Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SYNEOS HEALTH, INC. | |
Entity Central Index Key | 0001610950 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 102,904,024 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-36730 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3403111 | |
Entity Address, Address Line One | 1030 Sync Street | |
Entity Address, City or Town | Morrisville | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27560-5468 | |
City Area Code | 919 | |
Local Phone Number | 876-9300 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | SYNH | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,336,223 | $ 1,348,230 | $ 4,033,215 | $ 3,839,586 |
Costs and operating expenses: | ||||
Direct costs (exclusive of depreciation and amortization) | 1,017,784 | 1,031,887 | 3,097,113 | 2,969,718 |
Selling, general, and administrative expenses | 130,355 | 139,524 | 409,561 | 421,507 |
Restructuring and other costs | 8,727 | 7,209 | 33,267 | 18,403 |
Depreciation | 21,797 | 17,680 | 63,617 | 54,285 |
Amortization | 39,717 | 38,574 | 121,320 | 117,618 |
Total operating expenses | 1,218,380 | 1,234,874 | 3,724,878 | 3,581,531 |
Income from operations | 117,843 | 113,356 | 308,337 | 258,055 |
Total other expense, net: | ||||
Interest income | (303) | 76 | (342) | 5 |
Interest expense | 22,131 | 16,698 | 55,998 | 62,645 |
Loss on extinguishment of debt | 67 | 67 | 2,802 | |
Other income, net | (20,737) | (3,827) | (21,247) | (5,856) |
Total other expense, net | 1,158 | 12,947 | 34,476 | 59,596 |
Income before provision for income taxes | 116,685 | 100,409 | 273,861 | 198,459 |
Income tax expense | 29,636 | 22,166 | 62,892 | 39,587 |
Net income | $ 87,049 | $ 78,243 | $ 210,969 | $ 158,872 |
Earnings per share: | ||||
Basic (USD per share) | $ 0.85 | $ 0.76 | $ 2.05 | $ 1.53 |
Diluted (USD per share) | $ 0.84 | $ 0.75 | $ 2.04 | $ 1.51 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 102,731 | 103,562 | 102,997 | 103,924 |
Diluted (in shares) | 103,206 | 104,785 | 103,563 | 105,087 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 87,049 | $ 78,243 | $ 210,969 | $ 158,872 |
Unrealized gain on derivative instruments, net of income tax expense of $0, $317, $0, $3,926, respectively | (360) | 936 | 13,808 | 11,581 |
Foreign currency translation adjustments, net of income tax expense (benefit) of $0, $(1,102), $0, $(1,260), respectively | (85,511) | (23,687) | (172,723) | (19,172) |
Comprehensive income | $ 1,178 | $ 55,492 | $ 52,054 | $ 151,281 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Income tax expense related to unrealized gain on derivative instruments recorded in other comprehensive loss | $ (128) | $ 317 | $ 4,899 | $ 3,926 |
Other comprehensive income (loss), foreign currency translation adjustment, tax | $ 200 | $ (1,102) | $ (766) | $ (1,260) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 170,100 | $ 106,475 |
Accounts receivable and unbilled services, net | 1,647,461 | 1,524,890 |
Prepaid expenses and other current assets | 145,645 | 135,091 |
Total current assets | 1,963,206 | 1,766,456 |
Property and equipment, net | 255,749 | 222,657 |
Operating lease right-of-use assets | 185,727 | 209,408 |
Goodwill | 4,850,457 | 4,956,015 |
Intangible assets, net | 710,637 | 854,067 |
Deferred income tax assets | 30,622 | 35,387 |
Other long-term assets | 201,385 | 193,103 |
Total assets | 8,197,783 | 8,237,093 |
Current liabilities: | ||
Accounts payable | 118,952 | 107,535 |
Accrued expenses | 653,199 | 614,441 |
Deferred revenue | 885,013 | 868,455 |
Current portion of operating lease obligations | 41,123 | 43,058 |
Current portion of finance lease obligations | 25,053 | 20,627 |
Total current liabilities | 1,723,340 | 1,654,116 |
Long-term debt | 2,752,470 | 2,775,721 |
Operating lease long-term obligations | 180,169 | 205,798 |
Finance lease long-term obligations | 50,463 | 34,181 |
Deferred income tax liabilities | 82,284 | 78,062 |
Other long-term liabilities | 54,996 | 76,660 |
Total liabilities | 4,843,722 | 4,824,538 |
Commitments and contingencies (Note 16) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; 30,000 shares authorized, 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Common stock, $0.01 par value; 600,000 shares authorized, 102,895 and 103,764 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 1,029 | 1,038 |
Additional paid-in capital | 3,449,399 | 3,474,088 |
Accumulated other comprehensive loss, net of taxes | (208,533) | (49,618) |
Retained earnings (accumulated deficit) | 112,166 | (12,953) |
Total shareholders’ equity | 3,354,061 | 3,412,555 |
Total liabilities and shareholders’ equity | $ 8,197,783 | $ 8,237,093 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock shares authorized (in shares) | 30,000 | 30,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 600,000 | 600,000 |
Common stock shares issued (in shares) | 102,895 | 103,764 |
Common stock shares outstanding (in shares) | 102,895 | 103,764 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 210,969 | $ 158,872 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 184,937 | 171,903 |
Share-based compensation | 46,499 | 48,891 |
Recovery from doubtful accounts | 179 | 51 |
Provision for (benefit from) deferred income taxes | 8,797 | (21,324) |
Foreign currency transaction adjustments | (30,445) | (6,320) |
Fair value adjustment of contingent obligations | 0 | (597) |
Loss on extinguishment of debt | 67 | 2,802 |
Other non-cash items | (8,219) | 6,657 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, unbilled services, and deferred revenue | (137,124) | (154,162) |
Accounts payable and accrued expenses | 74,466 | 99,417 |
Other assets and liabilities | (46,962) | (41,891) |
Net cash provided by operating activities | 303,164 | 264,299 |
Cash flows from investing activities: | ||
Payments related to acquisitions of businesses, net of cash acquired | (4,484) | (226,347) |
Proceeds from notes receivables from divestiture | 0 | 5,000 |
Purchases of property and equipment | (69,833) | (29,917) |
Investments in unconsolidated affiliates | (5,230) | (5,074) |
Loan to unconsolidated affiliate | 0 | (3,844) |
Net cash used in investing activities | (79,547) | (260,182) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt, net of discount | 0 | 494,505 |
Payments of debt financing costs | 0 | (544) |
Repayments of long-term debt | (25,000) | (602,277) |
Proceeds from accounts receivable financing agreement | 0 | 65,000 |
Proceeds from revolving line of credit | 130,000 | 30,000 |
Repayments of revolving line of credit | (130,000) | 0 |
Payments of contingent consideration related to acquisitions | (3,082) | (7,197) |
Payments of finance leases | (4,379) | (12,748) |
Payments for repurchases of common stock | (149,961) | (117,521) |
Proceeds from exercises of stock options | 23,568 | 26,223 |
Payments related to tax withholdings for share-based compensation | (30,633) | (30,924) |
Net cash used in financing activities | (189,487) | (155,483) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 29,495 | 1,728 |
Net change in cash, cash equivalents, and restricted cash | 63,625 | (149,638) |
Cash, cash equivalents, and restricted cash - beginning of period | 106,475 | 272,173 |
Cash, cash equivalents, and restricted cash - end of period | $ 170,100 | $ 122,535 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained earnings (accumulated Deficit) |
Balance at beginning of period at Dec. 31, 2020 | $ 3,242,112,000 | $ 1,039,000 | $ 3,461,747,000 | $ (40,801,000) | $ (179,873,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Repurchases of common stock | (15,000) | (49,595,000) | (67,911,000) | ||
Issuances of common stock | 13,000 | (4,665,000) | |||
Share-based compensation | 48,891,000 | ||||
Unrealized gain on derivative instruments, net of taxes | 11,581,000 | ||||
Foreign currency translation adjustment, net of taxes | (19,172,000) | (19,172,000) | |||
Net income | 158,872,000 | 158,872,000 | |||
Balance at end of period at Sep. 30, 2021 | 3,320,111,000 | 1,037,000 | 3,456,378,000 | (48,392,000) | (88,912,000) |
Balance at beginning of period at Jun. 30, 2021 | 3,238,614,000 | 1,035,000 | 3,430,375,000 | (25,641,000) | (167,155,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuances of common stock | 2,000 | 10,904,000 | |||
Share-based compensation | 15,099,000 | ||||
Unrealized gain on derivative instruments, net of taxes | 936,000 | ||||
Foreign currency translation adjustment, net of taxes | (23,687,000) | (23,687,000) | |||
Net income | 78,243,000 | 78,243,000 | |||
Balance at end of period at Sep. 30, 2021 | 3,320,111,000 | 1,037,000 | 3,456,378,000 | (48,392,000) | (88,912,000) |
Balance at beginning of period at Dec. 31, 2021 | 3,412,555,000 | 1,038,000 | 3,474,088,000 | (49,618,000) | (12,953,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Repurchases of common stock | (19) | (64,092) | (85,850) | ||
Issuances of common stock | 10 | (7,096) | |||
Share-based compensation | 46,499 | ||||
Unrealized gain on derivative instruments, net of taxes | 13,808 | ||||
Foreign currency translation adjustment, net of taxes | (172,723,000) | (172,723) | |||
Net income | 210,969,000 | 210,969 | |||
