or biologic during a clinical trial are medically evaluated and reported in a timely manner;
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monitor the validity and accuracy of data;
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monitor drug or biologic accountability at clinical research sites; and
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verify that principal investigators and study staff maintain records and reports and permit appropriate governmental authorities access to data for review.
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securing contractual assurances such as indemnification provisions and provisions seeking to limit or exclude liability contained in our contracts with customers, institutions, pharmacies, vendors and principal investigators;
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securing contractual and other assurances that adequate insurance will be maintained to the extent applicable by customers, institutions, pharmacies, vendors, principal investigators and by us; and
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complying with various regulatory requirements, including monitoring that the oversight of independent review boards and ethics committees are intact where obligations are transferred to us and monitoring the oversight of the procurement by the principal investigator of each participant's informed consent to participate in the study.
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Name
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Age
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Position
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D. Jamie Macdonald
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47
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Chief Executive Officer and Director
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Gregory S. Rush
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48
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Executive Vice President and Chief Financial Officer
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Alistair Macdonald
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45
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President and Chief Operating Officer
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Christopher L. Gaenzle
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49
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Chief Administrative Officer, General Counsel and Secretary
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Michael Gibertini, PhD
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58
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President, Clinical Development
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•
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decisions to forego or terminate a particular trial;
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budgetary limits or changing priorities;
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actions by regulatory authorities;
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production problems resulting in shortages of the drug being tested;
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failure of products being tested to satisfy safety requirements or efficacy criteria;
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unexpected or undesired clinical results for products;
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insufficient patient enrollment in a trial;
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insufficient principal investigator recruitment;
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shift of business to a competitor or internal resources; or
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product withdrawal following market launch.
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the size, complexity and duration of projects or strategic relationships;
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the cancellation or delay of projects;
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the failure of one or more business awards to go to contract; and
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changes in the scope of work during the course of projects.
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timing of contract amendments for changes in scope that could affect the value of a contract and potentially impact the amount of net new business awards and net service revenues from quarter to quarter;
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commencement, completion, execution, postponement or termination of large contracts;
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contract terms for the recognition of revenue milestones;
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progress of ongoing contracts and retention of customers;
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timing of and charges associated with completion of acquisitions and other events;
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changes in the mix of services delivered, both in terms of geography and type of services;
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potential customer disputes, penalties or other issues that may impact the revenue we are able to recognize or the collectability of our related accounts receivable; and
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exchange rate fluctuations.
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disruption, impairment or failure of data centers, telecommunications facilities or other key infrastructure platforms, including those maintained by our third-party vendors;
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security breaches of, cyber-attacks on and other failures or malfunctions in our internal systems, including our employee data and communications, critical application systems or their associated hardware; and
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excessive costs, excessive delays or other deficiencies in systems development and deployment.
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conducting a single trial across multiple countries is complex, and issues in one country, such as a failure to comply with or unanticipated changes to local regulations or restrictions such as restrictions on import or export of clinical trial material or availability of clinical trial data may affect the progress of the trial in the other countries, resulting in delays or potential termination of contracts, which in turn may result in loss of revenue;
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the United States or other countries could enact legislation or impose regulations or other restrictions, including unfavorable labor regulations, tax policies, data protection regulations or economic sanctions, which could have an adverse effect on our ability to conduct business in or expatriate profits from the countries in which we operate;
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foreign countries are expanding or may expand their banking regulations that govern international currency transactions, particularly cross-border transfers, which may inhibit our ability to transfer funds into or within a jurisdiction, impeding our ability to pay our principal investigators, vendors and employees, thereby impacting our ability to conduct trials in such jurisdictions;
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foreign countries are expanding or may expand their regulatory framework with respect to patient informed consent, protection and compensation in clinical trials, additional transparency reporting requirements (similar to the Physician Payment Sunshine Act in the United States), which could delay, inhibit or prohibit our ability to conduct trials in such jurisdictions;
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the regulatory or judicial authorities of foreign countries might not enforce legal rights and recognize business procedures in a manner in which we are accustomed or would reasonably expect;
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changes in political and economic conditions, including inflation, may lead to changes in the business environment in which we operate, as well as changes in foreign currency exchange rates;
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potential violations of existing or newly adopted local laws or anti-bribery laws, such as the United States Foreign Corrupt Practices Act ("FCPA"), and the UK Bribery Act of 2010, may cause a material adverse effect on our business, financial condition, results of operations, cash flows or reputation;
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customers in foreign jurisdictions may have longer payment cycles, and it may be more difficult to collect receivables in those jurisdictions;
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natural disasters, pandemics or international conflict, including terrorist acts, could interrupt our services, endanger our personnel or cause project delays or loss of trial materials or results;
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political unrest, such as the current situations in Ukraine and the Middle East, could delay or disrupt the ability to conduct clinical trials; and
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foreign governments may enact currency exchange controls that may limit the ability to fund our operations or significantly increase the cost of maintaining operations.
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non-compliance generally could result in the termination of ongoing clinical trials or the disqualification of data for submission to regulatory authorities;
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compromise of data from a particular trial, such as failure to verify that adequate informed consent was obtained from subjects or improper monitoring of data, could require us to repeat the trial under the terms of our contract at no further cost to our customer, but at a substantial cost to us; and
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breach of a contractual term could result in liability for damages or termination of the contract.
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the requirement to exclude from our quarterly worldwide effective income tax calculations the benefit for losses in jurisdictions where no income tax benefit can be recognized;
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actual and projected full year pre-tax income;
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the repatriation of foreign earnings to the United States;
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uncertain tax positions;
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changes in tax laws in various taxing jurisdictions;
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audits by taxing authorities;
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the establishment of valuation allowances against deferred income tax assets if we determine that it is more likely than not that future income tax benefits will not be realized;
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the release of a previously established valuation allowances against deferred income tax assets if we determine that it is more likely than not that future income tax benefits will be realized; and
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changes in the relative mix and size of clinical studies in various tax jurisdictions.
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increase our vulnerability to adverse general economic, industry or competitive developments;
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require us to dedicate a more substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, investments, acquisitions, capital expenditures, and other general corporate purposes;
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limit our ability to make required payments under our existing contractual commitments, including our existing long-term indebtedness;
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limit our ability to fund a change of control offer;
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require us to sell certain assets;
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restricting us from making strategic investments, including acquisitions or causing us to make non-strategic divestitures;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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place us at a competitive disadvantage compared to our competitors that have less debt;
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cause us to incur substantial fees from time to time in connection with debt amendments or refinancings;
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increase our exposure to rising interest rates because a substantial portion of our borrowings is at variable interest rates; and
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limit our ability to borrow additional funds or to borrow on terms that are satisfactory to us.
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our business will generate sufficient cash flow from operations;
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we will continue to realize the cost savings, revenue growth and operating improvements that resulted from the execution of our long-term strategic plan; or
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future sources of funding will be available to us in amounts sufficient to enable us to fund our liquidity needs.
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market conditions or trends in our industry, including with respect to the regulatory environment, or the economy as a whole;
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fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;
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•
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guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;
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changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet those estimates or the failure of those analysts to initiate or maintain coverage of our common stock;
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changes in key personnel;
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entry into new markets;
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announcements by us or our competitors of new service offerings or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;
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actions by competitors;
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changes in operating performance and stock market valuations of other companies;
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investors' perceptions of our prospects and the prospects of the industry;
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the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC;
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announcements related to litigation;
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changes in the credit ratings of our debt;
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the development and sustainability of an active trading market for our common stock;
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investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;
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future sales of our common stock by our officers, directors and significant shareholders;
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other events or factors, including those resulting from system failures and disruptions, cyber-attacks,
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changes in accounting principles.
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21,550,250
shares are "restricted securities," as defined under Rule 144 under the Securities Act, and are eligible for sale in the public market subject to the requirements of Rule 144; and
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•
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3,646,535
shares are shares of outstanding options and restricted stock units that, if exercised, will result in these additional shares becoming available for sale subject in some cases to Rule 144 and Rule 701 under the Securities Act.
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appoint at least a majority of independent directors to our compensation and nominating and corporate governance committees within 90 days;
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appoint a majority of independent directors to our Board within one year; and
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appoint compensation and nominating and corporate governance committees composed entirely of independent directors within one year.
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High
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Low
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||||
Fiscal Year 2015:
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||||
Fourth Quarter
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$
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50.40
|
|
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$
|
37.51
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Third Quarter
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$
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51.69
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$
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37.53
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Second Quarter
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$
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42.45
|
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$
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29.03
|
|
First Quarter
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$
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34.54
|
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$
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22.17
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|
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High
|
|
Low
|
||||
Fiscal Year 2014:
|
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|
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|
||||
Fourth Quarter (from November 7, 2014)
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|
$
|
26.85
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|
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$
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19.61
|
|
|
Year Ended December 31,
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||||||||||||||||||
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2015
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2014
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2013
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2012
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2011(1)
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||||||||||
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(in thousands, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
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||||||
Net service revenue(2)
|
$
|
914,740
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|
|
$
|
809,728
|
|
|
$
|
652,418
|
|
|
$
|
579,145
|
|
|
$
|
437,005
|
|
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|
289,455
|
|
|
218,981
|
|
|||||
Total revenue
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1,399,239
|
|
|
1,178,799
|
|
|
995,090
|
|
|
868,600
|
|
|
655,986
|
|
|||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct costs
|
542,404
|
|
|
515,059
|
|
|
432,261
|
|
|
389,056
|
|
|
279,840
|
|
|||||
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|
289,455
|
|
|
218,981
|
|
|||||
Selling, general, and administrative
|
156,609
|
|
|
145,143
|
|
|
117,890
|
|
|
109,428
|
|
|
95,063
|
|
|||||
Restructuring and other costs (3)
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|
35,380
|
|
|
27,839
|
|
|||||
Transaction expenses (4)
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|
—
|
|
|
10,322
|
|
|||||
Asset impairment charges (5)
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|||||
Depreciation
|
18,140
|
|
|
21,619
|
|
|
19,175
|
|
|
19,915
|
|
|
15,700
|
|
|||||
Amortization
|
37,874
|
|
|
32,924
|
|
|
39,298
|
|
|
58,896
|
|
|
48,436
|
|
|||||
Income (loss) from operations
|
152,360
|
|
|
63,644
|
|
|
31,458
|
|
|
(37,530
|
)
|
|
(40,195
|
)
|
|||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(15,448
|
)
|
|
(52,787
|
)
|
|
(60,489
|
)
|
|
(62,007
|
)
|
|
(65,482
|
)
|
|||||
Loss on extinguishment of debt
|
(9,795
|
)
|
|
(46,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
3,857
|
|
|
7,689
|
|
|
(1,649
|
)
|
|
4,679
|
|
|
11,519
|
|
|||||
Income (loss) before provision for income taxes
|
130,974
|
|
|
(28,204
|
)
|
|
(30,680
|
)
|
|
(94,858
|
)
|
|
(94,158
|
)
|
|||||
Income tax (expense) benefit
|
(13,927
|
)
|
|
4,734
|
|
|
(10,849
|
)
|
|
35,744
|
|
|
34,611
|
|
|||||
Net income (loss)
|
117,047
|
|
|
(23,470
|
)
|
|
(41,529
|
)
|
|
(59,114
|
)
|
|
(59,547
|
)
|
|||||
Class C common stock dividends
|
—
|
|
|
(375
|
)
|
|
(500
|
)
|
|
(500
|
)
|
|
(4,500
|
)
|
|||||
Redemption of New Class C common stock
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common shareholders
|
$
|
117,047
|
|
|
$
|
(27,220
|
)
|
|
$
|
(42,029
|
)
|
|
$
|
(59,614
|
)
|
|
$
|
(64,047
|
)
|
Earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.02
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.14
|
)
|
|
$
|
(1.46
|
)
|
Diluted
|
$
|
1.95
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.14
|
)
|
|
$
|
(1.46
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
57,888
|
|
|
53,301
|
|
|
52,009
|
|
|
52,203
|
|
|
43,875
|
|
|||||
Diluted
|
60,146
|
|
|
53,301
|
|
|
52,009
|
|
|
52,203
|
|
|
43,875
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011(1)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Statement of Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
204,740
|
|
|
$
|
131,447
|
|
|
$
|
37,270
|
|
|
$
|
42,999
|
|
|
$
|
(18,533
|
)
|
Investing activities
|
(21,111
|
)
|
|
(27,853
|
)
|
|
(17,714
|
)
|
|
(12,974
|
)
|
|
(369,670
|
)
|
|||||
Financing activities
|
(211,399
|
)
|
|
(67,698
|
)
|
|
(6,841
|
)
|
|
(18,932
|
)
|
|
422,053
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
EBITDA(10)
|
$
|
202,436
|
|
|
$
|
79,126
|
|
|
$
|
88,282
|
|
|
$
|
45,960
|
|
|
$
|
35,460
|
|
Adjusted EBITDA(10)
|
221,360
|
|
|
145,276
|
|
|
105,521
|
|
|
84,366
|
|
|
65,450
|
|
|||||
Adjusted Net Income (Loss)(10)
|
120,174
|
|
|
44,647
|
|
|
16,290
|
|
|
1,539
|
|
|
(9,950
|
)
|
|||||
Adjusted Diluted Earnings per share(10)
|
$
|
2.00
|
|
|
$
|
0.83
|
|
|
$
|
0.31
|
|
|
$
|
0.03
|
|
|
$
|
(0.23
|
)
|
Capital expenditures
|
(21,111
|
)
|
|
(25,551
|
)
|
|
(17,714
|
)
|
|
(9,591
|
)
|
|
(4,763
|
)
|
|||||
Dividends paid
|
—
|
|
|
(375
|
)
|
|
(500
|
)
|
|
(500
|
)
|
|
(4,500
|
)
|
|||||
Redemption of New Class C common stock
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net new business awards(9)
|
1,176,533
|
|
|
949,790
|
|
|
814,177
|
|
|
676,250
|
|
|
449,254
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011(1)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
85,011
|
|
|
$
|
126,453
|
|
|
$
|
96,972
|
|
|
$
|
81,363
|
|
|
$
|
70,960
|
|
Total assets(7)
|
1,211,219
|
|
|
1,241,365
|
|
|
1,227,455
|
|
|
1,250,985
|
|
|
1,366,033
|
|
|||||
Total debt and capital leases(7)(8)
|
501,839
|
|
|
416,257
|
|
|
588,823
|
|
|
587,517
|
|
|
597,721
|
|
|||||
Total shareholders' equity
|
217,434
|
|
|
392,209
|
|
|
276,207
|
|
|
316,830
|
|
|
379,490
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Backlog(6)
|
$
|
1,813,178
|
|
|
$
|
1,589,386
|
|
|
$
|
1,490,787
|
|
|
$
|
1,320,548
|
|
|
$
|
1,221,641
|
|
Net Book-to-Bill ratio(9)
|
1.3x
|
|
|
1.2x
|
|
|
1.2x
|
|
|
1.2x
|
|
|
1.0x
|
|
(1)
|
We acquired Trident Clinical Research Pty Ltd., or Trident, on June 1, 2011 and Kendle on July 12, 2011. The financial results of these entities have been included as of and since the dates of these acquisitions.
