ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-3403111
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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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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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 5.
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Item 6.
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2018
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2017
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2018
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2017
|
||||||||
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(In thousands, except per share data)
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||||||||||||||
Service revenue
|
$
|
1,072,530
|
|
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$
|
258,087
|
|
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$
|
2,129,726
|
|
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$
|
510,165
|
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Reimbursable out-of-pocket expenses
|
—
|
|
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133,048
|
|
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—
|
|
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262,888
|
|
||||
Total revenue
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1,072,530
|
|
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391,135
|
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2,129,726
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773,053
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||||
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||||||||
Costs and operating expenses:
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||||||||
Direct costs (exclusive of depreciation and amortization)
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547,993
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162,010
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1,080,050
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316,845
|
|
||||
Reimbursable out-of-pocket expenses
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299,472
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|
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133,048
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|
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608,238
|
|
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262,888
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|
||||
Selling, general, and administrative
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100,218
|
|
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42,531
|
|
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199,477
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|
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87,465
|
|
||||
Restructuring and other costs
|
8,591
|
|
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4,029
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|
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22,298
|
|
|
5,956
|
|
||||
Transaction and integration-related expenses
|
18,032
|
|
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23,739
|
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43,243
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|
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23,741
|
|
||||
Depreciation
|
17,557
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|
|
6,066
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|
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35,585
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|
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12,230
|
|
||||
Amortization
|
49,945
|
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9,462
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|
99,938
|
|
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18,926
|
|
||||
Total operating expenses
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1,041,808
|
|
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380,885
|
|
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2,088,829
|
|
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728,051
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|
||||
Income from operations
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30,722
|
|
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10,250
|
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40,897
|
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45,002
|
|
||||
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||||||||
Other (expense) income, net:
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|
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||||||||
Interest income
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1,655
|
|
|
152
|
|
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2,494
|
|
|
264
|
|
||||
Interest expense
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(32,894
|
)
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(3,286
|
)
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(64,630
|
)
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(6,386
|
)
|
||||
Loss on extinguishment of debt
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(1,877
|
)
|
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—
|
|
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(2,125
|
)
|
|
—
|
|
||||
Other income (expense), net
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32,001
|
|
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(6,754
|
)
|
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19,447
|
|
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(10,211
|
)
|
||||
Total other expense, net
|
(1,115
|
)
|
|
(9,888
|
)
|
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(44,814
|
)
|
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(16,333
|
)
|
||||
Income (loss) before provision for income taxes
|
29,607
|
|
|
362
|
|
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(3,917
|
)
|
|
28,669
|
|
||||
Income tax (expense) benefit
|
(16,047
|
)
|
|
3,027
|
|
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(7,075
|
)
|
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(4,093
|
)
|
||||
Net income (loss)
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$
|
13,560
|
|
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$
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3,389
|
|
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$
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(10,992
|
)
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$
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24,576
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||||||||
Earnings (loss) per share:
|
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||||||||
Basic
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$
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0.13
|
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$
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0.06
|
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$
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(0.11
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)
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$
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0.45
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Diluted
|
$
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0.13
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$
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0.06
|
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$
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(0.11
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)
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$
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0.45
|
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Weighted average common shares outstanding:
|
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||||||||
Basic
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102,899
|
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54,123
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103,674
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|
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54,069
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|
