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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth 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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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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QuickStart
®
— the
initiating
phase, which serves to align the customer and our project team to a single set of objectives, create shared expectations and develop a joint plan for project implementation;
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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; and
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QualityFinish
®
— the
closing
phase, which is triggered by the first enrolled patient completing the clinical trial. This phase focuses on ensuring high quality, actionable data is used to develop the final deliverables which make up the basis of the documentation necessary for filing with regulatory agencies.
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Superior clinical trial design
: We leverage our expanding clinical and commercial knowledge capital and access claims data from over 100 million patients in the United States to inform and enhance clinical trial design. These insights facilitate shorter and more efficient trials intended to improve the likelihood of regulatory and subsequent commercial success.
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Enhanced site selection and patient recruitment:
We utilize proprietary data assets, behavioral insights, social media and communications capabilities to enhance the speed and success of site selection and patient recruitment.
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Proactive pre-launch reimbursement and formulary management:
We bridge the gap between clinical development and commercialization by using our diverse capabilities and ability to communicate clinical benefits to payers and Pharmacy Benefit Managers ("PBMs") to help optimize reimbursement and patient access.
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Highly effective commercial product launch capabilities
: We help our customers navigate the global complexities of launching a product by orchestrating interconnected work streams to develop and execute an effective product launch strategy.
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Proprietary programs to improve medication adherence:
We have the ability to reach over
193 million
patients through multi-channel medication adherence programs designed to mitigate costs related to non-adherence, which are estimated by the Centers for Disease Control and Prevention to exceed
$100 billion
to
$300 billion
annually.
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Full commercialization solutions:
We enable new companies to develop, launch, and commercially support their brands by accessing our comprehensive outsourced services, and acting as their virtual commercialization infrastructure.
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Efficient project ramp-up:
We scale clinical or commercial projects rapidly and effectively through our recruiting, training, and deployment capabilities, leveraging over 150 dedicated recruiting personnel and our proprietary database of over 700,000 industry professionals.
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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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Site Start Up
. Our site start up team helps maximize the enrollment period of the study by arranging applicable regulatory authority and ethics committee approvals, site contract negotiation, regulatory authority submissions, and the corresponding oversight of those activities.
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Project Management.
Our project managers and directors 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 and directors have the skills, education, experience, and training to support the successful conduct of clinical studies.
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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 ensure 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 regions of the globe. By maintaining a therapeutic focus, we attract CRAs who have a strong desire to dedicate themselves to working within a specific therapeutic area, providing an environment where they can further develop their expertise in their chosen area of interest.
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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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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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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
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Regulatory and Medical Writing.
We 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 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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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. 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 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 of related services. Our biostatisticians are also heavily involved in our Trusted Process
®
methodology, so that protocol and project development can be grounded in advanced statistical methodology. As part of a project team, our biostatisticians can provide data oversight throughout a clinical trial and address any data or data handling issues that may arise.
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Clinical Field Teams.
We are a leading provider of outsourced Clinical Field Team solutions to the biopharmaceutical industry. As Medical Science Liaisons ("MSLs"), Contract US Medical Directors, and/or Clinical Nurse Educators, our Clinical Field Teams deliver education, preparing healthcare professionals, patients, advocacy organizations, and others with the latest evidence-based scientific and practical information about disease states, current treatments, and the use of customers’ products.
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Promotional Field Teams and Support.
We have the industry-leading, scalable capabilities to recruit, train, target, deploy, and support successful sales teams for our customers to achieve their business goals. As one of the largest providers of outsourced sales teams and sales solutions to the healthcare
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Commercial Recruiting Solutions.
We are an exclusive recruiting partner who has experience in the commercial life science industry and a talent network of the top MSL, Nurse Educator, Sales, Sales Management, and Market Access performers. Our proprietary database, industry-leading recruiters and branding and talent assessment process are keys to accelerating our customers’ commercial recruiting success.
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Operations Support Services.
We maintain a comprehensive set of best-in-class operations support services that include field automation hardware/software, data management, targeting and alignments, analytics and reporting, incentive plan design and implementation, quality management, and help desk. These capabilities are used both individually and collectively to ensure that our deployed field teams perform optimally, respond rapidly to changing marketplace dynamics, and continuously improve.
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Medication Adherence.
We believe that we have the largest comprehensive network for patient and prescriber access, and provide dynamic patient performance programs that activate patients, improve outcomes, and elevate brand performance. With customized patient behavioral models built on extensive data insights and analytics, we have the ability to communicate with various patient types as they move throughout their individual patient journeys - in the doctor’s office, at the pharmacy, and in their home - through our extensive and proprietary data-driven platform.
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Healthcare Advertising.
We believe that we offer the largest independent healthcare communications network in the world. Our advertising teams are immersed in healthcare data and connected to frontline experts who help them delve deep into the real life experience of health, harvesting insights that allow us to create optimal communications strategies for our customers. We help our customers excel at some of the most critical challenges in healthcare, including, but not limited to, brand launch, leveraging mass and personalized media, creating advertising content and campaigns, patient analysis, disease state campaigns, and market perception analysis. Our advertising teams have deep therapeutic expertise, with agencies solely dedicated to oncology, chronic disease care and activation, biologics, and industry innovation.
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Public Relations.
Our Public Relations teams develop breakthrough creative campaigns grounded in deep customer insight and integrated under a multi-channel strategy. These programs raise awareness and produce meaningful, measurable behavior change among audiences. With a diverse set of healthcare communications specialties under one umbrella, we are able to deliver integrated advice and expert insight from a variety of strategic perspectives. We offer best-in-class capabilities spanning public relations, digital and social media, medical and scientific education, and research and analytics. Our teams create communications that enhance brand perception, drive engagement, activate behavior shifts and deliver on the bottom line.
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Medical Communications.
Medical Communications helps our customers to frame their product position in a way that clinicians will find relevant, and creates strategies, campaigns and tactics to help these stakeholders at the right time, with the right content. Our Medical Communications team
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Commercial Strategy Development and Planning.
Our strategic consulting group focuses on maximizing the value of scientific knowledge, intellectual property and portfolio content. The key areas of advisory services include strategic drug development, clinical development plans, registration strategies, exit strategies, transitional clarity, good clinical practice compliance strategies, clinical operations optimization, pricing and reimbursement, and due diligence. Strategic consultants include senior personnel from medical and regulatory affairs, clinical research, biostatistics and data management. These individuals provide expertise gained through hands-on experience as former executives from biopharmaceutical companies, CROs, and regulatory agencies.
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Pricing and Market Access.
Our team offers a full spectrum of market access solutions and services, including market assessment and analysis, comparative effectiveness research, pricing reimbursement, patient assistance services, and legislative and regulatory analysis.
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Medical Affairs Advisory.
Our team brings more than 20 years of practical experience and expertise in helping our customers realize medical transformation. Our modular medical transformation solution allows customers to assess where they are in their medical transformation by helping them identify their competitive position, prioritize their needs, understand their brand perception, and inform their market engagement strategy.
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Quality Management and Regulatory Compliance Advisory.
Our quality and compliance team delivers independent quality management services through audit, inspection and implementation services, and assist our customers with developing and executing a clinical regulatory strategy through regulatory consulting, publishing and submission services globally.
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Risk and Program Management.
Our communications consultants provide advice and subject matter expertise for risk evaluation on medicine affordability, compassionate use, and litigation and access barriers. We provide an evidence-based approach to avoiding policy, patient, and provider pushback on price; using best practices for how life-sciences companies can deploy effective preventative strategies; implementing compliance strategies to prepare for expanded access and compassionate use inquiries; and executing an Institute for Clinical and Economic Review review strategy to demonstrate product value.
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the customer has received appropriate internal funding approval and collection of the award value is probable;
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the project or projects are not contingent upon completion of another trial or event;
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the project or projects are expected to commence within the next six months;
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the customer has entered or intends to enter into a comprehensive contract as soon as practicable; and
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for awards related to our FSP offering, only a maximum of twelve months of services are included.
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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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experience within the specific therapeutic area;
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quality of the staff and services;
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creativity of the proposed solution;
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perceived "chemistry" with the staff to be deployed;
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previous experience with a particular customer;
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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 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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Alistair Macdonald
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47
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Chief Executive Officer and Director
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Jason Meggs
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42
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Executive Vice President and Interim Chief Financial Officer
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Gregory S. Rush
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50
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Former Executive Vice President and Chief Financial Officer
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Christopher L. Gaenzle
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51
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Former Chief Administrative Officer, General Counsel and Secretary
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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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production problems resulting in shortages of the product being tested;
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the customers’ decision to terminate or scale back the development or commercialization of a product or to end a particular project;
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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, integration of acquired businesses, 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 project 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, or transparency reporting requirements (similar to the Physician Payments Sunshine Act in the United States), which could delay, inhibit or prohibit our ability to conduct projects 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 the June 2016 vote by the U.K. to exit from the European Union and the results of the U.S. presidential election, may lead to changes in the business environment in which we operate, as well as changes in inflation and foreign currency exchange rates;
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potential violations of applicable anti-bribery/anti-corruption laws, including 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 the Middle East, could delay or disrupt the ability to conduct clinical trials or other business; 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;
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changes in the relative mix and size of clinical studies in various tax jurisdictions; and
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the timing and amount of the vesting and exercising of share-based compensation.
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ability to identify suitable acquisition opportunities or obtain any necessary financing on commercially acceptable terms;
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increased risk to our financial position and liquidity through changes to our capital structure and assumption of acquired liabilities, including any indebtedness incurred to finance the acquisitions and related interest expense;
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diversion of management’s attention from normal daily operations of the business;
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insufficient revenues to offset increased expenses associated with acquisitions;
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assumption of liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for their failure to comply with healthcare, tax, and other regulations;
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inability to achieve identified operating and financial synergies anticipated to result from an acquisition;
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ability to integrate acquired operations, products, and technologies into our business;
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difficulties integrating acquired personnel and distinct cultures into our business; and
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the potential loss of key employees, customers, or projects.
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a decrease in employee morale and retention of key employees;
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a greater number of employment claims;
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actual or perceived disruption of service or reduction in service standards to customers;
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the failure to preserve supplier relationships and distribution, sales and other important relationships and to resolve conflicts that may arise;
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the failure to achieve targeted cost savings; and
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the failure to meet operational targets and customer requirements due to the loss of employees and any work stoppages that might occur.
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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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restrict 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, especially as we integrate inVentiv into our company;
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future performance 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 stock, our failure to meet those estimates or the failure of those analysts to initiate or maintain coverage of our 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 market valuations of other companies in the industry;
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investors' perceptions of our prospects and the prospects of the industry;
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investors' perceptions of the investment opportunity associated with our stock relative to other investment alternatives;
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the public's reaction 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 sustainability of an active trading market for our stock;
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future sales of our stock by our significant shareholders, officers and directors; and
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other events or factors, including those resulting from system failures and disruptions, cyber-attacks, earthquakes, hurricanes, war, acts of terrorism, other natural disasters or responses to these events.
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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;
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challenges in attracting, retaining and replacing key personnel;
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challenges in creating a new culture for the combined company and maintaining employee morale throughout the post-Merger period of integration and combining the operations of the two companies;
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difficulties in managing the expanded operations of a significantly larger and more complex company; and
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potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger.
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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;
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difficulties in the integration of the companies’ businesses;
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difficulties in managing the expanded operations of a significantly larger and more complex company;
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difficulties in integrating employees from the two companies;
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current and prospective employees may experience uncertainty regarding their future roles with our company, which might adversely affect our ability to retain, recruit and motivate key employees;
|
•
|
lost customers and customer awards as a result of customers deciding not to do business with the combined company;
|
•
|
difficulties in managing supplier relationships of both companies and resolving potential conflicts and consolidation issues that may arise;
|
•
|
difficulties in systems integration, particularly information technology and finance systems, and conforming standards, controls, procedures and policies, business cultures and compensation structures between the entities;
|
•
|
difficulties in integrating and documenting processes and controls in conformance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which were not applicable to inVentiv prior to the Merger; and
|
•
|
potential unknown liabilities and unforeseen increased expenses and delays associated with the Merger.