Balance at end of period at Sep. 30, 2022 | 3,354,061,000 | 1,029,000 | 3,449,399,000 | (208,533,000) | 112,166,000 |
Balance at beginning of period at Jun. 30, 2022 | 3,329,065,000 | 1,026,000 | 3,425,584,000 | (122,662,000) | 25,117,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuances of common stock | 3 | 10,840 | |||
Share-based compensation | 12,975 | ||||
Unrealized gain on derivative instruments, net of taxes | (360) | ||||
Foreign currency translation adjustment, net of taxes | (85,511,000) | (85,511) | |||
Net income | 87,049,000 | 87,049 | |||
Balance at end of period at Sep. 30, 2022 | $ 3,354,061,000 | $ 1,029,000 | $ 3,449,399,000 | $ (208,533,000) | $ 112,166,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Nature of Operations Syneos Health, Inc. (the “Company”) is a global provider of end-to-end biopharmaceutical outsourcing solutions. The Company operates under two reportable segments, Clinical Solutions and Commercial Solutions, and derives its revenue through a suite of services designed to enhance its customers’ ability to successfully develop, launch, and market their products. The Company offers its solutions on both a standalone and integrated basis with biopharmaceutical development and commercialization services ranging from Phase I to IV clinical trial services to services associated with the commercialization of biopharmaceutical products. The Company’s customers include small, mid-sized, and large companies in the pharmaceutical, biotechnology, and medical device industries. Unaudited Interim Financial Information The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), filed with the Securities and Exchange Commission on February 17, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other future period. The unaudited condensed consolidated balance sheet as of December 31, 2021 is derived from the amounts in the audited consolidated balance sheet included in the 2021 Form 10-K. Reclassification Certain previously reported amounts have been reclassified to conform to the current year presentation. Macroeconomic Environment The Company’s business and operations have been and are expected to continue to be impacted by various risks and uncertainties, including but not limited to, the broad effects of the current macroeconomic environment on the global economy and major financial markets, including interest rate increases, inflation, and the ongoing COVID-19 pandemic, as well as other risks detailed in Part I, Item 1A, “Risk Factors” in the 2021 Form 10-K and Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q. |
Financial Statement Details
Financial Statement Details | 9 Months Ended |
Sep. 30, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Financial Statement Details | 2. Financial Statement Details Cash, Cash Equivalents, and Restricted Cash Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets. The Company’s net cash pool position consisted of the following (in thousands): September 30, 2022 December 31, 2021 Gross cash position $ 194,166 $ 179,160 Less: cash borrowings ( 194,713 ) ( 167,507 ) Net cash position $ ( 547 ) $ 11,653 The net cash position as of September 30, 2022 is negative due to the foreign exchange rate differential. Accounts Receivable and Unbilled Services, net Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following (in thousands): September 30, 2022 December 31, 2021 Accounts receivable billed $ 917,436 $ 873,265 Accounts receivable unbilled 240,501 241,799 Contract assets 497,334 417,411 Less: Allowance for doubtful accounts ( 7,810 ) ( 7,585 ) Accounts receivable and unbilled services, net $ 1,647,461 $ 1,524,890 Accounts Receivable Factoring Arrangement The Company has an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, at its option, without recourse, to an unrelated third-party financial institution for cash. For the nine months ended September 30, 2022 and 2021, the Company factored $ 94.7 million and $ 97.5 million, respectively, of trade accounts receivable on a non-recourse basis and received $ 94.2 million and $ 97.4 million, respectively, in cash proceeds from the sale. The fees associated with thes e transactions were insignificant. Goodwill The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2022 were as follows (in thousands): Clinical Commercial Total Balance as of December 31, 2021 $ 3,448,699 $ 1,507,316 $ 4,956,015 Acquisitions (b) 1,903 2,924 4,827 Impact of foreign currency translation ( 79,351 ) ( 31,034 ) ( 110,385 ) Balance as of September 30, 2022 $ 3,371,251 $ 1,479,206 $ 4,850,457 (a) No impairment of goodwill was recorded for the nine months ended September 30, 2022 . (b) Amount represents goodwill recognized in connection with insignificant acquisitions and measurement period adjustments in connection with insignificant 2021 acquisitions during the nine months ended September 30, 2022 . Accumulated Other Comprehensive Loss, Net of Taxes Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Beginning balance $ ( 122,662 ) $ ( 25,641 ) $ ( 49,618 ) $ ( 40,801 ) Derivative instruments: Beginning balance 11,547 ( 8,116 ) ( 2,621 ) ( 18,761 ) Other comprehensive income (loss) before reclassifications 2,840 ( 489 ) 16,279 ( 205 ) Reclassification adjustments ( 3,200 ) 1,425 ( 2,471 ) 11,786 Ending balance 11,187 ( 7,180 ) 11,187 ( 7,180 ) Foreign currency translation: Beginning balance ( 134,209 ) ( 17,525 ) ( 46,997 ) ( 22,040 ) Other comprehensive loss before reclassifications ( 85,511 ) ( 23,687 ) ( 172,723 ) ( 19,172 ) Ending balance ( 219,720 ) ( 41,212 ) ( 219,720 ) ( 41,212 ) Accumulated other comprehensive loss, net of taxes $ ( 208,533 ) $ ( 48,392 ) $ ( 208,533 ) $ ( 48,392 ) Changes in accumulated other comprehensive loss consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Unrealized (loss) gain on derivative instruments: Unrealized gain (loss) during period, before taxes $ 3,848 $ ( 655 ) $ 22,055 $ ( 275 ) Income tax expense (benefit) 1,008 ( 166 ) 5,776 ( 70 ) Unrealized gain (loss) during period, net of taxes 2,840 ( 489 ) 16,279 ( 205 ) Reclassification adjustment, before taxes ( 4,336 ) 1,908 ( 3,348 ) 15,782 Income tax (benefit) expense ( 1,136 ) 483 ( 877 ) 3,996 Reclassification adjustment, net of taxes ( 3,200 ) 1,425 ( 2,471 ) 11,786 Total unrealized (loss) gain on derivative instruments, net of taxes ( 360 ) 936 13,808 11,581 Foreign currency translation adjustment: Foreign currency translation adjustment, before taxes ( 85,311 ) ( 24,789 ) ( 173,489 ) ( 20,432 ) Income tax expense (benefit) 200 ( 1,102 ) ( 766 ) ( 1,260 ) Foreign currency translation adjustment, net of taxes ( 85,511 ) ( 23,687 ) ( 172,723 ) ( 19,172 ) Total other comprehensive loss, net of taxes $ ( 85,871 ) $ ( 22,751 ) $ ( 158,915 ) $ ( 7,591 ) Other Income, Net Other income, net consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net realized foreign currency (gain) loss $ ( 1,417 ) $ 1,861 $ 5,837 $ 3,623 Net unrealized foreign currency gain ( 21,376 ) ( 2,757 ) ( 30,445 ) ( 6,320 ) Equity investment loss (income) 1,000 — 1,000 ( 1,100 ) Other, net 1,056 ( 2,931 ) 2,361 ( 2,059 ) Total other income, net $ ( 20,737 ) $ ( 3,827 ) $ ( 21,247 ) $ ( 5,856 ) |
Acquisitions, Divestitures, and
Acquisitions, Divestitures, and Investments | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Investments and Divestitures | 3. Divestitures and Investments Divestitures During the second quarter of 2020, the Company sold its contingent staffing business to a related party in exchange for potential future cash consideration not to exceed $ 4.0 million. Based on the financial results of the business through May 31, 2022 and 2021, the Company recognized $ 2.2 million and $ 1.8 million of contingent consideration in other expense, net in the accompanying condensed consolidated statements of income during the second quarter of 2022 and 2021, respectively, which reflects the maximum amount of future cash consideration. Investments During 2020, the Company made a non-cash investment of $ 27.3 million to acquire certain intellectual property rights from a customer in lieu of cash payment for services rendered. During the second quarter of 2021, the Company exchanged the intellectual property for an equity method investment in an unconsolidated variable interest entity. The Company provided the entity with $ 3.8 million in cash, in the form of a loan, during the third quarter of 2021. Based on the hypothetical liquidation book value of its investment as of September 30, 2022 and 2021, the Company recognized $ 0.7 million and $ 3.0 million of losses during the three and nine months ended September 30, 2022 , respectively, and $ 1.2 million and $ 4.0 million of losses during the three and nine months ended September 30, 2021, respectively, to other expense, net in the accompanying condensed and consolidated statements of income. As of September 30, 2022 and December 31, 2021, the book value of the Company’s investment was $ 10.2 million and $ 16.2 million, respectively, and was included in other long-term assets in the accompanying condensed consolidated balance sheets, with a maximum exposure to loss of approximately $ 13.7 million as of September 30, 2022 , which includes funding of the loan. |