|
(2)
|
During the second and third quarters of 2014, we experienced higher-than-normal change order activity estimated to be between
$6 million
and
$12 million
. Net service revenue for 2014 after adjusting for the estimated impact of
$9.0 million
in higher-than-normal change order activity was
$800.7 million
.
|
(3)
|
Restructuring and other costs consist of: (i) severance costs associated with the reduction of our workforce in line with our future business operations and duplicative staff; and (ii) lease obligation and termination costs in connection with the abandonment and closure of redundant facilities as a result of our restructuring initiatives. Other costs consist primarily of information technology and other consulting and legal fees attributable to our integration of Kendle.
|
(4)
|
Transaction expenses for the year ended
December 31, 2015
were
$1.6 million
and primarily consisted of fees associated with the Company's May, August, and December 2015 secondary common stock offerings, debt placement and refinancing and other corporate transactions. Transaction expenses for the year ended December 31, 2014 were $7.9 million and primarily consisted of $4.2 million in debt issuance costs and third party fees associated with the debt refinancing in February and November 2014, $3.4 million of fees associated with the termination of the Avista Capital Partners, L.P. consulting agreement, and $0.3 million of legal fees associated with the MEK Consulting acquisition. Transaction expenses of $0.5 million for the year ended December 31, 2013 related to third-party fees associated with debt refinancing and the legal fees associated with our acquisition of MEK Consulting which was completed in March 2014. Transaction expenses of $10.3 million for the year ended December 31, 2011 related to legal fees, accounting fees and the noncapitalizable portion of bank fees related to our acquisitions of Kendle and Trident.
|
(5)
|
During the year ended December 31, 2015, we recorded a
$3.9 million
impairment charge related to goodwill and long-lived assets associated with our Phase I Services reporting unit. During the year ended December 31, 2014, we recorded a
$17.2 million
impairment charge related to intangible assets and goodwill associated with our Global Consulting, a component of the Clinical Development segment, and Phase I Services reporting units. During the year ended December 31, 2012, we recorded a $4.0 million impairment charge related to the goodwill associated with our Phase I Services reporting unit.
|
(6)
|
Backlog consists of anticipated future net service revenue from contract and pre-contract commitments that are supported by written communications. The dollar amount of our backlog consists of anticipated future net service revenue from business awards that either have not started but are anticipated to begin in the next 12 months, or are in process and have not been completed. The majority of our contracts can be terminated by our customers with 30 days' notice. Backlog has been adjusted to reflect any cancellations or adjustments to the related contracts and changes in the foreign currency exchange rates of awards not denominated in U.S. dollars. Included within backlog at
December 31, 2015
is approximately
$0.84 billion
that we expect to generate revenue in
2016
, with the remainder expected to translate into revenue beyond
2016
. Backlog is not necessarily indicative of future financial performance because it will likely be impacted by a number of factors, including the size and duration of projects, which can be performed over several years, project change orders resulting in increases or decreases in project scope, and cancellations.
|
(7)
|
During 2015, we adopted ASU 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
. As a result, total assets, total debt and capital leases have been reduced by
$3.2 million
,
$3.7 million
,
$5.7 million
,
$6.7 million
and
$7.9 million
of debt issuance costs associated with the our Term Loans and 2015 Revolver as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.
|
(8)
|
Total debt and capital leases includes $5.5 million, $4.6 million, $6.7 million and $8.0 million of unamortized discounts as of December 31, 2014, 2013, 2012 and 2011, respectively.
|
(9)
|
Net new business awards represent the value of future net service revenue awarded during the period supported by contracts or written pre-contract communications from our customers for projects that have received appropriate internal funding approval, are not contingent upon completion of another trial or event, and are expected to commence within the next 12 months, minus the value of cancellations in the same period. Net book-to-bill ratio represents "net new business awards" divided by net service revenue. We believe net book-to-bill ratio is commonly used in our industry and represents a useful indicator of our potential future revenue growth rate in that it measures the rate at which we are generating net new business awards compared to our current revenues. Net book-to-bill is better viewed on a trailing twelve month basis due to the variability within any particular quarter that can be caused by a very large award or cancellation. However, we cannot assure you that the net book-to-bill rate is predictive of future financial performance because it will likely be impacted by a number of factors, including the size and duration of projects, which can be performed over several years, project change orders resulting in increases or decreases in project scope, and cancellations.
|
(10)
|
We report our financial results in accordance with GAAP. To supplement this information, we also use the following non-GAAP financial measures in this report: EBITDA, Adjusted EBITDA, and Adjusted Net Income (Loss) and Diluted Adjusted Earnings per share. For a discussion of the non-GAAP financial measures in this Annual Report on Form 10-K, see "Non-GAAP Financial Measures" below. Investors are encouraged to review the following reconciliations of these non-GAAP measures to our closest reported GAAP measures.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
117,047
|
|
|
$
|
(23,470
|
)
|
|
$
|
(41,529
|
)
|
|
$
|
(59,114
|
)
|
|
$
|
(59,547
|
)
|
Interest expense, net
|
15,448
|
|
|
52,787
|
|
|
60,489
|
|
|
62,007
|
|
|
65,482
|
|
|||||
Income tax expense (benefit)
|
13,927
|
|
|
(4,734
|
)
|
|
10,849
|
|
|
(35,744
|
)
|
|
(34,611
|
)
|
|||||
Depreciation
|
18,140
|
|
|
21,619
|
|
|
19,175
|
|
|
19,915
|
|
|
15,700
|
|
|||||
Amortization
|
37,874
|
|
|
32,924
|
|
|
39,298
|
|
|
58,896
|
|
|
48,436
|
|
|||||
EBITDA
|
202,436
|
|
|
79,126
|
|
|
88,282
|
|
|
45,960
|
|
|
35,460
|
|
|||||
Restructuring and other costs
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|
35,380
|
|
|
27,839
|
|
|||||
Transaction expenses(b)
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|
—
|
|
|
10,322
|
|
|||||
Asset impairment charges
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|||||
Share-based compensation
|
5,074
|
|
|
3,370
|
|
|
2,419
|
|
|
1,248
|
|
|
1,176
|
|
|||||
Contingent consideration treated as compensation expense(a)
|
559
|
|
|
918
|
|
|
253
|
|
|
1,867
|
|
|
1,540
|
|
|||||
Monitoring and advisory fees(c)
|
—
|
|
|
462
|
|
|
582
|
|
|
590
|
|
|
632
|
|
|||||
Other (income) expense
|
(3,857
|
)
|
|
(7,689
|
)
|
|
1,453
|
|
|
(1,944
|
)
|
|
(9,864
|
)
|
|||||
Loss (gain) on unconsolidated affiliates
|
—
|
|
|
—
|
|
|
196
|
|
|
(2,735
|
)
|
|
(1,655
|
)
|
|||||
Loss on extinguishment of debt
|
9,795
|
|
|
46,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change order adjustment(d)
|
—
|
|
|
(9,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
221,360
|
|
|
$
|
145,276
|
|
|
$
|
105,521
|
|
|
$
|
84,366
|
|
|
$
|
65,450
|
|
Adjusted Net Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
117,047
|
|
|
$
|
(23,470
|
)
|
|
$
|
(41,529
|
)
|
|
$
|
(59,114
|
)
|
|
$
|
(59,547
|
)
|
Amortization
|
37,874
|
|
|
32,924
|
|
|
39,298
|
|
|
58,896
|
|
|
48,436
|
|
|||||
Restructuring and other costs
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|
35,380
|
|
|
27,839
|
|
|||||
Transaction expenses(b)
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|
—
|
|
|
10,322
|
|
|||||
Asset impairment charges
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|||||
Share-based compensation
|
5,074
|
|
|
3,370
|
|
|
2,419
|
|
|
1,248
|
|
|
1,176
|
|
|||||
Contingent consideration treated as compensation expense(a)
|
559
|
|
|
918
|
|
|
253
|
|
|
1,867
|
|
|
1,540
|
|
|||||
Monitoring and advisory fees(c)
|
—
|
|
|
462
|
|
|
582
|
|
|
590
|
|
|
632
|
|
|||||
Other (income) expense
|
(3,857
|
)
|
|
(7,689
|
)
|
|
1,453
|
|
|
(1,944
|
)
|
|
(9,864
|
)
|
|||||
Loss (gain) on unconsolidated affiliates
|
—
|
|
|
—
|
|
|
196
|
|
|
(2,735
|
)
|
|
(1,655
|
)
|
|||||
Loss on extinguishment of debt
|
9,795
|
|
|
46,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change order adjustment(d)
|
—
|
|
|
(9,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjust income tax to normalized rate(e)
|
(53,671
|
)
|
|
(30,957
|
)
|
|
1,282
|
|
|
(36,649
|
)
|
|
(28,829
|
)
|
|||||
Adjusted Net Income (Loss)
|
$
|
120,174
|
|
|
$
|
44,647
|
|
|
$
|
16,290
|
|
|
$
|
1,539
|
|
|
$
|
(9,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted diluted earnings per share
|
$
|
2.00
|
|
|
$
|
0.83
|
|
|
$
|
0.31
|
|
|
$
|
0.03
|
|
|
$
|
(0.23
|
)
|
Diluted weighted average common shares outstanding(f)
|
60,146
|
|
|
53,858
|
|
|
52,033
|
|
|
52,236
|
|
|
43,875
|
|
(a)
|
Consists of contingent consideration expense incurred as a result of acquisitions and accounted for as compensation expense under GAAP.