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Diluted
|
104,005
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55,307
|
|
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103,674
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|
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55,215
|
|
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Three Months Ended June 30,
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Six Months Ended June 30,
|
||||||||||||
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2018
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2017
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2018
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2017
|
||||||||
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(In thousands)
|
||||||||||||||
Net income (loss)
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$
|
13,560
|
|
|
$
|
3,389
|
|
|
$
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(10,992
|
)
|
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$
|
24,576
|
|
Unrealized loss on derivative instruments, net of income tax benefit of $0, $178, $0, and $91, respectively
|
(1,717
|
)
|
|
(283
|
)
|
|
(1,283
|
)
|
|
(133
|
)
|
||||
Foreign currency translation adjustments, net of income tax (expense) of $0, $0, ($2,868) and $0, respectively
|
(69,169
|
)
|
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7,486
|
|
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(35,246
|
)
|
|
12,332
|
|
||||
Comprehensive (loss) income
|
$
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(57,326
|
)
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$
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10,592
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|
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$
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(47,521
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)
|
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$
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36,775
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June 30, 2018
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December 31, 2017
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||||
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(In thousands, except share data)
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||||||
ASSETS
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|
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Current assets:
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|
||||
Cash and cash equivalents
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$
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171,528
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|
$
|
321,262
|
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Restricted cash
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2,191
|
|
|
714
|
|
||
Accounts receivable billed, net
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682,415
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642,985
|
|
||
Accounts receivable unbilled
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346,608
|
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|
373,003
|
|
||
Contract assets
|
131,367
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
82,964
|
|
|
84,215
|
|
||
Total current assets
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1,417,073
|
|
|
1,422,179
|
|
||
Property and equipment, net
|
163,500
|
|
|
180,412
|
|
||
Goodwill
|
4,275,485
|
|
|
4,292,571
|
|
||
Intangible assets, net
|
1,182,571
|
|
|
1,286,050
|
|
||
Deferred income tax assets
|
32,813
|
|
|
20,159
|
|
||
Other long-term assets
|
101,758
|
|
|
84,496
|
|
||
Total assets
|
$
|
7,173,200
|
|
|
$
|
7,285,867
|
|
|
|
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|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
85,810
|
|
|
$
|
58,575
|
|
Accrued liabilities
|
502,646
|
|
|
500,303
|
|
||
Contract liabilities
|
719,932
|
|
|
559,270
|
|
||
Current portion of capital lease obligations
|
15,201
|
|
|
16,414
|
|
||
Current portion of long-term debt
|
37,500
|
|
|
25,000
|
|
||
Total current liabilities
|
1,361,089
|
|
|
1,159,562
|
|
||
Capital lease obligations, non-current
|
13,241
|
|
|
20,376
|
|
||
Long-term debt, non-current
|
2,835,321
|
|
|
2,945,934
|
|
||
Deferred income tax liabilities
|
32,557
|
|
|
37,807
|
|
||
Other long-term liabilities
|
108,320
|
|
|
99,609
|
|
||
Total liabilities
|
4,350,528
|
|
|
4,263,288
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 17)
|
|
|
|
||||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 600,000,000 shares authorized, 102,871,399 and 104,435,501 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
1,029
|
|
|
1,044
|
|
||
Additional paid-in capital
|
3,371,316
|
|
|
3,414,389
|
|
||
Accumulated other comprehensive loss, net of tax
|
(55,064
|
)
|
|
(22,385
|
)
|
||
Accumulated deficit
|
(494,609
|
)
|
|
(370,469
|
)
|
||
Total shareholders' equity
|
2,822,672
|
|
|
3,022,579
|
|
||
Total liabilities and shareholders' equity
|
$
|
7,173,200
|
|
|
$
|
7,285,867
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(10,992
|
)
|
|
$
|
24,576
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
135,523
|
|
|
31,156
|
|
||
Amortization of capitalized loan fees and original issue discount, net of Senior Notes premium
|
(32
|
)
|
|
402
|
|
||
Share-based compensation
|
16,254
|
|
|
12,048
|
|
||
(Recovery of) provision for doubtful accounts
|
(1,734
|
)
|
|
158
|
|
||
Benefit from deferred income taxes
|
(7,682
|
)
|
|
(9,081
|
)
|
||
Foreign currency transaction adjustments
|
(19,633
|
)
|
|
5,882
|
|
||
Fair value adjustment of contingent tax-sharing obligation
|
2,388
|
|
|
—
|
|
||
Loss on extinguishment of debt
|
2,125
|
|
|
—
|
|
||
Other non-cash items
|
4,056
|
|
|
700
|
|
||
Changes in operating assets and liabilities, net of effect of business combinations:
|
|
|
|
||||
Accounts receivable, unbilled services, and advanced billings
|
(68,629
|
)
|
|
31,868
|
|
||
Accounts payable and accrued expenses
|
(3,269
|
)
|
|
8,694
|
|
||
Other assets and liabilities
|
16,799
|
|
|
(7,977
|
)
|
||
Net cash provided by operating activities
|
65,174
|
|
|
98,426
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(32,586
|
)
|
|
(15,974
|
)
|
||
Net cash used in investing activities
|
(32,586
|
)
|
|
(15,974
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments of debt financing costs
|
(3,421
|
)
|
|
—
|
|
||
Repayments of long-term debt
|
(97,500
|
)
|
|
—
|
|
||
Proceeds from revolving line of credit
|
—
|
|
|
15,000
|
|
||
Repayments of revolving line of credit
|
—
|
|
|
(40,000
|
)
|
||
Payments of capital leases
|
(8,863
|
)
|
|
—
|
|
||
Payments for repurchase of common stock
|
(74,985
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
7,458
|
|
|
6,251
|
|
||
Payments related to tax withholding for share-based compensation
|
(2,383
|
)
|
|
(1,179
|
)
|
||
Net cash used in financing activities
|
(179,694
|
)
|
|
(19,928
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(1,151
|
)
|
|
4,688
|
|
||
Net change in cash, cash equivalents, and restricted cash
|
(148,257
|
)
|
|
67,212
|
|
||
Cash, cash equivalents, and restricted cash - beginning of period
|
321,976
|
|
|
103,078
|
|
||
Cash, cash equivalents, and restricted cash - end of period
|
$
|
173,719
|
|
|
$
|
170,290
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash investing activities:
|
|
|
|
||||
Purchases of property and equipment included in liabilities
|
$
|
5,876
|
|
|
$
|
3,110
|
|
Vehicles acquired through capital lease agreements
|
$
|
4,589
|
|
|
$
|
—
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
171,528
|
|
|
$
|
321,262
|
|
Restricted cash
|
2,191
|
|
|
714
|
|
||
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
173,719
|
|
|
$
|
321,976
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Gross cash position
|
$
|
131,577
|
|
|
$
|
195,376
|
|
Less: cash borrowings
|
(97,508
|
)
|
|
(88,226
|
)
|
||
Net cash position
|
$
|
34,069
|
|
|
$
|
107,150
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Accounts receivable billed
|
$
|
689,797
|
|
|
$
|
652,061
|
|
Allowance for doubtful accounts
|
(7,382
|
)
|
|
(9,076
|
)
|
||
Accounts receivable billed, net
|
$
|
682,415
|
|
|
$
|
642,985
|
|
|
Total
|
|
Clinical
Solutions |
|
Commercial
Solutions |
||||||
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
|
|
|||
2018 Activity:
|
|
|
|
|
|
||||||
Business combinations
(b)