|
|
|
High
|
|
Low
|
||||
Fiscal Year 2017:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
59.45
|
|
|
$
|
33.60
|
|
Third Quarter
|
|
$
|
59.80
|
|
|
$
|
51.00
|
|
Second Quarter
|
|
$
|
61.10
|
|
|
$
|
40.65
|
|
First Quarter
|
|
$
|
56.88
|
|
|
$
|
40.85
|
|
|
|
High
|
|
Low
|
||||
Fiscal Year 2016:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
52.75
|
|
|
$
|
41.10
|
|
Third Quarter
|
|
$
|
47.39
|
|
|
$
|
37.27
|
|
Second Quarter
|
|
$
|
57.11
|
|
|
$
|
36.70
|
|
First Quarter
|
|
$
|
48.13
|
|
|
$
|
34.19
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017(a)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net service revenue
|
$
|
1,852,843
|
|
|
$
|
1,030,337
|
|
|
$
|
914,740
|
|
|
$
|
809,728
|
|
|
$
|
652,418
|
|
Reimbursable out-of-pocket expenses
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|||||
Total revenue
|
2,672,064
|
|
|
1,610,596
|
|
|
1,399,239
|
|
|
1,178,799
|
|
|
995,090
|
|
|||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct costs (exclusive of depreciation and amortization)
|
1,232,023
|
|
|
626,633
|
|
|
542,404
|
|
|
515,059
|
|
|
432,261
|
|
|||||
Reimbursable out-of-pocket expenses
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|
369,071
|
|
|
342,672
|
|
|||||
Selling, general, and administrative
|
282,620
|
|
|
172,386
|
|
|
156,609
|
|
|
145,143
|
|
|
117,890
|
|
|||||
Restructuring and other costs(b)
|
33,315
|
|
|
13,612
|
|
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|||||
Transaction and integration-related expenses(c)
|
123,815
|
|
|
3,143
|
|
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|||||
Asset impairment charges(d)
|
30,000
|
|
|
—
|
|
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|||||
Depreciation
|
44,407
|
|
|
21,353
|
|
|
18,140
|
|
|
21,619
|
|
|
19,175
|
|
|||||
Amortization
|
135,529
|
|
|
37,851
|
|
|
37,874
|
|
|
32,924
|
|
|
39,298
|
|
|||||
(Loss) income from operations
|
(28,866
|
)
|
|
155,359
|
|
|
152,360
|
|
|
63,644
|
|
|
31,458
|
|
|||||
Other (expense) income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(62,543
|
)
|
|
(11,800
|
)
|
|
(15,448
|
)
|
|
(52,787
|
)
|
|
(60,489
|
)
|
|||||
Loss on extinguishment of debt
|
(622
|
)
|
|
(439
|
)
|
|
(9,795
|
)
|
|
(46,750
|
)
|
|
—
|
|
|||||
Other (expense) income, net
|
(19,846
|
)
|
|
(9,002
|
)
|
|
3,857
|
|
|
7,689
|
|
|
(1,649
|
)
|
|||||
(Loss) income before provision for income taxes
|
(111,877
|
)
|
|
134,118
|
|
|
130,974
|
|
|
(28,204
|
)
|
|
(30,680
|
)
|
|||||
Income tax (expense) benefit
|
(26,592
|
)
|
|
(21,488
|
)
|
|
(13,927
|
)
|
|
4,734
|
|
|
(10,849
|
)
|
|||||
Net (loss) income
|
(138,469
|
)
|
|
112,630
|
|
|
117,047
|
|
|
(23,470
|
)
|
|
(41,529
|
)
|
|||||
Class C common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(375
|
)
|
|
(500
|
)
|
|||||
Redemption of New Class C common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
|||||
Net (loss) income attributable to common shareholders
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
|
$
|
(27,220
|
)
|
|
$
|
(42,029
|
)
|
Earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(1.85
|
)
|
|
$
|
2.08
|
|
|
$
|
2.02
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.81
|
)
|
Diluted
|
$
|
(1.85
|
)
|
|
$
|
2.03
|
|
|
$
|
1.95
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.81
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
74,913
|
|
|
54,031
|
|
|
57,888
|
|
|
53,301
|
|
|
52,009
|
|
|||||
Diluted
|
74,913
|
|
|
55,610
|
|
|
60,146
|
|
|
53,301
|
|
|
52,009
|
|
|
As of December 31,
|
||||||||||||||||||
|
2017(a)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
321,262
|
|
|
$
|
102,471
|
|
|
$
|
85,011
|
|
|
$
|
126,453
|
|
|
$
|
96,972
|
|
Total assets(e)
|
7,285,867
|
|
|
1,288,507
|
|
|
1,211,219
|
|
|
1,241,365
|
|
|
1,227,455
|
|
|||||
Total debt and capital leases(e)(f)
|
3,007,724
|
|
|
497,724
|
|
|
501,839
|
|
|
416,257
|
|
|
588,823
|
|
|||||
Total shareholders' equity
|
3,022,579
|
|
|
301,473
|
|
|
217,434
|
|
|
392,209
|
|
|
276,207
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Backlog(g)
|
$
|
3,796,444
|
|
|
$
|
1,878,267
|
|
|
$
|
1,701,587
|
|
|
$
|
1,532,051
|
|
|
$
|
1,433,024
|
|
Net new business awards(g)
|
1,819,348
|
|
|
1,216,871
|
|
|
1,114,065
|
|
|
942,283
|
|
|
851,234
|
|
|||||
Net Book-to-Bill ratio(h)
|
1.25x
|
|
|
1.19x
|
|
|
1.23x
|
|
|
1.18x
|
|
|
1.32x
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2017(a)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Statement of Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
198,258
|
|
|
$
|
109,332
|
|
|
$
|
204,740
|
|
|
$
|
131,447
|
|
|
$
|
37,270
|
|
Investing activities
|
(1,722,907
|
)
|
|
(31,353
|
)
|
|
(21,111
|
)
|
|
(27,853
|
)
|
|
(17,714
|
)
|
|||||
Financing activities
|
1,734,368
|
|
|
(53,316
|
)
|
|
(211,399
|
)
|
|
(67,698
|
)
|
|
(6,841
|
)
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital expenditures
|
$
|
(43,896
|
)
|
|
$
|
(31,353
|
)
|
|
$
|
(21,111
|
)
|
|
$
|
(25,551
|
)
|
|
$
|
(17,714
|
)
|
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(375
|
)
|
|
(500
|
)
|
|||||
Redemption of New Class C common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
|||||
Non-GAAP Financial Measures(i):
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
|
$
|
130,602
|
|
|
$
|
205,122
|
|
|
$
|
202,436
|
|
|
$
|
79,126
|
|
|
$
|
88,282
|
|
Adjusted Net Service Revenue
|
1,885,533
|
|
|
1,030,337
|
|
|
914,740
|
|
|
800,728
|
|
|
652,418
|
|
|||||
Adjusted EBITDA
|
391,899
|
|
|
244,506
|
|
|
221,360
|
|
|
145,276
|
|
|
105,521
|
|
|||||
Adjusted Net Income
|
195,955
|
|
|
139,007
|
|
|
120,174
|
|
|
44,647
|
|
|
16,290
|
|
|||||
Adjusted Diluted Earnings per share
|
$
|
2.57
|
|
|
$
|
2.50
|
|
|
$
|
2.00
|
|
|
$
|
0.83
|
|
|
$
|
0.31
|
|
(a)
|
We completed our Merger with inVentiv on August 1, 2017. Our consolidated financial results include the financial results of inVentiv as of and since the date of the Merger.
|
(b)
|
Restructuring and other costs consist primarily of: (i) severance costs associated with merger related workforce reductions; (ii) severance costs associated with a reduction/optimization of our workforce in line with our expectations of future business operations; (iii) transition costs associated with the change in our Chief Executive Officer (2016 and 2017 only), (iv) termination costs in connection with abandonment and closure of redundant facilities and other lease-related charges; and (v) consulting costs incurred for the continued consolidation of legal entities and restructuring of our contract management process to meet the requirements of upcoming accounting regulation changes.
|
(c)
|
Transaction and integration-related expenses were
$123.8 million
for the year ended December 31, 2017 and primarily related legal and professional fees associated with the Merger. Included in transaction and integration-related expenses for 2017 is a benefit of
$12.3 million
from the reduction in fair value of contingent tax-sharing obligations payable to the former shareholders of inVentiv as a result of the enactment of the
Tax Act
of 2017. Transaction expenses for the year ended December 31, 2016 were $3.1 million and represented fees associated with secondary stock offerings and the August 2016 stock repurchase, debt refinancing costs and legal fees associated with other corporate transactions. Transaction expenses for the year ended December 31, 2015 were $1.6 million and primarily consisted of fees associated with our secondary 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 debt issuance costs and third-party fees associated with our debt refinancings, fees associated with the termination of the Avista Capital Partners, L.P. consulting agreement, and 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
|
(d)
|
During the year ended December 31, 2017, we recorded an impairment charge of
$30.0 million
related to the impairment of the Company's INC Research tradename in connection with the Company’s announced rebranding. 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, a component of our Clinical Solutions segment. 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 reporting unit, a component of the Commercial Solutions segment, and Phase I Services reporting unit, a component of our Clinical Solutions segment.
|
(e)
|
Total assets, total debt and capital leases have been reduced by
$20.7 million
,
$2.3 million
,
$3.2 million
,
$3.7 million
, and
$5.7 million
of debt issuance costs associated with the Term Loans as of December 31,
2017
,
2016
,
2015
,
2014
, and
2013
, respectively.
|
(f)
|
Total debt and capital leases include
$38.7 million
of a premium related to our Senior Notes, net of original issue debt discount for the Term Loan B as of December 31, 2017. Total debt and capital leases include $5.5 million and $4.6 million of unamortized discounts as of December 31, 2014 and 2013, respectively.
|
(g)
|
Backlog consists of anticipated future net service revenue from contract and pre-contract commitments that are supported by written communications. Net new business awards represent the value of future net service revenue awarded during the period. In connection with the Merger, we re-evaluated our existing backlog policy for our Clinical Solutions segment. As a result of this evaluation, effective during the third quarter of 2017, we changed our policy for calculating and reporting the amounts of our net new business awards and backlog. Refer to Part II, Item 7, "Management's Discussion and Analysis - New Business Awards and Backlog" in this Annual Report on Form 10-K for a description of our current policy. The majority of our contracts can be terminated by our customers with 30 days notice. These adjustments resulted in a reduction to our backlog of approximately
$284.5 million
as of September 30, 2017 and prior periods have been retroactively adjusted for comparability purposes. We have recorded the backlog assumed in the Merger consistent with our new backlog policy. We do not currently report new business awards or backlog data for our Commercial Solutions segment.
|
(h)
|
Net book-to-bill ratio represents "net new business awards" divided by Clinical Solutions 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. We cannot assure you that the net book-to-bill ratio 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. As a result of the policy changes to backlog and net new business awards discussed above, we have retroactively adjusted net book-to-bill ratio for prior periods for comparability purposes.
|
(i)
|
We report our financial results in accordance with U.S. GAAP. To supplement this information, we also use the following non-GAAP financial measures in this report: Adjusted Net Service Revenue, EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted 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,
|
||||||||||||||||||
|
2017(a)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Net Service Revenue (as reported)
|
$
|
1,852,843
|
|
|
$
|
1,030,337
|
|
|
$
|
914,740
|
|
|
$
|
809,728
|
|
|
$
|
652,418
|
|
Acquisition-related revenue adjustments(b)
|
32,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change order adjustment(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,000
|
)
|
|
—
|
|
|||||
Adjusted Net Service Revenue
|
$
|
1,885,533
|
|
|
$
|
1,030,337
|
|
|
$
|
914,740
|
|
|
$
|
800,728
|
|
|
$
|
652,418
|
|
EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
|
$
|
(23,470
|
)
|
|
$
|
(41,529
|
)
|
Interest expense, net
|
62,543
|
|
|
11,800
|
|
|
15,448
|
|
|
52,787
|
|
|
60,489
|
|
|||||
Income tax expense (benefit)
|
26,592
|
|
|
21,488
|
|
|
13,927
|
|
|
(4,734
|
)
|
|
10,849
|
|
|||||
Depreciation
|
44,407
|
|
|
21,353
|
|
|
18,140
|
|
|
21,619
|
|
|
19,175
|
|
|||||
Amortization
|
135,529
|
|
|
37,851
|
|
|
37,874
|
|
|
32,924
|
|
|
39,298
|
|
|||||
EBITDA
|
130,602
|
|
|
205,122
|
|
|
202,436
|
|
|
79,126
|
|
|
88,282
|
|
|||||
Acquisition-related revenue adjustments(b)
|
32,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change order adjustment(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,000
|
)
|
|
—
|
|
|||||
Restructuring and other costs(d)
|
33,315
|
|
|
13,612
|
|
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|||||
Transaction and integration-related expenses(e)
|
123,815
|
|
|
3,143
|
|
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|||||
Asset impairment charges(f)
|
30,000
|
|
|
—
|
|
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|||||
Share-based compensation(g)
|
24,577
|
|
|
14,020
|
|
|
5,074
|
|
|
3,370
|
|
|
2,419
|
|
|||||
Contingent consideration and other expense(h)
|
—
|
|
|
1,696
|
|
|
559
|
|
|
918
|
|
|
253
|
|
|||||
Monitoring and advisory fees(i)
|
—
|
|
|
—
|
|
|
—
|
|
|
462
|
|
|
582
|
|
|||||
R&D tax credit adjustment(j)
|
(3,568
|
)
|
|
(2,528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income)(k)
|
19,846
|
|
|
9,002
|
|
|
(3,857
|
)
|
|
(7,689
|
)
|
|
1,453
|
|
|||||
Loss on unconsolidated affiliates(l)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|||||
Loss on extinguishment of debt(m)
|
622
|
|
|
439
|
|
|
9,795
|
|
|
46,750
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
391,899
|
|
|
$
|
244,506
|
|
|
$
|
221,360
|
|
|
$
|
145,276
|
|
|
$
|
105,521
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017(a)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Adjusted Net Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
|
$
|
(23,470
|
)
|
|
$
|
(41,529
|
)
|
Amortization
|
135,529
|
|
|
37,851
|
|
|
37,874
|
|
|
32,924
|
|
|
39,298
|
|
|||||
Acquisition-related revenue adjustments(b)
|
32,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change order adjustment(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,000
|
)
|
|
—
|
|
|||||
Restructuring and other costs(d)
|
33,315
|
|
|
13,612
|
|
|
1,785
|
|
|
6,192
|
|
|
11,828
|
|
|||||
Transaction and integration-related expenses(e)
|
123,815
|
|
|
3,143
|
|
|
1,637
|
|
|
7,902
|
|
|
508
|
|
|||||
Asset impairment charges(f)
|
30,000
|
|
|
—
|
|
|
3,931
|
|
|
17,245
|
|
|
—
|
|
|||||
Share-based compensation(g)
|
24,577
|
|
|
14,020
|
|
|
5,074
|
|
|
3,370
|
|
|
2,419
|
|
|||||
Contingent consideration and other expense(h)
|
—
|
|
|
1,696
|
|
|
559
|
|
|
918
|
|
|
253
|
|
|||||
Monitoring and advisory fees(i)
|
—
|
|
|
—
|
|
|
—
|
|
|
462
|
|
|
582
|
|
|||||
R&D tax credit adjustment(j)
|
(3,568
|
)
|
|
(2,528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income)(k)
|
19,846
|
|
|
9,002
|
|
|
(3,857
|
)
|
|
(7,689
|
)
|
|
1,453
|
|
|||||
Loss on unconsolidated affiliates(l)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|||||
Loss on extinguishment of debt(m)
|
622
|
|
|
439
|
|
|
9,795
|
|
|
46,750
|
|
|
—
|
|
|||||
Bridge financing fee(n)
|
5,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjust income tax to normalized rate(o)
|
(162,632
|
)
|
|
(50,858
|
)
|
|
(53,671
|
)
|
|
(30,957
|
)
|
|
1,282
|
|
|||||
Impact of Tax Cut and Jobs Act(p)
|
94,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted Net Income
|
$
|
195,955
|
|
|
$
|
139,007
|
|
|
$
|
120,174
|
|
|
$
|
44,647
|
|
|
$
|
16,290
|
|
Adjusted Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted diluted earnings per share
|
$
|
2.57
|
|
|
$
|
2.50
|
|
|
$
|
2.00
|
|
|
$
|
0.83
|
|
|
$
|
0.31
|
|
Adjusted Diluted weighted average common shares outstanding(q)
|
76,168
|
|
|
55,610
|
|
|
60,146
|
|
|
53,858
|
|
|
52,033
|
|
(a)
|
We completed our Merger with inVentiv on August 1, 2017. Our consolidated financial results include the financial results of inVentiv as of and since the date of the Merger.
|
(b)
|
Represents non-cash adjustments resulting from the revaluation of deferred revenue and the subsequent elimination of revenue in purchase accounting in connection with business combinations. As a result of the Merger, we conformed inVentiv's revenue recognition accounting policies with ours, which resulted in recognition of additional
$6.0 million
of revenue in the fourth quarter of 2017. Under revenue recognition accounting policies of inVentiv, this revenue has historically been recognized in the first quarter of each fiscal year. We have eliminated this one-time benefit from our non-GAAP financial measures.
|
(c)
|
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 Net Service Revenue, 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.
|
(d)
|
Restructuring and other costs consist of: (i) severance costs associated with merger related workforce reductions; (ii) severance costs associated with a reduction/optimization of our workforce in line with our expectations of future business operations; (iii) transition costs associated with the change in our Chief Executive Officer (2016 and 2017 only); (iv) termination costs in connection with abandonment and closure of redundant facilities and other lease-related charges; and (v) consulting costs incurred for the continued consolidation of legal entities and restructuring of our contract management process to meet the requirements of upcoming accounting regulation changes.