|
(b)
|
Represents fees associated with our initial public offering, registered secondary offerings, debt placement and refinancing, and costs incurred in connection with business combinations and potential acquisitions.
|
(c)
|
Represents monitoring and advisory fees paid to affiliates of Avista Capital Partners, L.P in the periods prior to the initial public offering in November 2014, as well as reimbursements of expenses paid to affiliates of Avista Capital Partners, L.P. and affiliates of Teaches Private Capital pursuant to the Expense Reimbursement Agreement. These arrangements were terminated upon completion of our initial public offering.
|
(d)
|
During the second and third quarters of 2014, we experienced higher-than-normal change order activity estimated to be between
$6 million
and
$12 million
. Adjusted EBITDA, Adjusted Net Income, and Adjusted diluted earnings per share for 2014 have been adjusted by
$9.0 million
to remove the impact of this higher-than-normal change order activity.
|
(e)
|
Our effective tax rate has been adjusted to an overall effective rate of
36%
in 2015 and
37%
in 2014, 2013, 2012 and 2011, in order to reflect the removal of the tax impact of our valuation allowances recorded against our deferred tax assets and changes in the assertion to indefinitely reinvest the undistributed earnings of foreign subsidiaries. Historically, we recorded a valuation allowance against some of our deferred tax assets, but we believe that these valuation allowances cause significant fluctuations in our financial results that are not indicative of our underlying financial performance. Specifically, the majority of our revenue in 2015, 2014 and 2013 was generated in jurisdictions in which we recognized no tax expense or benefit due to changes in this valuation allowance. In 2014 we reversed the valuation allowance in one of our foreign jurisdictions, net of establishment of additional valuation allowances in certain jurisdictions, creating a tax benefit of $18.2 million. During 2015, we reversed the valuation allowance in our U.S. jurisdiction, creating a tax benefit of
$31.9 million
. In addition, 2015 has also been adjusted for the elimination of a $2.6 million benefit from the release of a reserve for a pre-acquisition uncertain tax position associated with Kendle International, Inc., a company we acquired in July 2011.
|
(f)
|
Diluted weighted average common shares outstanding has been adjusted to give effect to dilutive securities for purposes of calculating adjusted diluted earnings per share by 557, 24, and 33 shares for the years ended December 31, 2014, 2013 and 2012, respectively. These shares were excluded from the calculation of GAAP earnings per share as we reported a net loss for the period.
|
•
|
EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA, Adjusted EBITDA and Adjusted Net Income (Loss) do not reflect the cash requirements for such replacements; and
|
•
|
EBITDA, Adjusted EBITDA, and Adjusted Net Income (Loss) do not reflect our actual tax expense or, in the case of EBITDA and Adjusted EBITDA, the cash requirements to pay our taxes.
|
|
For the Years Ended
December 31, |
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||
Net service revenue
|
$
|
914,740
|
|
|
$
|
809,728
|
|
|
$
|
652,418
|
|
|
$
|
105,012
|
|
|
13.0
|
%
|
|
$
|
157,310
|
|
|
24.1
|
%
|
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|
115,428
|
|
|
31.3
|
%
|
|
26,399
|
|
|
7.7
|
%
|
|||||
Total revenue
|
1,399,239
|
|
|
1,178,799
|
|
|
995,090
|
|
|
220,440
|
|
|
18.7
|
%
|
|
183,709
|
|
|
18.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct costs
|
542,404
|
|
|
515,059
|
|
|
432,261
|
|
|
27,345
|
|
|
5.3
|
%
|
|
82,798
|
|
|
19.2
|
%
|
|||||
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|
115,428
|
|
|
31.3
|
%
|
|
26,399
|
|
|
7.7
|
%
|
|||||
Selling, general, and administrative
|
156,609
|
|
|
145,143
|
|
|
117,890
|
|
|
11,466
|
|
|
7.9
|
%
|
|
27,253
|
|
|
23.1
|
%
|
|||||
Restructuring and other costs
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|
(4,407
|
)
|
|
(71.2
|
)%
|
|
(5,636
|
)
|
|
(47.6
|
)%
|
|||||
Transaction expenses
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|
(6,265
|
)
|
|
(79.3
|
)%
|
|
7,394
|
|
|
1,455.5
|
%
|
|||||
Asset impairment charges
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|
(13,314
|
)
|
|
(77.2
|
)%
|
|
17,245
|
|
|
—
|
%
|
|||||
Depreciation and amortization
|
56,014
|
|
|
54,543
|
|
|
58,473
|
|
|
1,471
|
|
|
2.7
|
%
|
|
(3,930
|
)
|
|
(6.7
|
)%
|
|||||
Total operating expenses
|
1,246,879
|
|
|
1,115,155
|
|
|
963,632
|
|
|
131,724
|
|
|
11.8
|
%
|
|
151,523
|
|
|
15.7
|
%
|
|||||
Income from operations
|
152,360
|
|
|
63,644
|
|
|
31,458
|
|
|
88,716
|
|
|
139.4
|
%
|
|
32,186
|
|
|
102.3
|
%
|
|||||
Total other (expense) income, net
|
(21,386
|
)
|
|
(91,848
|
)
|
|
(62,138
|
)
|
|
70,462
|
|
|
76.7
|
%
|
|
(29,710
|
)
|
|
(47.8
|
)%
|
|||||
Income (loss) before provision for income taxes
|
130,974
|
|
|
(28,204
|
)
|
|
(30,680
|
)
|
|
159,178
|
|
|
564.4
|
%
|
|
2,476
|
|
|
8.1
|
%
|
|||||
Income tax (expense) benefit
|
(13,927
|
)
|
|
4,734
|
|
|
(10,849
|
)
|
|
(18,661
|
)
|
|
(394.2
|
)%
|
|
15,583
|
|
|
143.6
|
%
|
|||||
Net income (loss)
|
$
|
117,047
|
|
|
$
|
(23,470
|
)
|
|
$
|
(41,529
|
)
|
|
$
|
140,517
|
|
|
598.7
|
%
|
|
$
|
18,059
|
|
|
43.5
|
%
|
|
For the Years Ended
December 31,
|
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||
Net service revenue
|
$
|
914,740
|
|
|
$
|
809,728
|
|
|
$
|
652,418
|
|
|
$
|
105,012
|
|
|
13.0
|
%
|
|
$
|
157,310
|
|
|
24.1
|
%
|
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|
115,428
|
|
|
31.3
|
%
|
|
26,399
|
|
|
7.7
|
%
|
|||||
Total revenue
|
$
|
1,399,239
|
|
|
$
|
1,178,799
|
|
|
$
|
995,090
|
|
|
$
|
220,440
|
|
|
18.7
|
%
|
|
$
|
183,709
|
|
|
18.5
|
%
|
|
For the Years Ended
December 31, |
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||
Direct costs
|
$
|
542,404
|
|
|
$
|
515,059
|
|
|
$
|
432,261
|
|
|
$
|
27,345
|
|
|
5.3
|
%
|
|
$
|
82,798
|
|
|
19.2
|
%
|
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|
115,428
|
|
|
31.3
|
%
|
|
26,399
|
|
|
7.7
|
%
|
|||||
Total Direct costs and Reimbursable out-of-pocket expenses
|
$
|
1,026,903
|
|
|
$
|
884,130
|
|
|
$
|
774,933
|
|
|
$
|
142,773
|
|
|
16.1
|
%
|
|
$
|
109,197
|
|
|
14.1
|
%
|
|
Year Ended
December 31, 2015 to 2014 |
|
Year Ended
December 31, 2014 to 2013 |
||||
Change in:
|
|
|
|
|
|
||
Salaries, benefits, and incentive compensation
|
$
|
33,093
|
|
|
$
|
74,761
|
|
Other
|
(5,748
|
)
|
|
8,037
|
|
||
Total
|
$
|
27,345
|
|
|
$
|
82,798
|
|
|
For the Years Ended
December 31, |
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||
Selling, general and administrative
|
$
|
156,609
|
|
|
$
|
145,143
|
|
|
$
|
117,890
|
|
|
$
|
11,466
|
|
|
7.9
|
%
|
|
$
|
27,253
|
|
|
23.1
|
%
|
Percentage of net service revenue
|
17.1
|
%
|
|
17.9
|
%
|
|
18.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2015 to 2014 |
|
Year Ended
December 31, 2014 to 2013 |
||||
Change in:
|
|
|
|
|
|
||
Salaries, benefits, and incentive compensation
|
$
|
8,507
|
|
|
$
|
15,059
|
|
Professional services fees
|
830
|
|
|
6,674
|
|
||
Allowance for doubtful accounts
|
(2,579
|
)
|
|
2,358
|
|
||
Facilities and IT related costs
|
1,867
|
|
|
1,672
|
|
||
Marketing
|
3,191
|
|
|
(614
|
)
|
||
Travel
|
513
|
|
|
1,251
|
|
||
Other
|
(863
|
)
|
|
853
|
|
||
Total
|
$
|
11,466
|
|
|
$
|
27,253
|
|
|
For the Years Ended
December 31, |
|
Change
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||
Interest income
|
$
|
192
|
|
|
$
|
249
|
|
|
$
|
310
|
|
|
$
|
(57
|
)
|
|
(22.9
|
)%
|
|
$
|
(61
|
)
|
|
(19.7
|
)%
|
Interest expense
|
(15,640
|
)
|
|
(53,036
|
)
|
|
(60,799
|
)
|
|
37,396
|
|
|
70.5
|
%
|
|
7,763
|
|
|
12.8
|
%
|
|||||
Loss on extinguishment of debt
|
(9,795
|
)
|
|
(46,750
|
)
|
|
—
|
|
|
36,955
|
|
|
79.0
|
%
|
|
(46,750
|
)
|
|
—
|
%
|
|||||
Other income (expense), net
|
3,857
|
|
|
7,689
|
|
|
(1,649
|
)
|
|
(3,832
|
)
|
|
(49.8
|
)%
|
|
9,338
|
|
|
566.3
|
%
|
|||||
Total other (expense) income, net
|
$
|
(21,386
|
)
|
|
$
|
(91,848
|
)
|
|
$
|
(62,138
|
)
|
|
$
|
70,462
|
|
|
76.7
|
%
|
|
$
|
(29,710
|
)
|
|
(47.8
|
)%
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Balance sheet statistics:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
85,011
|
|
|
$
|
126,453
|
|
Restricted cash
|
452
|
|
|
505
|
|
||
Working capital (excluding restricted cash)
|
(52,998
|
)
|
|
46,587
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year |
|
1 - 3
Years |
|
3 - 5
Years |
|
More than
5 Years |
||||||||||
Long-term debt
|
$
|
505,000
|
|
|
$
|
30,000
|
|
|
$
|
81,251
|
|
|
$
|
393,749
|
|
|
$
|
—
|
|
Interest on long-term debt
|
40,680
|
|
|
10,431
|
|
|
19,430
|
|
|
10,819
|
|
|
—
|
|
|||||
Noncancellable purchase commitments
|
37,649
|
|
|
22,131
|
|
|
14,326
|
|
|
1,192
|
|
|
—
|
|
|||||
Operating leases
|
52,181
|
|
|
19,402
|
|
|
25,981
|
|
|
5,471
|
|
|
1,327
|
|
|||||
Capital leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
635,510
|
|
|
$
|
81,964
|
|
|
$
|
140,988
|
|
|
$
|
411,231
|
|
|
$
|
1,327
|
|
•
|
Fair value of our common stock.
Due to the absence of an active market for our common stock prior to our IPO, the fair value of our common stock on the date of the grant was determined in good faith by our Board of Directors with the assistance of management, based on a number of objective and subjective factors consistent with the methodologies outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the AICPA Practice Aid. Each quarter a contemporaneous valuation of our common stock was performed by a related party. For all contemporaneous valuations performed, two commonly accepted valuation approaches were applied to estimate our enterprise value: the guideline public company method and the guideline transactions method. These methods both select a valuation multiple from comparable public companies or transactions, making adjustments for our strengths and weaknesses relative to the selected companies and transactions and applied it to our operating data to determine enterprise value. Subsequent to the IPO, the fair value of our common
|
•
|
Expected Term.