|
(6,339
|
)
|
|
(3,808
|
)
|
|
(2,531
|
)
|
|||
Impact of foreign currency translation
|
(10,747
|
)
|
|
(10,263
|
)
|
|
(484
|
)
|
|||
Balance at June 30, 2018:
|
|
|
|
|
|
||||||
Gross carrying amount
|
4,291,651
|
|
|
2,794,904
|
|
|
1,496,747
|
|
|||
Accumulated impairment losses
(a)
|
(16,166
|
)
|
|
(8,142
|
)
|
|
(8,024
|
)
|
|||
Goodwill net of accumulated impairment losses
|
$
|
4,275,485
|
|
|
$
|
2,786,762
|
|
|
$
|
1,488,723
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Foreign currency translation adjustments, net of tax
|
$
|
(55,166
|
)
|
|
$
|
(23,514
|
)
|
Unrealized gains on derivative instruments, net of tax
|
102
|
|
|
1,129
|
|
||
Accumulated other comprehensive loss, net of tax
|
$
|
(55,064
|
)
|
|
$
|
(22,385
|
)
|
|
Unrealized gain (loss) on derivative instruments, net of tax
|
|
Foreign currency translation adjustments, net of tax
|
|
Total
|
||||||
Balance at March 31, 2018
|
$
|
1,819
|
|
|
$
|
14,003
|
|
|
$
|
15,822
|
|
Other comprehensive loss before reclassifications
|
(1,396
|
)
|
|
(69,169
|
)
|
|
(70,565
|
)
|
|||
Amount of gain reclassified from accumulated other comprehensive loss into statement of operations
|
(321
|
)
|
|
—
|
|
|
(321
|
)
|
|||
Net current period other comprehensive loss, net of tax
|
(1,717
|
)
|
|
(69,169
|
)
|
|
(70,886
|
)
|
|||
Balance at June 30, 2018
|
$
|
102
|
|
|
$
|
(55,166
|
)
|
|
$
|
(55,064
|
)
|
|
Unrealized gain (loss) on derivative instruments, net of tax
|
|
Foreign currency translation adjustments, net of tax
|
|
Total
|
||||||
Balance at December 31, 2017
|
$
|
1,129
|
|
|
$
|
(23,514
|
)
|
|
$
|
(22,385
|
)
|
Reclassification of income tax benefit due to adoption of ASU 2018-02
|
256
|
|
|
3,594
|
|
|
3,850
|
|
|||
Balance at January 1, 2018
|
1,385
|
|
|
(19,920
|
)
|
|
(18,535
|
)
|
|||
Other comprehensive loss before reclassifications
|
(685
|
)
|
|
(35,246
|
)
|
|
(35,931
|
)
|
|||
Amount of gain reclassified from accumulated other comprehensive loss into the statements of operations
|
(598
|
)
|
|
—
|
|
|
(598
|
)
|
|||
Net current period other comprehensive loss, net of tax
|
(1,283
|
)
|
|
(35,246
|
)
|
|
(36,529
|
)
|
|||
Balance at June 30, 2018
|
$
|
102
|
|
|
$
|
(55,166
|
)
|
|
$
|
(55,064
|
)
|
|
Before-Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net-of-Tax Amount
|
||||||
Foreign currency translation adjustments
|
$
|
(32,378
|
)
|
|
$
|
(2,868
|
)
|
|
$
|
(35,246
|
)
|
Unrealized loss on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized loss arising during period
|
(685
|
)
|
|
—
|
|
|
(685
|
)
|
|||
Reclassification adjustment of realized gains to net income
|
(598
|
)
|
|
—
|
|
|
(598
|
)
|
|||
Net unrealized loss on derivative instruments
|
(1,283
|
)
|
|
—
|
|
|
(1,283
|
)
|
|||
Other comprehensive loss
|
$
|
(33,661
|
)
|
|
$
|
(2,868
|
)
|
|
$
|
(36,529
|
)
|
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Foreign currency translation adjustments
|
$
|
7,486
|
|
|
$
|
—
|
|
|
$
|
7,486
|
|
Unrealized gain (loss) on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during period
|
(271
|
)
|
|
105
|
|
|
(166
|
)
|
|||
Reclassification adjustment for gains realized in net income
|
(190
|
)
|
|
73
|
|
|
(117
|
)
|
|||
Net unrealized gain (loss) on derivative instruments
|
(461
|
)
|
|
178
|
|
|
(283
|
)
|
|||
Other comprehensive income
|
$
|
7,025
|
|
|
$
|
178
|
|
|
$
|
7,203
|
|
|
Before-Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net-of-Tax Amount
|
||||||
Foreign currency translation adjustments
|
$
|
12,332
|
|
|
$
|
—
|
|
|
$
|
12,332
|
|
Unrealized gain (loss) on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during the period
|
34
|
|
|
(7
|
)
|
|
27
|
|
|||
Reclassification adjustment of realized gains to net income
|
(258
|
)
|
|
98
|
|
|
(160
|
)
|
|||
Net unrealized gain (loss) on derivative instruments
|
(224
|
)
|
|
91
|
|
|
(133
|
)
|
|||
Other comprehensive income
|
$
|
12,108
|
|
|
$
|
91
|
|
|
$
|
12,199
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net realized foreign currency gain (loss)
|
$
|
5,685
|
|
|
$
|
(3,482
|
)
|
|
$
|
168
|
|
|
$
|
(4,152
|
)
|
Net unrealized foreign currency gain (loss)
|
25,997
|
|
|
(3,175
|
)
|
|
19,633
|
|
|
(5,882
|
)
|
||||
Other, net
|
319
|
|
|
(97
|
)
|
|
(354
|
)
|
|
(177
|
)
|
||||
Total other income (expense), net
|
$
|
32,001
|
|
|
$
|
(6,754
|
)
|
|
$
|
19,447
|
|
|
$
|
(10,211
|
)
|
|
June 30, 2018
|
||
Assets acquired:
|
|
||
Cash and cash equivalents
|
$
|
57,338
|
|
Restricted cash
|
433
|
|
|
Accounts receivable
|
367,595
|
|
|
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
|
2,280,383
|
|
|
Liabilities assumed:
|
|
||
Accounts payable
|
38,072
|
|
|
Accrued liabilities
|
304,341
|
|
|
Contract liabilities
|
247,474
|
|
|
Capital leases
|
40,928
|
|
|
Long-term debt, current and non-current
|
737,872
|
|
|
Deferred income taxes, net
|
11,988
|
|
|
Other liabilities
|
121,241
|
|
|
Total liabilities assumed
|
1,501,916
|
|
|
Total identifiable assets acquired, net
|
778,467
|
|
|
Goodwill
|
$
|
3,727,156
|
|
|
Three Months Ended June 30, 2017
|
|
Six Months Ended June 30, 2017
|
||||
|
(In thousands, except per share data)
|
||||||
Pro forma total revenue
|
$
|
1,054,348
|
|
|
$
|
2,119,311
|
|
Pro forma net income
|
4,180
|
|
|
7,299
|
|
||
Pro forma income per share:
|
|
|
|
||||
Basic
|
$
|
0.04
|
|
|
$
|
0.07
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
0.07
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Secured Debt
|
|
|
|
||||
Term Loan A due August 2022
|
$
|
987,500
|
|
|
$
|
1,000,000
|
|
Term Loan B due August 2024
|
1,465,000
|
|
|
1,550,000
|
|
||
Revolving credit facility due August 2022
|
—
|
|
|
—
|
|
||
Accounts receivable financing agreement due June 2020
|
—
|
|
|
—
|
|
||
Total secured debt
|
2,452,500
|
|
|
2,550,000
|
|
||
Unsecured Debt
|
|
|
|
||||
7.5% Senior Unsecured Notes due 2024
|
403,000
|
|
|
403,000
|
|
||
Total debt obligations
|
2,855,500
|
|
|
2,953,000
|
|
||
Add: unamortized Senior Notes premium, net of original issue debt discount
|
34,181
|
|
|
38,656
|
|
||
Less: unamortized deferred issuance costs
|
(16,860
|
)
|
|
(20,722
|
)
|
||
Less: current portion of debt
|
(37,500
|
)
|
|
(25,000
|
)
|
||
Total debt obligations, non-current portion
|
$
|
2,835,321
|
|
|
$
|
2,945,934
|
|
|
Base Rate
|
|
Eurocurrency Rate
|
||||||
Term Loan A
|
0.25
|
%
|
-
|
0.50%
|
|
1.25
|
%
|
-
|
1.50%
|
Term Loan B
|
0.75
|
%
|
-
|
1.00%
|
|
1.75
|
%
|
-
|
2.00%
|
|
Balance Sheet Classification
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Interest rate swaps - current
|
Prepaid expenses and other current assets
|
|
$
|
1,293
|
|
|
$
|
916
|
|
Interest rate swaps - non-current
|
Other long-term assets
|
|
$
|
1,307
|
|
|
$
|
1,263
|
|
Interest rate swaps - current
|
Accrued liabilities
|
|
$
|
(1,590
|
)
|
|
$
|
—
|
|
Interest rate swaps - non-current
|
Other long-term liabilities
|
|
$
|
(343
|
)
|
|
$
|
—
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
16,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,578
|
|
Derivative instruments
|
—
|
|
|
2,600
|
|
|
—
|
|
|
2,600
|
|
||||
Total assets
|
$
|
16,578
|
|
|
$
|
2,600
|
|
|
$
|
—
|
|
|
$
|
19,178
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
1,933
|
|
|
$
|
—
|
|
|
$
|
1,933
|
|
Contingent tax-sharing obligations assumed through business combinations
|
—
|
|
|
—
|
|
|
52,868
|
|
|
52,868
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
1,933
|
|
|
$
|
52,868
|
|
|
$
|
54,801
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
16,318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,318
|
|
Derivative instruments
|
—
|
|
|
2,179
|
|
|
—
|
|
|
2,179
|
|
||||
Total assets
|
$
|
16,318
|
|
|
$
|
2,179
|
|
|
$
|
—
|
|
|
$
|
18,497
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent tax-sharing obligations assumed through business combinations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,480
|
|
|
$
|
50,480
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,480
|
|
|
$
|
50,480
|
|
Balance at December 31, 2017
|
$
|
50,480
|
|
Changes in fair value recognized in earnings
|
2,388
|
|
|
Payments
|
—
|
|
|
Balance at June 30, 2018
|
$
|
52,868
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Value (a)
|
|
Estimated Fair Value
|
|
Carrying Value (a)
|
|
Estimated Fair Value
|
||||||||
Term Loan A due August 2022
|
$
|
985,441
|
|
|
$
|
987,500
|
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
Term Loan B due August 2024
|
1,463,386
|
|
|
1,465,000
|
|
|
1,548,149
|
|
|
1,550,000
|
|
||||
7.5% Senior Unsecured Notes due 2024