Long-Term Debt Obligations
Long-Term Debt Obligations | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Obligations | 4. Long-Term Debt Obligations The Company’s debt obligations consisted of the following (in thousands): September 30, 2022 December 31, 2021 Secured Debt Term Loan A - tranche one due March 2024 $ 145,926 $ 149,195 Term Loan A - tranche two due August 2024 1,615,067 1,636,797 Accounts receivable financing agreement due October 2024 400,000 400,000 Total secured debt 2,160,993 2,185,992 Unsecured Debt Senior notes due January 2029 (the “Notes”) 600,000 600,000 Total debt obligations 2,760,993 2,785,992 Less: Term loan original issuance discount ( 1,564 ) ( 2,228 ) Less: Unamortized deferred issuance costs ( 6,959 ) ( 8,043 ) Total long-term debt $ 2,752,470 $ 2,775,721 Credit Agreement The Company is party to a credit agreement (as amended, the “Credit Agreement”) that includes a Term Loan A facility (“Term Loan A”) that has two tranches (as detailed in the table above), and a $ 600.0 million revolving credit facility that matures on August 1, 2024 (the “Revolver”). During the three months ended September 30, 2022, the Company made $ 25.0 million of voluntary prepayments against Term Loan A that were applied to future mandatory principal payments due. As a result of these and previous voluntary prepayments, the Company is not required to make a mandatory payment against the principal balance of Term Loan A until January 2024. In connection with these prepayments, the Company recorded a $ 0.1 million loss on extinguishment of debt during the three months ended September 30, 2022. As of September 30, 2022 , the interest rate on Term Loan A was 4.37 %. Revolver and Letters of Credit The Revolver includes letters of credit (“LOCs”) with a sublimit of $ 150.0 million . As of September 30, 2022, there were no outstanding Revolver borrowings and $ 13.9 million of LOCs outstanding, leaving $ 586.1 million of available borrowings under the Revolver, including $ 136.1 million available for LOCs. The Notes The Notes bear interest at a rate of 3.625% per annum, payable semi-annually in arrears that began on July 15, 2021, and will mature on January 15, 2029 . Accounts Receivable Financing Agreement The Company has an accounts receivable financing agreement (as amended) with a termination date of October 2024, unless terminated earlier pursuant to its terms. As of September 30, 2022, the Company had $ 400.0 million of outstanding borrowings under this agreement, which were recorded in long-term debt on the accompanying condensed consolidated balance sheet. There was no remaining borrowing capacity available under this agreement as of September 30, 2022. As of September 30, 2022 , the interest rate on the accounts receivable financing agreement was 4.06 %. On October 3, 2022, the Company amended its accounts receivable financing agreement to increase the amount it can borrow from $ 400.0 million to $ 550.0 million, and drew down the additional $ 150.0 million. At the same time, the Company made voluntary prepayments on its Term Loan A totaling $ 150.0 million; therefore, there was no incremental impact on the Company’s debt balance. Maturities of Debt Obligations As of September 30, 2022, the contractual maturities of the Company’s debt obligations (excluding finance leases) were as follows (in thousands): Principal Remainder of 2022 $ — 2023 — 2024 2,160,993 2025 — 2026 — 2027 and thereafter 600,000 Less: Term loan original issuance discount ( 1,564 ) Less: Unamortized deferred issuance costs ( 6,959 ) Total $ 2,752,470 |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | 5. Derivatives Interest Rate Swaps The Company has entered into various interest rate swaps to mitigate its exposure to changes in interest rates on its variable rate debt. In March 2020, the Company entered into interest rate swaps with multiple counterparties. The interest rate swaps had an initial aggregate notional value of $ 549.2 million that increased to $ 1.42 billion on June 30, 2021, an effective date of March 31, 2020, and will expire on March 31, 2023. As of September 30, 2022, the notional value of these interest rate swaps was $ 1.03 billion . Foreign Exchange Forward On October 30, 2020, the Company entered into a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or losses on non-functional currency monetary balances. The foreign exchange forward notional value may be adjusted each month as the exposure balance changes. The Company did not designate the derivative as a hedge. All changes in the fair value of the foreign exchange forward are recorded in earnings every month to other (income) expense, net in the accompanying condensed consolidated statements of income. The Company recognized $ 2.6 million and $ 10.0 million of realized losses during the three and nine months ended September 30, 2022 , respectively, and $ 2.0 million and $ 0.5 million of realized losses during the three and nine months ended September 30, 2021 , respectively, related to this foreign exchange forward. As of September 30, 2022, the notional value was zero as the Company discontinued the use of this foreign exchange forward during the three months ended September 30, 2022. Fair Values The fair values of the Company’s derivative financial instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded were as follows (in thousands): Balance Sheet Classification September 30, 2022 December 31, 2021 Interest rate swaps - current Prepaid expenses and other current assets $ 17,829 $ — Interest rate swaps - non-current Other long-term assets — 948 Fair value of derivative assets $ 17,829 $ 948 Interest rate swaps - current Accrued expenses $ — $ 1,827 Fair value of derivative liabilities $ — $ 1,827 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Assets and Liabilities Carried at Fair Value As of September 30, 2022 and December 31, 2021, the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, trading securities, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, contingent obligations, liabilities under the accounts receivable financing agreement, and derivative instruments. The fair values of cash and cash equivalents, restricted cash, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, and the liabilities under the accounts receivable financing agreement approximate their respective carrying amounts because of the liquidity and short-term nature of these financial instruments. Financial Instruments Subject to Recurring Fair Value Measurements As of September 30, 2022, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Total Assets: Trading securities (a) $ 19,347 $ — $ — $ — $ 19,347 Partnership interests (b) — — — 12,906 12,906 Derivative instruments (c) — 17,829 — — 17,829 Total assets $ 19,347 $ 17,829 $ — $ 12,906 $ 50,082 Liabilities: Contingent obligations related to acquisitions (d) $ — $ — $ 16,100 $ — $ 16,100 Total liabilities $ — $ — $ 16,100 $ — $ 16,100 As of December 31, 2021, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Total Assets: Trading securities (a) $ 24,775 $ — $ — $ — $ 24,775 Partnership interests (b) — — — 11,176 11,176 Derivative instruments (c) — 948 — — 948 Total assets $ 24,775 $ 948 $ — $ 11,176 $ 36,899 Liabilities: Derivative instruments (c) $ — $ 1,827 $ — $ — $ 1,827 Contingent obligations related to acquisitions (d) — — 17,997 — 17,997 Total liabilities $ — $ 1,827 $ 17,997 $ — $ 19,824 (a) Represents the fair value of investments in mutual funds based on quoted market prices that are used to fund the liability associated with the Company’s deferred compensation plan. (b) The Company has committed to invest $ 21.5 million as a limited partner in two private equity funds. The private equity funds invest in opportunities in the healthcare and life sciences industry. As of September 30, 2022 , the Company’s remaining unfunded commitment in the private equity funds was $ 9.7 million. The Company holds minor ownership interests (less than 3 %) in each of the private equity funds and has determined that it does not exercise significant influence over the private equity funds’ operating and finance activities. As the private equity funds do not have readily determinable fair values, the Company has estimated the fair values using each fund’s Net Asset Value, the amount by which the value of all assets exceeds all debt and liabilities, in accordance with Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies . (c) Represents the fair value of interest rate swap arrangements (see “Note 5 – Derivatives” for further information). (d) Represents the fair value of contingent consideration obligations related to acquisitions. The fair values of these liabilities are determined based on the Company’s best estimate of the probable timing and amount of settlement. The following table presents a reconciliation of changes in the carrying amount of contingent obligations classified as Level 3 for the nine months ended September 30, 2022 (in thousands): Balance as of December 31, 2021 $ 17,997 Additions (a) 1,500 Changes in fair value recognized in earnings ( 315 ) Payments (b) ( 3,082 ) Balance as of September 30, 2022 $ 16,100 (a) Represents obligations in connection with an insignificant acquisition completed during the three months ended September 30, 2022. (b) The Company made payments to fully settle the obligations in connection with the insignificant acquisition completed during the third quarter of 2021. During the nine months ended September 30, 2022 , there were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 fair value measurements. Financial Instruments Subject to Non-Recurring Fair Value Measurements Certain assets, including goodwill and identifiable intangible assets, are carried on the accompanying condensed consolidated balance sheets at cost and, subsequent to initial recognition, are measured at fair value on a non-recurring basis when certain identified events or changes in circumstances that may have a significant adverse effect on the carrying values of these assets occur. These assets are classified as Level 3 fair value measurements within the fair value hierarchy. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate a triggering event has occurred. Intangible assets are tested for impairment upon the occurrence of certain triggering events. As of September 30, 2022 and December 31, 2021, assets carried on the condensed consolidated balance sheets and not remeasured to fair value on a recurring basis totaled $ 5.57 billion and $ 5.83 billion , respectively. Fair Value Disclosures for Financial Instruments Not Carried at Fair Value The estimated fair values of the term loan (based on tranche) and the Notes are determined based on the price that the Company would have had to pay to settle the liabilities. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair values of the Company’s term loan (based on tranche) and the Notes were as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Term Loan A - tranche one due March 2024 $ 145,797 $ 143,737 $ 149,008 $ 148,945 Term Loan A - tranche two due August 2024 1,613,632 1,590,841 1,634,756 1,635,138 Senior notes due January 2029 600,000 486,000 600,000 595,500 (a) The carrying value of the term loan debt is shown net of original issue discounts. |
Restructuring and Other Costs
Restructuring and Other Costs | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Costs | 7. Restructuring and Other Costs During the three and nine months ended September 30, 2022 and 2021, the Company incurred employee severance and benefit costs, facility and lease termination costs, and other costs related to its restructuring activities. These costs were primarily related to the Company’s ForwardBound margin enhancement initiative. We expect to continue to incur costs related to the restructuring of our operations during 2022 and beyond as we continue the ongoing evaluations of our global workforce and facilities infrastructure needs and in light of changing market conditions and customer requirements. Restructuring and other costs consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Employee severance and benefit costs $ 7,402 $ 3,438 $ 24,590 $ 11,815 Facility and lease termination costs 1,325 3,760 4,677 6,530 Other costs — 11 4,000 58 Total restructuring and other costs $ 8,727 $ 7,209 $ 33,267 $ 18,403 Accrued Restructuring Liabilities The following table summarizes activity related to employee severance and benefit costs within accrued restructuring liabilities for the nine months ended September 30, 2022 (in thousands): Balance as of December 31, 2021 $ 6,657 Expenses incurred (a) 24,590 Payments ( 18,443 ) Balance as of September 30, 2022 $ 12,804 (a) The amount of expenses incurred for the nine months ended September 30, 2022 excludes $ 4.0 million of other costs that are included in accounts payable and $ 4.7 million of facility lease closure and lease termination costs that are reflected as reductions of operating lease right-of-use assets, current portion of operating lease obligations, and operating lease long-term obligations under ASC Topic 842, Leases, on the accompanying condensed consolidated balance sheet. The Company expects the employee severance and benefit costs accrued as of September 30, 2022 will be paid within the next twelve months and are included within accrued expenses on the accompanying condensed consolidated balance sheet |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 8. Shareholders’ Equity Shares Outstanding Shares of common stock outstanding were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Common stock shares, beginning balance 102,647 103,473 103,764 103,935 Repurchases of common stock — — ( 1,929 ) ( 1,500 ) Issuances of common stock 248 215 1,060 1,253 Common stock shares, ending balance 102,895 103,688 102,895 103,688 Stock Repurchase Programs On November 17, 2020, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $ 300.0 million of the Company’s Class A common stock, par value $ 0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades, or through privately negotiated transactions through December 31, 2022 (the “2021 Stock Repurchase Program”). The 2021 Stock Repurchase Program took effect on January 1, 2021. On May 25, 2022, the Board approved a new stock repurchase program (the “2022 Stock Repurchase Program”) that took effect immediately and replaced the 2021 Stock Repurchase Program. The 2022 Stock Repurchase Program authorizes the Company to repurchase up to $ 350.0 million of the Company’s Class A common stock, par value $ 0.01 , and will expire on December 31, 2024. The 2022 Stock Repurchase Program does not obligate the Company to repurchase any particular amount of the Company’s common stock, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate cash requirements, and overall market conditions. The 2022 Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws and applicable Nasdaq rules. The Company may also repurchase shares of its common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law. During the three months ended September 30, 2022, there were no repurchases under the 2022 Stock Repurchase Program. The following table sets forth repurchase activity under the 2021 Stock Repurchase Program from inception through the program’s termination on May 25, 2022: Total number of Average price Approximate March 2021 600,000 $ 74.18 $ 44,505 May 2021 400,000 81.04 32,416 June 2021 500,000 81.20 40,600 February 2022 515,003 78.52 40,439 March 2022 1,413,920 77.46 109,522 Total 3,428,923 $ 267,482 The Company immediately retired all of the repurchased common stock and charged the par value of the shares to common stock. The excess of the repurchase price over the par value was applied on a pro rata basis against additional paid-in capital, with the remainder applied to retained earnings (accumulated deficit). As of September 30, 2022, the Company had remaining authorization to repurchase up to $ 350.0 million of shares of its common stock under the 2022 Stock Repurchase Program. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings Per Share The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations (in thousands, except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income $ 87,049 $ 78,243 $ 210,969 $ 158,872 Denominator: Basic weighted average common shares outstanding 102,731 103,562 102,997 103,924 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 475 1,223 566 1,163 Diluted weighted average common shares outstanding 103,206 104,785 103,563 105,087 Earnings per share: Basic $ 0.85 $ 0.76 $ 2.05 $ 1.53 Diluted $ 0.84 $ 0.75 $ 2.04 $ 1.51 Potential common shares outstanding that are considered anti-dilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock options and other awards under share-based compensation programs may be determined to be anti-dilutive based on the application of the treasury stock method. Potential common shares are also considered anti-dilutive in periods when the Company incurs a net loss. The number of potential shares outstanding that were anti-dilutive and therefore excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were 838,177 , 128,894 , 592,541 , and 146,339 for the three and nine months ended September 30, 2022 and 2021 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Income Tax Expense For the three and nine months ended September 30, 2022, the Company recorded income tax expense of $ 29.6 million and $ 62.9 million , respectively, compared to pre-tax income of $ 116.7 million and $ 273.9 million , respectively. Income tax expense for the three months ended September 30, 2022 included discrete tax expense of $ 3.1 million, primarily related to unrecognized tax benefits. Income tax expense for the nine months ended September 30, 2022 included net discrete tax benefits of $ 3.3 million, primarily related to excess tax benefits from share-based compensation partially offset by unrecognized tax benefits related to prior year tax positions. The effective tax rates for the three and nine months ended September 30, 2022 , excluding discrete items, varied from the United States (“U.S.”) federal statutory income tax rate of 21.0 % primarily due to state and local taxes on U.S. income, foreign income inclusions such as the Global Intangible Low-Taxed Income (“GILTI”) provisions, and foreign tax credits. For the three and nine months ended September 30, 2021, the Company recorded income tax expense of $ 22.2 million and $ 39.6 million , respectively, compared to pre-tax income of $ 100.4 million and $ 198.5 million , respectively. Income tax expense for the three and nine months ended September 30, 2021 included discrete tax benefits of $ 0.7 million and $ 6.5 million, respectively, primarily related to excess tax benefits from share-based compensation. The effective tax rates for the three and nine months ended September 30, 2021 , excluding discrete items, varied from the U.S. federal statutory income tax rate of 21.0 % primarily due to foreign tax credits, foreign income inclusions such as the GILTI provisions, and state and local taxes on U.S. income. Unrecognized Tax Benefits The Company’s gross unrecognized tax benefits, exclusive of associated interest and penalties, were $ 14.3 million and $ 12.1 million as of September 30, 2022 and December 31, 2021 , respectively. The increase of $ 2.2 million was primarily due to changes in prior year positions. The Company believes it is reasonably possible that its unrecognized tax benefits may decrease by approximately $ 1.3 million within the next 12 months as a result of lapses in statutes of limitations. Tax Returns under Audit The Company is not currently under any U.S. federal income tax audits, however, income tax returns are under examination by tax authorities in several state and foreign jurisdictions. The Company’s federal and state tax filings are open to investigations in numerous years due to net operating loss carryforwards. Additionally, the Company currently has an ongoing examination for tax years 2014 to 2020 in the United Kingdom. The United Kingdom is the jurisdiction with the Company’s largest foreign operations. The Company believes that its reserve for uncertain tax positions is adequate to cover existing risks or exposures related to all open tax years and jurisdictions. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contract with Customers | 11. Revenue from Contracts with Customers Unsatisfied Performance Obligations As of September 30, 2022, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with contract terms greater than one year and that are not accounted for as a series pursuant to ASC Topic 606, Revenue from Contracts with Customers and all the related amendments was $ 6.32 billion . This amount includes revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years . The amount of unsatisfied performance obligations is presented net of any constraints and, as a result, is lower than the potential contractual revenue. The contracts excluded due to constraints include contracts that do not commence within a certain period of time or that require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company’s control. Timing of Billing and Performance During the three and nine months ended September 30, 2022, the Company recognized approximately $ 363.8 million and $ 599.5 million , respectively, of revenue that was included in the deferred revenue balance at the beginning of the respective periods. During the three and nine months ended September 30, 2022, there were reductions of approximately $ 19.7 million and $ 1.0 million , respectively, in the Company’s revenue recognized related to performance obligations partially satisfied in previous periods. The gross and net amounts of revenue recognized solely from changes in estimates were not material. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company is managed through two reportable segments: Clinical Solutions and Commercial Solutions. Each reportable segment consists of multiple service offerings that, when combined, create a fully integrated biopharmaceutical services organization . Clinical Solutions offers comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phases I to IV of clinical development. The segment is organized around clinical pharmacology and bioanalytical services, workforce deployment, full-service clinical studies, real world evidence, and consulting. This segment offers individual services including product development and regulatory consulting, project management, protocol development, investigational site recruitment, clinical monitoring, technology-enabled patient recruitment and engagement, clinical home health services, clinical trial diversity, biometrics, and regulatory affairs; all across a comprehensive range of therapeutic areas. Commercial Solutions provides the pharmaceutical, biotechnology, and healthcare industries with commercialization services, including deployment solutions, communication solutions (public relations, advertising, and medical communications), and consulting services. The Company’s Chief Operating Decision Maker (the “CODM”) reviews segment performance and allocates resources based upon segment revenue and income from operations. Inter-segment revenue is eliminated from the segment reporting provided to the CODM and is not included in the segment revenue presented in the table below. Certain costs are not allocated to the Company’s reportable segments and are reported as general corporate expenses. These costs primarily consist of share-based compensation, general operating expenses associated with the Board and the Company’s senior leadership, finance, investor relations, and internal audit functions, and transaction and integration-related expenses. The Company does not allocate depreciation, amortization, asset impairment charges, or restructuring and other costs to its segments. Prior period segment results have been recast to conform to insignificant changes to management reporting in 2022. Additionally, the CODM reviews the Company’s assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources. Information about reportable segment operating results was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue: Clinical Solutions $ 1,003,253 $ 1,040,067 $ 3,047,338 $ 2,972,570 Commercial Solutions 332,970 308,163 985,877 867,016 Total revenue 1,336,223 1,348,230 4,033,215 3,839,586 Segment direct costs: Clinical Solutions 734,934 779,270 2,263,053 2,248,796 Commercial Solutions 274,714 244,201 809,257 695,284 Total segment direct costs 1,009,648 1,023,471 3,072,310 2,944,080 Segment selling, general, and administrative expenses: Clinical Solutions 88,823 87,907 267,588 264,742 Commercial Solutions 21,117 20,875 63,946 62,164 Total segment selling, general, and administrative expenses 109,940 108,782 331,534 326,906 Segment operating income: Clinical Solutions 179,496 172,890 516,697 459,032 Commercial Solutions 37,139 43,087 112,674 109,568 Total segment operating income 216,635 215,977 629,371 568,600 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 8,136 8,416 24,803 25,638 Share-based compensation included in selling, general, and administrative expenses 4,839 6,683 21,696 23,253 Corporate selling, general, and administrative expenses 15,576 24,059 56,331 71,348 Restructuring and other costs 8,727 7,209 33,267 18,403 Depreciation and amortization 61,514 56,254 184,937 171,903 Total income from operations $ 117,843 $ 113,356 $ 308,337 $ 258,055 |
Operations by Geographic Locati
Operations by Geographic Location | 9 Months Ended |
Sep. 30, 2022 | |
Segments Geographical Areas [Abstract] | |
Operations by Geographic Location | 13. Operations by Geographic Location The following table summarizes total revenue by geographic area (in thousands, all intercompany transactions have been eliminated): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue: North America (a) $ 816,378 $ 821,700 $ 2,404,672 $ 2,334,929 Europe, Middle East, and Africa 309,940 324,816 1,005,917 969,887 Asia-Pacific 173,204 159,078 506,972 429,768 Latin America 36,701 42,636 115,654 105,002 Total revenue $ 1,336,223 $ 1,348,230 $ 4,033,215 $ 3,839,586 (a) Revenue for the North America region includes revenue attributable to the U.S. of $ 766.0 million and $ 775.7 million , or 57.3 % and 57.5 % of total revenue, for the three months ended September 30, 2022 and 2021, respectively. Revenue for the North America region includes revenue attributable to the U.S. of $ 2,257.2 million and $ 2,192.4 million , or 56.0 % and 57.1 % of total revenue, for the nine months ended September 30, 2022 and 2021 , respectively. No other country represented more than 10% of total revenue for any period. The following table summarizes long-lived assets by geographic area (in thousands, all intercompany transactions have been eliminated): September 30, 2022 December 31, 2021 Property and equipment, net: North America (a) $ 196,637 $ 165,446 Europe, Middle East, and Africa 31,119 37,004 Asia-Pacific 20,488 13,615 Latin America 7,505 6,592 Total property and equipment, net $ 255,749 $ 222,657 (a) Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of $ 190.0 million and $ 160.0 million as of September 30, 2022 and December 31, 2021 , respectively. |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2022 | |
Risks And Uncertainties [Abstract] | |