|
(e)
|
Represents fees associated with business combinations, stock repurchases and secondary stock offerings, debt placement and refinancings, IPO costs, and other corporate transactions costs.
|
(f)
|
Represents impairment of goodwill, intangible assets, and long-lived assets.
|
(g)
|
Represents share-based compensation expense related to awards granted under equity incentive plans.
|
(h)
|
Consists of contingent consideration expense incurred as a result of acquisitions and other expenses accounted for as compensation expense under U.S. GAAP.
|
(i)
|
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 Teachers' Private Capital pursuant to the Expense Reimbursement Agreement. These arrangements were terminated upon completion of our initial public offering.
|
(j)
|
Represents research and development tax credits in certain international locations for expenses incurred and recorded as a reduction of direct costs.
|
(k)
|
Represents other expense (income) comprised primarily of foreign exchange gains and losses.
|
(l)
|
Represents losses (gains) associated with unconsolidated affiliates.
|
(m)
|
Represents loss on extinguishment of debt associated with our debt modifications and refinancing activities.
|
(n)
|
Represents bridge financing fees incurred in connection with the Merger related to an unused financing commitment taken out prior to securing our 2017 Credit Agreement.
|
(o)
|
Our effective tax rate has been adjusted to an overall effective rate of
32.6%
in 2017,
34%
in 2016,
36%
in 2015 and
37%
in 2014, and 2013. This rate has been adjusted to exclude tax impacts related to valuation allowances recorded against deferred tax assets.
|
(p)
|
Represents the direct and indirect net income tax expense recorded in the
three months and year ended
December 31, 2017
as a result of the enactment of the
Tax Act
. For further details on the impact of the Tax Act refer to "Note
12
- Income Taxes" to our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data " in this Annual Report on Form 10-K.
|
(q)
|
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
1,255
, 557, and 24 shares for the years ended December 31, 2017, 2014, and 2013, 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 do not reflect the cash requirements for such replacements; and
|
•
|
EBITDA, Adjusted EBITDA, and Adjusted Net Income do not reflect our actual tax expense or, in the case of EBITDA and Adjusted EBITDA, the cash requirements to pay our taxes.
|
•
|
the customer has received appropriate internal funding approval and collection of the award value is probable;
|
•
|
the project or projects are not contingent upon completion of another trial or event;
|
•
|
the project or projects are expected to commence within the next six months;
|
•
|
the customer has entered or intends to enter into a comprehensive contract as soon as practicable; and
|
•
|
for awards related to our FSP offering, only a maximum of twelve months of services are included.
|
|
Years Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 to 2016
|
|
2016 to 2015
|
||||||||||||||||
Net service revenue
|
$
|
1,852,843
|
|
|
$
|
1,030,337
|
|
|
$
|
914,740
|
|
|
$
|
822,506
|
|
|
79.8
|
%
|
|
$
|
115,597
|
|
|
12.6
|
%
|
Reimbursable out-of-pocket expenses
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|
238,962
|
|
|
41.2
|
%
|
|
95,760
|
|
|
19.8
|
%
|
|||||
Total revenue
|
2,672,064
|
|
|
1,610,596
|
|
|
1,399,239
|
|
|
1,061,468
|
|
|
65.9
|
%
|
|
211,357
|
|
|
15.1
|
%
|
|||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct costs (exclusive of depreciation and amortization)
|
1,232,023
|
|
|
626,633
|
|
|
542,404
|
|
|
605,390
|
|
|
96.6
|
%
|
|
84,229
|
|
|
15.5
|
%
|
|||||
Reimbursable out-of-pocket expenses
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|
238,962
|
|
|
41.2
|
%
|
|
95,760
|
|
|
19.8
|
%
|
|||||
Selling, general, and administrative
|
282,620
|
|
|
172,386
|
|
|
156,609
|
|
|
110,234
|
|
|
63.9
|
%
|
|
15,777
|
|
|
10.1
|
%
|
|||||
Restructuring and other costs
|
33,315
|
|
|
13,612
|
|
|
1,785
|
|
|
19,703
|
|
|
144.7
|
%
|
|
11,827
|
|
|
662.6
|
%
|
|||||
Transaction and integration-related expenses
|
123,815
|
|
|
3,143
|
|
|
1,637
|
|
|
120,672
|
|
|
n/m
|
|
|
1,506
|
|
|
92.0
|
%
|
|||||
Asset impairment charges
|
30,000
|
|
|
—
|
|
|
3,931
|
|
|
30,000
|
|
|
n/m
|
|
|
(3,931
|
)
|
|
(100.0
|
)%
|
|||||
Depreciation and amortization
|
179,936
|
|
|
59,204
|
|
|
56,014
|
|
|
120,732
|
|
|
203.9
|
%
|
|
3,190
|
|
|
5.7
|
%
|
|||||
Total operating expenses
|
2,700,930
|
|
|
1,455,237
|
|
|
1,246,879
|
|
|
1,245,693
|
|
|
85.6
|
%
|
|
208,358
|
|
|
16.7
|
%
|
|||||
(Loss) income from operations
|
(28,866
|
)
|
|
155,359
|
|
|
152,360
|
|
|
(184,225
|
)
|
|
(118.6
|
)%
|
|
2,999
|
|
|
2.0
|
%
|
|||||
Total other expense, net
|
(83,011
|
)
|
|
(21,241
|
)
|
|
(21,386
|
)
|
|
(61,770
|
)
|
|
(290.8
|
)%
|
|
145
|
|
|
0.7
|
%
|
|||||
(Loss) income before provision for income taxes
|
(111,877
|
)
|
|
134,118
|
|
|
130,974
|
|
|
(245,995
|
)
|
|
(183.4
|
)%
|
|
3,144
|
|
|
2.4
|
%
|
|||||
Income tax benefit (expense)
|
(26,592
|
)
|
|
(21,488
|
)
|
|
(13,927
|
)
|
|
(5,104
|
)
|
|
(23.8
|
)%
|
|
(7,561
|
)
|
|
(54.3
|
)%
|
|||||
Net (loss) income
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
|
$
|
(251,099
|
)
|
|
(222.9
|
)%
|
|
$
|
(4,417
|
)
|
|
(3.8
|
)%
|
|
Years Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 to 2016
|
|
2016 to 2015
|
||||||||||||||||
Clinical Solutions
|
$
|
1,459,968
|
|
|
$
|
1,021,017
|
|
|
$
|
906,528
|
|
|
$
|
438,951
|
|
|
43.0
|
%
|
|
$
|
114,489
|
|
|
12.6
|
%
|
% of total
|
78.8
|
%
|
|
99.1
|
%
|
|
99.1
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Commercial Solutions
|
392,875
|
|
|
9,320
|
|
|
8,212
|
|
|
383,555
|
|
|
n/m
|
|
|
1,108
|
|
|
13.5
|
%
|
|||||
% of total
|
21.2
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total net service revenue
|
$
|
1,852,843
|
|
|
$
|
1,030,337
|
|
|
$
|
914,740
|
|
|
$
|
822,506
|
|
|
79.8
|
%
|
|
$
|
115,597
|
|
|
12.6
|
%
|
|
Years Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 to 2016
|
|
2016 to 2015
|
||||||||||||||||
Clinical Solutions
|
$
|
930,176
|
|
|
$
|
612,201
|
|
|
$
|
533,277
|
|
|
$
|
317,975
|
|
|
51.9
|
%
|
|
$
|
78,924
|
|
|
14.8
|
%
|
% of related net service revenue
|
63.7
|
%
|
|
60.0
|
%
|
|
58.8
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Gross margin
|
36.3
|
%
|
|
40.0
|
%
|
|
41.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Commercial Solutions
|
291,310
|
|
|
7,881
|
|
|
6,845
|
|
|
283,429
|
|
|
n/m
|
|
|
1,036
|
|
|
15.1
|
%
|
|||||
% of related net service revenue
|
74.1
|
%
|
|
84.6
|
%
|
|
83.4
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Gross margin
|
25.9
|
%
|
|
15.4
|
%
|
|
16.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total direct costs
|
$
|
1,221,486
|
|
|
$
|
620,082
|
|
|
$
|
540,122
|
|
|
$
|
601,404
|
|
|
97.0
|
%
|
|
$
|
79,960
|
|
|
14.8
|
%
|
% of total net service revenue
|
65.9
|
%
|
|
60.2
|
%
|
|
59.0
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 to 2016
|
|
2016 to 2015
|
||||||||||||||||
Selling, general and administrative
|
$
|
282,620
|
|
|
$
|
172,386
|
|
|
$
|
156,609
|
|
|
$
|
110,234
|
|
|
63.9
|
%
|
|
$
|
15,777
|
|
|
10.1
|
%
|
Percent of total net service revenue
|
15.3
|
%
|
|
16.7
|
%
|
|
17.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Investment banker, professional fees, and other
|
$
|
68,967
|
|
|
$
|
2,975
|
|
|
$
|
1,637
|
|
Share-based compensation expense
|
31,327
|
|
|
—
|
|
|
—
|
|
|||
Debt modification and related expenses
|
5,255
|
|
|
168
|
|
|
—
|
|
|||
Personnel integration and retention-related costs
|
28,616
|
|
|
—
|
|
|
—
|
|
|||
Benefit from change in fair value of contingent tax-sharing obligation
|
(12,276
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
1,926
|
|
|
—
|
|
|
—
|
|
|||
Total transaction and integration-related expenses
|
$
|
123,815
|
|
|
$
|
3,143
|
|
|
$
|
1,637
|
|
|
Years Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 to 2016
|
|
2016 to 2015
|
||||||||||||||||
Interest income
|
$
|
1,182
|
|
|
$
|
216
|
|
|
$
|
192
|
|
|
$
|
966
|
|
|
447.2
|
%
|
|
$
|
24
|
|
|
12.5
|
%
|
Interest expense
|
(63,725
|
)
|
|
(12,016
|
)
|
|
(15,640
|
)
|
|
(51,709
|
)
|
|
(430.3
|
)%
|
|
3,624
|
|
|
23.2
|
%
|
|||||
Loss on extinguishment of debt
|
(622
|
)
|
|
(439
|
)
|
|
(9,795
|
)
|
|
(183
|
)
|
|
(41.7
|
)%
|
|
9,356
|
|
|
95.5
|
%
|
|||||
Other (expense) income, net
|
(19,846
|
)
|
|
(9,002
|
)
|
|
3,857
|
|
|
(10,844
|
)
|
|
(120.5
|
)%
|
|
(12,859
|
)
|
|
(333.4
|
)%
|
|||||
Total other expense, net
|
$
|
(83,011
|
)
|
|
$
|
(21,241
|
)
|
|
$
|
(21,386
|
)
|
|
$
|
(61,770
|
)
|
|
(290.8
|
)%
|
|
$
|
145
|
|
|
0.7
|
%
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Balance sheet statistics:
|
|
|
|
|
|
||
Cash and cash equivalents
(a)
|
$
|
321,262
|
|
|
$
|
102,471
|
|
Working capital (excluding restricted cash)
|
261,903
|
|
|
55,295
|
|
|
Years Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 to 2016
|
|
2016 to 2015
|
||||||||||||||||
Net cash provided by operating activities
|
$
|
198,258
|
|
|
$
|
109,332
|
|
|
$
|
204,740
|
|
|
$
|
88,926
|
|
|
81.3
|
%
|
|
$
|
(95,408
|
)
|
|
(46.6
|
)%
|
Net cash used in investing activities
|
(1,722,907
|
)
|
|
(31,353
|
)
|
|
(21,111
|
)
|
|
(1,691,554
|
)
|
|
n/m
|
|
|
(10,242
|
)
|
|
(48.5
|
)%
|
|||||
Net cash provided by (used in) financing activities
|
1,734,368
|
|
|
(53,316
|
)
|
|
(211,399
|
)
|
|
1,787,684
|
|
|
n/m
|
|
|
158,083
|
|
|
74.8
|
%
|
|
Payment Due by Period
|
||||||||||||||||||
|
Total
|
|
2018
|
|
2019 to 2020
|
|
2021 to 2022
|
|
2023 and thereafter
|
||||||||||
Long-term debt
|
$
|
2,953,000
|
|
|
$
|
25,000
|
|
|
$
|
125,000
|
|
|
$
|
880,000
|
|
|
$
|
1,923,000
|
|
Interest on long-term debt
|
714,749
|
|
|
119,990
|
|
|
235,796
|
|
|
215,008
|
|
|
143,955
|
|
|||||
Noncancellable purchase commitments
|
97,493
|
|
|
50,570
|
|
|
39,856
|
|
|
7,067
|
|
|
—
|
|
|||||
Operating leases
|
342,312
|
|
|
60,671
|
|
|
97,356
|
|
|
72,173
|
|
|
112,112
|
|
|||||
Capital leases, including interest
|
38,761
|
|
|
17,526
|
|
|
19,335
|
|
|
1,900
|
|
|
—
|
|
|||||
Merger retention bonuses
|
20,666
|
|
|
20,666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation plan
(a)
|
15,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent tax-sharing obligation assumed in business combinations
(b)
|
50,480
|
|
|
22,345
|
|
|
—
|
|
|
—
|
|
|
28,135
|
|
|||||
Total
|
$
|
4,233,361
|
|
|
$
|
316,768
|
|
|
$
|
517,343
|
|
|
$
|
1,176,148
|
|
|
$
|
2,207,202
|
|
•
|
Income taxes
- All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the statement of operations. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. We also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period.
|
•
|
Forfeitures
- Prior to adoption, share-based compensation expense was recognized on a straight line basis, net of estimated forfeitures, such that expense was recognized only for share-based awards that are expected to vest. A forfeiture rate was estimated annually and revised, if necessary, in subsequent periods if actual forfeitures differed from initial estimates. Upon adoption, we no longer apply a forfeiture rate and instead account for forfeitures as they occur.
|
•
|
Statements of Cash Flows
- We historically accounted for excess tax benefits on the consolidated statement of cash flows as a financing activity. Upon adoption of this standard, excess tax benefits are classified along with other income tax cash flows as an operating activity.
|
•
|
Earnings Per Share
- We use the treasury stock method to compute diluted earnings per share, unless the effect would be anti-dilutive. Under this method, we are no longer required to estimate the tax rate and apply it to the dilutive share calculation for determining the dilutive earnings per share.