|
440,854
|
|
|
430,203
|
|
|
443,507
|
|
|
433,729
|
|
|
Employee Severance Costs, Including Executive Transition Costs
|
|
Facility Closure and Lease Termination Costs
|
|
Other Costs
|
|
Total
|
||||||||
Balance at December 31, 2017
|
$
|
8,858
|
|
|
$
|
7,411
|
|
|
$
|
524
|
|
|
$
|
16,793
|
|
Expenses incurred
(a)
|
12,180
|
|
|
3,108
|
|
|
3,276
|
|
|
18,564
|
|
||||
Cash payments made
|
(13,429
|
)
|
|
(4,607
|
)
|
|
(3,665
|
)
|
|
(21,701
|
)
|
||||
Balance at June 30, 2018
|
$
|
7,609
|
|
|
$
|
5,912
|
|
|
$
|
135
|
|
|
$
|
13,656
|
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Non-vested at December 31, 2017
|
907,580
|
|
|
$
|
49.30
|
|
Granted
|
1,858,183
|
|
|
$
|
38.32
|
|
Vested
|
(187,400
|
)
|
|
$
|
49.64
|
|
Forfeited
|
(203,310
|
)
|
|
$
|
47.38
|
|
Non-vested at June 30, 2018
|
2,375,053
|
|
|
$
|
40.85
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Statement of Operations Classification
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Direct costs
|
$
|
5,572
|
|
|
$
|
2,954
|
|
|
$
|
9,324
|
|
|
$
|
5,667
|
|
Selling, general, and administrative expenses
|
2,803
|
|
|
3,275
|
|
|
6,839
|
|
|
6,381
|
|
||||
Restructuring and other costs
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
||||
Total share-based compensation expense
|
$
|
8,375
|
|
|
$
|
6,229
|
|
|
$
|
16,254
|
|
|
$
|
12,048
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
13,560
|
|
|
$
|
3,389
|
|
|
$
|
(10,992
|
)
|
|
$
|
24,576
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
102,899
|
|
|
54,123
|
|
|
103,674
|
|
|
54,069
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and other awards under deferred share-based compensation programs
|
1,106
|
|
|
1,184
|
|
|
—
|
|
|
1,146
|
|
||||
Diluted weighted average common shares outstanding
|
104,005
|
|
|
55,307
|
|
|
103,674
|
|
|
55,215
|
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.45
|
|
Diluted
|
$
|
0.13
|
|
|
$
|
0.06
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.45
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Anti-dilutive stock options and other awards
|
1,017
|
|
|
431
|
|
|
1,057
|
|
|
670
|
|
Anti-dilutive stock options and other awards under deferred share-based compensation programs excluded based on reporting of net loss for the period
|
—
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
Total common stock equivalents excluded from diluted earnings per share computation
|
1,017
|
|
|
431
|
|
|
2,059
|
|
|
670
|
|
|
June 30, 2018
|
||
Capitalized costs incurred to obtain or fulfill contracts with customers
|
$
|
20,389
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
Amortization of capitalized costs
|
$
|
4,568
|
|
|
$
|
7,702
|
|
|
As Reported
|
|
Adjustments
|
|
Adjusted
|
||||||
|
December 31, 2017
|
|
ASC 606 Adoption
|
|
January 1, 2018
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
321,262
|
|
|
$
|
—
|
|
|
$
|
321,262
|
|
Restricted cash
|
714
|
|
|
—
|
|
|
714
|
|
|||
Accounts receivable billed, net
|
642,985
|
|
|
—
|
|
|
642,985
|
|
|||
Accounts receivable unbilled
|
373,003
|
|
|
(152,644
|
)
|
|
220,359
|
|
|||
Contract assets
|
—
|
|
|
94,567
|
|
|
94,567
|
|
|||
Prepaid expenses and other current assets
|
84,215
|
|
|
19,452
|
|
|
103,667
|
|
|||
Total current assets
|
1,422,179
|
|
|
(38,625
|
)
|
|
1,383,554
|
|
|||
Property and equipment, net
|
180,412
|
|
|
—
|
|
|
180,412
|
|
|||
Goodwill
|
4,292,571
|
|
|
—
|
|
|
4,292,571
|
|
|||
Intangible assets, net
|
1,286,050
|
|
|
—
|
|
|
1,286,050
|
|
|||
Deferred income tax assets
|
20,159
|
|
|
5,857
|
|
|
26,016
|
|
|||
Other long-term assets
|
84,496
|
|
|
12,601
|
|
|
97,097
|
|
|||
Total assets
|
$
|
7,285,867
|
|
|
$
|
(20,167
|
)
|
|
$
|
7,265,700
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
58,575
|
|
|
$
|
—
|
|
|
$
|
58,575
|
|
Accrued liabilities
|
500,303
|
|
|
49,611
|
|
|
549,914
|
|
|||
Contract liabilities
|
559,270
|
|
|
34,075
|
|
|
593,345
|
|
|||
Current portion of capital lease obligations
|
16,414
|
|
|
—
|
|
|
16,414
|
|
|||
Current portion of long-term debt
|
25,000
|
|
|
—
|
|
|
25,000
|
|
|||
Total current liabilities
|
1,159,562
|
|
|
83,686
|
|
|
1,243,248
|
|
|||
Capital lease obligations, non-current
|
20,376
|
|
|
—
|
|
|
20,376
|
|
|||
Long-term debt, non-current
|
2,945,934
|
|
|
—
|
|
|
2,945,934
|
|
|||
Deferred income tax liabilities
|
37,807
|
|
|
(8,355
|
)
|
|
29,452
|
|
|||
Other long-term liabilities
|
99,609
|
|
|
3,317
|
|
|
102,926
|
|
|||
Total liabilities
|
4,263,288
|
|
|
78,648
|
|
|
4,341,936
|
|
|||
Shareholders' equity:
|
|
|
|
|
|
||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock
|
1,044
|
|
|
—
|
|
|
1,044
|
|
|||
Additional paid-in capital
|
3,414,389
|
|
|
—
|
|
|
3,414,389
|
|
|||
Accumulated other comprehensive loss, net of tax
|
(22,385
|
)
|
|
—
|
|
|
(22,385
|
)
|
|||
Accumulated deficit
|
(370,469
|
)
|
|
(98,815
|
)
|
|
(469,284
|
)
|
|||
Total shareholders' equity
|
3,022,579
|
|
|
(98,815
|
)
|
|
2,923,764
|
|
|||
Total liabilities and shareholders' equity
|
$
|
7,285,867
|
|
|
$
|
(20,167
|
)
|
|
$
|
7,265,700
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||||||||||
|
ASC 606
As Reported |
|
ASC 605
As Adjusted |
|
ASC 606
As Reported |
|
ASC 605
As Adjusted |
||||||||
Service revenue
|
$
|
1,072,530
|
|
|
$
|
796,461
|
|
|
$
|
2,129,726
|
|
|
$
|
1,556,519
|
|
Reimbursable out-of-pocket expenses
|
—
|
|
|
299,445
|
|
|
—
|
|
|
609,543
|
|
||||
Total revenue
|
1,072,530
|
|
|
1,095,906
|
|
|
2,129,726
|
|
|
2,166,062
|
|
||||
Direct costs (exclusive of depreciation and amortization)
|
547,993
|
|
|
548,122
|
|
|
1,080,050
|
|
|
1,085,010
|
|
||||
Reimbursable out-of-pocket expenses
|
299,472
|
|
|
299,445
|
|
|
608,238
|
|
|
609,543
|
|
||||
Selling, general, and administrative
|
100,218
|
|
|
100,813
|
|
|
199,477
|
|
|
200,529
|
|
||||
Restructuring and other costs
|
8,591
|
|
|
8,591
|
|
|
22,298
|
|
|
22,298
|
|
||||
Transaction and integration-related expenses
|
18,032
|
|
|
18,032
|
|
|
43,243
|
|
|
43,243
|
|
||||
Depreciation
|
17,557
|
|
|
17,557
|
|
|
35,585
|
|
|
35,585
|
|
||||
Amortization
|
49,945
|
|
|
49,945
|
|
|
99,938
|
|
|
99,938
|
|
||||
Total operating expenses
|
1,041,808
|
|
|
1,042,505
|
|
|
2,088,829
|
|
|
2,096,146
|
|
||||
Income from operations
|
30,722
|
|
|
53,401
|
|
|
40,897
|
|
|
69,916
|
|
||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
1,655
|
|
|
1,655
|
|
|
2,494
|
|
|
2,494
|
|
||||
Interest expense
|
(32,894
|
)
|
|
(32,894
|
)
|
|
(64,630
|
)
|
|
(64,630
|
)
|
||||
Loss on extinguishment of debt
|
(1,877
|
)
|
|
(1,877
|
)
|
|
(2,125
|
)
|
|
(2,125
|
)
|
||||
Other income, net
|
32,001
|
|
|
32,001
|
|
|
19,447
|
|
|
19,447
|
|
||||
Total other expense, net
|
(1,115
|
)
|
|
(1,115
|
)
|
|
(44,814
|
)
|
|
(44,814
|
)
|
||||
Income (loss) before provision for income taxes
|
29,607
|
|
|
52,286
|
|
|
(3,917
|
)
|
|
25,102
|
|
||||
Income tax expense
|
(16,047
|
)
|
|
(21,553
|
)
|
|
(7,075
|
)
|
|
(13,376
|
)
|
||||
Net income (loss)
|
$
|
13,560
|
|
|
$
|
30,733
|
|
|
$
|
(10,992
|
)
|
|
$
|
11,726
|
|
Earnings (loss) per share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.13
|
|
|
$
|
0.30
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.11
|
|
Diluted
|
$
|
0.13
|
|
|
$
|
0.30
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.11
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
102,899
|
|
|
102,899
|
|
|
103,674
|
|
|
103,674
|
|
||||
Diluted
|
104,005
|
|
|
104,005
|
|
|
103,674
|
|
|
104,676
|
|
•
|
ASC 606 delayed the recognition of revenue principally related to Full Service customer clinical trials in the Company’s Clinical Solutions segment for the three and six months ended June 30, 2018 as revenue was previously recognized when contractual items (i.e. “units”) were delivered or on a proportional performance basis, generally using output measures of progress specific to the services provided, such as site or investigator recruitment, patient enrollment and data management. These measures excluded reimbursed investigator payments, other pass-through costs, and out-of-pocket expenses, which were recognized as incurred and presented separately as a component of total revenue in the unaudited condensed consolidated statement of operations. Pursuant to the adoption of ASC 606, the majority of revenue recognized related to Full Service customer clinical trials is accounted for using project costs as an input measure of progress, and includes reimbursable pass-through costs and out-of-pocket expenses.