Concentration of Credit Risk | 14. Concentration of Credit Risk Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable, and unbilled services (including contract assets). The Company’s cash and cash equivalents consist principally of cash and are maintained at several financial institutions with reputable credit ratings. The Company maintains cash depository accounts with several financial institutions worldwide and is exposed to credit risk related to the potential inability to access liquidity in financial institutions where its cash and cash equivalents are concentrated. The Company has not historically incurred any losses with respect to these balances and believes that they bear minimal credit risk. As of September 30, 2022 and December 31, 2021, substantially all of the Company’s cash and cash equivalents were held within the U.S. No single customer accounted for greater than 10 % of the Company’s revenue for the three and nine months ended September 30, 2022 or 2021. As of September 30, 2022 and December 31, 2021 , no single customer accounted for greater than 10 % of the Company’s accounts receivable and unbilled services (including contract assets) balances. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 15. Related-Party Transactions For the three and nine months ended September 30, 2022 , the Company had combined revenue of $ 3.4 million and $ 7.0 million, respectively, from six customers whose board of directors each included a member who was also a member of the Company’s Board. As of September 30, 2022 , the Company had combined receivables of $ 0.6 million from three customers whose board of directors included a member who was also a member of the Company’s Board. On February 8, 2022, the Company completed an insignificant acquisition, which was associated with the 2021 acquisition of RxDataScience, Inc., through an arm’s-length transaction. A member of the Company’s management was a minority shareholder of the acquired company. For additional information, refer to “Note 2 – Financial Statements Details – Goodwill.” For the three and nine months ended September 30, 2021 , the Company had combined revenue of $ 0.9 million and $ 2.8 million, respectively, and, as of September 30, 2021 , combined receivables of $ 1.5 million from two customers whose board of directors each included a member who was also a member of the Company’s Board. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Legal Proceedings In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than Vaitkuvienë v. Syneos Health, Inc., et al, No. 18-0029 (E.D.N.C.) (the “Vaitkuvienë action”), if decided adversely, is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. There have been no updates from the description of the Vaitkuvienë action included in “Note 17 – Commitments and Contingencies” to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2021 Form 10-K. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), filed with the Securities and Exchange Commission on February 17, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other future period. The unaudited condensed consolidated balance sheet as of December 31, 2021 is derived from the amounts in the audited consolidated balance sheet included in the 2021 Form 10-K. |
Reclassification | Reclassification Certain previously reported amounts have been reclassified to conform to the current year presentation. |
Revenue from Contracts with Customers | The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years . The amount of unsatisfied performance obligations is presented net of any constraints and, as a result, is lower than the potential contractual revenue. The contracts excluded due to constraints include contracts that do not commence within a certain period of time or that require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company’s control. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule Of Cash Pool Position | The Company’s net cash pool position consisted of the following (in thousands): September 30, 2022 December 31, 2021 Gross cash position $ 194,166 $ 179,160 Less: cash borrowings ( 194,713 ) ( 167,507 ) Net cash position $ ( 547 ) $ 11,653 The net cash position as of September 30, 2022 is negative due to the foreign exchange rate differential. |
Schedule of Billed Accounts Receivable, Net | Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following (in thousands): September 30, 2022 December 31, 2021 Accounts receivable billed $ 917,436 $ 873,265 Accounts receivable unbilled 240,501 241,799 Contract assets 497,334 417,411 Less: Allowance for doubtful accounts ( 7,810 ) ( 7,585 ) Accounts receivable and unbilled services, net $ 1,647,461 $ 1,524,890 |
Schedule of Goodwill | The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2022 were as follows (in thousands): Clinical Commercial Total Balance as of December 31, 2021 $ 3,448,699 $ 1,507,316 $ 4,956,015 Acquisitions (b) 1,903 2,924 4,827 Impact of foreign currency translation ( 79,351 ) ( 31,034 ) ( 110,385 ) Balance as of September 30, 2022 $ 3,371,251 $ 1,479,206 $ 4,850,457 (a) No impairment of goodwill was recorded for the nine months ended September 30, 2022 . (b) Amount represents goodwill recognized in connection with insignificant acquisitions and measurement period adjustments in connection with insignificant 2021 acquisitions during the nine months ended September 30, 2022 . |
Schedule of Accumulated Other Comprehensive Loss, Net of Tax | Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Beginning balance $ ( 122,662 ) $ ( 25,641 ) $ ( 49,618 ) $ ( 40,801 ) Derivative instruments: Beginning balance 11,547 ( 8,116 ) ( 2,621 ) ( 18,761 ) Other comprehensive income (loss) before reclassifications 2,840 ( 489 ) 16,279 ( 205 ) Reclassification adjustments ( 3,200 ) 1,425 ( 2,471 ) 11,786 Ending balance 11,187 ( 7,180 ) 11,187 ( 7,180 ) Foreign currency translation: Beginning balance ( 134,209 ) ( 17,525 ) ( 46,997 ) ( 22,040 ) Other comprehensive loss before reclassifications ( 85,511 ) ( 23,687 ) ( 172,723 ) ( 19,172 ) Ending balance ( 219,720 ) ( 41,212 ) ( 219,720 ) ( 41,212 ) Accumulated other comprehensive loss, net of taxes $ ( 208,533 ) $ ( 48,392 ) $ ( 208,533 ) $ ( 48,392 ) |
Reclassification out of Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive loss consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Unrealized (loss) gain on derivative instruments: Unrealized gain (loss) during period, before taxes $ 3,848 $ ( 655 ) $ 22,055 $ ( 275 ) Income tax expense (benefit) 1,008 ( 166 ) 5,776 ( 70 ) Unrealized gain (loss) during period, net of taxes 2,840 ( 489 ) 16,279 ( 205 ) Reclassification adjustment, before taxes ( 4,336 ) 1,908 ( 3,348 ) 15,782 Income tax (benefit) expense ( 1,136 ) 483 ( 877 ) 3,996 Reclassification adjustment, net of taxes ( 3,200 ) 1,425 ( 2,471 ) 11,786 Total unrealized (loss) gain on derivative instruments, net of taxes ( 360 ) 936 13,808 11,581 Foreign currency translation adjustment: Foreign currency translation adjustment, before taxes ( 85,311 ) ( 24,789 ) ( 173,489 ) ( 20,432 ) Income tax expense (benefit) 200 ( 1,102 ) ( 766 ) ( 1,260 ) Foreign currency translation adjustment, net of taxes ( 85,511 ) ( 23,687 ) ( 172,723 ) ( 19,172 ) Total other comprehensive loss, net of taxes $ ( 85,871 ) $ ( 22,751 ) $ ( 158,915 ) $ ( 7,591 ) |
Schedule of Other Expense (Income),Net | Other Income, Net Other income, net consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net realized foreign currency (gain) loss $ ( 1,417 ) $ 1,861 $ 5,837 $ 3,623 Net unrealized foreign currency gain ( 21,376 ) ( 2,757 ) ( 30,445 ) ( 6,320 ) Equity investment loss (income) 1,000 — 1,000 ( 1,100 ) Other, net 1,056 ( 2,931 ) 2,361 ( 2,059 ) Total other income, net $ ( 20,737 ) $ ( 3,827 ) $ ( 21,247 ) $ ( 5,856 ) |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consisted of the following (in thousands): September 30, 2022 December 31, 2021 Secured Debt Term Loan A - tranche one due March 2024 $ 145,926 $ 149,195 Term Loan A - tranche two due August 2024 1,615,067 1,636,797 Accounts receivable financing agreement due October 2024 400,000 400,000 Total secured debt 2,160,993 2,185,992 Unsecured Debt Senior notes due January 2029 (the “Notes”) 600,000 600,000 Total debt obligations 2,760,993 2,785,992 Less: Term loan original issuance discount ( 1,564 ) ( 2,228 ) Less: Unamortized deferred issuance costs ( 6,959 ) ( 8,043 ) Total long-term debt $ 2,752,470 $ 2,775,721 |