|
|
Page
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Net service revenue
|
$
|
1,852,843
|
|
|
$
|
1,030,337
|
|
|
$
|
914,740
|
|
Reimbursable out-of-pocket expenses
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|||
Total revenue
|
2,672,064
|
|
|
1,610,596
|
|
|
1,399,239
|
|
|||
|
|
|
|
|
|
||||||
Costs and operating expenses:
|
|
|
|
|
|
||||||
Direct costs (exclusive of depreciation and amortization)
|
1,232,023
|
|
|
626,633
|
|
|
542,404
|
|
|||
Reimbursable out-of-pocket expenses
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|||
Selling, general, and administrative
|
282,620
|
|
|
172,386
|
|
|
156,609
|
|
|||
Restructuring and other costs
|
33,315
|
|
|
13,612
|
|
|
1,785
|
|
|||
Transaction and integration-related expenses
|
123,815
|
|
|
3,143
|
|
|
1,637
|
|
|||
Asset impairment charges
|
30,000
|
|
|
—
|
|
|
3,931
|
|
|||
Depreciation
|
44,407
|
|
|
21,353
|
|
|
18,140
|
|
|||
Amortization
|
135,529
|
|
|
37,851
|
|
|
37,874
|
|
|||
Total operating expenses
|
2,700,930
|
|
|
1,455,237
|
|
|
1,246,879
|
|
|||
(Loss) income from operations
|
(28,866
|
)
|
|
155,359
|
|
|
152,360
|
|
|||
|
|
|
|
|
|
||||||
Other (expense) income, net:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
1,182
|
|
|
216
|
|
|
192
|
|
|||
Interest expense
|
(63,725
|
)
|
|
(12,016
|
)
|
|
(15,640
|
)
|
|||
Loss on extinguishment of debt
|
(622
|
)
|
|
(439
|
)
|
|
(9,795
|
)
|
|||
Other (expense) income, net
|
(19,846
|
)
|
|
(9,002
|
)
|
|
3,857
|
|
|||
Total other expense, net
|
(83,011
|
)
|
|
(21,241
|
)
|
|
(21,386
|
)
|
|||
(Loss) income before provision for income taxes
|
(111,877
|
)
|
|
134,118
|
|
|
130,974
|
|
|||
Income tax benefit (expense)
|
(26,592
|
)
|
|
(21,488
|
)
|
|
(13,927
|
)
|
|||
Net (loss) income
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to common shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.85
|
)
|
|
$
|
2.08
|
|
|
$
|
2.02
|
|
Diluted
|
$
|
(1.85
|
)
|
|
$
|
2.03
|
|
|
$
|
1.95
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
74,913
|
|
|
54,031
|
|
|
57,888
|
|
|||
Diluted
|
74,913
|
|
|
55,610
|
|
|
60,146
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Net (loss) income
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
Unrealized gain on derivative instruments, net of income tax benefit (expense) of $10, $(707), and $0, respectively
|
23
|
|
|
1,106
|
|
|
—
|
|
|||
Foreign currency translation adjustments, net of income tax (expense) of $(9,005), $0, and $0, respectively
|
19,842
|
|
|
(1,813
|
)
|
|
(15,343
|
)
|
|||
Comprehensive (loss) income
|
$
|
(118,604
|
)
|
|
$
|
111,923
|
|
|
$
|
101,704
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
321,262
|
|
|
$
|
102,471
|
|
Restricted cash
|
714
|
|
|
607
|
|
||
Accounts receivable billed, net
|
642,985
|
|
|
211,476
|
|
||
Accounts receivable unbilled
|
373,003
|
|
|
173,873
|
|
||
Prepaid expenses and other current assets
|
84,215
|
|
|
34,202
|
|
||
Total current assets
|
1,422,179
|
|
|
522,629
|
|
||
Property and equipment, net
|
180,412
|
|
|
58,306
|
|
||
Goodwill
|
4,292,571
|
|
|
552,502
|
|
||
Intangible assets, net
|
1,286,050
|
|
|
114,486
|
|
||
Deferred income tax assets
|
20,159
|
|
|
14,726
|
|
||
Other long-term assets
|
84,496
|
|
|
25,858
|
|
||
Total assets
|
$
|
7,285,867
|
|
|
$
|
1,288,507
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
58,575
|
|
|
$
|
23,693
|
|
Accrued liabilities
|
500,303
|
|
|
153,559
|
|
||
Deferred revenue
|
559,270
|
|
|
277,600
|
|
||
Current portion of capital lease obligations
|
16,414
|
|
|
—
|
|
||
Current portion of long-term debt
|
25,000
|
|
|
11,875
|
|
||
Total current liabilities
|
1,159,562
|
|
|
466,727
|
|
||
Capital lease obligations, non-current
|
20,376
|
|
|
—
|
|
||
Long-term debt, non-current
|
2,945,934
|
|
|
485,849
|
|
||
Deferred income tax liabilities
|
37,807
|
|
|
8,295
|
|
||
Other long-term liabilities
|
99,609
|
|
|
26,163
|
|
||
Total liabilities
|
$
|
4,263,288
|
|
|
$
|
987,034
|
|
Commitments and contingencies (Note 18)
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 600,000,000 shares authorized, 104,435,501 and 53,762,786 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
1,044
|
|
|
538
|
|
||
Additional paid-in capital
|
3,414,389
|
|
|
573,176
|
|
||
Accumulated other comprehensive loss, net of tax
|
(22,385
|
)
|
|
(42,250
|
)
|
||
Accumulated deficit
|
(370,469
|
)
|
|
(229,991
|
)
|
||
Total shareholders' equity
|
3,022,579
|
|
|
301,473
|
|
||
Total liabilities and shareholders' equity
|
$
|
7,285,867
|
|
|
$
|
1,288,507
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
179,936
|
|
|
59,204
|
|
|
56,014
|
|
|||
Stock repurchase costs
|
—
|
|
|
—
|
|
|
1,637
|
|
|||
Amortization of capitalized loan fees and original issue discount, net of Senior Notes premium
|
500
|
|
|
972
|
|
|
1,346
|
|
|||
Share-based compensation
|
59,696
|
|
|
14,020
|
|
|
5,074
|
|
|||
Provision for (recovery of) doubtful accounts
|
4,167
|
|
|
2,570
|
|
|
(144
|
)
|
|||
Provision for (benefit from) deferred income taxes
|
14,431
|
|
|
(22,260
|
)
|
|
4,134
|
|
|||
Foreign currency transaction losses
|
7,912
|
|
|
20,681
|
|
|
(795
|
)
|
|||
Asset impairment charges
|
30,000
|
|
|
—
|
|
|
3,931
|
|
|||
Fair value adjustment of contingent tax-sharing obligation
|
(12,276
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
622
|
|
|
439
|
|
|
9,795
|
|
|||
Excess income tax benefits from share-based awards
|
—
|
|
|
—
|
|
|
(975
|
)
|
|||
Other non-cash items
|
4,712
|
|
|
286
|
|
|
(82
|
)
|
|||
Changes in operating assets and liabilities, net of effect of business combinations:
|
|
|
|
|
|
|
|
|
|||
Billed and unbilled accounts receivable
|
31,656
|
|
|
(103,748
|
)
|
|
(54,073
|
)
|
|||
Accounts payable and accrued expenses
|
(16,982
|
)
|
|
6,658
|
|
|
8,186
|
|
|||
Deferred revenue
|
28,967
|
|
|
4,060
|
|
|
68,500
|
|
|||
Other assets and liabilities
|
3,386
|
|
|
13,820
|
|
|
(14,855
|
)
|
|||
Net cash provided by operating activities
|
198,258
|
|
|
109,332
|
|
|
204,740
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Payments associated with business acquisitions, net of cash acquired
|
(1,678,814
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(43,896
|
)
|
|
(31,353
|
)
|
|
(21,111
|
)
|
|||
Other, net
|
(197
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
$
|
(1,722,907
|
)
|
|
$
|
(31,353
|
)
|
|
$
|
(21,111
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
$
|
2,598,000
|
|
|
$
|
—
|
|
|
$
|
525,000
|
|
Payments of debt financing costs
|
(25,476
|
)
|
|
(868
|
)
|
|
(4,987
|
)
|
|||
Repayments of long-term debt
|
(525,097
|
)
|
|
—
|
|
|
(475,001
|
)
|
|||
Proceeds from revolving line of credit
|
15,000
|
|
|
100,000
|
|
|
45,000
|
|
|||
Repayments of revolving line of credit
|
(40,000
|
)
|
|
(105,000
|
)
|
|
(15,000
|
)
|
|||
Redemption of Senior Notes and associated breakage fees
|
(292,425
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of contingent consideration related to business combinations
|
—
|
|
|
—
|
|
|
(973
|
)
|
|||
Payments of capital leases
|
(8,145
|
)
|
|
—
|
|
|
(452
|
)
|
|||
Payments of stock repurchase costs
|
—
|
|
|
—
|
|
|
(1,423
|
)
|
|||
Payments for repurchase of common stock
|
—
|
|
|
(64,500
|
)
|
|
(285,000
|
)
|
|||
Proceeds from exercise of stock options
|
19,335
|
|
|
17,891
|
|
|
3,656
|
|
|||
Payments related to tax withholding for share-based compensation
|
(6,824
|
)
|
|
(839
|
)
|
|
(3,194
|
)
|
|||
Excess income tax benefits from share-based awards
|
—
|
|
|
—
|
|
|
975
|
|
|||
Net cash provided by (used in) financing activities
|
1,734,368
|
|
|
(53,316
|
)
|
|
(211,399
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
9,072
|
|
|
(7,203
|
)
|
|
(13,672
|
)
|
|||
Net change in cash and cash equivalents
|
218,791
|
|
|
17,460
|
|
|
(41,442
|
)
|
|||
Cash and cash equivalents, beginning of period
|
102,471
|
|
|
85,011
|
|
|
126,453
|
|
|||
Cash and cash equivalents, end of period
|
$
|
321,262
|
|
|
$
|
102,471
|
|
|
$
|
85,011
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
13,300
|
|
|
$
|
24,337
|
|
|
$
|
8,251
|
|
Cash paid for interest
|
64,949
|
|
|
11,627
|
|
|
17,533
|
|
|||
Supplemental disclosure of noncash investing and financing activities
|
|
|
|
|
|
||||||
Fair value of shares issued and share-based awards assumed in business combinations
|
$
|
2,769,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases of property and equipment included in liabilities
|
14,801
|
|
|
7,157
|
|
|
2,869
|
|
|||
Vehicles acquired through capital lease agreements
|
8,730
|
|
|
—
|
|
|
—
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Accumulated
Deficit |
|
Total
Shareholders' Equity |
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||
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
|
)
|
|||||
Stock option exercises net of shares for tax withholding
|
156
|
|
|
2
|
|
|
(3,196
|
)
|
|
—
|
|
|
—
|
|
|
(3,194
|
)
|
|||||
Stock option exercises
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,343
|
)
|
|
—
|
|
|
(15,343
|
)
|
|||||
Balance at December 31, 2015
|
53,871
|
|
|
539
|
|
|
559,910
|
|
|
(41,543
|
)
|
|
(301,472
|
)
|
|
217,434
|
|
|||||
Impact to Retained Earnings from adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,554
|
|
|
7,554
|
|
|||||
Balance at January 1, 2016
|
53,871
|
|
|
539
|
|
|
559,910
|
|
|
(41,543
|
)
|
|
(293,918
|
)
|
|
224,988
|
|
|||||
Stock repurchase
|
(1,500
|
)
|
|
(15
|
)
|
|
(15,782
|
)
|
|
—
|
|
|
(48,703
|
)
|
|
(64,500
|
)
|
|||||
RSU distributions net of shares for tax withholding
|
33
|
|
|
—
|
|
|
(839
|
)
|
|
—
|
|
|
—
|
|
|
(839
|
)
|
|||||
Stock option exercises
|
1,359
|
|
|
14
|
|
|
15,867
|
|
|
—
|
|
|
—
|
|
|
15,881
|
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
14,020
|
|
|
—
|
|
|
—
|
|
|
14,020
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,630
|
|
|
112,630
|
|
|||||
Unrealized gain on derivative instruments, net of tax expense of ($707)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,106
|
|
|
—
|
|
|
1,106
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,813
|
)
|
|
—
|
|
|
(1,813
|
)
|
|||||
Balance at December 31, 2016
|
53,763
|
|
|
538
|
|
|
573,176
|
|
|
(42,250
|
)
|
|
(229,991
|
)
|
|
301,473
|
|
|||||
Impact to Retained Earnings from adoption of ASU 2016-16
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,009
|
)
|
|
(2,009
|
)
|
|||||
Balance at January 1, 2017
|
53,763
|
|
|
538
|
|
|
573,176
|
|
|
(42,250
|
)
|
|
(232,000
|
)
|
|
299,464
|
|
|||||
Issuance of common stock associated with business combinations
|
49,297
|
|
|
493
|
|
|
2,768,978
|
|
|
—
|
|
|
—
|
|
|
2,769,471
|
|
|||||
RSU distributions net of shares for tax withholding
|
198
|
|
|
2
|
|
|
(6,826
|
)
|
|
—
|
|
|
—
|
|
|
(6,824
|
)
|
|||||
Stock option exercises
|
1,178
|
|
|
11
|
|
|
19,365
|
|
|
—
|
|
|
—
|
|
|
19,376
|
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
59,696
|
|
|
—
|
|
|
—
|
|
|