|
•
|
ASC 606 delayed the recognition of revenue in the Company’s Commercial Solutions segment for the six months ended June 30, 2018 as certain costs to recruit and train the contract field promotion teams, and revenue for the related reimbursements, are deferred and amortized over the contract term under ASC 606. These amounts were previously recognized as each separate service was delivered to the customer. These delays were partially offset by the acceleration of revenue recognition on certain incentive fee programs that were previously recognized upon customer approval. For the three months ended June 30, 2018 ASC 606 accelerated the recognition of revenue as revenue recognition on certain incentive fee programs exceeded the costs deferred for the period.
|
|
June 30, 2018
|
||||||
|
ASC 606
As Reported |
|
ASC 605
As Adjusted |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
171,528
|
|
|
$
|
171,528
|
|
Restricted cash
|
2,191
|
|
|
2,191
|
|
||
Accounts receivable billed, net
|
682,415
|
|
|
682,415
|
|
||
Accounts receivable unbilled
|
346,608
|
|
|
467,295
|
|
||
Contract assets
|
131,367
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
82,964
|
|
|
62,306
|
|
||
Total current assets
|
1,417,073
|
|
|
1,385,735
|
|
||
Property and equipment, net
|
163,500
|
|
|
163,500
|
|
||
Goodwill
|
4,275,485
|
|
|
4,275,485
|
|
||
Intangible assets, net
|
1,182,571
|
|
|
1,182,571
|
|
||
Deferred income tax assets
|
32,813
|
|
|
27,103
|
|
||
Other long-term assets
|
101,758
|
|
|
90,613
|
|
||
Total assets
|
$
|
7,173,200
|
|
|
$
|
7,125,007
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
85,810
|
|
|
$
|
85,810
|
|
Accrued liabilities
|
502,646
|
|
|
453,437
|
|
||
Contract liabilities
|
719,932
|
|
|
591,912
|
|
||
Current portion of capital lease obligations
|
15,201
|
|
|
15,201
|
|
||
Current portion of long-term debt
|
37,500
|
|
|
37,500
|
|
||
Total current liabilities
|
1,361,089
|
|
|
1,183,860
|
|
||
Capital lease obligations, non-current
|
13,241
|
|
|
13,241
|
|
||
Long-term debt, non-current
|
2,835,321
|
|
|
2,835,321
|
|
||
Deferred income tax liabilities
|
32,557
|
|
|
45,237
|
|
||
Other long-term liabilities
|
108,320
|
|
|
104,513
|
|
||
Total liabilities
|
4,350,528
|
|
|
4,182,172
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
1,029
|
|
|
1,029
|
|
||
Additional paid-in capital
|
3,371,316
|
|
|
3,371,316
|
|
||
Accumulated other comprehensive loss, net of tax
|
(55,064
|
)
|
|
(56,433
|
)
|
||
Accumulated deficit
|
(494,609
|
)
|
|
(373,077
|
)
|
||
Total shareholders' equity
|
2,822,672
|
|
|
2,942,835
|
|
||
Total liabilities and shareholders' equity
|
$
|
7,173,200
|
|
|
$
|
7,125,007
|
|
•
|
The reported assets were greater than the total assets that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to the deferral of certain recruiting and training costs in Commercial Solutions contracts and capitalized sales commissions. The reported liabilities were greater than the total liabilities that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to advances and deferred revenue in excess of contract assets that are required to be presented net on a contract-by-contract basis.
|
•
|
The adoption of ASC 606 primarily resulted in a revenue recognition delay as of January 1, 2018, which resulted in an increase of the Company’s deferred tax asset position. As the Company records full reserves for its net federal deferred tax assets in the United States, a portion of the impact was offset by a corresponding increase to the valuation allowance against the deferred tax asset position.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Clinical Solutions service revenue
|
$
|
783,913
|
|
|
$
|
255,504
|
|
|
$
|
1,570,752
|
|
|
$
|
505,001
|
|
Commercial Solutions service revenue
|
288,617
|
|
|
2,583
|
|
|
558,974
|
|
|
5,164
|
|
||||
Total segment service revenue
|
1,072,530
|
|
|
258,087
|
|
|
2,129,726
|
|
|
510,165
|
|
||||
Reimbursable out-of-pocket expenses not allocated to segments
|
—
|
|
|
133,048
|
|
|
—
|
|
|
262,888
|
|
||||
Total consolidated revenue
|
$
|
1,072,530
|
|
|
$
|
391,135
|
|
|
$
|
2,129,726
|
|
|
$
|
773,053
|
|
Segment direct costs:
|
|
|
|
|
|
|
|
||||||||
Clinical Solutions
|
$
|
357,077
|
|
|
$
|
156,623
|
|
|
$
|
710,970
|
|
|
$
|
306,510
|
|
Commercial Solutions
|
185,344
|
|
|
2,433
|
|
|
359,756
|
|
|
4,668
|
|
||||
Total segment direct costs
|
$
|
542,421
|
|
|
$
|
159,056
|
|
|
$
|
1,070,726
|
|
|
$
|
311,178
|
|
Reimbursable out-of-pocket expenses:
|
|
|
|
|
|
|
|
||||||||
Clinical Solutions
|
$
|
251,917
|
|
|
$
|
—
|
|
|
$
|
513,395
|
|
|
$
|
—
|
|
Commercial Solutions
|
47,555
|
|
|
—
|
|
|
94,843
|
|
|
—
|
|
||||
Total segment reimbursable out-of-pocket expenses
|
$
|
299,472
|
|
|
$
|
—
|
|
|
$
|
608,238
|
|
|
$
|
—
|
|
Segment selling, general, and administrative expenses:
|
|
|
|
|
|
|
|
||||||||
Clinical Solutions
|
$
|
68,110
|
|
|
$
|
35,278
|
|
|
$
|
134,056
|
|
|
$
|
72,068
|
|
Commercial Solutions
|
21,667
|
|
|
—
|
|
|
41,185
|
|
|
—
|
|
||||
Total segment selling, general, and administrative expenses
|
$
|
89,777
|
|
|
$
|
35,278
|
|
|
$
|
175,241
|
|
|
$
|
72,068
|
|
Segment operating income:
|
|
|
|
|
|
|
|
||||||||
Clinical Solutions
|
$
|
106,809
|
|
|
$
|
63,603
|
|
|
$
|
212,331
|
|
|
$
|
126,423
|
|
Commercial Solutions
|
34,051
|
|
|
150
|
|
|
63,190
|
|
|
496
|
|
||||
Total segment operating income
|
$
|
140,860
|
|
|
$
|
63,753
|
|
|
$
|
275,521
|
|
|
$
|
126,919
|
|
Operating expenses not allocated to segments:
|
|
|
|
|
|
|
|
||||||||
Reimbursable out-of-pocket expenses not allocated to segments
|
$
|
—
|
|
|
$
|
133,048
|
|
|
$
|
—
|
|
|
$
|
262,888
|
|
Corporate selling, general, and administrative expenses not allocated to segments
|
7,638
|
|
|