Contractual Maturities of Debt Obligations | As of September 30, 2022, the contractual maturities of the Company’s debt obligations (excluding finance leases) were as follows (in thousands): Principal Remainder of 2022 $ — 2023 — 2024 2,160,993 2025 — 2026 — 2027 and thereafter 600,000 Less: Term loan original issuance discount ( 1,564 ) Less: Unamortized deferred issuance costs ( 6,959 ) Total $ 2,752,470 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps Designated as Hedging Instruments on Consolidated Balance Sheets | The fair values of the Company’s derivative financial instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded were as follows (in thousands): Balance Sheet Classification September 30, 2022 December 31, 2021 Interest rate swaps - current Prepaid expenses and other current assets $ 17,829 $ — Interest rate swaps - non-current Other long-term assets — 948 Fair value of derivative assets $ 17,829 $ 948 Interest rate swaps - current Accrued expenses $ — $ 1,827 Fair value of derivative liabilities $ — $ 1,827 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of September 30, 2022, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Total Assets: Trading securities (a) $ 19,347 $ — $ — $ — $ 19,347 Partnership interests (b) — — — 12,906 12,906 Derivative instruments (c) — 17,829 — — 17,829 Total assets $ 19,347 $ 17,829 $ — $ 12,906 $ 50,082 Liabilities: Contingent obligations related to acquisitions (d) $ — $ — $ 16,100 $ — $ 16,100 Total liabilities $ — $ — $ 16,100 $ — $ 16,100 As of December 31, 2021, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Total Assets: Trading securities (a) $ 24,775 $ — $ — $ — $ 24,775 Partnership interests (b) — — — 11,176 11,176 Derivative instruments (c) — 948 — — 948 Total assets $ 24,775 $ 948 $ — $ 11,176 $ 36,899 Liabilities: Derivative instruments (c) $ — $ 1,827 $ — $ — $ 1,827 Contingent obligations related to acquisitions (d) — — 17,997 — 17,997 Total liabilities $ — $ 1,827 $ 17,997 $ — $ 19,824 (a) Represents the fair value of investments in mutual funds based on quoted market prices that are used to fund the liability associated with the Company’s deferred compensation plan. (b) The Company has committed to invest $ 21.5 million as a limited partner in two private equity funds. The private equity funds invest in opportunities in the healthcare and life sciences industry. As of September 30, 2022 , the Company’s remaining unfunded commitment in the private equity funds was $ 9.7 million. The Company holds minor ownership interests (less than 3 %) in each of the private equity funds and has determined that it does not exercise significant influence over the private equity funds’ operating and finance activities. As the private equity funds do not have readily determinable fair values, the Company has estimated the fair values using each fund’s Net Asset Value, the amount by which the value of all assets exceeds all debt and liabilities, in accordance with Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies . (c) Represents the fair value of interest rate swap arrangements (see “Note 5 – Derivatives” for further information). (d) Represents the fair value of contingent consideration obligations related to acquisitions. The fair values of these liabilities are determined based on the Company’s best estimate of the probable timing and amount of settlement. |
Reconciliation of Changes in the Carrying Amount of Contingent Consideration | The following table presents a reconciliation of changes in the carrying amount of contingent obligations classified as Level 3 for the nine months ended September 30, 2022 (in thousands): Balance as of December 31, 2021 $ 17,997 Additions (a) 1,500 Changes in fair value recognized in earnings ( 315 ) Payments (b) ( 3,082 ) Balance as of September 30, 2022 $ 16,100 (a) Represents obligations in connection with an insignificant acquisition completed during the three months ended September 30, 2022. (b) The Company made payments to fully settle the obligations in connection with the insignificant acquisition completed during the third quarter of 2021. |
Schedule of Estimated Fair Value | The estimated fair values of the Company’s term loan (based on tranche) and the Notes were as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Term Loan A - tranche one due March 2024 $ 145,797 $ 143,737 $ 149,008 $ 148,945 Term Loan A - tranche two due August 2024 1,613,632 1,590,841 1,634,756 1,635,138 Senior notes due January 2029 600,000 486,000 600,000 595,500 (a) The carrying value of the term loan debt is shown net of original issue discounts. |
Restructuring and Other Costs (
Restructuring and Other Costs (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Restructuring and other costs consisted of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Employee severance and benefit costs $ 7,402 $ 3,438 $ 24,590 $ 11,815 Facility and lease termination costs 1,325 3,760 4,677 6,530 Other costs — 11 4,000 58 Total restructuring and other costs $ 8,727 $ 7,209 $ 33,267 $ 18,403 The following table summarizes activity related to employee severance and benefit costs within accrued restructuring liabilities for the nine months ended September 30, 2022 (in thousands): Balance as of December 31, 2021 $ 6,657 Expenses incurred (a) 24,590 Payments ( 18,443 ) Balance as of September 30, 2022 $ 12,804 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shares of Common Stock Outstanding | Shares of common stock outstanding were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Common stock shares, beginning balance 102,647 103,473 103,764 103,935 Repurchases of common stock — — ( 1,929 ) ( 1,500 ) Issuances of common stock 248 215 1,060 1,253 Common stock shares, ending balance 102,895 103,688 102,895 103,688 |
Schedule of Repurchase Activity | The following table sets forth repurchase activity under the 2021 Stock Repurchase Program from inception through the program’s termination on May 25, 2022: Total number of Average price Approximate March 2021 600,000 $ 74.18 $ 44,505 May 2021 400,000 81.04 32,416 June 2021 500,000 81.20 40,600 February 2022 515,003 78.52 40,439 March 2022 1,413,920 77.46 109,522 Total 3,428,923 $ 267,482 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations (in thousands, except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income $ 87,049 $ 78,243 $ 210,969 $ 158,872 Denominator: Basic weighted average common shares outstanding 102,731 103,562 102,997 103,924 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 475 1,223 566 1,163 Diluted weighted average common shares outstanding 103,206 104,785 103,563 105,087 Earnings per share: Basic $ 0.85 $ 0.76 $ 2.05 $ 1.53 Diluted $ 0.84 $ 0.75 $ 2.04 $ 1.51 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information about reportable segment operating results was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue: Clinical Solutions $ 1,003,253 $ 1,040,067 $ 3,047,338 $ 2,972,570 Commercial Solutions 332,970 308,163 985,877 867,016 Total revenue 1,336,223 1,348,230 4,033,215 3,839,586 Segment direct costs: Clinical Solutions 734,934 779,270 2,263,053 2,248,796 Commercial Solutions 274,714 244,201 809,257 695,284 Total segment direct costs 1,009,648 1,023,471 3,072,310 2,944,080 Segment selling, general, and administrative expenses: Clinical Solutions 88,823 87,907 267,588 264,742 Commercial Solutions 21,117 20,875 63,946 62,164 Total segment selling, general, and administrative expenses 109,940 108,782 331,534 326,906 Segment operating income: Clinical Solutions 179,496 172,890 516,697 459,032 Commercial Solutions 37,139 43,087 112,674 109,568 Total segment operating income 216,635 215,977 629,371 568,600 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 8,136 8,416 24,803 25,638 Share-based compensation included in selling, general, and administrative expenses 4,839 6,683 21,696 23,253 Corporate selling, general, and administrative expenses 15,576 24,059 56,331 71,348 Restructuring and other costs 8,727 7,209 33,267 18,403 Depreciation and amortization 61,514 56,254 184,937 171,903 Total income from operations $ 117,843 $ 113,356 $ 308,337 $ 258,055 |
Operations by Geographic Loca_2
Operations by Geographic Location (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segments Geographical Areas [Abstract] | |
Total Revenue by Geographic Area | The following table summarizes total revenue by geographic area (in thousands, all intercompany transactions have been eliminated): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue: North America (a) $ 816,378 $ 821,700 $ 2,404,672 $ 2,334,929 Europe, Middle East, and Africa 309,940 324,816 1,005,917 969,887 Asia-Pacific 173,204 159,078 506,972 429,768 Latin America 36,701 42,636 115,654 105,002 Total revenue $ 1,336,223 $ 1,348,230 $ 4,033,215 $ 3,839,586 |
Long-Lived Assets by Geographic Area | The following table summarizes long-lived assets by geographic area (in thousands, all intercompany transactions have been eliminated): September 30, 2022 December 31, 2021 Property and equipment, net: North America (a) $ 196,637 $ 165,446 Europe, Middle East, and Africa 31,119 37,004 Asia-Pacific 20,488 13,615 Latin America 7,505 6,592 Total property and equipment, net $ 255,749 $ 222,657 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Financial Statement Details - S
Financial Statement Details - Schedule Of Cash Pool Position (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Gross cash position | $ 194,166 | $ 179,160 |
Less: cash borrowings | (194,713) | (167,507) |
Net cash position | $ (547) | $ 11,653 |
Financial Statement Details - A
Financial Statement Details - Accounts Receivable and Unbilled Services, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable billed | $ 917,436 | $ 873,265 |
Accounts receivable unbilled | 240,501 | 241,799 |
Contract assets | 497,334 | 417,411 |
Less: Allowance for doubtful accounts | (7,810) | (7,585) |
Accounts receivable and unbilled services, net | $ 1,647,461 | $ 1,524,890 |