59,696
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,469
|
)
|
|
(138,469
|
)
|
|||||
Unrealized gain on derivative instruments, net of tax benefit of $10
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|||||
Foreign currency translation adjustment, net of tax expense of ($9,005)
|
—
|
|
|
—
|
|
|
—
|
|
|
19,842
|
|
|
—
|
|
|
19,842
|
|
|||||
Balance at December 31, 2017
|
104,436
|
|
|
$
|
1,044
|
|
|
$
|
3,414,389
|
|
|
$
|
(22,385
|
)
|
|
$
|
(370,469
|
)
|
|
$
|
3,022,579
|
|
|
Useful Life
|
Buildings
|
39 years
|
Furniture and fixtures
|
7 years
|
Equipment
|
5 to 10 years
|
Computer equipment and software
|
3 years
|
Vehicles
|
Lesser of lease term or the estimated economic life of the leased asset
|
Leasehold improvements
|
Lesser of remaining life of lease or the useful life of the asset
|
|
December 31, 2017
|
|
December 31, 2016
|
Customer relationships
|
9.2 years
|
|
5.0 years
|
Acquired backlog
|
2.2 years
|
|
—
|
Trademarks
|
3.5 years
|
|
—
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Accounts receivable billed
|
$
|
652,061
|
|
|
$
|
217,360
|
|
Allowance for doubtful accounts
|
(9,076
|
)
|
|
(5,884
|
)
|
||
Accounts receivable billed, net
|
$
|
642,985
|
|
|
$
|
211,476
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at the beginning of the period
|
$
|
(5,884
|
)
|
|
$
|
(3,557
|
)
|
|
$
|
(3,727
|
)
|
Current year (provision) recovery
|
(4,167
|
)
|
|
(2,570
|
)
|
|
144
|
|
|||
Write-offs, net of recoveries and the effects of foreign currency exchange
|
975
|
|
|
243
|
|
|
26
|
|
|||
Balance at the end of the period
|
$
|
(9,076
|
)
|
|
$
|
(5,884
|
)
|
|
$
|
(3,557
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Software
|
$
|
65,102
|
|
|
$
|
52,531
|
|
Vehicles
|
38,938
|
|
|
—
|
|
||
Computer equipment
|
61,659
|
|
|
26,311
|
|
||
Leasehold improvements
|
58,975
|
|
|
14,814
|
|
||
Office furniture, fixtures, and equipment
|
19,317
|
|
|
10,894
|
|
||
Buildings and land
|
4,552
|
|
|
4,004
|
|
||
Assets not yet placed in service
|
29,215
|
|
|
13,396
|
|
||
Property and equipment, gross
|
277,758
|
|
|
121,950
|
|
||
Less: accumulated depreciation
|
(97,346
|
)
|
|
(63,644
|
)
|
||
Property and equipment, net
|
$
|
180,412
|
|
|
$
|
58,306
|
|
|
Total
|
|
Clinical
Solutions |
|
Commercial
Solutions |
||||||
Balance at December 31, 2015:
|
|
|
|
|
|
||||||
Gross carrying amount
|
$
|
569,174
|
|
|
$
|
561,150
|
|
|
$
|
8,024
|
|
Accumulated impairment losses
|
(16,166
|
)
|
|
(8,142
|
)
|
|
(8,024
|
)
|
|||
Total goodwill and accumulated impairment losses
|
553,008
|
|
|
553,008
|
|
|
—
|
|
|||
2016 Activity:
|
|
|
|
|
|
||||||
Impact of foreign currency translation and other
|
(506
|
)
|
|
(506
|
)
|
|
—
|
|
|||
Balance at December 31, 2016:
|
|
|
|
|
|
||||||
Gross carrying amount
|
568,668
|
|
|
560,644
|
|
|
8,024
|
|
|||
Accumulated impairment losses
(a)
|
(16,166
|
)
|
|
(8,142
|
)
|
|
(8,024
|
)
|
|||
Goodwill net of accumulated impairment losses
|
552,502
|
|
|
552,502
|
|
|
—
|
|
|||
2017 Activity:
|
|
|
|
|
|
||||||
Business combinations
(b)
|
3,733,495
|
|
|
2,240,971
|
|
|
1,492,524
|
|
|||
Impact of foreign currency translation
|
6,574
|
|
|
7,360
|
|
|
(786
|
)
|
|||
Balance at December 31, 2017:
|
|
|
|
|
|
||||||
Gross carrying amount
|
4,308,737
|
|
|
2,808,975
|
|
|
1,499,762
|
|
|||
Accumulated impairment losses
(a)
|
(16,166
|
)
|
|
(8,142
|
)
|
|
(8,024
|
)
|
|||
Goodwill net of accumulated impairment losses
|
$
|
4,292,571
|
|
|
$
|
2,800,833
|
|
|
$
|
1,491,738
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
1,440,178
|
|
|
$
|
(266,158
|
)
|
|
$
|
1,174,020
|
|
|
$
|
267,703
|
|
|
$
|
(188,217
|
)
|
|
$
|
79,486
|
|
Acquired backlog
|
137,442
|
|
|
(42,095
|
)
|
|
95,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Trademarks
|
32,428
|
|
|
(15,745
|
)
|
|
16,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total finite-lived intangibles
|
1,610,048
|
|
|
(323,998
|
)
|
|
1,286,050
|
|
|
267,703
|
|
|
(188,217
|
)
|
|
79,486
|
|
||||||
Trademarks — indefinite-lived
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
||||||
Intangible assets, net
|
$
|
1,610,048
|
|
|
$
|
(323,998
|
)
|
|
$
|
1,286,050
|
|
|
$
|
302,703
|
|
|
$
|
(188,217
|
)
|
|
$
|
114,486
|
|
Fiscal Year Ending:
|
|
||
2018
|
$
|
199,586
|
|
2019
|
160,664
|
|
|
2020
|
143,881
|
|
|
2021
|
126,597
|
|
|
2022
|
121,080
|
|
|
2023 and thereafter
|
534,242
|
|
|
Total
|
$
|
1,286,050
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Compensation, including bonuses, fringe benefits, and payroll taxes
|
$
|
215,657
|
|
|
$
|
77,049
|
|
Accrued professional, investigator fees, and pass-through costs
|
132,356
|
|
|
43,010
|
|
||
Accrued rebates to customers
|
27,930
|
|
|
13,580
|
|
||
Contingent tax-sharing obligations assumed through business combinations, current portion
|
22,345
|
|
|
—
|
|
||
Accrued taxes
|
16,810
|
|
|
1,072
|
|
||
Accrued restructuring and other costs, current portion
|
13,280
|
|
|
6,084
|
|
||
Accrued interest
|
9,399
|
|
|
72
|
|
||
Facility-related obligations
|
8,943
|
|
|
5,117
|
|
||
Other liabilities
|
53,583
|
|
|
7,575
|
|
||
Total accrued liabilities
|
$
|
500,303
|
|
|
$
|
153,559
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Uncertain tax positions
|
$
|
25,033
|
|
|
$
|
14,813
|
|
Accrued restructuring and other costs, non-current portion
|
3,513
|
|
|
2,508
|
|
||
Contingent tax-sharing obligations assumed through business combinations, non-current portion
|
28,135
|
|
|
—
|
|
||
Deferred compensation, long-term
|
15,900
|
|
|
—
|
|
||
Other liabilities
|
27,028
|
|
|
8,842
|
|
||
Total other long-term liabilities
|
$
|
99,609
|
|
|
$
|
26,163
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Foreign currency translation adjustments, net of tax
|
$
|
(23,514
|
)
|
|
$
|
(43,356
|
)
|
Unrealized gains on derivative instruments, net of tax
|
1,129
|
|
|
1,106
|
|
||
Accumulated other comprehensive loss, net of tax
|
$
|
(22,385
|
)
|
|
$
|
(42,250
|
)
|
|
Unrealized gain on derivative instruments, net of tax
|
|
Foreign currency translation adjustments, net of tax
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
(41,543
|
)
|
|
$
|
(41,543
|
)
|
Other comprehensive gain before reclassifications
|
901
|
|
|
(1,813
|
)
|
|
(912
|
)
|
|||
Amount of gain reclassified from accumulated other comprehensive loss into statement of operations
|
205
|
|
|
—
|
|
|
205
|
|
|||
Net current period other comprehensive gain (loss), net of tax
|
1,106
|
|
|
(1,813
|
)
|
|
(707
|
)
|
|||
Balance at December 31, 2016
|
1,106
|
|
|
(43,356
|
)
|
|
(42,250
|
)
|
|||
Other comprehensive gain before reclassifications
|
443
|
|
|
19,842
|
|
|
$
|
20,285
|
|
||
Amount of gain reclassified from accumulated other comprehensive loss into statement of operations
|
(420
|
)
|
|
—
|
|
|
$
|
(420
|
)
|
||
Net current period other comprehensive gain, net of tax
|
23
|
|
|
19,842
|
|
|
$
|
19,865
|
|
||
Balance at December 31, 2017
|
$
|
1,129
|
|
|
$
|
(23,514
|
)
|
|
$
|
(22,385
|
)
|
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Foreign currency translation adjustments
|
$
|
28,847
|
|
|
$
|
(9,005
|
)
|
|
$
|
19,842
|
|
Unrealized gain on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized gains arising during period
|
694
|
|
|
(251
|
)
|
|
443
|
|
|||
Reclassification adjustment for gains realized in net income
|
(681
|
)
|
|
261
|
|
|
(420
|
)
|
|||
Net unrealized gain
|
13
|
|
|
10
|
|
|
23
|
|
|||
Other comprehensive income
|
$
|
28,860
|
|
|
$
|
(8,995
|
)
|
|
$
|
19,865
|
|
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Foreign currency translation adjustments
|
$
|
(1,813
|
)
|
|
$
|
—
|
|
|
$
|
(1,813
|
)
|
Unrealized gain on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized gains arising during period
|
1,477
|
|
|
(576
|
)
|
|
901
|
|
|||
Reclassification adjustment for gains realized in net income
|
336
|
|
|
(131
|
)
|
|
205
|
|
|||
Net unrealized gain
|
1,813
|
|
|
(707
|
)
|
|
$
|
1,106
|
|
||
Other comprehensive income
|
$
|
—
|
|
|
$
|
(707
|
)
|
|
$
|
(707
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net realized foreign currency (loss) gain
|
$
|
(10,833
|
)
|
|
$
|
12,357
|
|
|
$
|
2,237
|
|
Net unrealized foreign currency (loss) gain
|
(7,912
|
)
|
|
(20,681
|
)
|
|
795
|
|
|||
Other, net
|
(1,101
|
)
|
|
(678
|
)
|
|
825
|
|
|||
Total other expense, net
|
$
|
(19,846
|
)
|
|
$
|
(9,002
|
)
|
|
$
|
3,857
|
|
Fair value of common stock issued to acquiree stockholders
(a)
|
$
|
2,753,239
|
|
Fair value of replacement share-based awards issued to acquiree employees
(b)
|
16,232
|
|
|
Repayment of term loan obligations and accrued interest
(c)
|
1,736,152
|
|
|
Total consideration transferred
|
$
|
4,505,623
|
|
Assets acquired:
|
|
||
Cash and cash equivalents
|
$
|
57,338
|
|
Restricted cash
|
433
|
|
|
Accounts receivable
|
363,137
|
|
|
Unbilled accounts receivable
|
261,585
|
|
|
Other current assets
|
95,506
|
|
|
Property and equipment
|
113,674
|
|
|
Intangible assets
|
1,334,200
|
|
|
Other assets
|
50,052
|
|
|
Total assets acquired
|
2,275,925
|
|
|
Liabilities assumed:
|
|
||
Accounts payable
|
38,871
|
|
|
Accrued liabilities
|
306,649
|
|
|
Deferred revenue
|
247,474
|
|
|
Capital leases
|
40,928
|
|
|
Long-term debt, current and non-current
|
737,872
|
|
|
Deferred income taxes, net
|
11,382
|
|
|
Other liabilities
|
120,621
|
|
|
Total liabilities assumed
|
1,503,797
|
|
|
Total identifiable assets acquired, net
|
772,128
|
|
|
Goodwill
|
$
|
3,733,495
|
|
|
Estimated Fair Value
|
|
Estimated Useful Life
|
||||
Customer relationships
|
$
|
1,169,700
|
|
|
6 years
|
-
|
11 years
|
Backlog
|
137,100
|
|
|
5 months
|
-
|
2 years
|
|
Trademarks subject to amortization
|
27,400
|
|
|
5 months
|
-
|
6 years
|
|
Total intangible assets
|
$
|
1,334,200
|
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Pro forma total revenue
|
$
|
4,221,936
|
|
|
$
|
4,354,038
|
|
Pro forma net loss
|
(58,545
|
)
|
|
(208,013
|
)
|
||
Pro forma loss per share:
|
|
|
|
||||
Basic
|
$
|
(0.64
|
)
|
|
$
|
(2.01
|
)
|
Diluted
|
$
|
(0.64
|
)
|
|
$
|
(2.01
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Secured Debt
|
|
|
|
||||
Term Loan A due August 2021
|
$
|
—
|
|
|
$
|
475,000
|
|
Revolving credit facility due August 2021
|
—
|
|
|
25,000
|
|
||
Term Loan A due August 2022
|
1,000,000
|
|
|
—
|
|
||
Term Loan B due August 2024
|
1,550,000
|
|
|
—
|
|
||
Revolving credit facility due August 2022
|
—
|
|
|
—
|
|
||
Total secured debt
|
2,550,000
|
|
|
500,000
|
|
||
Unsecured Debt
|
|
|
|
||||
7.5% Senior Unsecured Notes due 2024
|
403,000
|
|
|
—
|
|
||
Total debt obligations
|
2,953,000
|
|
|
500,000
|
|
||
Add: unamortized Senior Notes premium, net of original issue debt discount
|
38,656
|
|
|
—
|
|
||
Less: unamortized deferred issuance costs
|
(20,722
|
)
|
|
(2,276
|
)
|
||
Less: current portion of debt
|
(25,000
|
)
|
|
(11,875
|
)
|
||
Total debt obligations, non-current portion