3,978
|
|
|
17,397
|
|
|
9,016
|
|
||||
Share-based compensation included in direct costs not allocated to segments
|
5,572
|
|
|
2,954
|
|
|
9,324
|
|
|
5,667
|
|
||||
Share-based compensation included in selling, general, and administrative expenses not allocated to segments
|
2,803
|
|
|
3,275
|
|
|
6,839
|
|
|
6,381
|
|
||||
Restructuring and other costs
|
8,591
|
|
|
4,029
|
|
|
22,298
|
|
|
5,956
|
|
||||
Transaction and integration-related expenses
|
18,032
|
|
|
23,739
|
|
|
43,243
|
|
|
23,741
|
|
||||
Depreciation and amortization
|
67,502
|
|
|
15,528
|
|
|
135,523
|
|
|
31,156
|
|
||||
Total consolidated income from operations
|
$
|
30,722
|
|
|
$
|
10,250
|
|
|
$
|
40,897
|
|
|
$
|
45,002
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
North America
(a)
|
$
|
726,546
|
|
|
$
|
147,534
|
|
|
$
|
1,458,311
|
|
|
$
|
290,293
|
|
Europe, Middle East, and Africa
|
232,120
|
|
|
80,093
|
|
|
460,958
|
|
|
160,105
|
|
||||
Asia-Pacific
|
93,647
|
|
|
22,232
|
|
|
171,627
|
|
|
42,441
|
|
||||
Latin America
|
20,217
|
|
|
8,228
|
|
|
38,830
|
|
|
17,326
|
|
||||
Total service revenue
|
1,072,530
|
|
|
258,087
|
|
|
2,129,726
|
|
|
510,165
|
|
||||
Reimbursable-out-of-pocket expenses
|
—
|
|
|
133,048
|
|
|
—
|
|
|
262,888
|
|
||||
Total revenue
|
$
|
1,072,530
|
|
|
$
|
391,135
|
|
|
$
|
2,129,726
|
|
|
$
|
773,053
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Property and equipment, net:
|
|
|
|
||||
North America
(a)
|
$
|
120,402
|
|
|
$
|
136,101
|
|
Europe, Middle East and Africa
|
26,964
|
|
|
25,517
|
|
||
Asia-Pacific
|
12,330
|
|
|
14,700
|
|
||
Latin America
|
3,804
|
|
|
4,094
|
|
||
Total property and equipment, net
|
$
|
163,500
|
|
|
$
|
180,412
|
|
•
|
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 a certain period of time from the end of the quarter in which the award was granted;
|
•
|
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.
|
|
Balance at June 30,
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
||||||||
Clinical Solutions
|
$
|
4,090.6
|
|
|
$
|
2,038.8
|
|
|
$
|
2,051.8
|
|
100.6
|
%
|
Commercial Solutions - Selling Solutions
(a)
|
424.7
|
|
|
—
|
|
|
424.7
|
|
n/m
|
|
|||
Total Backlog
|
$
|
4,515.3
|
|
|
$
|
2,038.8
|
|
|
$
|
2,476.5
|
|
121.5
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Clinical Solutions
|
$
|
849.9
|
|
|
$
|
386.5
|
|
|
$
|
1,399.6
|
|
|
$
|
635.1
|
|
Commercial Solutions
|
205.8
|
|
|
—
|
|
|
528.1
|
|
|
—
|
|
||||
Total net new business awards
|
$
|
1,055.7
|
|
|
$
|
386.5
|
|
|
$
|
1,927.7
|
|
|
$
|
635.1
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
Service revenue
|
$
|
1,072,530
|
|
|
$
|
258,087
|
|
|
$
|
814,443
|
|
|
315.6
|
%
|
Reimbursable out-of-pocket expenses
|
—
|
|
|
133,048
|
|
|
(133,048
|
)
|
|
(100.0
|
)%
|
|||
Total revenue
|
1,072,530
|
|
|
391,135
|
|
|
681,395
|
|
|
174.2
|
%
|
|||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|||||||
Direct costs (exclusive of depreciation and amortization)
|
547,993
|
|
|
162,010
|
|
|
385,983
|
|
|
238.2
|
%
|
|||
Reimbursable out-of-pocket expenses
|
299,472
|
|
|
133,048
|
|
|
166,424
|
|
|
125.1
|
%
|
|||
Selling, general, and administrative
|
100,218
|
|
|
42,531
|
|
|
57,687
|
|
|
135.6
|
%
|
|||
Restructuring and other costs
|
8,591
|
|
|
4,029
|
|
|
4,562
|
|
|
113.2
|
%
|
|||
Transaction and integration-related expenses
|
18,032
|
|
|
23,739
|
|
|
(5,707
|
)
|
|
(24.0
|
)%
|
|||
Depreciation and amortization
|
67,502
|
|
|
15,528
|
|
|
51,974
|
|
|
334.7
|
%
|
|||
Total operating expenses
|
1,041,808
|
|
|
380,885
|
|
|
660,923
|
|
|
173.5
|
%
|
|||
Income from operations
|
30,722
|
|
|
10,250
|
|
|
20,472
|
|
|
199.7
|
%
|
|||
Total other expense, net
|
(1,115
|
)
|
|
(9,888
|
)
|
|
8,773
|
|
|
88.7
|
%
|
|||
Income before provision for income taxes
|
29,607
|
|
|
362
|
|
|
29,245
|
|
|
8,078.7
|
%
|
|||
Income tax (expense) benefit
|
(16,047
|
)
|
|
3,027
|
|
|
(19,074
|
)
|
|
(630.1
|
)%
|
|||
Net income
|
$
|
13,560
|
|
|
$
|
3,389
|
|
|
$
|
10,171
|
|
|
300.1
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
Service revenue
|
$
|
2,129,726
|
|
|
$
|
510,165
|
|
|
$
|
1,619,561
|
|
|
317.5
|
%
|
Reimbursable out-of-pocket expenses
|
—
|
|
|
262,888
|
|
|
(262,888
|
)
|
|
(100.0
|
)%
|
|||
Total revenue
|
2,129,726
|
|
|
773,053
|
|
|
1,356,673
|
|
|
175.5
|
%
|
|||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Direct costs (exclusive of depreciation and amortization)
|
1,080,050
|
|
|
316,845
|
|
|
763,205
|
|
|
240.9
|
%
|
|||
Reimbursable out-of-pocket expenses
|
608,238
|
|
|
262,888
|
|
|
345,350
|
|
|
131.4
|
%
|
|||
Selling, general, and administrative
|
199,477
|
|
|
87,465
|
|
|
112,012
|
|
|
128.1
|
%
|
|||
Restructuring and other costs
|
22,298
|
|
|
5,956
|
|
|
16,342
|
|
|
274.4
|
%
|
|||
Transaction and integration-related expenses
|
43,243
|
|
|
23,741
|
|
|
19,502
|
|
|
82.1
|
%
|
|||
Depreciation and amortization
|
135,523
|
|
|
31,156
|
|
|
104,367
|
|
|
335.0
|
%
|
|||
Total operating expenses
|
2,088,829
|
|
|
728,051
|
|
|
1,360,778
|
|
|
186.9
|
%
|
|||
Income from operations
|
40,897
|
|
|
45,002
|
|
|
(4,105
|
)
|
|
(9.1
|
)%
|
|||
Total other expense, net
|
(44,814
|
)
|
|
(16,333
|
)
|
|
(28,481
|
)
|
|
(174.4
|
)%
|
|||
(Loss) income before provision for income taxes
|
(3,917
|
)
|
|
28,669
|
|
|
(32,586
|
)
|
|
(113.7
|
)%
|
|||
Income tax expense
|
(7,075
|
)
|
|
(4,093
|
)
|
|
(2,982
|
)
|
|
(72.9
|
)%
|
|||
Net (loss) income
|
$
|
(10,992
|
)
|
|
$
|
24,576
|
|
|
$
|
(35,568
|
)
|
|
(144.7
|
)%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||||||||
|
2018
|
|
% of total
|
|
2017
|
|
% of total
|
|
Change
|
|||||||||||
Clinical Solutions
|
$
|
783,913
|
|
|
73.1
|
%
|
|
$
|
255,504
|
|
|
99.0
|
%
|
|
$
|
528,409
|
|
|
206.8
|
%
|