The expected term represents the period that our option awards are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term, we have based our expected term on the simplified method available under GAAP, which utilizes the midpoint between the vesting date and the end of the contractual term.
|
•
|
Expected Volatility.
We use the historical volatilities of a selected peer group because we do not have sufficient trading history to determine the volatility of our common stock. We intend to continue to rely on this information until a sufficient amount of historical information regarding the volatility of our own stock becomes available, or unless the circumstances change such that the identified companies are no longer similar to us.
|
•
|
Risk-Free Interest Rate.
We use the implied yield available on U.S. Treasury zero-coupon bonds with an equivalent remaining term of the options for each option group to represent the risk-free interest rate.
|
•
|
Expected Dividend Yield.
We have not paid and do not expect to pay dividends on our common stock, therefore, we use a zero-percent dividend rate.
|
|
Page
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Net service revenue
|
$
|
914,740
|
|
|
$
|
809,728
|
|
|
$
|
652,418
|
|
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|||
Total revenue
|
1,399,239
|
|
|
1,178,799
|
|
|
995,090
|
|
|||
|
|
|
|
|
|
||||||
Costs and operating expenses:
|
|
|
|
|
|
||||||
Direct costs
|
542,404
|
|
|
515,059
|
|
|
432,261
|
|
|||
Reimbursable out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|||
Selling, general, and administrative
|
156,609
|
|
|
145,143
|
|
|
117,890
|
|
|||
Restructuring and other costs
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|||
Transaction expenses
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|||
Asset impairment charges
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|||
Depreciation
|
18,140
|
|
|
21,619
|
|
|
19,175
|
|
|||
Amortization
|
37,874
|
|
|
32,924
|
|
|
39,298
|
|
|||
Total operating expenses
|
1,246,879
|
|
|
1,115,155
|
|
|
963,632
|
|
|||
Income from operations
|
152,360
|
|
|
63,644
|
|
|
31,458
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
192
|
|
|
249
|
|
|
310
|
|
|||
Interest expense
|
(15,640
|
)
|
|
(53,036
|
)
|
|
(60,799
|
)
|
|||
Loss on extinguishment of debt
|
(9,795
|
)
|
|
(46,750
|
)
|
|
—
|
|
|||
Other income (expense), net
|
3,857
|
|
|
7,689
|
|
|
(1,649
|
)
|
|||
Total other (expense) income, net
|
(21,386
|
)
|
|
(91,848
|
)
|
|
(62,138
|
)
|
|||
Income (loss) before provision for income taxes
|
130,974
|
|
|
(28,204
|
)
|
|
(30,680
|
)
|
|||
Income tax (expense) benefit
|
(13,927
|
)
|
|
4,734
|
|
|
(10,849
|
)
|
|||
Net income (loss)
|
117,047
|
|
|
(23,470
|
)
|
|
(41,529
|
)
|
|||
Class C common stock dividends
|
—
|
|
|
(375
|
)
|
|
(500
|
)
|
|||
Redemption of New Class C common stock
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common shareholders
|
$
|
117,047
|
|
|
$
|
(27,220
|
)
|
|
$
|
(42,029
|
)
|
|
|
|
|
|
|
||||||
Earnings per share attributable to common shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.02
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.81
|
)
|
Diluted
|
$
|
1.95
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.81
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
57,888
|
|
|
53,301
|
|
|
52,009
|
|
|||
Diluted
|
60,146
|
|
|
53,301
|
|
|
52,009
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Net income (loss)
|
$
|
117,047
|
|
|
$
|
(23,470
|
)
|
|
$
|
(41,529
|
)
|
Foreign currency translation adjustments, net of tax benefit (expense) of $0, $44 and ($44), respectively
|
(15,343
|
)
|
|
(16,359
|
)
|
|
70
|
|
|||
Comprehensive income (loss)
|
$
|
101,704
|
|
|
$
|
(39,829
|
)
|
|
$
|
(41,459
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
85,011
|
|
|
$
|
126,453
|
|
Restricted cash
|
452
|
|
|
505
|
|
||
Accounts receivable:
|
|
|
|
|
|
||
Billed, net
|
158,315
|
|
|
130,270
|
|
||
Unbilled
|
139,697
|
|
|
118,101
|
|
||
Current portion of deferred income taxes
|
—
|
|
|
16,177
|
|
||
Prepaid expenses and other current assets
|
38,571
|
|
|
34,758
|
|
||
Total current assets
|
422,046
|
|
|
426,264
|
|
||
Property and equipment, net
|
44,813
|
|
|
43,725
|
|
||
Goodwill
|
553,008
|
|
|
556,863
|
|
||
Intangible assets, net
|
152,340
|
|
|
190,359
|
|
||
Deferred income taxes, less current portion
|
12,073
|
|
|
15,665
|
|
||
Other long-term assets
|
26,939
|
|
|
8,489
|
|
||
Total assets
|
$
|
1,211,219
|
|
|
$
|
1,241,365
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
22,497
|
|
|
$
|
16,548
|
|
Accrued liabilities
|
111,262
|
|
|
111,655
|
|
||
Deferred revenue
|
311,029
|
|
|
246,902
|
|
||
Current portion of long-term debt
|
29,804
|
|
|
3,615
|
|
||
Capital lease obligations
|
—
|
|
|
452
|
|
||
Total current liabilities
|
474,592
|
|
|
379,172
|
|
||
Long-term debt, less current portion
|
472,035
|
|
|
412,190
|
|
||
Deferred income taxes
|
28,066
|
|
|
30,368
|
|
||
Other long-term liabilities
|
19,092
|
|
|
27,426
|
|
||
Total liabilities
|
993,785
|
|
|
849,156
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 600,000,000 shares authorized, 53,871,484 and 61,233,850 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
539
|
|
|
612
|
|
||
Additional paid-in capital
|
559,910
|
|
|
634,946
|
|
||
Accumulated other comprehensive loss
|
(41,543
|
)
|
|
(26,200
|
)
|
||
Accumulated deficit
|
(301,472
|
)
|
|
(217,149
|
)
|
||
Total shareholders' equity
|
217,434
|
|
|
392,209
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,211,219
|
|
|
$
|
1,241,365
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
117,047
|
|
|
$
|
(23,470
|
)
|
|
$
|
(41,529
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
56,014
|
|
|
54,543
|
|
|
58,473
|
|
|||
Stock repurchase costs
|
1,637
|
|
|
—
|
|
|
—
|
|
|||
Amortization of capitalized loan fees
|
1,346
|
|
|
5,700
|
|
|
7,073
|
|
|||
Share-based compensation
|
5,074
|
|
|
3,370
|
|
|
2,419
|
|
|||
Provision (recovery) for doubtful accounts
|
(144
|
)
|
|
2,435
|
|
|
77
|
|
|||
Deferred income taxes
|
4,134
|
|
|
(14,837
|
)
|
|
3,646
|
|
|||
Foreign currency adjustments
|
(795
|
)
|
|
(7,390
|
)
|
|
409
|
|
|||
Asset impairment charges
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|||
Loss on extinguishment of debt and other debt refinancing costs
|
9,795
|
|
|
49,227
|
|
|
—
|
|
|||
Excess income tax benefits from share-based awards
|
(975
|
)
|
|
—
|
|
|
—
|
|
|||
Other adjustments
|
(82
|
)
|
|
(853
|
)
|
|
477
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable billed and unbilled
|
(54,073
|
)
|
|
(24,259
|
)
|
|
(2,537
|
)
|
|||
Accounts payable and accrued expenses
|
8,186
|
|
|
25,743
|
|
|
(438
|
)
|
|||
Deferred revenue
|
68,500
|
|
|
42,742
|
|
|
7,036
|
|
|||
Other assets and liabilities
|
(14,855
|
)
|
|
1,251
|
|
|
2,164
|
|
|||
Net cash provided by operating activities
|
204,740
|
|
|
131,447
|
|
|
37,270
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
(2,302
|
)
|
|
—
|
|
|||
Purchase of property and equipment
|
(21,111
|
)
|
|
(25,551
|
)
|
|
(17,714
|
)
|
|||
Net cash used in investing activities
|
(21,111
|
)
|
|
(27,853
|
)
|
|
(17,714
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
$
|
525,000
|
|
|
$
|
288,365
|
|
|
$
|
2,835
|
|
Payments of debt financing costs
|
(4,987
|
)
|
|
(5,364
|
)
|
|
—
|
|
|||
Payments on long-term debt
|
(475,001
|
)
|
|
(164,095
|
)
|
|
(3,520
|
)
|
|||
Proceeds from revolving credit facility
|
45,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of revolving credit facility
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of notes payable and breakage fees
|
—
|
|
|
(336,385
|
)
|
|
—
|
|
|||
Payments related to business combinations
|
(973
|
)
|
|
—
|
|
|
(1,266
|
)
|
|||
Principal payments toward capital lease obligations
|
(452
|
)
|
|
(2,680
|
)
|
|
(3,307
|
)
|
|||
Payments of stock repurchase costs
|
(1,423
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for repurchase of common stock
|
(285,000
|
)
|
|
(38
|
)
|
|
(1,390
|
)
|
|||
Proceeds from the issuance of common stock
|
—
|
|
|
156,113
|
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
3,656
|
|
|
145
|
|
|
307
|
|
|||
Payments related to tax withholding for share-based compensation
|
(3,194
|
)
|
|
—
|
|
|
—
|
|
|||
Excess income tax benefits from share-based awards
|
975
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
—
|
|
|
(375
|
)
|
|
(500
|
)
|
|||
Redemption of New Class C and D common stock
|
—
|
|
|
(3,384
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(211,399
|
)
|
|
(67,698
|
)
|
|
(6,841
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(13,672
|
)
|
|
(6,415
|
)
|
|
2,894
|
|
|||
Net change in cash and cash equivalents
|
(41,442
|
)
|
|
29,481
|
|
|
15,609
|
|
|||
Cash and cash equivalents at the beginning of the year
|
126,453
|
|
|
96,972
|
|
|
81,363
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
85,011
|
|
|
$
|
126,453
|
|
|
$
|
96,972
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
8,251
|
|
|
$
|
6,304
|
|
|
$
|
2,896
|
|
Cash paid for interest
|
17,533
|
|
|
64,347
|
|
|
54,191
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosure of noncash investing and financing activities
|
|
|
|
|
|
||||||
Capital lease obligations for purchase of property and equipment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
470
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated
Deficit
|
|
Total
Shareholders'
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||
Balance at December 31, 2012
|
104,015
|
|
|
$
|
1,051
|
|
|
$
|
477,853
|
|
|
$
|
(5,361
|
)
|
|
$
|
(9,911
|
)
|
|
$
|
(146,802
|
)
|
|
$
|
316,830
|
|
Treasury stock acquired
|
(292
|
)
|
|
—
|
|
|
—
|
|
|
(1,390
|
)
|
|
—
|
|
|
—
|
|
|
(1,390
|
)
|
||||||
Exercise of stock options
|
72
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,419
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
(500
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,529
|
)
|
|
(41,529
|
)
|
||||||
Foreign currency translation adjustment, net of tax expense, $44
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
||||||
Balance at December 31, 2013
|
103,795
|
|
|
1,051
|
|
|
480,579
|
|
|
(6,751
|
)
|
|
(9,841
|
)
|
|
(188,831
|
)
|
|
276,207
|
|
||||||
Issuance of common stock
|
9,324
|
|
|
93
|
|
|
156,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156,113
|
|
||||||
Redemption of New Class D common stock
|
(51,910
|
)
|
|
(519
|
)
|
|
510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Treasury stock acquired