|
$
|
2,945,934
|
|
|
$
|
485,849
|
|
Year
|
Percentage
|
2019
|
103.750%
|
2020
|
101.875%
|
2021 and thereafter
|
100.000%
|
2018
|
$
|
25,000
|
|
2019
|
50,000
|
|
|
2020
|
75,000
|
|
|
2021
|
114,000
|
|
|
2022
|
766,000
|
|
|
2023 and thereafter
|
1,923,000
|
|
|
Less: deferred issuance costs
|
(20,722
|
)
|
|
Senior Notes premium, net of original issue debt discount
|
38,656
|
|
|
Total long-term debt
|
2,970,934
|
|
|
Less: current portion of debt
|
(25,000
|
)
|
|
Total debt obligations, non-current portion
|
$
|
2,945,934
|
|
Fiscal Year
|
Operating Leases
|
|
Capital Leases
|
||||
2018
|
$
|
60,671
|
|
|
$
|
17,526
|
|
2019
|
52,485
|
|
|
13,293
|
|
||
2020
|
44,871
|
|
|
6,042
|
|
||
2021
|
39,710
|
|
|
1,900
|
|
||
2022
|
32,463
|
|
|
—
|
|
||
2023 and thereafter
|
112,112
|
|
|
—
|
|
||
Total future minimum lease payments
(a) (b)
|
$
|
342,312
|
|
|
38,761
|
|
|
Less: amounts representing interest and fees
(b)
|
|
|
|
(1,971
|
)
|
||
Present value of capital lease obligations
(c)
|
|
|
|
36,790
|
|
||
Less: current portion
|
|
|
|
(16,414
|
)
|
||
Capital lease obligations, non-current portion
|
|
|
$
|
20,376
|
|
|
Balance Sheet Classification
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Interest rate swaps - current
|
Prepaid expenses and other current assets
|
|
$
|
916
|
|
|
$
|
461
|
|
Interest rate swaps - non-current
|
Other long-term assets
|
|
$
|
1,263
|
|
|
$
|
1,717
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading securities
(a)
|
$
|
16,318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,318
|
|
Derivative instruments
(b)
|
—
|
|
|
2,179
|
|
|
—
|
|
|
2,179
|
|
||||
Total assets
|
$
|
16,318
|
|
|
$
|
2,179
|
|
|
$
|
—
|
|
|
$
|
18,497
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent tax-sharing obligation assumed through business combinations
(c)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,480
|
|
|
$
|
50,480
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,480
|
|
|
$
|
50,480
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
2,178
|
|
|
$
|
—
|
|
|
$
|
2,178
|
|
Balance at December 31, 2016
|
$
|
—
|
|
Additions
(a)
|
62,756
|
|
|
Changes in fair value recognized in earnings
(b)
|
(12,276
|
)
|
|
Payments
|
—
|
|
|
Balance at December 31, 2017
|
$
|
50,480
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Term Loan A due August 2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
475,000
|
|
|
$
|
475,000
|
|
Revolving credit facility due August 2021
|
—
|
|
|
—
|
|
|
25,000
|
|
|
25,000
|
|
||||
Term Loan A due August 2022
|
1,000,000
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
||||
Term Loan B due August 2024 (net of original issue debt discount)
|
1,548,149
|
|
|
1,550,000
|
|
|
—
|
|
|
—
|
|
||||
7.5% Senior Unsecured Notes due 2024 (inclusive of unamortized premium)
|
443,507
|
|
|
433,729
|
|
|
—
|
|
|
—
|
|
|
Employee Severance
Costs, Including Executive Transition Costs
|
|
Facility
Closure
Charges
|
|
Other
Charges
|
|
Total
|
||||||||
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
|
|
||||
Expenses incurred
|
11,765
|
|
|
987
|
|
|
860
|
|
|
13,612
|
|
||||
Reclassification of deferred rent
|
—
|
|
|
507
|
|
|
—
|
|
|
507
|
|
||||
Payments made
|
(8,135
|
)
|
|
(1,338
|
)
|
|
(780
|
)
|
|
(10,253
|
)
|
||||
Balance at December 31, 2016
|
4,695
|
|
|
3,817
|
|
|
80
|
|
|
8,592
|
|
||||
Restructuring liabilities assumed through business combinations
|
3,362
|
|
|
7,449
|
|
|
—
|
|
|
10,811
|
|
||||
Expenses incurred
(a)
|
16,878
|
|
|
1,749
|
|
|
5,801
|
|
|
24,428
|
|
||||
Payments made
|
(16,077
|
)
|
|
(5,604
|
)
|
|
(5,357
|
)
|
|
(27,038
|
)
|
||||
Balance at December 31, 2017
|
$
|
8,858
|
|
|
$
|
7,411
|
|
|
$
|
524
|
|
|
$
|
16,793
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||
Shares Authorized:
|
|
|
|
|
|
Class A common stock
|
300,000,000
|
|
|
300,000,000
|
|
Class B common stock
|
300,000,000
|
|
|
300,000,000
|
|
Preferred stock
|
30,000,000
|
|
|
30,000,000
|
|
Total shares authorized
|
630,000,000
|
|
|
630,000,000
|
|
Shares Issued and Outstanding:
|
|
|
|
|
|
Class A common stock
|
104,435,501
|
|
|
53,762,786
|
|
Class B common stock
|
—
|
|
|
—
|
|
Preferred stock
|
—
|
|
|
—
|
|
Total shares issued and outstanding
|
104,435,501
|
|
|
53,762,786
|
|
|
Number of
Options |
|
Weighted
Average Exercise Price |
|
Weighted Average
Remaining Contractual Life (in years) |
|
Aggregate Intrinsic Value
(in thousands) (b) |
|||||
Outstanding at December 31, 2016
|
2,170,235
|
|
|
$
|
22.15
|
|
|
|
|
|
||
Assumed through business combinations
(a)
|
1,336,406
|
|
|
28.63
|
|
|
|
|
|
|||
Granted
|
64,899
|
|
|
56.32
|
|
|
|
|
|
|||
Exercised
|
(991,894
|
)
|
|
16.50
|
|
|
|
|
|
|||
Forfeited
|
(55,484
|
)
|
|
31.77
|
|
|
|
|
|
|||
Expired
|
(6,657
|
)
|
|
35.90
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
2,517,505
|
|
|
$
|
28.45
|
|
|
7.41
|
|
$
|
38,993
|
|
Vested and expected to vest at December 31, 2017
|
2,517,505
|
|
|
$
|
28.45
|
|
|
7.41
|
|
$
|
38,993
|
|
Exercisable at December 31, 2017
|
2,149,974
|
|
|
$
|
26.01
|
|
|
7.31
|
|
$
|
38,660
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average grant date fair value of options granted
|
$
|
13.88
|
|
|
$
|
14.26
|
|
|
$
|
13.80
|
|
Total intrinsic value of options exercised
|
$
|
37,928
|
|
|
$
|
45,126
|
|
|
$
|
27,560
|
|
|
Years Ended December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Expected volatility:
|
|
|
|
|
|
Stock options
|
24.5% - 24.6%
|
|
29.4% - 30.9%
|
|
30.5% - 32.8%
|
ESPP
|
36.0% - 46.5%
|
|
31.4%
|
|
—
|
Risk-free interest rate:
|
|
|
|
|
|
Stock options
|
1.80%
|
|
1.17% - 1.88%
|
|
1.38% - 1.88%
|
ESPP
|
0.79% - 1.08%
|
|
0.47%
|
|
—
|
Expected term (in years):
|
|
|
|
|
|
Stock options
|
4.75 - 5.0
|
|
6.25
|
|
6
|
ESPP
|
0.5
|
|
0.5
|
|
—
|
Dividend yield:
|
|
|
|
|
|
Stock options
|
—%
|
|
—%
|
|
—%
|
ESPP
|
—%
|
|
—%
|
|
—%
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Non-vested at December 31, 2016
|
708,695
|
|
|
$
|
42.76
|
|
Assumed through business combinations
(a)
|
35,752
|
|
|
55.85
|
|
|
Granted
|
628,794
|
|
|
52.62
|
|
|
Vested
|
(422,353
|
)
|
|
45.19
|
|
|
Forfeited
|
(43,308
|
)
|
|
47.84
|
|
|
Non-vested at December 31, 2017
|
907,580
|
|
|
$
|
49.30
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Direct costs
|
$
|
10,537
|
|
|
$
|
6,551
|
|
|
$
|
2,282
|
|
Selling, general, and administrative expenses
|
14,041
|
|
|
7,469
|
|
|
2,792
|
|
|||
Restructuring and other costs
|
3,791
|
|
|
—
|
|
|
—
|
|
|||
Transaction and integration-related expenses
|
31,327
|
|
|
—
|
|
|
—
|
|
|||
Total share-based compensation expense
|
$
|
59,696
|
|
|
$
|
14,020
|
|
|
$
|
5,074
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(138,469
|
)
|
|
$
|
112,630
|
|
|
$
|
117,047
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
74,913
|
|
|
54,031
|
|
|
57,888
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and other awards under deferred share-based compensation programs
|
—
|
|
|
1,579
|
|
|
2,258
|
|
|||
Diluted weighted average common shares outstanding
|
74,913
|
|
|
55,610
|
|
|
60,146
|
|
|||
(Loss) earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.85
|
)
|
|
$
|
2.08
|
|
|
$
|
2.02
|
|
Diluted
|
$
|
(1.85
|
)
|
|
$
|
2.03
|
|
|
$
|
1.95
|
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Anti-dilutive stock options and other awards
|
531
|
|
|
788
|
|
|
268
|
|
Anti-dilutive stock options and other awards under deferred share-based compensation programs excluded based on reporting of net loss for the period
|
1,255
|
|
|
—
|
|
|
—
|
|
Total common stock equivalents excluded from diluted earnings per share computation
|
1,786
|
|
|
788
|
|
|
268
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
(204,352
|
)
|
|
$
|
53,613
|
|
|
$
|
61,392
|
|
Foreign
|
92,475
|
|
|
80,505
|
|
|
69,582
|
|
|||
(Loss) income before provision for income taxes
|
$
|
(111,877
|
)
|
|
$
|
134,118
|
|
|
$
|
130,974
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Federal income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
$
|
6,299
|
|
|
$
|
(30,247
|
)
|
|
$
|
(3,563
|
)
|
Deferred
|
(18,731
|
)
|
|
16,936
|
|
|
(3,600
|
)
|
|||
Foreign income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
(18,030
|
)
|
|
(10,347
|
)
|
|
(5,805
|
)
|
|||
Deferred
|
312
|
|
|
5,178
|
|
|
(4,314
|
)
|
|||
State income taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
(430
|
)
|
|
(3,154
|
)
|
|
(425
|
)
|
|||
Deferred
|
3,988
|
|
|
146
|
|
|
3,780
|
|
|||
Income tax benefit (expense)
|
$
|
(26,592
|
)
|
|
$
|
(21,488
|
)
|
|
$
|
(13,927
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Expected income tax (expense) benefit at statutory rate
|
$
|
39,157
|
|
|
$
|
(46,941
|
)
|
|
$
|
(45,844
|
)
|
Increase (decrease) in income tax benefit (expense) resulting from:
|
|
|
|
|
|
||||||
Foreign income inclusion
|
(780
|
)
|
|
(8,868
|
)
|
|
(7,056
|
)
|
|||
Foreign earnings reinvestment assertion reversal
(a)
|
112,087
|
|
|
—
|
|
|
—
|
|
|||
Foreign earnings reinvestment assertion accrual
(a)
|
(53,421
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in income tax valuation allowance
(a)
|
(52,563
|
)
|
|
3,419
|
|
|
31,929
|
|
|||
Change in fair value of contingent tax-sharing obligation
|
4,344
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
8,901
|
|
|
12,940
|
|
|
—
|
|
|||
Research and general business tax credits
|
5,718
|
|
|
4,063
|
|
|
1,879
|
|
|||
State and local taxes, net of federal benefit
|
1,330
|
|
|
(745
|
)
|
|
(4,184
|
)
|
|||
Capitalized transaction costs
|
(6,486
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign rate differential
|
16,778
|
|
|
12,200
|
|
|
11,490
|
|
|||
Changes in reserve for uncertain tax positions
|
947
|
|
|
3,136
|
|
|
4,375
|
|
|||
Provision to tax return and other deferred tax adjustments
|
(536
|
)
|
|
(1,524
|
)
|
|
(5,322
|
)
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
|||
Federal rate change
(a)
|
(37,468
|
)
|
|
—
|
|
|
—
|
|
|||
Transition tax
(a)
|
(63,050
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(1,550
|
)
|
|
832
|
|
|
(171
|
)
|
|||
Income tax benefit (expense)
|
$
|
(26,592
|
)
|
|
$
|
(21,488
|
)
|
|
$
|
(13,927
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at the beginning of the period
|
$
|
5,238
|
|
|
$
|
16,731
|
|
|
$
|
48,660
|
|
Deferred tax assets assumed through business combinations
|
101,527
|
|
|
—
|
|
|
—
|
|
|||
Charged (credited) to income tax expense
(a)
|
52,563
|
|
|
(3,419
|
)
|
|
(31,929
|
)
|
|||
Foreign tax credit conversion
|
—
|
|
|
(6,707
|
)
|
|
—
|
|
|||
Foreign currency exchange
|
—
|
|
|
(890
|
)
|
|
—
|
|
|||
Other adjustments
(b)
|
318
|
|
|
(477
|
)
|
|
—
|
|
|||
Balance at the end of the period
|
$
|
159,646
|
|
|
$
|
5,238
|
|
|
$
|
16,731
|
|
(a)
|
For the year ended
December 31, 2017
, charge to income tax expense was calculated at
21%
federal income tax rate as enacted by the
Tax Act
.