Commercial Solutions
|
288,617
|
|
|
26.9
|
%
|
|
2,583
|
|
|
1.0
|
%
|
|
286,034
|
|
|
n/m
|
|
|||
Total service revenue
|
$
|
1,072,530
|
|
|
|
|
$
|
258,087
|
|
|
|
|
$
|
814,443
|
|
|
315.6
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||||||||
|
2018
|
|
% of total
|
|
2017
|
|
% of total
|
|
Change
|
|||||||||||
Clinical Solutions
|
$
|
1,570,752
|
|
|
73.8
|
%
|
|
$
|
505,001
|
|
|
99.0
|
%
|
|
$
|
1,065,751
|
|
|
211.0
|
%
|
Commercial Solutions
|
558,974
|
|
|
26.2
|
%
|
|
5,164
|
|
|
1.0
|
%
|
|
553,810
|
|
|
n/m
|
|
|||
Total service revenue
|
$
|
2,129,726
|
|
|
|
|
$
|
510,165
|
|
|
|
|
$
|
1,619,561
|
|
|
317.5
|
%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
(a)
|
|
2017
(b)
|
|
Change
|
|||||||||
Direct costs (exclusive of depreciation and amortization)
|
$
|
547,993
|
|
|
$
|
162,010
|
|
|
$
|
385,983
|
|
|
238.2
|
%
|
Reimbursable out-of-pocket expenses
|
299,472
|
|
|
133,048
|
|
|
166,424
|
|
|
125.1
|
%
|
|||
Total direct costs and reimbursable out-of-pocket expenses
|
$
|
847,465
|
|
|
$
|
295,058
|
|
|
$
|
552,407
|
|
|
187.2
|
%
|
Percentage of service revenue
|
79.0
|
%
|
|
62.8
|
%
|
|
|
|
|
|||||
Gross margin percentage
|
21.0
|
%
|
|
37.2
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
(a)
|
|
2017
(b)
|
|
Change
|
|||||||||
Direct costs (exclusive of depreciation and amortization)
|
$
|
1,080,050
|
|
|
$
|
316,845
|
|
|
$
|
763,205
|
|
|
240.9
|
%
|
Reimbursable out-of-pocket expenses
|
608,238
|
|
|
262,888
|
|
|
345,350
|
|
|
131.4
|
%
|
|||
Total direct costs and reimbursable out-of-pocket expenses
|
$
|
1,688,288
|
|
|
$
|
579,733
|
|
|
$
|
1,108,555
|
|
|
191.2
|
%
|
Percentage of service revenue
|
79.3
|
%
|
|
62.1
|
%
|
|
|
|
|
|||||
Gross margin percentage
|
20.7
|
%
|
|
37.9
|
%
|
|
|
|
|
|
Three Months Ended June 30, 2018 to 2017
|
|
Six Months Ended June 30, 2018 to 2017
|
||||
Change in:
|
|
|
|
|
|||
Salaries, benefits, and incentive compensation
|
$
|
329,321
|
|
|
$
|
658,300
|
|
Facilities and IT related costs
|
28,661
|
|
|
49,722
|
|
||
Other
|
28,001
|
|
|
55,183
|
|
||
Total
|
$
|
385,983
|
|
|
$
|
763,205
|
|
|
Three Months Ended June 30,
|
|
|
|||||||||||
|
2018
(a)
|
|
2017
(b)
|
|
Change
|
|||||||||
Direct costs
|
$
|
357,077
|
|
|
$
|
156,623
|
|
|
$
|
200,454
|
|
|
128.0
|
%
|
Reimbursable out-of-pocket expenses
|
251,917
|
|
|
—
|
|
|
251,917
|
|
|
n/m
|
|
|||
Total segment direct costs and reimbursable out-of-pocket expenses
|
$
|
608,994
|
|
|
$
|
156,623
|
|
|
$
|
452,371
|
|
|
288.8
|
%
|
Percentage of segment service revenue
|
77.7
|
%
|
|
61.3
|
%
|
|
|
|
|
|||||
Segment gross margin percentage
|
22.3
|
%
|
|
38.7
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2018
(a)
|
|
2017
(b)
|
|
Change
|
|||||||||
Direct costs
|
$
|
710,970
|
|
|
$
|
306,510
|
|
|
$
|
404,460
|
|
|
132.0
|
%
|
Reimbursable out-of-pocket expenses
|
513,395
|
|
|
—
|
|
|
513,395
|
|
|
n/m
|
|
|||
Total segment direct costs and reimbursable out-of-pocket expenses
|
$
|
1,224,365
|
|
|
$
|
306,510
|
|
|
$
|
917,855
|
|
|
299.5
|
%
|
Percentage of segment service revenue
|
77.9
|
%
|
|
60.7
|
%
|
|
|
|
|
|||||
Segment gross margin percentage
|
22.1
|
%
|
|
39.3
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||||
|
2018
(a)
|
|
2017
(b)
|
|
Change
|
||||||||
Direct costs
|
$
|
185,344
|
|
|
$
|
2,433
|
|
|
$
|
182,911
|
|
|
n/m
|
Reimbursable out-of-pocket expenses
|
47,555
|
|
|
—
|
|
|
47,555
|
|
|
n/m
|
|||
Total segment direct costs and reimbursable out-of-pocket expenses
|
$
|
232,899
|
|
|
$
|
2,433
|
|
|
$
|
230,466
|
|
|
n/m
|
Percentage of segment service revenue
|
80.7
|
%
|
|
94.2
|
%
|
|
|
|
|
||||
Segment gross margin percentage
|
19.3
|
%
|
|
5.8
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||
|
2018
(a)
|
|
2017
(b)
|
|
Change
|
||||||||
Direct costs
|
$
|
359,756
|
|
|
$
|
4,668
|
|
|
$
|
355,088
|
|
|
n/m
|
Reimbursable out-of-pocket expenses
|
94,843
|
|
|
—
|
|
|
94,843
|
|
|
n/m
|
|||
Total segment direct costs and reimbursable out-of-pocket expenses
|
$
|
454,599
|
|
|
$
|
4,668
|
|
|
$
|
449,931
|
|
|
n/m
|
Percentage of segment service revenue
|
81.3
|
%
|
|
90.4
|
%
|
|
|
|
|
||||
Segment gross margin percentage
|
18.7
|
%
|
|
9.6
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
Selling, general, and administrative
|
$
|
100,218
|
|
|
$
|
42,531
|
|
|
$
|
57,687
|
|
|
135.6
|
%
|
Percentage of service revenue
|
9.3
|
%
|
|
16.5
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
Selling, general, and administrative
|
$
|
199,477
|
|
|
$
|
87,465
|
|
|
$
|
112,012
|
|
|
128.1
|
%
|
Percentage of service revenue
|
9.4
|
%
|
|
17.1
|
%
|
|
|
|
|
|
Three Months Ended June 30, 2018 to 2017
|
|
Six Months Ended June 30, 2018 to 2017
|
||||
Change in:
|
|
|
|
|
|||
Salaries, benefits, and incentive compensation
|
$
|
33,608
|
|
|
$
|
69,225
|
|
Professional services fees
|
13,434
|
|
|
24,947
|
|
||
Other expenses
|
10,645
|
|
|
17,840
|
|
||
Total
|
$
|
57,687
|
|
|
$
|
112,012
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Professional fees
|
$
|
11,073
|
|
|
$
|
18,566
|
|
|
$
|
25,773
|
|
|
$
|
18,568
|
|
Debt modification and related expenses
|
1,317
|
|
|
—
|
|
|
1,317
|
|
|
—
|
|
||||
Integration and personnel retention-related costs
(a)
|
4,448
|
|
|
5,173
|
|
|
13,741
|
|
|
5,173
|
|
||||
Contingent tax-sharing obligations fair value adjustment
|
1,194
|
|
|
—
|
|
|
2,389
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||
Total transaction and integration-related expenses
|
$
|
18,032
|
|
|
$
|
23,739
|
|
|
$
|
43,243
|
|
|
$
|
23,741
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
Interest income
|
$
|
1,655
|
|
|
$
|
152
|
|
|
$
|
1,503
|
|
|
988.8
|
%
|
Interest expense
|
(32,894
|
)
|
|
(3,286
|
)
|
|
(29,608
|
)
|
|
(901.0
|
)%
|