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
||||||
Treasury stock retired
|
—
|
|
|
(14
|
)
|
|
(5,677
|
)
|
|
6,789
|
|
|
—
|
|
|
(1,098
|
)
|
|
—
|
|
||||||
Exercise of stock options
|
29
|
|
|
1
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,370
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(375
|
)
|
|
(375
|
)
|
||||||
Redemption of New Class C common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
|
(3,375
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,470
|
)
|
|
(23,470
|
)
|
||||||
Foreign currency translation adjustment, net of tax benefit, $44
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,359
|
)
|
|
—
|
|
|
(16,359
|
)
|
||||||
Balance at December 31, 2014
|
61,234
|
|
|
612
|
|
|
634,946
|
|
|
—
|
|
|
(26,200
|
)
|
|
(217,149
|
)
|
|
392,209
|
|
||||||
Stock Repurchase
|
(8,054
|
)
|
|
(80
|
)
|
|
(83,550
|
)
|
|
—
|
|
|
—
|
|
|
(201,370
|
)
|
|
(285,000
|
)
|
||||||
Net Exercise of stock options and payment for tax withholding
|
156
|
|
|
2
|
|
|
(3,196
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,194
|
)
|
||||||
Exercise of stock options
|
535
|
|
|
5
|
|
|
5,661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,666
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
5,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,074
|
|
||||||
Income tax benefit from share-based award activities
|
—
|
|
|
—
|
|
|
975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
975
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,047
|
|
|
117,047
|
|
||||||
Foreign currency translation adjustment, net of tax expense, $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,343
|
)
|
|
—
|
|
|
(15,343
|
)
|
||||||
Balance at December 31, 2015
|
53,871
|
|
|
$
|
539
|
|
|
$
|
559,910
|
|
|
$
|
—
|
|
|
$
|
(41,543
|
)
|
|
$
|
(301,472
|
)
|
|
$
|
217,434
|
|
Buildings
|
39 years
|
Furniture and equipment
|
5 years
|
Computer equipment and software
|
3 years
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Accounts receivable, billed
|
$
|
161,872
|
|
|
$
|
133,997
|
|
Less allowance for doubtful accounts
|
(3,557
|
)
|
|
(3,727
|
)
|
||
Accounts receivable, billed, net
|
$
|
158,315
|
|
|
$
|
130,270
|
|
|
Years Ended
December 31, |
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at the beginning of the period
|
$
|
(3,727
|
)
|
|
$
|
(1,384
|
)
|
|
$
|
(1,748
|
)
|
Current year recovery (provision)
|
144
|
|
|
(2,435
|
)
|
|
(77
|
)
|
|||
Write-offs, net of recoveries
|
26
|
|
|
92
|
|
|
441
|
|
|||
Balance at the end of the period
|
$
|
(3,557
|
)
|
|
$
|
(3,727
|
)
|
|
$
|
(1,384
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Software
|
$
|
33,087
|
|
|
$
|
30,807
|
|
Computer equipment
|
23,764
|
|
|
20,588
|
|
||
Leasehold improvements
|
13,920
|
|
|
12,424
|
|
||
Office furniture, fixtures, and equipment
|
9,173
|
|
|
8,301
|
|
||
Real property
|
4,597
|
|
|
5,114
|
|
||
Assets not yet placed in service
|
7,491
|
|
|
5,698
|
|
||
|
92,032
|
|
|
82,932
|
|
||
Less accumulated depreciation
|
(47,219
|
)
|
|
(39,207
|
)
|
||
Property and equipment, net
|
$
|
44,813
|
|
|
$
|
43,725
|
|
|
Total
|
|
Clinical
Development Services |
|
Phase I
Services |
||||||
Balance at December 31, 2013:
|
|
|
|
|
|
||||||
Gross goodwill
|
$
|
567,365
|
|
|
$
|
559,223
|
|
|
$
|
8,142
|
|
Accumulated impairment losses
|
(4,000
|
)
|
|
—
|
|
|
(4,000
|
)
|
|||
Total goodwill and accumulated impairment losses
|
563,365
|
|
|
559,223
|
|
|
4,142
|
|
|||
2014 Activity:
|
|
|
|
|
|
||||||
Acquisition of MEK
|
2,327
|
|
|
2,327
|
|
|
—
|
|
|||
Impairment of goodwill
|
(9,243
|
)
|
|
(8,024
|
)
|
|
(1,219
|
)
|
|||
Impact of foreign currency translation and other
|
414
|
|
|
414
|
|
|
—
|
|
|||
Balance at December 31, 2014:
|
|
|
|
|
|
||||||
Gross goodwill
|
570,106
|
|
|
561,964
|
|
|
8,142
|
|
|||
Accumulated impairment losses
|
(13,243
|
)
|
|
(8,024
|
)
|
|
(5,219
|
)
|
|||
Total goodwill and accumulated impairment losses
|
556,863
|
|
|
553,940
|
|
|
2,923
|
|
|||
2015 Activity:
|
|
|
|
|
|
||||||
Impairment of goodwill
|
(2,923
|
)
|
|
—
|
|
|
(2,923
|
)
|
|||
Impact of foreign currency translation and other
|
(932
|
)
|
|
(932
|
)
|
|
—
|
|
|||
Balance at December 31, 2015:
|
|
|
|
|
|
||||||
Gross goodwill
|
569,174
|
|
|
561,032
|
|
|
8,142
|
|
|||
Accumulated impairment losses
|
(16,166
|
)
|
|
(8,024
|
)
|
|
(8,142
|
)
|
|||
Total goodwill and accumulated impairment losses
|
$
|
553,008
|
|
|
$
|
553,008
|
|
|
$
|
—
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Intangible Assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
267,720
|
|
|
$
|
(150,380
|
)
|
|
$
|
117,340
|
|
|
$
|
267,955
|
|
|
$
|
(112,617
|
)
|
|
$
|
155,338
|
|
Acquired backlog
|
—
|
|
|
—
|
|
|
—
|
|
|
2,049
|
|
|
(2,049
|
)
|
|
—
|
|
||||||
Trademarks — other
|
—
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
(183
|
)
|
|
21
|
|
||||||
Noncompete agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
(57
|
)
|
|
—
|
|
||||||
Total intangible assets with finite lives
|
267,720
|
|
|
(150,380
|
)
|
|
117,340
|
|
|
270,265
|
|
|
(114,906
|
)
|
|
155,359
|
|
||||||
Trademarks — INC — indefinite-lived
|
35,000
|
|
|
—
|
|
|
35,000
|
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
||||||
Intangible assets, net
|
$
|
302,720
|
|
|
$
|
(150,380
|
)
|
|
$
|
152,340
|
|
|
$
|
305,265
|
|
|
$
|
(114,906
|
)
|
|
$
|
190,359
|
|
Fiscal Year Ending:
|
|
||
December 31, 2016
|
$
|
37,830
|
|
December 31, 2017
|
28,447
|
|
|
December 31, 2018
|
19,064
|
|
|
December 31, 2019
|
19,064
|
|
|
December 31, 2020
|
12,770
|
|
|
Thereafter
|
165
|
|
|
Total
|
$
|
117,340
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Compensation, including bonuses, fringe benefits, and payroll taxes
|
$
|
71,013
|
|
|
$
|
64,555
|
|
Accrued interest
|
368
|
|
|
2,678
|
|
||
Accrued taxes
|
4,202
|
|
|
10,784
|
|
||
Accrued rebates to customers
|
11,370
|
|
|
7,742
|
|
||
Accrued professional fees
|
5,190
|
|
|
6,614
|
|
||
Accrued restructuring costs, current portion
|
2,230
|
|
|
1,777
|
|
||
Contingent consideration payable on acquisitions
|
—
|
|
|
1,113
|
|
||
Current portion of deferred income tax liability
|
—
|
|
|
319
|
|
||
Other liabilities
|
16,889
|
|
|
16,073
|
|
||
Total accrued liabilities
|
$
|
111,262
|
|
|
$
|
111,655
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Uncertain tax positions
|
$
|
9,354
|
|
|
$
|
13,012
|
|
Accrued restructuring costs, less current portion
|
2,496
|
|
|
4,367
|
|
||
Other liabilities
|
7,242
|
|
|
10,047
|
|
||
Total other long-term liabilities
|
$
|
19,092
|
|
|
$
|
27,426
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Net realized foreign currency gain (loss)
|
$
|
2,237
|
|
|
$
|
124
|
|
|
$
|
(1,360
|
)
|
Net unrealized foreign currency gain (loss)
|
795
|
|
|
7,390
|
|
|
(409
|
)
|
|||
Other, net
|
825
|
|
|
175
|
|
|
120
|
|
|||
Total other income (expense), net
|
$
|
3,857
|
|
|
$
|
7,689
|
|
|
$
|
(1,649
|
)
|
|
March 5, 2014
|
||
Cash
|
$
|
3,000
|
|
Contingent consideration
|
1,000
|
|
|
Total fair value
|
4,000
|
|
|
Assets acquired:
|
|
|
|
Cash and cash equivalents
|
283
|
|
|
Accounts receivable
|
1,308
|
|
|
Other current assets
|
10
|
|
|
Property and equipment
|
56
|
|
|
Intangible assets
|
369
|
|
|
Other assets
|
4
|
|
|
Total assets acquired
|
2,030
|
|
|
Liabilities assumed:
|
|
|
|
Accounts payable
|
137
|
|
|
Accrued liabilities
|
250
|
|
|
Total liabilities assumed
|
387
|
|
|
Net identifiable assets acquired
|
1,643
|
|
|
Impact of foreign currency translation
|
30
|
|
|
Resulting goodwill
|
$
|
2,327
|
|
2016
|
$
|
30,000
|
|
2017
|
35,313
|
|
|
2018
|
45,938
|
|
|
2019
|
59,062
|
|
|
2020
|
334,687
|
|
|
Deferred issuance costs
|
(3,161
|
)
|
|
Total long-term debt
|
501,839
|
|
|
Less current portion
|
(29,804
|
)
|
|
Total long-term debt, less current portion
|
$
|
472,035
|
|
|
Operating Leases
|
||
2016
|
$
|
19,402
|
|
2017
|
15,167
|
|
|
2018
|
10,814
|
|
|
2019
|
3,849
|
|
|
2020
|
1,622
|
|
|
2021 and thereafter
|
1,327
|
|
|
Total minimum payments
|
$
|
52,181
|
|
|
Employee
Severance
Costs
|
|
Facility
Closure
Charges
|
|
Other
Charges
|
|
Total
|
||||||||
Balance at December 31, 2012
|
$
|
2,573
|
|
|
$
|
6,665
|
|
|
$
|
851
|
|
|
$
|
10,089
|
|
Expenses incurred
|
7,892
|
|
|
1,829
|
|
|
2,107
|
|
|
11,828
|
|
||||
Payments made
|
(10,465
|
)
|
|
(2,957
|
)
|
|
(2,473
|
)
|
|
(15,895
|
)
|
||||
Balance at December 31, 2013
|
—
|
|
|
5,537
|
|
|
485
|
|
|
6,022
|
|
||||
Expenses incurred
|
2,716
|
|
|
3,445
|
|
|
31
|
|
|
6,192
|
|
||||
Payments made
|
(2,716
|
)
|
|
(2,838
|
)
|
|
(516
|
)
|
|
(6,070
|
)
|
||||
Balance at December 31, 2014
|
—
|
|
|
6,144
|
|
|
—
|
|
|
6,144
|
|
||||
Expenses incurred
|
2,666
|
|
|
(881
|
)
|
|
—
|
|
|
1,785
|
|
||||
Payments made
|
(1,601
|
)
|
|
(1,602
|
)
|
|
—
|
|
|
(3,203
|
)
|
||||
Balance at December 31, 2015
|
$
|
1,065
|
|
|
$
|
3,661
|
|
|
$
|
—
|
|
|
$
|
4,726
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
Shares Authorized:
|
|
|
|
|
|
Class A common stock
|
300,000,000
|
|
|
300,000,000
|
|
Class B common stock
|
300,000,000
|
|
|
300,000,000
|
|
Class C common stock
|
—
|
|
|
—
|
|
Preferred stock
|
30,000,000
|
|
|
30,000,000
|
|
Total shares authorized
|
630,000,000
|
|
|
630,000,000
|
|
Shares Issued:
|
|
|
|
|
|
Class A common stock
|
53,871,484
|
|
|
51,199,856
|
|
Class B common stock
|
—
|
|
|
10,033,994
|
|
Class C common stock
|
—
|
|
|
—
|
|
Preferred stock
|
—
|
|
|
—
|
|
Total shares issued
|
53,871,484
|
|
|
61,233,850
|
|
Shares Outstanding:
|
|
|
|
|
|
Class A common stock
|
53,871,484
|
|
|
51,199,856
|
|
Class B common stock
|
—
|
|
|
10,033,994
|
|
Class C common stock
|
—
|
|
|
—
|
|
Preferred stock
|
—
|
|
|
—
|
|
Total shares outstanding
|
53,871,484
|
|
|
61,233,850
|
|
|
Number of
Options |
|
Weighted
Average Exercise Price |
|
Weighted Average
Remaining Contractual Life (in years) |
|
Aggregate Intrinsic Value
(in thousands) |
|||||
Outstanding at December 31, 2014
|
3,930,220
|
|
|
$
|
11.64
|
|
|
|
|
|
||
Granted
|
447,886
|
|
|
41.65
|
|
|
|
|
|
|||
Exercised
|
(854,592
|
)
|
|
10.43
|
|
|
|
|
|
|||
Forfeited
|
(91,845
|
)
|
|
16.24
|
|
|
|
|
|
|||
Expired
|
(10,244
|
)
|
|
10.57
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
3,421,425
|
|
|
$
|
15.75
|
|
|
7.21
|
|
$
|
112,071
|
|
Vested and expected to vest at December 31, 2015
|
3,248,787
|
|
|
$
|
15.52
|
|
|
7.16
|
|
$
|
107,179
|
|
Exercisable at December 31, 2015
|
1,335,597
|
|
|
$
|
10.61
|
|
|
6.12
|
|
$
|
50,622
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant date fair value of options granted
|
$
|
13.80
|
|