|
(b)
|
Other adjustments denote the effects of write-offs and recoveries in various jurisdictions with no net tax impact.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating losses
|
$
|
308,606
|
|
|
$
|
12,607
|
|
Tax credits
|
55,920
|
|
|
4,690
|
|
||
Deferred revenue
|
15,719
|
|
|
4,630
|
|
||
Foreign exchange
|
978
|
|
|
10,430
|
|
||
Employee compensation and other benefits
|
31,956
|
|
|
18,382
|
|
||
Allowance for doubtful accounts
|
1,975
|
|
|
1,660
|
|
||
Deferred rent
|
2,258
|
|
|
729
|
|
||
Accrued liabilities
|
9,306
|
|
|
5,280
|
|
||
Other
|
2,698
|
|
|
68
|
|
||
Total deferred tax assets
|
429,416
|
|
|
58,476
|
|
||
Less: valuation allowance
|
(159,646
|
)
|
|
(5,238
|
)
|
||
Net deferred tax assets
|
269,770
|
|
|
53,238
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Undistributed foreign earnings
|
(7,346
|
)
|
|
—
|
|
||
Foreign branch operations
|
(1,652
|
)
|
|
(2,564
|
)
|
||
Depreciation and amortization
|
(276,502
|
)
|
|
(42,272
|
)
|
||
Other
|
(1,918
|
)
|
|
(1,971
|
)
|
||
Total deferred tax liabilities
|
(287,418
|
)
|
|
(46,807
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
(17,648
|
)
|
|
$
|
6,431
|
|
Unrecognized tax benefits balance at December 31, 2014
|
$
|
21,566
|
|
Lapse of statute of limitations
|
(2,106
|
)
|
|
Increases for tax positions of prior years
|
2,001
|
|
|
Decreases for tax positions of prior years
|
(1,594
|
)
|
|
Impact of foreign currency translation
|
(837
|
)
|
|
Unrecognized tax benefits balance at December 31, 2015
|
19,030
|
|
|
Lapse of statute of limitations
|
(1,446
|
)
|
|
Increases for tax positions of prior years
|
308
|
|
|
Decreases for tax positions of prior years
|
(2,275
|
)
|
|
Impact of foreign currency translation
|
121
|
|
|
Unrecognized tax benefits balance at December 31, 2016
|
15,738
|
|
|
Increases for tax positions in the current year
|
191
|
|
|
Increases for tax positions of prior years
|
27,974
|
|
|
Decreases for tax positions in prior year
|
(226
|
)
|
|
Impact of foreign currency translation
|
1
|
|
|
Unrecognized tax benefits at December 31, 2017
|
$
|
43,678
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Total defined contribution retirement plan contributions
|
$
|
15,429
|
|
|
$
|
9,604
|
|
|
$
|
5,546
|
|
|
Years Ended December 31,
|
||||||||||
|
2017 (a)
|
|
2016
|
|
2015
|
||||||
Net service revenue:
|
|
|
|
|
|
||||||
Clinical Solutions
|
$
|
1,459,968
|
|
|
$
|
1,021,017
|
|
|
$
|
906,528
|
|
Commercial Solutions
|
392,875
|
|
|
9,320
|
|
|
8,212
|
|
|||
Total segment net service revenue
|
1,852,843
|
|
|
1,030,337
|
|
|
914,740
|
|
|||
Reimbursable out-of-pocket expenses not allocated to segments
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|||
Total consolidated net service revenue
|
$
|
2,672,064
|
|
|
$
|
1,610,596
|
|
|
$
|
1,399,239
|
|
Segment direct costs:
|
|
|
|
|
|
||||||
Clinical Solutions
|
$
|
930,176
|
|
|
$
|
612,201
|
|
|
$
|
533,277
|
|
Commercial Solutions
|
291,310
|
|
|
7,881
|
|
|
6,845
|
|
|||
Total segment direct costs
|
1,221,486
|
|
|
620,082
|
|
|
540,122
|
|
|||
Segment selling, general, and administrative expenses:
|
|
|
|
|
|
||||||
Clinical Solutions
|
203,206
|
|
|
148,102
|
|
|
136,934
|
|
|||
Commercial Solutions
|
40,236
|
|
|
—
|
|
|
—
|
|
|||
Total segment selling, general, and administrative expenses
|
243,442
|
|
|
148,102
|
|
|
136,934
|
|
|||
Segment operating income:
|
|
|
|
|
|
||||||
Clinical Solutions
|
$
|
326,586
|
|
|
$
|
260,714
|
|
|
$
|
236,317
|
|
Commercial Solutions
|
61,329
|
|
|
1,439
|
|
|
1,367
|
|
|||
Total segment operating income
|
387,915
|
|
|
262,153
|
|
|
237,684
|
|
|||
Operating expenses not allocated to segments:
|
|
|
|
|
|
||||||
Reimbursable out-of-pocket expenses not allocated to segments
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|||
Share-based compensation not allocated to direct costs
|
10,537
|
|
|
6,551
|
|
|
2,282
|
|
|||
Share-based compensation not allocated to selling, general, and administrative expenses
|
14,041
|
|
|
7,469
|
|
|
2,792
|
|
|||
Corporate selling, general, and administrative expenses not allocated to segments
|
25,137
|
|
|
16,815
|
|
|
16,883
|
|
|||
Restructuring and other costs
|
33,315
|
|
|
13,612
|
|
|
1,785
|
|
|||
Transaction and integration-related expenses
|
123,815
|
|
|
3,143
|
|
|
1,637
|
|
|||
Asset impairment charges
|
30,000
|
|
|
—
|
|
|
3,931
|
|
|||
Depreciation and amortization
|
179,936
|
|
|
59,204
|
|
|
56,014
|
|
|||
Total consolidated (loss) income from operations
|
$
|
(28,866
|
)
|
|
$
|
155,359
|
|
|
$
|
152,360
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net service revenues:
|
|
|
|
|
|
|
|
|
|||
North America
(a)
|
$
|
1,174,462
|
|
|
$
|
602,133
|
|
|
$
|
536,526
|
|
Europe, Middle East and Africa
|
458,264
|
|
|
319,189
|
|
|
288,221
|
|
|||
Asia-Pacific
|
174,345
|
|
|
74,268
|
|
|
57,871
|
|
|||
Latin America
|
45,772
|
|
|
34,747
|
|
|
32,122
|
|
|||
Total net service revenue
|
1,852,843
|
|
|
1,030,337
|
|
|
914,740
|
|
|||
Reimbursable-out-of-pocket expenses
|
819,221
|
|
|
580,259
|
|
|
484,499
|
|
|||
Total revenue
|
$
|
2,672,064
|
|
|
$
|
1,610,596
|
|
|
$
|
1,399,239
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Property and equipment, net:
|
|
|
|
|
|
||
North America
(a)
|
$
|
136,101
|
|
|
$
|
41,057
|
|
Europe, Middle East and Africa
|
25,517
|
|
|
11,235
|
|
||
Asia-Pacific
|
14,700
|
|
|
5,101
|
|
||
Latin America
|
4,094
|
|
|
913
|
|
||
Total property and equipment, net
|
$
|
180,412
|
|
|
$
|
58,306
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
||||||||
Net service revenue
(a)
|
$
|
252,078
|
|
|
$
|
258,087
|
|
|
$
|
592,207
|
|
|
$
|
750,471
|
|
Income (loss) from operations
(a)(b)(c)(d)
|
34,752
|
|
|
10,250
|
|
|
(88,888
|
)
|
|
15,020
|
|
||||
Net income (loss)
(a)(e)(f)(g)
|
21,187
|
|
|
3,389
|
|
|
(147,998
|
)
|
|
(15,047
|
)
|
||||
Basic earnings (loss) per share
(a)
|
$
|
0.39
|
|
|
$
|
0.06
|
|
|
$
|
(1.70
|
)
|
|
$
|
(0.14
|
)
|
Diluted earnings (loss) per share
(a)
|
$
|
0.38
|
|
|
$
|
0.06
|
|
|
$
|
(1.70
|
)
|
|
$
|
(0.14
|
)
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2016 |
|
June 30,
2016 |
|
September 30,
2016 |
|
December 31,
2016 |
||||||||
Net service revenue
|
$
|
248,997
|
|
|
$
|
258,804
|
|
|
$
|
259,557
|
|
|
$
|
262,979
|
|
Income from operations
(b)(c)
|
32,508
|
|
|
39,655
|
|
|
39,396
|
|
|
43,800
|
|
||||
Net income
(e)(f)(g)
|
17,405
|
|
|
30,403
|
|
|
27,331
|
|
|
37,491
|
|
||||
Basic earnings per share
|
$
|
0.32
|
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
|
$
|
0.70
|
|
Diluted earnings per share
|
$
|
0.31
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|
$
|
0.68
|
|
(a)
|
Following the Company’s Merger with inVentiv, beginning August 1, 2017, the Company’s consolidated results of operations include results of operations of inVentiv.
|
(b)
|
Transaction and integration-related expenses for the three months ended June 30, 2017, September 30, 2017, and December 31, 2017 were
$23.7 million
,
$84.3 million
and
$15.7 million
, respectively. There were no material transaction and integration-related expenses for the three months ended March 31, 2017. Transaction expenses for the three months ended March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 were
$0.6 million
,
$1.2 million
,
$1.1 million
and
$0.3 million
, respectively. Transaction expenses include legal fees associated with (i) corporate transactions and integration-related activities which primarily related to the Merger in 2017 (ii) the 2017 and 2016 debt agreement amendments, (iii) fair value adjustments associated with the Company's assumed contingent tax-sharing obligations; (iv) secondary stock offerings and stock repurchase activities during 2016, and (v) other corporate projects.
|
(c)
|
Restructuring and other costs for the three months ended March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017 were
$1.9 million
,
$4.0 million
,
$6.7 million
and
$20.7 million
, respectively. Restructuring and other costs for the three months ended March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 were
$6.0 million
,
$1.4 million
,
$2.9 million
and
$3.3 million
, respectively.
|
(d)
|
Asset impairment charges were
$30.0 million
for the three months ended September 30, 2017. Asset impairment charges related to the impairment of the INC Research tradename in connection with the Company's merger-related rebranding.
|
(e)
|
During the three months ended September 30, 2017 and December 31, 2017, the Company recorded a loss on extinguishment of debt of
$0.1 million
and
$0.5 million
, respectively, associated with the 2017 Credit Agreement
|
(f)
|
During the three months ended December 31, 2017, the Company's income tax expense included a charge of
$94.4 million
as a result of the Tax Act. During the three months ended December 2016, the Company determined that certain valuation allowances were no longer required and recorded an income tax benefit related to the release of valuation allowances totaling
$3.4 million
. See "Note
12
- Income Taxes" for additional information.
|
(g)
|
During the three months ended December 31, 2017 and 2016, the Company determined that it qualified for additional research and development tax credits in certain international locations for expenses incurred during 2017 and 2016 and as a result recorded a
$3.6 million
and
$2.5 million
reduction of direct costs, respectively.
|
•
|
Enhanced the risk assessment process to take into account risks associated with the new revenue standard.
|
•
|
Added controls that address risks associated with the five-step model for recording revenue, including the revision of our contract review controls.
|
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
|
||||
2016 Employee Stock Purchase Plan
|
|
—
|
|
|
$
|
—
|
|
|
874,026
|
|
2014 Equity Incentive Plan
|
|
586,217
|
|
|
$
|
12.29
|
|
|
2,455,372
|
|
2010 Equity Incentive Plan
|
|
601,880
|
|
|
$
|
41.57
|
|
|
—
|
|
2016 Omnibus Equity Incentive Plan
|
|
1,329,408
|
|
|
$
|
29.98
|
|
|
—
|
|
Total
|
|
2,517,505
|
|
|
|
|
3,329,398
|
|
|
|
|
Incorporated by Reference (Unless Otherwise Indicated)
|
|||
Exhibit
Number |
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
2.1
|
|
8-K
|
001-36730
|
2.1
|
May 10, 2017
|
|
3.1
|
|
8-K
|
001-36730
|
3.1
|
August 1, 2017
|
|
3.2
|
|
8-K
|
001-36730
|
3.1
|
January 8, 2018
|
|
3.3
|
|
8-K
|
001-36730
|
3.2
|
January 8, 2018
|
|
4.1
|
|
S-1/A
|
333-199178
|
4.1
|
October 27, 2014
|
|
4.2
|
|
8-K
|
001-36730
|
4.2
|
November 13, 2014
|
|
4.3
|
|
8-K
|
001-36730
|
10.1
|
August 9, 2017
|
|
4.4
|
|
8-K
|
001-36730
|
10.2
|
August 9, 2017
|
|
10.3.1#
|
|
S-1
|
333-199178
|
10.3.1
|
October 6, 2014
|
|
10.3.2#
|
|
S-1
|
333-199178
|
10.3.2
|
October 6, 2014
|
|
10.3.3#
|
|
S-1
|
333-199178
|
10.3.3
|
October 6, 2014
|
|
10.4#
|
|
S-1
|
333-199178
|
10.4
|
October 6, 2014
|
|
10.6#
|
|
S-1/A
|
333-199178
|
10.6
|
October 17, 2014
|
|
10.7#
|
|
S-1
|
333-199178
|
10.7
|
October 6, 2014
|
|
10.8#
|
|
S-1
|
333-199178
|
10.8
|
October 6, 2014
|
|
10.9.1
|
|
S-1
|
333-199178
|
10.9.1
|
October 6, 2014
|
|
10.9.2
|
|
S-1
|
333-199178
|
10.9.2
|
October 6, 2014
|
|
10.9.3
|
|
S-1
|
333-199178
|
10.9.3
|
October 6, 2014
|
|
10.9.4
|
|
S-1
|
333-199178
|
10.9.4
|
October 6, 2014
|
|
10.10#
|
|
S-1
|
333-199178
|
10.10
|
October 6, 2014
|
10.11.1#
|
|
S-1
|
333-199178
|
10.11
|
October 6, 2014
|
|
10.11.2#
|
|
8-K
|
001-36730
|
10.1
|
January 3, 2018
|
|
10.12.1#
|
|
S-1
|
333-199178
|
10.12
|
October 6, 2014
|
|
10.12.2#
|
|
10-Q
|
001-36730
|
10.1
|
April 27, 2015
|
|
10.13#
|
|
S-1
|
333-199178
|
10.13
|
October 6, 2014
|
|
10.14#
|
|
S-1/A
|
333-199178
|
10.14
|
October 17, 2014
|
|
10.15#
|
|
S-1/A
|
333-199178
|
10.15
|
October 17, 2014
|
|
10.16#
|
|
S-1/A
|
333-199178
|
10.16
|
October 27, 2014
|
|
10.17#
|
|
S-1/A
|
333-199178
|
10.17
|
October 17, 2014
|
|
10.18#
|
|
10-Q
|
001-36730
|
10.1
|
October 29, 2015
|
|
10.19#
|
|
10-Q
|
001-36730
|
10.2
|
October 29, 2015
|
|
10.20#
|
|
10-Q
|
001-36730
|
10.3
|
October 29, 2015
|
|
10.21#
|
|
10-Q
|
001-36730
|
10.4
|
October 29, 2015
|
|
10.22#
|
|
10-Q
|
001-36730
|
10.5
|
October 29, 2015
|
|
10.23#
|
|
10-Q
|
001-36730
|
10.6
|
October 29, 2015
|
|
10.24#
|
|
10-K
|
001-36730
|
10.29
|
February 25, 2016
|
|
10.25#
|
|
10-Q
|
001-36730
|
10.1
|
May 2, 2016
|
|
10.26#
|
|
10-Q
|
001-36730
|
10.2
|
May 2, 2016
|
|
10.27#
|
|
S-8
|
333-212154
|
4.3
|
June 21, 2016
|
|
10.28#
|
|
S-8
|
333-212154
|
4.4
|
June 21, 2016
|
|
10.29#
|
|
8-K
|
001-36730
|
10.1
|
July 28, 2016
|
|
10.30#
|
|
8-K
|
001-36730
|
10.2
|
July 28, 2016
|
10.31#
|
|
8-K
|
001-36730
|
10.3
|
July 28, 2016
|
|
10.32#
|
|
8-K
|
001-36730
|
10.4
|
July 28, 2016
|
|
10.33
|
|
8-K
|
001-36730
|
10.1
|
August 18, 2016
|
|
10.34
|
|
8-K
|
001-36730
|
10.1
|
August 31, 2016
|
|
10.35#
|
|
8-K
|
001-36730
|
10.1
|
September 15, 2016
|
|
10.36#
|
|
8-K
|
001-36730
|
10.2
|
September 15, 2016
|
|
10.37#
|
|
10-Q
|
001-36730
|
10.8
|
October 31, 2016
|
|
10.38#
|
|
8-K
|
001-36730
|
10.1
|
April 6, 2017
|
|
10.39#
|
|
10-Q
|
001-36730
|
10.1
|
May 10, 2017
|
|
10.40#
|
|
10-Q
|
001-36730
|
10.2
|
May 10, 2017
|
|
10.41#
|
|
10-Q
|
001-36730
|
10.3
|
May 10, 2017
|
|
10.42
|
|
8-K
|
001-36730
|
10.1
|
May 10, 2017
|
|
10.43
|
|
8-K
|
001-36730
|
10.2
|
May 10, 2017
|
|
10.44
|
|
8-K
|
001-36730
|
10.3
|
May 10, 2017
|
|
10.45
|
|
8-K
|
001-36730
|
10.4
|
May 10, 2017
|
|
10.46#
|
|
S-4/A
|
333-197719
|
10.18
|
February 10, 2015
|
|
10.47#
|
|
8-K
|
001-36730
|
10.5
|
May 10, 2017
|
|
10.48#
|
|
8-K
|
001-36730
|
10.1
|
December 7, 2017
|
|
10.49
|
|
8-K
|
001-36730
|
10.1
|
August 1, 2017
|
10.50#
|
|
8-K
|
001-36730
|
10.1
|
November 17, 2017
|
|
10.51#
|
|
|
S-8
|
333-219607
|
4.3
|
August 1, 2017
|
21.1
|
|
—
|
—
|
—
|
Filed herewith
|
|
23.1
|
|
—
|
—
|
—
|
Filed herewith
|
|
23.2
|
|
—
|
—
|
—
|
Filed herewith
|
|
31.1
|
|
—
|
—
|
—
|
Filed herewith
|
|
31.2
|
|
—
|
—
|
—
|
Filed herewith
|
|
32.1
|
|
—
|
—
|
—
|
Furnished herewith
|
|
32.2
|
|
—
|
—
|
—
|
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
|
|
|
|
|
|
|
|
|
|
Syneos Health, Inc.