|||
Loss on extinguishment of debt
|
(1,877
|
)
|
|
—
|
|
|
(1,877
|
)
|
|
n/m
|
|
|||
Other income (expense), net
|
32,001
|
|
|
(6,754
|
)
|
|
38,755
|
|
|
573.8
|
%
|
|||
Total other expense, net
|
$
|
(1,115
|
)
|
|
$
|
(9,888
|
)
|
|
$
|
8,773
|
|
|
88.7
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
Interest income
|
$
|
2,494
|
|
|
$
|
264
|
|
|
$
|
2,230
|
|
|
844.7
|
%
|
Interest expense
|
(64,630
|
)
|
|
(6,386
|
)
|
|
(58,244
|
)
|
|
(912.1
|
)%
|
|||
Loss on extinguishment of debt
|
(2,125
|
)
|
|
—
|
|
|
(2,125
|
)
|
|
n/m
|
|
|||
Other income (expense), net
|
19,447
|
|
|
(10,211
|
)
|
|
29,658
|
|
|
290.5
|
%
|
|||
Total other expense, net
|
$
|
(44,814
|
)
|
|
$
|
(16,333
|
)
|
|
$
|
(28,481
|
)
|
|
(174.4
|
)%
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Balance sheet statistics:
|
|
|
|
||||
Cash and cash equivalents
(a)
|
$
|
171,528
|
|
|
$
|
321,262
|
|
Working capital (excluding restricted cash)
|
53,793
|
|
|
261,903
|
|
|
Six Months Ended
|
|
|
||||||||
|
June 30, 2018
|
|
June 30, 2017
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
65,174
|
|
|
$
|
98,426
|
|
|
$
|
(33,252
|
)
|
Net cash used in investing activities
|
(32,586
|
)
|
|
(15,974
|
)
|
|
(16,612
|
)
|
|||
Net cash used in financing activities
|
(179,694
|
)
|
|
(19,928
|
)
|
|
(159,766
|
)
|
Period
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||||
|
|
(in thousands, except share and per share data)
|
||||||||||||
April 1, 2018 - April 30, 2018
|
|
1,024,400
|
|
|
$
|
36.60
|
|
|
1,024,400
|
|
|
$
|
175,015
|
|
May 1, 2018 - May 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
175,015
|
|
June 1, 2018 - June 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
175,015
|
|
|
|
1,024,400
|
|
|
|
|
1,024,400
|
|
|
|
|
|
|
Incorporated by Reference (Unless Otherwise Indicated)
|
|||
Exhibit Number
|
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
10.1
|
|
8-K
|
001-36730
|
10.1
|
May 7, 2018
|
|
10.2
|
|
8-K
|
001-36730
|
10.1
|
May 25, 2018
|
|
10.3
|
|
8-K
|
001-36730
|
10.2
|
May 25, 2018
|
|
10.4
|
|
8-K
|
001-36730
|
10.1
|
June 29, 2018
|
|
10.5
|
|
8-K
|
001-36730
|
10.2
|
June 29, 2018
|
|
10.6
|
|
—
|
—
|
—
|
Filed herewith
|
|
31.1
|
|
—
|
—
|
—
|
Filed herewith
|
|
31.2
|
|
—
|
—
|
—
|
Filed herewith
|
|
32.1
|
|
—
|
—
|
—
|
Furnished herewith
|
|
32.2
|
|
—
|
—
|
—
|
Furnished herewith
|
|
101.INS
|
|
XBRL Instance Document.
|
—
|
—
|
—
|
Filed herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
—
|
—
|
—
|
Filed herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
101.PRE
|
|
Taxonomy Extension Presentation Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
|
|
|
|
|
SYNEOS HEALTH, INC.
|
|
|
|
Date: August 1, 2018
|
|
/s/ Jason Meggs
|
|
|
Jason Meggs
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
|
Incorporated by Reference (Unless Otherwise Indicated)
|
|||
Exhibit Number
|
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
10.1
|
|
Amendment No. 1 to the Credit Agreement, dated as of May 4, 2018, among Syneos Health, Inc., the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and each of the other parties thereto.
|
8-K
|
001-36730
|
10.1
|
May 7, 2018
|
10.2
|
|
Syneos Health, Inc. 2018 Equity Incentive Plan.
|
8-K
|
001-36730
|
10.1
|
May 25, 2018
|
10.3
|
|
Syneos Health, Inc. 2016 Employee Stock Purchase Plan (as Amended and Restated).
|
8-K
|
001-36730
|
10.2
|
May 25, 2018
|
10.4
|
|
Receivables Financing Agreement dated June 29, 2018 among Syneos Health Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, INC Research, LLC, as initial servicer, PNC Capital Markets LLC, as structuring agent and the additional persons from time to time party thereto, as lenders.
|
8-K
|
001-36730
|
10.1
|
June 29, 2018
|
10.5
|
|
Purchase and Sale Agreement dated June 29, 2018 among various entities listed on Schedule I thereto, as originators, INC Research, LLC, as servicer, and Syneos Health Receivables LLC, as buyer.
|
8-K
|
001-36730
|
10.2
|
June 29, 2018
|
10.6
|
|
First Amendment to the Receivables Financing Agreement, dated August 1, 2018 among Syneos Health Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent and as lender and INC Research, LLC, as initial servicer.
|
—
|
—
|
—
|
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 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 Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
—
|
—
|
—
|
Furnished herewith
|
101.INS
|
|
XBRL Instance Document.
|
—
|
—
|
—
|
Filed herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
—
|
—
|
—
|
Filed herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
101.PRE
|
|
Taxonomy Extension Presentation Linkbase Document.
|
—
|
—
|
—
|
Filed herewith
|
(i)
|
SYNEOS HEALTH RECEIVABLES LLC, as Borrower;
|
(ii)
|
INC RESEARCH, LLC, as initial Servicer; and
|
(iii)
|
PNC BANK, NATIONAL ASSOCIATION (“
PNC
”), as Administrative Agent and as Lender.
|
|
SYNEOS HEALTH RECEIVABLES LLC
By: /s/ Thomas E. Zajkowski Name: Thomas E. Zajkowski Title: President |
|
|
|
|
|
|
|
INC RESEARCH, LLC,
as the Servicer
By: /s/ Jason Meggs Name: Jason Meggs Title: Chief Financial Officer |
|
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent By: /s/ Eric Bruno Name: Eric Bruno Title: Senior Vice President |
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Lender By: /s/ Eric Bruno Name: Eric Bruno Title: Senior Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Alistair Macdonald
|
Alistair Macdonald
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Jason Meggs
|
Jason Meggs
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
/s/ Alistair Macdonald
|
Alistair Macdonald
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Jason Meggs
|
Jason Meggs
|
Chief Financial Officer
|
(Principal Financial Officer)
|