|
$
|
5.59
|
|
|
$
|
4.48
|
|
Total intrinsic value of options exercised
|
$
|
27,560
|
|
|
$
|
133
|
|
|
$
|
74
|
|
|
Number of RSUs
|
|
Weighted Average
Grant Date Fair Value |
|||
Non-vested at December 31, 2014
|
674
|
|
|
$
|
24.61
|
|
Granted
|
226,206
|
|
|
41.71
|
|
|
Vested
|
(225
|
)
|
|
24.61
|
|
|
Forfeited
|
(1,545
|
)
|
|
43.16
|
|
|
Non-vested at December 31, 2015
|
225,110
|
|
|
$
|
41.67
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Direct Costs
|
$
|
2,282
|
|
|
$
|
1,371
|
|
|
$
|
1,032
|
|
Selling, general, and administrative
|
2,792
|
|
|
1,999
|
|
|
1,387
|
|
|||
Total share-based compensation expense
|
$
|
5,074
|
|
|
$
|
3,370
|
|
|
$
|
2,419
|
|
|
Years Ended December 31,
|
||||
|
2015
|
|
2014
|
|
2013
|
Expected volatility of the Company's stock
|
30.5% - 32.8%
|
|
30.0% - 34.8%
|
|
36.0% – 42.8%
|
Risk-free interest rate
|
1.38% - 1.88%
|
|
1.7% - 2.5%
|
|
0.9% – 2.3%
|
Expected life of option (in years)
|
6
|
|
5 - 7.6
|
|
5.5 – 7.5
|
Expected dividend yield on the Company's stock
|
—%
|
|
—%
|
|
—%
|
|
Years Ended
December 31, |
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
61,392
|
|
|
$
|
(75,000
|
)
|
|
$
|
(76,664
|
)
|
Foreign
|
69,582
|
|
|
46,796
|
|
|
45,984
|
|
|||
Income (loss) before provision for income taxes
|
$
|
130,974
|
|
|
$
|
(28,204
|
)
|
|
$
|
(30,680
|
)
|
|
Years Ended
December 31, |
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Federal income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
$
|
(3,563
|
)
|
|
$
|
(400
|
)
|
|
$
|
(199
|
)
|
Deferred
|
(3,600
|
)
|
|
1,059
|
|
|
(3,090
|
)
|
|||
Foreign income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
(5,805
|
)
|
|
(9,060
|
)
|
|
(6,627
|
)
|
|||
Deferred
|
(4,314
|
)
|
|
13,892
|
|
|
(1,604
|
)
|
|||
State income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
(425
|
)
|
|
(643
|
)
|
|
(377
|
)
|
|||
Deferred
|
3,780
|
|
|
(114
|
)
|
|
1,048
|
|
|||
Income tax (expense) benefit
|
$
|
(13,927
|
)
|
|
$
|
4,734
|
|
|
$
|
(10,849
|
)
|
|
Years Ended
December 31, |
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
U.S. federal income tax (expense) benefit at statutory rate
|
$
|
(45,844
|
)
|
|
$
|
9,871
|
|
|
$
|
10,738
|
|
Increase (decrease) in income tax benefit (expense) resulting from:
|
|
|
|
|
|
||||||
Foreign income inclusion
|
(7,056
|
)
|
|
(11,794
|
)
|
|
—
|
|
|||
U.S. taxes recorded on previous foreign earnings
|
—
|
|
|
10,043
|
|
|
(13,909
|
)
|
|||
Decrease (increase) in valuation allowance
|
31,929
|
|
|
(1,527
|
)
|
|
(10,175
|
)
|
|||
Foreign branch earnings
|
—
|
|
|
(1,976
|
)
|
|
(536
|
)
|
|||
Tax credits
|
1,879
|
|
|
1,080
|
|
|
1,824
|
|
|||
Income not subject to taxation
|
254
|
|
|
931
|
|
|
1,308
|
|
|||
State and local taxes, net of federal benefit
|
(4,184
|
)
|
|
2,124
|
|
|
2,363
|
|
|||
Capitalized transaction costs
|
—
|
|
|
(1,256
|
)
|
|
—
|
|
|||
Impact of foreign rate differential
|
11,490
|
|
|
4,536
|
|
|
3,938
|
|
|||
Decrease (increase) in reserve for uncertain tax positions
|
4,375
|
|
|
(783
|
)
|
|
(2,125
|
)
|
|||
Provision to tax return and other deferred tax adjustments (a)
|
(5,322
|
)
|
|
(2,718
|
)
|
|
(4,226
|
)
|
|||
Goodwill impairment
|
(1,023
|
)
|
|
(3,235
|
)
|
|
—
|
|
|||
Other, net
|
(425
|
)
|
|
(562
|
)
|
|
(49
|
)
|
|||
Income tax (expense) benefit
|
$
|
(13,927
|
)
|
|
$
|
4,734
|
|
|
$
|
(10,849
|
)
|
(a)
|
Included within the Provision to tax return and other deferred tax adjustment for 2015 is approximately
$2.1 million
related to changes in the tax rates.
|
|
Years Ended
December 31, |
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at the beginning of the period
|
$
|
48,660
|
|
|
$
|
46,461
|
|
|
$
|
36,860
|
|
Charged (credited) to income tax expense
|
(31,929
|
)
|
|
1,527
|
|
|
10,175
|
|
|||
Other adjustments(a)
|
—
|
|
|
672
|
|
|
(574
|
)
|
|||
Balance at the end of the period
|
$
|
16,731
|
|
|
$
|
48,660
|
|
|
$
|
46,461
|
|
(a)
|
Other adjustments denote the effects of foreign currency exchange, write-offs, recoveries and certain reclassifications related to ASC 740 Income Taxes.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating losses
|
$
|
18,381
|
|
|
$
|
80,844
|
|
Tax credits
|
13,166
|
|
|
15,727
|
|
||
Deferred revenue
|
2,857
|
|
|
2,683
|
|
||
Foreign exchange
|
2,865
|
|
|
1,767
|
|
||
Employee compensation and other benefits
|
15,130
|
|
|
14,446
|
|
||
Allowance for doubtful accounts
|
2,162
|
|
|
2,058
|
|
||
Deferred rent
|
702
|
|
|
775
|
|
||
Accrued liabilities
|
4,963
|
|
|
5,910
|
|
||
Other
|
292
|
|
|
932
|
|
||
Total deferred tax assets
|
60,518
|
|
|
125,142
|
|
||
Less: valuation allowance
|
(16,731
|
)
|
|
(48,660
|
)
|
||
Net deferred tax assets
|
43,787
|
|
|
76,482
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Undistributed foreign earnings
|
(411
|
)
|
|
—
|
|
||
Foreign branch operations
|
(3,327
|
)
|
|
(3,918
|
)
|
||
Depreciation and amortization
|
(56,042
|
)
|
|
(71,409
|
)
|
||
Total deferred tax liabilities
|
(59,780
|
)
|
|
(75,327
|
)
|
||
Net deferred tax (liabilities) assets
|
$
|
(15,993
|
)
|
|
$
|
1,155
|
|
Gross tax liability at December 31, 2012
|
$
|
22,518
|
|
Statute closures
|
(78
|
)
|
|
Additions for tax positions of prior years
|
1,250
|
|
|
Gross tax liability at December 31, 2013
|
23,690
|
|
|
Statute closures
|
(952
|
)
|
|
Additions for tax positions of prior years
|
286
|
|
|
Reductions for tax positions of prior years
|
(485
|
)
|
|
Impact of changes in exchange rates
|
(774
|
)
|
|
Settlements for tax positions of prior years
|
(199
|
)
|
|
Gross tax liability at December 31, 2014
|
21,566
|
|
|
Statute closures
|
(2,106
|
)
|
|
Additions for tax positions of prior years
|
2,001
|
|
|
Reductions for tax positions of prior years
|
(1,594
|
)
|
|
Impact of changes in exchange rates
|
(837
|
)
|
|
Gross tax liability at December 31, 2015
|
$
|
19,030
|
|
|
Net Income (Loss)
(Numerator) |
|
Number of
Shares (Denominator) |
|
Per Share
Amount |
|||||
For the year ended December 31, 2015
|
|
|
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
117,047
|
|
|
57,888
|
|
|
$
|
2.02
|
|
Effect of dilutive securities
|
—
|
|
|
2,258
|
|
|
|
|||
Diluted earnings per share
|
$
|
117,047
|
|
|
60,146
|
|
|
$
|
1.95
|
|
For the year ended December 31, 2014
|
|
|
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
(27,220
|
)
|
|
53,301
|
|
|
$
|
(0.51
|
)
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
|
|||
Diluted earnings per share
|
$
|
(27,220
|
)
|
|
53,301
|
|
|
$
|
(0.51
|
)
|
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
(42,029
|
)
|
|
52,009
|
|
|
$
|
(0.81
|
)
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
|
|||
Diluted earnings per share
|
$
|
(42,029
|
)
|
|
52,009
|
|
|
$
|
(0.81
|
)
|
|
For the Years Ended
December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average number of stock options and RSUs calculated using the treasury stock method that were excluded due to the assumed exercise/threshold price exceeding the average market price of the Company's common stock during the period
|
268
|
|
|
709
|
|
|
1,318
|
|
Weighted average number of stock options calculated using the treasury stock method that were excluded due to the reporting of a net loss for the period
|
—
|
|
|
558
|
|
|
24
|
|
Total common stock equivalents excluded from diluted earnings per share computation
|
268
|
|
|
1,267
|
|
|
1,342
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||
Clinical Development Services
|
$
|
899,024
|
|
|
$
|
798,731
|
|
|
$
|
629,111
|
|
Phase I Services
|
15,716
|
|
|
10,997
|
|
|
23,307
|
|
|||
Segment revenue
|
914,740
|
|
|
809,728
|
|
|
652,418
|
|
|||
Reimbursable out-of-pocket expenses not allocated to segments
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|||
Total revenue
|
$
|
1,399,239
|
|
|
$
|
1,178,799
|
|
|
$
|
995,090
|
|
Direct costs:
|
|
|
|
|
|
|
|
|
|||
Clinical Development Services
|
$
|
531,265
|
|
|
$
|
505,101
|
|
|
$
|
418,222
|
|
Phase I Services
|
11,139
|
|
|
9,958
|
|
|
14,039
|
|
|||
Segment direct costs
|
542,404
|
|
|
515,059
|
|
|
432,261
|
|
|||
Reimbursable out-of-pocket expenses not allocated to segments
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|||
Direct costs and reimbursable out-of-pocket expenses
|
$
|
1,026,903
|
|
|
$
|
884,130
|
|
|
$
|
774,933
|
|
Segment contribution margin:
|
|
|
|
|
|
|
|
|
|||
Clinical Development Services
|
$
|
367,759
|
|
|
$
|
293,630
|
|
|
$
|
210,889
|
|
Phase I Services
|
4,577
|
|
|
1,039
|
|
|
9,268
|
|
|||
Segment contribution margin
|
372,336
|
|
|
294,669
|
|
|
220,157
|
|
|||
Less expenses not allocated to segments:
|
|
|
|
|
|
|
|
|
|||
Selling general and administrative
|
156,609
|
|
|
145,143
|
|
|
117,890
|
|
|||
Restructuring and other costs
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|||
Transaction expenses
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|||
Goodwill and intangible assets impairment
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|||
Depreciation and amortization
|
56,014
|
|
|
54,543
|
|
|
58,473
|
|
|||
Consolidated income from operations
|
$
|
152,360
|
|
|
$
|
63,644
|
|
|
$
|
31,458
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Net service revenues:
|
|
|
|
|
|
|
|
|
|||
North America(1)
|
$
|
671,528
|
|
|
$
|
570,463
|
|
|
$
|
477,303
|
|
Europe, Middle East and Africa
|
223,268
|
|
|
215,836
|
|
|
160,156
|
|
|||
Asia-Pacific
|
19,744
|
|
|
23,406
|
|
|
14,567
|
|
|||
Latin America
|
200
|
|
|
23
|
|
|
392
|
|
|||
Total net service revenue
|
914,740
|
|
|
809,728
|
|
|
652,418
|
|
|||
Reimbursable-out-of-pocket expenses
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|||
Total revenue
|
$
|
1,399,239
|
|
|
$
|
1,178,799
|
|
|
$
|
995,090
|
|
(1)
|
Net service revenue for the North America region include revenue attributable to the U.S. of
$650.1 million
,
$567.3 million
and
$468.6 million
, or
71%
,
70%
and
72%
of net service revenues, for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
No
other countries represented more than
10%
of net service revenue for any period.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Total property and equipment, net:
|
|
|
|
|
|
||
North America(1)
|
$
|
28,992
|
|
|
$
|
28,287
|
|
Europe, Middle East and Africa(2)
|
9,891
|
|
|
10,212
|
|
||
Asia-Pacific
|
5,491
|
|
|
4,473
|
|
||
Latin America
|
439
|
|
|
753
|
|
||
Total property and equipment, net
|
$
|
44,813
|
|
|
$
|
43,725
|
|
(1)
|
Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of
$28.7 million
and
$26.6 million
for as of
December 31, 2015
and
2014
, respectively.