|
||||
|
|
By:
|
|
/s/ Alistair Macdonald
|
||
|
|
|
|
Name:
|
|
Alistair Macdonald
|
|
|
|
|
Title:
|
|
Chief Executive Officer (Principal
Executive Officer) and Director |
|
|
|
|
Date:
|
|
February 28, 2018
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
|
|
/s/ Alistair Macdonald
|
|
Chief Executive Officer (Principal
Executive Officer) and Director
|
|
February 28, 2018
|
||
Alistair Macdonald
|
|
|
||||
|
|
|
|
|
||
/s/ Jason Meggs
|
|
Executive Vice President and Interim Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 28, 2018
|
||
Jason Meggs
|
|
|
||||
|
|
|
|
|
||
/s/ Michael Bell
|
|
Chairman and Director
|
|
February 28, 2018
|
||
Michael Bell
|
|
|
||||
|
|
|
|
|
||
/s/ Todd Abbrecht
|
|
Director
|
|
February 28, 2018
|
||
Todd Abbrecht
|
|
|
||||
|
|
|
|
|
||
/s/ Thomas Allen
|
|
Director
|
|
February 28, 2018
|
||
Thomas Allen
|
|
|
||||
|
|
|
|
|
||
/s/ Linda Harty
|
|
Director
|
|
February 28, 2018
|
||
Linda Harty
|
|
|
||||
|
|
|
|
|
||
/s/ William E. Klitgaard
|
|
Director
|
|
February 28, 2018
|
||
William E. Klitgaard
|
|
|
||||
|
|
|
|
|
||
/s/ John Maldonado
|
|
Director
|
|
February 28, 2018
|
||
John Maldonado
|
|
|
||||
|
|
|
|
|
||
/s/ Kenneth F. Meyers
|
|
Director
|
|
February 28, 2018
|
||
Kenneth F. Meyers
|
|
|
||||
|
|
|
|
|
|
|
/s/ Matthew E. Monaghan
|
|
Director
|
|
February 28, 2018
|
||
Matthew E. Monaghan
|
|
|
||||
|
|
|
|
|
|
|
/s/ Joshua M. Nelson
|
|
Director
|
|
February 28, 2018
|
||
Joshua M. Nelson
|
|
|
|
|
|
Incorporated by Reference (Unless Otherwise Indicated)
|
|||
Exhibit
Number |
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
2.1
|
|
Agreement and Plan of Merger, dated as of May 10, 2017, by and between Double Eagle Parent, Inc. and INC Research Holdings, Inc.
|
8-K
|
001-36730
|
2.1
|
May 10, 2017
|
3.1
|
|
Certificate of Incorporation of INC Research Holdings, Inc.
|
8-K
|
001-36730
|
3.1
|
August 1, 2017
|
3.2
|
|
Certificate of Amendment of Certificate of Incorporation of Syneos Health, Inc.
|
8-K
|
001-36730
|
3.1
|
January 8, 2018
|
3.3
|
|
Amended and Restated Bylaws of Syneos Health, Inc.
|
8-K
|
001-36730
|
3.2
|
January 8, 2018
|
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, dated as of November 6, 2014,
among INC Research Holdings, Inc. and certain stockholders named therein. |
8-K
|
001-36730
|
4.2
|
November 13, 2014
|
4.3
|
|
Second Supplemental Indenture, dated as of August 7, 2017, among INC Research Holdings, Inc., inVentiv Health, Inc., inVentiv Health Clinical, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee.
|
8-K
|
001-36730
|
10.1
|
August 9, 2017
|
4.4
|
|
Indenture, dated as of October 14, 2016, among Double Eagle Acquisition Sub, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee.
|
8-K
|
001-36730
|
10.2
|
August 9, 2017
|
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
|
10.6#
|
|
Form of Stock Option Award Agreement for U.S. Participants 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
|
10.7
|
October 6, 2014
|
10.8#
|
|
Form of Management Incentive Plan.
|
S-1
|
333-199178
|
10.8
|
October 6, 2014
|
10.9.1
|
|
Lease, dated May 6, 2010, by and between Highwoods Realty Limited Partnership and INC Research, Inc.
|
S-1
|
333-199178
|
10.9.1
|
October 6, 2014
|
10.9.2
|
|
Lease Amendment Number One, dated August 26, 2010, by and between Highwoods Realty Limited Partnership and INC Research, Inc.
|
S-1
|
333-199178
|
10.9.2
|
October 6, 2014
|
10.9.3
|
|
Lease Amendment Number Two, dated August 23, 2011, by and between Highwoods Realty Limited Partnership and INC Research, LLC.
|
S-1
|
333-199178
|
10.9.3
|
October 6, 2014
|
10.9.4
|
|
Lease Amendment Number Three, dated January 4, 2013, by and between Highwoods Realty Limited Partnership and INC Research, LLC.
|
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 Duncan Jamie Macdonald.
|
S-1
|
333-199178
|
10.10
|
October 6, 2014
|
10.11.1#
|
|
Executive Employment Agreement, effective as of August 5, 2013, by and between INC Research, LLC and Greg S. Rush.
|
S-1
|
333-199178
|
10.11
|
October 6, 2014
|
10.11.2#
|
|
Letter Agreement, dated January 3, 2018, between Syneos Health, Inc. and Gregory S. Rush
|
8-K
|
001-36730
|
10.1
|
January 3, 2018
|
10.12.1#
|
|
Executive Service Agreement, dated July 31, 2014, by and between INC Research Holdings 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 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 Option Adjustment Letter.
|
S-1/A
|
333-199178
|
10.16
|
October 27, 2014
|
10.17#
|
|
Form of 2010 Equity Incentive Plan Stock Option Amendment Letter.
|
S-1/A
|
333-199178
|
10.17
|
October 17, 2014
|
10.18#
|
|
Form of Stock Option Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.1
|
October 29, 2015
|
10.19#
|
|
Form of Stock Option Award Agreement for Non-U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.2
|
October 29, 2015
|
10.20#
|
|
Form of Stock 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
|
10.21#
|
|
Form of Restricted Stock Unit Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.4
|
October 29, 2015
|
10.22#
|
|
Form of Restricted Stock Unit Award Agreement for Non-U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.5
|
October 29, 2015
|
10.23#
|
|
Form of Restricted Stock Unit Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.6
|
October 29, 2015
|
10.24#
|
|
Executive Employment Agreement, effective as of July 31, 2014, by and between INC Research, LLC and Michael Gibertini.
|
10-K
|
001-36730
|
10.29
|
February 25, 2016
|
10.25#
|
|
Form of Performance Restricted Stock Unit Award Agreement for U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.1
|
May 2, 2016
|
10.26#
|
|
Form of Performance Restricted Stock Unit Award Agreement for Non-U.S. Participants under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.2
|
May 2, 2016
|
10.27#
|
|
INC Research Holdings, Inc. 2016 Employee Stock Purchase Plan.
|
S-8
|
333-212154
|
4.3
|
June 21, 2016
|
10.28#
|
|
INC Research Holdings, Inc. 2014 Equity Incentive Plan, as Amended and Restated.
|
S-8
|
333-212154
|
4.4
|
June 21, 2016
|
10.29#
|
|
Transition Agreement, by and among Duncan Jamie Macdonald, INC Research, LLC and INC Research Holdings, Inc. entered into as of July 27, 2016.
|
8-K
|
001-36730
|
10.1
|
July 28, 2016
|
10.30#
|
|
Executive Service Agreement, by and between INC Research Holding Limited and Alistair Macdonald, dated July 27, 2016.
|
8-K
|
001-36730
|
10.2
|
July 28, 2016
|
10.31#
|
|
Letter Agreement, by and between INC Research Holdings Limited and Alistair Macdonald, dated July 27, 2016.
|
8-K
|
001-36730
|
10.3
|
July 28, 2016
|
10.32#
|
|
Letter Agreement, by and between INC Research Holdings, Inc. and Alistair Macdonald, dated July 27, 2016.
|
8-K
|
001-36730
|
10.4
|
July 28, 2016
|
10.33
|
|
Stock Repurchase Agreement, dated August 12, 2016, by and between INC Research Holdings, Inc. and certain stockholders named therein.
|
8-K
|
001-36730
|
10.1
|
August 18, 2016
|
10.34
|
|
First Amendment to Credit Agreement and Increase Revolving Joinder, dated August 31, 2016, among INC Research, LLC, as the Borrower, INC Research Holdings, Inc., Subsidiary Guarantors, lenders party to the Credit Agreement, dated May 14, 2015, and Wells Fargo Bank, National Association, as Administrative Agent.
|
8-K
|
001-36730
|
10.1
|
August 31, 2016
|
10.35#
|
|
Form of Retention Agreement for Participants.
|
8-K
|
001-36730
|
10.1
|
September 15, 2016
|
10.36#
|
|
INC Research Holdings, Inc. Executive Severance Plan adopted September 15, 2016.
|
8-K
|
001-36730
|
10.2
|
September 15, 2016
|
10.37#
|
|
Form of Restricted Stock Unit Award Agreement under INC Research Holdings, Inc. 2014 Equity Incentive Plan.
|
10-Q
|
001-36730
|
10.8
|
October 31, 2016
|
10.38#
|
|
Amendment One to the Executive Service Agreement, made as of April 1, 2017, between INC Research Holdings Limited and Alistair Macdonald.
|
8-K
|
001-36730
|
10.1
|
April 6, 2017
|
10.39#
|
|
Form of Global Restricted Stock Unit Award Agreement under INC Research Holdings, Inc. 2014 Equity Incentive Plan, as Amended and Restated.
|
10-Q
|
001-36730
|
10.1
|
May 10, 2017
|
10.40#
|
|
Form of Global Performance Restricted Stock Unit Award Agreement under INC Research Holdings, Inc. 2014 Equity Incentive Plan, as Amended and Restated.
|
10-Q
|
001-36730
|
10.2
|
May 10, 2017
|
10.41#
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under INC Research Holdings, Inc. 2014 Equity Incentive Plan, as Amended and Restated.
|
10-Q
|
001-36730
|
10.3
|
May 10, 2017
|
10.42
|
|
Voting Agreement, dated as of May 10, 2017, by and among Double Eagle Parent, Inc., INC Research Holdings, Inc. and Stockholders listed therein.
|
8-K
|
001-36730
|
10.1
|
May 10, 2017
|
10.43
|
|
Voting Agreement, dated as of May 10, 2017, by and among Double Eagle Parent, Inc., INC Research Holdings, Inc. and Stockholders listed therein.
|
8-K
|
001-36730
|
10.2
|
May 10, 2017
|
10.44
|
|
Stockholders’ Agreement, dated as of May 10, 2017, by and among INC Research Holdings, Inc. and the stockholders party thereto.
|
8-K
|
001-36730
|
10.3
|
May 10, 2017
|
10.45
|
|
Stockholders’ Agreement, dated as of May 10, 2017, by and among INC Research Holdings, Inc. and the stockholders party thereto.
|
8-K
|
001-36730
|
10.4
|
May 10, 2017
|
10.46#
|
|
Employment, Severance and Non-Competition Agreement, effective as of September 24, 2014, between Michael Bell and inVentiv Health, Inc.
|
S-4/A
|
333-197719
|
10.18
|
February 10, 2015
|
10.47#
|
|
Letter Agreement, dated May 10, 2017, by and among INC Research Holdings, Inc., inVentiv Health, Inc. and Michael A. Bell.
|
8-K
|
001-36730
|
10.5
|
May 10, 2017
|
10.48#
|
|
Letter Agreement, dated December 5, 2017, by and among INC Research Holdings, Inc. and Michael A. Bell.
|
8-K
|
001-36730
|
10.1
|
December 7, 2017
|
10.49
|
|
Credit Agreement, dated as of August 1, 2017, among INC Research Holdings, Inc., the Administrative Borrower, other Borrowers party thereto, the financial institution party thereto as lenders party thereto, Credit Suisse AG, as Administrative Agent, and each of the other parties as Joint Lead Arrangers and Joint Bookrunners party thereto.
|
8-K
|
001-36730
|
10.1
|
August 1, 2017
|
10.50#
|
|
Letter Agreement, dated November 13, 2017, by and among INC Research Holdings, Inc. and Michael Gibertini, Ph.D.
|
8-K
|
001-36730
|
10.1
|
November 17, 2017
|
10.51#
|
|
Double Eagle Parent, Inc. 2016 Omnibus Equity Incentive Plan.
|
S-8
|
333-219607
|
4.3
|
August 1, 2017
|
21.1
|
|
List of Significant Subsidiaries of the Registrant.
|
—
|
—
|
—
|
Filed herewith
|
23.1
|
|
Consent of Ernst & Young LLP.
|
—
|
—
|
—
|
Filed herewith
|
23.2
|
|
Consent of Deloitte & Touche LLP.
|
—
|
—
|
—
|
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 Interim 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 Interim 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
|
Entity Name
|
|
Jurisdiction
|
INC Research, LLC
|
|
Delaware
|
INC Research Investment, LLC
|
|
Delaware
|
inVentiv Health Inc
|
|
Delaware
|
inChord Holding Corporation (US)
|
|
Delaware
|
inVentiv Health Clinical Inc
|
|
Delaware
|
inVentiv Health Clinical, LLC
|
|
Delaware
|
inVentiv Commercial Services, LLC
|
|
New Jersey
|
inVentiv Health Communications, Inc (US)
|
|
Ohio
|
IVH Holdings (Barbados) SRL – US Branch
|
|
Texas
|
inVentiv Health Holdings Barbados ISRL
|
|
Barbados
|
INC Research Holdings Limited
|
|
United Kingdom
|
INC Research I LP
|
|
United Kingdom
|
INC Research II LP
|
|
United Kingdom
|
INC Research International Holdings Limited
|
|
United Kingdom
|
INC Research UK Limited
|
|
United Kingdom
|
INC Research International Limited
|
|
United Kingdom
|
inVentiv Health Holdings UK Limited
|
|
United Kingdom
|
inVentiv Clinical UK Entities
|
|
United Kingdom
|
INC Research Europe
|
|
United Kingdom
|
(1)
|
Registration Statement (Form S-8 No. 333-199960) pertaining to the 2014 Equity Incentive Plan and the 2010 Equity Incentive Plan of Syneos Health, Inc.;
|
(2)
|
Registration Statement (Form S-8 No. 333-212154), pertaining to the 2016 Employee Stock Purchase Plan and the 2014 Equity Incentive Plan of Syneos Health, Inc.;
|
(3)
|
Registration Statement (Form S-8 No. 333-219607), pertaining to the Double Eagle Parent, Inc. 2016 Omnibus Equity Incentive Plan of Syneos Health, Inc.; and
|
(4)
|
Registration Statement (Form S-3ASR No. 333-208286) of Syneos Health, Inc.;
|
|
/s/ Alistair Macdonald
|
Alistair Macdonald
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Jason Meggs
|
Jason Meggs
|
Executive Vice President and Interim Chief Financial Officer
|
(Principal Financial Officer)
|
|
/s/ Alistair Macdonald
|
Alistair Macdonald
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Jason Meggs
|
Jason Meggs
|
Executive Vice President and Interim Chief Financial Officer
|
(Principal Financial Officer)
|