|
(2)
|
Long-lived assets for the Europe, Middle East and Africa regions include property and equipment, net attributable to Spain of
$4.5 million
as of December 31,
2014
.
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2015 |
|
June 30,
2015 |
|
September 30,
2015 |
|
December 31,
2015 |
||||||||
Net service revenue
|
$
|
211,514
|
|
|
$
|
227,376
|
|
|
$
|
234,494
|
|
|
$
|
241,356
|
|
Income from operations(1)(2)
|
32,387
|
|
|
35,939
|
|
|
44,341
|
|
|
39,693
|
|
||||
Net income(3)
|
25,256
|
|
|
23,321
|
|
|
37,814
|
|
|
30,656
|
|
||||
Basic earnings per share
|
$
|
0.41
|
|
|
$
|
0.40
|
|
|
$
|
0.67
|
|
|
$
|
0.55
|
|
Diluted earnings per share
|
$
|
0.40
|
|
|
$
|
0.39
|
|
|
$
|
0.64
|
|
|
$
|
0.53
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||
Net service revenue
|
$
|
184,700
|
|
|
$
|
203,540
|
|
|
$
|
207,763
|
|
|
$
|
213,725
|
|
Income from operations(1)(2)
|
14,580
|
|
|
7,872
|
|
|
22,739
|
|
|
18,453
|
|
||||
Net (loss) income(3)
|
(1,552
|
)
|
|
15,307
|
|
|
12,555
|
|
|
(49,780
|
)
|
||||
Class C common stock dividends
|
(125
|
)
|
|
(125
|
)
|
|
(125
|
)
|
|
—
|
|
||||
Redemption of New Class C common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
||||
Net (loss) income attributable to common shareholders
|
(1,677
|
)
|
|
15,182
|
|
|
12,430
|
|
|
(53,155
|
)
|
||||
Basic earnings per share attributable to common shareholders
|
$
|
(0.03
|
)
|
|
$
|
0.29
|
|
|
$
|
0.24
|
|
|
$
|
(0.92
|
)
|
Diluted earnings per share attributable to common shareholders
|
$
|
(0.03
|
)
|
|
$
|
0.29
|
|
|
$
|
0.24
|
|
|
$
|
(0.92
|
)
|
(1)
|
Transaction expenses for the three months ended March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015 were
$0.1 million
,
$0.4 million
,
$0.4 million
and
$0.7 million
, respectively. Transaction expenses for the three months ended March 31, 2014 and December 31, 2014 were
$2.0 million
and
$5.9 million
, respectively. There were
no
transaction expenses for the three months ended June 30, 2014 and September 30, 2014. Transaction expenses include legal fees associated with the 2015 and 2014 debt refinancings, expenses for acquisition-related activities, IPO and secondary offering activities and consulting termination fees. Restructuring charges (reductions) for the three months ended March 31, 2015, June 30, 2015 and December 31, 2015 were
$(0.4) million
,
$2.0 million
and
$0.2 million
, respectively. There were
no
material restructuring charges for the three months ended September 30, 2015. Restructuring charges for the three months ended March 31, 2014, June 30, 2014, September 30, 2014 and December 2014 were
$0.8 million
,
$2.4 million
,
$2.9 million
and
$0.1 million
, respectively.
|
(2)
|
Asset impairment charges were
$3.9 million
for the three months ended March 31, 2015 related to the Phase I Services reporting unit. Asset impairment charges were
$17.2 million
for the three months ended June 30, 2014 for the Global Consulting, a component of the Clinical Development segment, and Phase I Services reporting units.
|
(3)
|
During the three months ended June 30, 2015, the Company recorded a loss on extinguishment of debt of
$9.8 million
associated with the 2015 debt refinancing. During the three months ended December 31, 2014, the Company recorded a loss on extinguishment of debt of
$46.8 million
associated with the 2014 debt refinancing.
|
Plan Description
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans
|
||||
2014 Equity Incentive Plan
|
|
497,261
|
|
|
$
|
39.35
|
|
|
2,536,974
|
|
2010 Equity Incentive Plan
|
|
2,924,164
|
|
|
$
|
11.74
|
|
|
—
|
|
Total
|
|
3,421,425
|
|
|
|
|
2,536,974
|
|
|
|
|
Incorporated by Reference (Unless Otherwise Indicated)
|
|||
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of INC Research Holdings, Inc.
|
8-K
|
—
|
3.1
|
November 13, 2014
|
3.2
|
|
Amended and Restated Bylaws of INC Research Holdings, Inc.
|
8-K
|
—
|
3.2
|
November 13, 2014
|
4.1
|
|
Specimen Certificate for Class A Common Stock.
|
S-1/A
|
333-199178
|
4.1
|
October 27, 2014
|
4.2
|
|
Second Amended and Restated Stockholders Agreement, by and among INC Research Holdings, Inc. and certain stockholders named therein.
|
8-K
|
—
|
4.2
|
November 13, 2014
|
10.3.1#
|
|
Triangle Acquisition Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.3.1
|
October 6, 2014
|
10.3.2#
|
|
Amendment No. 1 to INC Research Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.3.2
|
October 6, 2014
|
10.3.3#
|
|
Amendment No. 2 to INC Research Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.3.3
|
October 6, 2014
|
10.4#
|
|
Form of Nonqualified Stock Option Award Agreement under INC Research Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.4
|
October 6, 2014
|
10.5#
|
|
INC Research Holding, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.5
|
October 17, 2014
|
10.6#
|
|
Form of Nonqualified Stock Option Award Agreement under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.6
|
October 17, 2014
|
10.7#
|
|
2013 Management Incentive Plan.
|
S-1
|
333-199178
|
10.6
|
October 6, 2014
|
10.8#
|
|
Form of Management Incentive Plan.
|
S-1
|
333-199178
|
10.7
|
October 6, 2014
|
10.9.1
|
|
Lease, dated May 6, 2010, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.1
|
October 6, 2014
|
10.9.2
|
|
Lease Amendment No. 1, dated August 26, 2010, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.2
|
October 6, 2014
|
10.9.3
|
|
Lease Amendment No. 2, dated August 23, 2011, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.3
|
October 6, 2014
|
10.9.4
|
|
Lease Amendment No. 3, dated January 4, 2013, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.4
|
October 6, 2014
|
10.10#
|
|
Executive Employment Agreement, effective as of July 31, 2014, by and between INC Research, LLC and D. Jamie Macdonald.
|
S-1
|
333-199178
|
10.10
|
October 6, 2014
|
10.11#
|
|
Executive Employment Agreement, effective as of August 5, 2013, by and between INC Research, LLC and Gregory S. Rush.
|
S-1
|
333-199178
|
10.11
|
October 6, 2014
|
10.12.1#
|
|
Executive Service Agreement, effective as of July 31, 2014, by and between INC Research Holding Limited and Alistair Macdonald.
|
S-1
|
333-199178
|
10.12
|
October 6, 2014
|
10.12.2#
|
|
Amendment Two to the Executive Service Agreement, effective as of January 1, 2015, by and between INC Research Holdings Limited and Alistair Macdonald.
|
10-Q
|
001-36730
|
10.1
|
April 27, 2015
|
10.13#
|
|
Executive Employment Agreement, effective as of July 31, 2014, by and between INC Research, LLC and Christopher L. Gaenzle.
|
S-1
|
333-199178
|
10.13
|
October 6, 2014
|
10.14#
|
|
Form of Restricted Stock Award Agreement under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.14
|
October 17, 2014
|
10.15#
|
|
Form of Nonqualified Stock Option Award Agreement for Non-U.S. Participant under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.15
|
October 17, 2014
|
10.16#
|
|
Form of 2010 Equity Incentive Plan Stock Adjustment Letter.
|
S-1/A
|
333-199178
|
10.16
|
October 27, 2014
|
10.17#
|
|
Form of 2010 Equity Incentive Plan Stock Option Performance Award Amendment Letter.
|
S-1/A
|
333-199178
|
10.17
|
October 17, 2014
|
10.18
|
|
Credit Agreement, dated November 13, 2014, among INC Research, LLC, as the Borrower, INC Research Holdings, Inc., the several banks and other financial institutions or entities from time to time parties thereto, and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, ING Capital LLC, RBC Capital Markets and Wells Fargo Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and Natixis, as Document Agent.
|
10-K
|
001-36730
|
10.18
|
February 24, 2015
|
10.19
|
|
Guarantee and Collateral Agreement, dated November 13, 2014, made by INC Research, LLC, INC Research Holdings, Inc and the other signatories thereto, in favor of Goldman Sachs Bank USA, as Collateral Agent and Administrative Agent.
|
10-K
|
001-36730
|
10.19
|
February 24, 2015
|
10.20
|
|
Form of Stock Repurchase Agreement, by and among INC Research Holdings, Inc. and certain stockholders named therein.
|
S-1/A
|
333-203640
|
10.21
|
May 4, 2015
|
10.21
|
|
Credit Agreement, dated May 14, 2015, among INC Research, LLC, as the Borrower, INC Research Holdings, Inc., the several banks and other financial institutions or entities from time to time parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, PNC Bank, National Association, ING Capital LLC, Keybank National Association and Bank of America N.A. as Co-Syndication Agents; and Fifth Third Bank, as Documentation Agent, Wells Fargo Securities, LLC, PNC Capital Markets LLC, ING Capital LLC and Keybanc Capital Markets, Inc., as Joint Lead Arrangers and Joint Bookrunners
.
|
8-K
|
001-36730
|
10.1
|
May 15, 2015
|
10.22#
|
|
Form of Nonqualified Option Award Agreement for U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.1
|
October 29, 2015
|
10.23#
|
|
Form of Nonqualified Option Award Agreement for Non-U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.2
|
October 29, 2015
|
10.24#
|
|
Form of Nonqualified Option Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.3
|
October 29, 2015
|
10.25#
|
|
Form of Restricted Stock Award Agreement for U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.4
|
October 29, 2015
|
10.26#
|
|
Form of Restricted Stock Award Agreement for Non-U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.5
|
October 29, 2015
|
10.27#
|
|
Form of Restricted Stock Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.6
|
October 29, 2015
|
10.28
|
|
Stock Repurchase Agreement, dated November 30, 2015, by and among INC Research Holdings, Inc. and certain stockholders named therein.
|
8-K
|
001-36730
|
10.23
|
December 4, 2015
|
10.29#
|
|
Executive Employment Agreement, effective as of July 31, 2014, by and between INC Research, LLC and Michael Gibertini, PhD.
|
—
|
—
|
—
|
Filed herewith
|
21.1
|
|
List of Significant Subsidiaries of the Registrant.
|
—
|
—
|
—
|
Filed herewith
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
—
|
—
|
—
|
Filed herewith
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Filed herewith
|
31.2
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Filed herewith
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Furnished herewith
|
32.2
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Furnished herewith
|
101.INS
|
|
XBRL Instance Document.
|
—
|
—
|
—
|
Furnished herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
—
|
—
|
—
|
Furnished herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
—
|
—
|
—
|
Furnished herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
—
|
—
|
—
|
Furnished herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
—
|
—
|
—
|
Furnished herewith
|
101.PRE
|
|
Taxonomy Extension Presentation Linkbase Document.
|
—
|
—
|
—
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
INC Research Holdings, Inc.
|
||||
|
|
By:
|
|
/s/ D. Jamie Macdonald
|
||
|
|
|
|
Name:
|
|
D. Jamie Macdonald
|
|
|
|
|
Title:
|
|
Chief Executive Officer (Principal
Executive Officer) and Director |
|
|
|
|
Date:
|
|
February 24, 2016
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
|
|
/s/ D. Jamie Macdonald
|
|
Chief Executive Officer (Principal
Executive Officer) and Director
|
|
February 24, 2016
|
||
D. Jamie Macdonald
|
|
|
||||
|
|
|
|
|
||
/s/ Gregory S. Rush
|
|
Executive Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
|
|
February 24, 2016
|
||
Gregory S. Rush
|
|
|
||||
|
|
|
|
|
||
/s/ James T. Ogle
|
|
Chairman and Director
|
|
February 24, 2016
|
||
James T. Ogle
|
|
|
||||
|
|
|
|
|
||
/s/ Richard N. Kender
|
|
Director
|
|
February 24, 2016
|
||
Richard N. Kender
|
|
|
||||
|
|
|
|
|
||
/s/ Robert W. Breckon
|
|
Director
|
|
February 24, 2016
|
||
Robert W. Breckon
|
|
|
||||
|
|
|
|
|
||
/s/ David F. Burgstahler
|
|
Director
|
|
February 24, 2016
|
||
David F. Burgstahler
|
|
|
||||
|
|
|
|
|
||
/s/ David Y. Norton
|
|
Director
|
|
February 24, 2016
|
||
David Y. Norton
|
|
|
||||
|
|
|
|
|
|
|
/s/ Charles C. Harwood, Jr.
|
|
Director
|
|
February 24, 2016
|
||
Charles C. Harwood, Jr.
|
|
|
||||
|
|
|
|
|
|
|
/s/ Terry Woodward
|
|
Director
|
|
February 24, 2016
|
||
Terry Woodward
|
|
|
|
|
|
Incorporated by Reference (Unless Otherwise Indicated)
|
|||
Exhibit
Number |
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
3.1
|
|
Amended and Restated Certificate of Incorporation of INC Research Holdings, Inc.
|
8-K
|
—
|
3.1
|
November 13, 2014
|
3.2
|
|
Amended and Restated Bylaws of INC Research Holdings, Inc.
|
8-K
|
—
|
3.2
|
November 13, 2014
|
4.1
|
|
Specimen Certificate for Class A Common Stock.
|
S-1/A
|
333-199178
|
4.1
|
October 27, 2014
|
4.2
|
|
Second Amended and Restated Stockholders Agreement, by and among INC Research Holdings, Inc. and certain stockholders named therein.
|
8-K
|
—
|
4.2
|
November 13, 2014
|
10.3.1#
|
|
Triangle Acquisition Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.3.1
|
October 6, 2014
|
10.3.2#
|
|
Amendment No. 1 to INC Research Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.3.2
|
October 6, 2014
|
10.3.3#
|
|
Amendment No. 2 to INC Research Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.3.3
|
October 6, 2014
|
10.4#
|
|
Form of Nonqualified Stock Option Award Agreement under INC Research Holdings, Inc. 2010 Equity Incentive Plan.
|
S-1
|
333-199178
|
10.4
|
October 6, 2014
|
10.5#
|
|
INC Research Holding, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.5
|
October 17, 2014
|
10.6#
|
|
Form of Nonqualified Stock Option Award Agreement under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.6
|
October 17, 2014
|
10.7#
|
|
2013 Management Incentive Plan.
|
S-1
|
333-199178
|
10.6
|
October 6, 2014
|
10.8#
|
|
Form of Management Incentive Plan.
|
S-1
|
333-199178
|
10.7
|
October 6, 2014
|
10.9.1
|
|
Lease, dated May 6, 2010, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.1
|
October 6, 2014
|
10.9.2
|
|
Lease Amendment No. 1, dated August 26, 2010, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.2
|
October 6, 2014
|
10.9.3
|
|
Lease Amendment No. 2, dated August 23, 2011, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.3
|
October 6, 2014
|
10.9.4
|
|
Lease Amendment No. 3, dated January 4, 2013, by and between INC Research, Inc. and Highwoods Realty Limited Partnership.
|
S-1
|
333-199178
|
10.9.4
|
October 6, 2014
|
10.10#
|
|
Executive Employment Agreement, effective as of July 31, 2014, by and between INC Research, LLC and D. Jamie Macdonald.
|
S-1
|
333-199178
|
10.10
|
October 6, 2014
|
10.11#
|
|
Executive Employment Agreement, effective as of August 5, 2013, by and between INC Research, LLC and Gregory S. Rush.
|
S-1
|
333-199178
|
10.11
|
October 6, 2014
|
10.12.1#
|
|
Executive Service Agreement, effective as of July 31, 2014, by and between INC Research Holding Limited and Alistair Macdonald.
|
S-1
|
333-199178
|
10.12
|
October 6, 2014
|
10.12.2#
|
|
Amendment Two to the Executive Service Agreement, effective as of January 1, 2015, by and between INC Research Holdings Limited and Alistair Macdonald.
|
10-Q
|
001-36730
|
10.1
|
April 27, 2015
|
10.13#
|
|
Executive Employment Agreement, effective as of July 31, 2014, by and between INC Research, LLC and Christopher L. Gaenzle.
|
S-1
|
333-199178
|
10.13
|
October 6, 2014
|
10.14#
|
|
Form of Restricted Stock Award Agreement under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.14
|
October 17, 2014
|
10.15#
|
|
Form of Nonqualified Stock Option Award Agreement for Non-U.S. Participant under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
S-1/A
|
333-199178
|
10.15
|
October 17, 2014
|
10.16#
|
|
Form of 2010 Equity Incentive Plan Stock Adjustment Letter.
|
S-1/A
|
333-199178
|
10.16
|
October 27, 2014
|
10.17#
|
|
Form of 2010 Equity Incentive Plan Stock Option Performance Award Amendment Letter.
|
S-1/A
|
333-199178
|
10.17
|
October 17, 2014
|
10.18
|
|
Credit Agreement, dated November 13, 2014, among INC Research, LLC, as the Borrower, INC Research Holdings, Inc., the several banks and other financial institutions or entities from time to time parties thereto, and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, ING Capital LLC, RBC Capital Markets and Wells Fargo Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and Natixis, as Document Agent.
|
10-K
|
001-36730
|
10.18
|
February 24, 2015
|
10.19
|
|
Guarantee and Collateral Agreement, dated November 13, 2014, made by INC Research, LLC, INC Research Holdings, Inc and the other signatories thereto, in favor of Goldman Sachs Bank USA, as Collateral Agent and Administrative Agent.
|
10-K
|
001-36730
|
10.19
|
February 24, 2015
|
10.20
|
|
Form of Stock Repurchase Agreement, by and among INC Research Holdings, Inc. and certain stockholders named therein.
|
S-1/A
|
333-203640
|
10.21
|
May 4, 2015
|
10.21
|
|
Credit Agreement, dated May 14, 2015, among INC Research, LLC, as the Borrower, INC Research Holdings, Inc., the several banks and other financial institutions or entities from time to time parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, PNC Bank, National Association, ING Capital LLC, Keybank National Association and Bank of America N.A. as Co-Syndication Agents; and Fifth Third Bank, as Documentation Agent, Wells Fargo Securities, LLC, PNC Capital Markets LLC, ING Capital LLC and Keybanc Capital Markets, Inc., as Joint Lead Arrangers and Joint Bookrunners
.
|
8-K
|
001-36730
|
10.1
|
May 15, 2015
|
10.22#
|
|
Form of Nonqualified Option Award Agreement for U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.1
|
October 29, 2015
|
10.23#
|
|
Form of Nonqualified Option Award Agreement for Non-U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.2
|
October 29, 2015
|
10.24#
|
|
Form of Nonqualified Option Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.3
|
October 29, 2015
|
10.25#
|
|
Form of Restricted Stock Award Agreement for U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.4
|
October 29, 2015
|
10.26#
|
|
Form of Restricted Stock Award Agreement for Non-U.S. Executives under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.5
|
October 29, 2015
|
10.27#
|
|
Form of Restricted Stock Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.6
|
October 29, 2015
|
10.28
|
|
Stock Repurchase Agreement, dated November 30, 2015, by and among INC Research Holdings, Inc. and certain stockholders named therein.
|
8-K
|
001-36730
|
10.23
|
December 4, 2015
|
10.29#
|
|
Executive Employment Agreement, effective as of July 31, 2014, by and between INC Research, LLC and Michael Gibertini, PhD.
|
—
|
—
|
—
|
Filed herewith
|
21.1
|
|
List of Significant Subsidiaries of the Registrant.
|
—
|
—
|
—
|
Filed herewith
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
—
|
—
|
—
|
Filed herewith
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Filed herewith
|
31.2
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Filed herewith
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Furnished herewith
|
32.2
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Furnished herewith
|
101.INS
|
|
XBRL Instance Document.
|
—
|
—
|
—
|
Furnished herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
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—
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—
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—
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Furnished herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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—
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—
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—
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Furnished herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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—
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—
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—
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Furnished herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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—
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—
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—
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Furnished herewith
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101.PRE
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Taxonomy Extension Presentation Linkbase Document.
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—
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—
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Furnished herewith
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EXECUTIVE EMPLOYMENT AGREEMENT
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EXECUTIVE EMPLOYMENT AGREEMENT
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EXECUTIVE EMPLOYMENT AGREEMENT
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EXECUTIVE EMPLOYMENT AGREEMENT
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EXECUTIVE
Michael Gibertini
Print Name
/s/ Michael Gibertini
Signature
Date:
25August 2014
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INC RESEARCH, LLC
By:
/s/ Christopher L. Gaenzle
Its:
CAO & General Counsel
Date:
25 August 2014
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Entity Name
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Jurisdiction
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INC Research, LLC
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Delaware
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INC Research Investment, LLC
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Delaware
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INC Research Europe Holdings Limited
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United Kingdom
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INC Research Holdings Limited
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United Kingdom
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INC Research International Holdings Limited
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United Kingdom
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INC Research Branches Limited
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United Kingdom
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Kendle NC, LLC
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North Carolina
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INC Research Clinical Development Services Limited
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United Kingdom
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INC Research UK Limited
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United Kingdom
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INC Research International Limited
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United Kingdom
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(1)
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Registration Statement (Form S-8 No. 333-199960) pertaining to the 2014 Equity Incentive Plan and the 2010 Equity Incentive Plan of INC Research Holdings, Inc. and Subsidiaries, and
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(2)
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Registration Statement (Form S-3ASR No. 333-208286) of INC Research Holdings, Inc. and Subsidiaries;
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/s/ D. Jamie Macdonald
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D. Jamie Macdonald
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ Gregory S. Rush
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Gregory S.Rush
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/s/ D. Jamie Macdonald
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D. Jamie Macdonald
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ Gregory S. Rush
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Gregory S. Rush
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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