Financial Statement Details - N
Financial Statement Details - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Trade receivables sold | $ 94.7 | $ 97.5 |
Proceeds from sale of trade receivables | $ 94.2 | $ 97.4 |
Financial Statement Details -_2
Financial Statement Details - Schedule of Goodwill (Details) | 9 Months Ended | |
Sep. 30, 2022 USD ($) | ||
Goodwill [Roll Forward] | ||
Balance as of December 31, 2021 | $ 4,956,015,000 | |
Acquisitions | (4,827,000) | [1] |
Impact of foreign currency translation | (110,385,000) | |
Balance as of June 30, 2022 | 4,850,457,000 | |
Clinical Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of December 31, 2021 | 3,448,699,000 | [2] |
Acquisitions | 1,903,000 | [1],[2] |
Impact of foreign currency translation | (79,351,000) | [2] |
Balance as of June 30, 2022 | 3,371,251,000 | [2] |
Impairment of goodwill | 0 | |
Commercial Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of December 31, 2021 | 1,507,316,000 | [2] |
Acquisitions | 2,924,000 | [1],[2] |
Impact of foreign currency translation | (31,034,000) | [2] |
Balance as of June 30, 2022 | 1,479,206,000 | [2] |
Impairment of goodwill | $ 0 | |
[1] (b) Amount represents goodwill recognized in connection with insignificant acquisitions and measurement period adjustments in connection with insignificant 2021 acquisitions during the nine months ended September 30, 2022 . (a) No impairment of goodwill was recorded for the nine months ended September 30, 2022 |
Financial Statement Details -_3
Financial Statement Details - Accumulated Other Comprehensive Loss, Net of Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 3,329,065 | $ 3,238,614 | $ 3,412,555 | $ 3,242,112 |
Other comprehensive income (loss) before reclassifications | 2,840 | (489) | 16,279 | (205) |
Balance at end of period | 3,354,061 | 3,320,111 | 3,354,061 | 3,320,111 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (122,662) | (25,641) | (49,618) | (40,801) |
Balance at end of period | (208,533) | (48,392) | (208,533) | (48,392) |
Foreign Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 134,209 | (17,525) | 46,997 | (22,040) |
Other comprehensive income (loss) before reclassifications | 85,511 | (23,687) | 172,723 | (19,172) |
Balance at end of period | 219,720 | (41,212) | 219,720 | (41,212) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 11,547 | (8,116) | 2,621 | (18,761) |
Other comprehensive income (loss) before reclassifications | 2,840 | (489) | 16,279 | (205) |
Reclassification adjustments | (3,200) | 1,425 | (2,471) | 11,786 |
Balance at end of period | $ 11,187 | $ (7,180) | $ 11,187 | $ (7,180) |
Financial Statement Details - T
Financial Statement Details - Tax Effects Allocated to Each Component of Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Income tax expense (benefit) | $ 1,008 | $ (166) | $ 5,776 | $ (70) |
Unrealized gain (loss) during period, net of taxes | 2,840 | (489) | 16,279 | (205) |
Income tax expense (benefit) | 200 | (1,102) | (766) | (1,260) |
Total unrealized gain (loss) on derivative instruments, net of taxes | (85,871) | (22,751) | (158,915) | (7,591) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrealized gain (loss) during period, before taxes | 3,848 | (655) | 22,055 | (275) |
Unrealized gain (loss) during period, net of taxes | 2,840 | (489) | 16,279 | (205) |
Reclassification adjustment, before taxes | (4,336) | (1,908) | (3,348) | (15,782) |
Reclassification adjustment, net of taxes | (3,200) | 1,425 | (2,471) | 11,786 |
Total unrealized gain (loss) on derivative instruments, net of taxes | 360 | 936 | 13,808 | 11,581 |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrealized gain (loss) during period, before taxes | 85,311 | (24,789) | 173,489 | (20,432) |
Unrealized gain (loss) during period, net of taxes | 85,511 | (23,687) | 172,723 | (19,172) |
Income tax expense (benefit) | $ 1,136 | $ (483) | $ 877 | $ (3,996) |
Financial Statement Details -_4
Financial Statement Details - Schedule of Other Expense (Income) ,Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other (income) expense, net: | ||||
Net realized foreign currency loss | $ (1,417) | $ (1,861) | $ (5,837) | $ (3,623) |
Net unrealized foreign currency loss (gain) | (21,376) | 2,757 | (30,445) | 6,320 |
Equity investment income | (1,000) | 0 | (1,000) | 1,100 |
Other, net | (1,056) | 2,931 | (2,361) | 2,059 |
Total other expense (income), net | $ (20,737) | $ (3,827) | $ (21,247) | $ (5,856) |
Acquisitions, Divestitures, a_2
Acquisitions, Divestitures, and Investments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 4,850,457 | $ 4,850,457 | $ 4,956,015 | ||||||
Non-cash investment in acquire property | $ 27,300 | ||||||||
Assets exchanged in cash | $ 3,800 | ||||||||
Gain (loss) on equity investments | 700 | $ 1,200 | 3,000 | $ 4,000 | |||||
Other long-term investments | 10,200 | 10,200 | $ 16,200 | ||||||
Maximum loss on investment for a VIE | $ 13,700 | $ 13,700 | |||||||
Related Party | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 2,200 | $ 1,800 | |||||||
Maximum | Related Party | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 4,000 |
Long-Term Debt Obligations - Sc
Long-Term Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Term loan original issuance discount | $ (1,564) | $ (2,228) |
Less: Unamortized deferred issuance costs | (6,959) | (8,043) |
Total debt obligations, non-current portion | 2,752,470 | 2,775,721 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,160,993 | 2,185,992 |
Secured Debt | Term Loan A - tranche one due March 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 145,926 | 149,195 |
Secured Debt | Term Loan A - tranche two due August 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 1,615,067 | 1,636,797 |
Secured Debt | Accounts receivable financing agreement due October 2024 | Accounts Receivable Securitization | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 400,000 | 400,000 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,760,993 | 2,785,992 |
Unsecured Debt | Senior Unsecured Notes due January 2029 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 600,000 | $ 600,000 |
Long-Term Debt Obligations - Na
Long-Term Debt Obligations - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||
Repayments of Long-term debt | $ 25,000,000 | $ 602,277,000 | |
Loss on extinguishment of debt | $ (67,000) | $ (67,000) | $ (2,802,000) |
Due date, description | The Notes bear interest at a rate of 3.625% per annum, payable semi-annually in arrears that began on July 15, 2021, and will mature on January 15, 2029 | ||
Secured Debt | Revolving credit facility due August 2024 | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | 0 | $ 0 | |
Secured Debt | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, capacity available for trade purchases | $ 136,100,000 | $ 136,100,000 | |
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Term Loan | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.37% | 4.37% | |
Repayments of Long-term debt | $ 25,000,000 | ||
Loss on extinguishment of debt | 100,000 | ||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Revolving credit facility due August 2024 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity under accounts receivable financing agreement | 600,000,000 | $ 600,000,000 | |
Secured Debt | Revolving Credit Facility Due August 2024 | |||
Debt Instrument [Line Items] | |||
Remaining capacity available under accounts receivable financing agreement | 586,100,000 | 586,100,000 | |
Secured Debt | Revolving Credit Facility Due August 2024 | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity under accounts receivable financing agreement | 150,000,000 | 150,000,000 | |
Outstanding borrowings | $ 13,900,000 | $ 13,900,000 |
Long-Term Debt Obligations - Ac
Long-Term Debt Obligations - Accounts Receivable Financing Agreement (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | Oct. 02, 2022 | Sep. 30, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 2,752,470 | ||
Accounts Receivable Financing Agreement Due September2021 | Secured Debt | Accounts Receivable Securitization | |||
Debt Instrument [Line Items] | |||
Long-term debt | 400,000 | ||
Accounts Receivable Financing Agreement Due September2021 | Secured Debt | Accounts Receivable Securitization | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Remaining capacity available under accounts receivable financing agreement | $ 0 | ||
Weighted average imputed interest rate | 4.06% | ||
Accounts Receivable Financing Agreement Due October2024 Member | Secured Debt | Accounts Receivable Securitization | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Line Of Credit Facility Maximum Borrowing Capacity | $ 550,000 | $ 400,000 | |
Line of Credit Facility, Decrease, Forgiveness | 150,000 | ||
Early Repayment of Senior Debt | $ 150,000 |
Long-Term Debt Obligations - Co
Long-Term Debt Obligations - Contractual Maturities of Debt Obligations (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Principal | ||
Remainder of 2022 | $ 0 | |
2023 | 0 | |
2024 | 2,160,993,000 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 600,000,000 | |
Less: Term loan original issuance discount | (1,564,000) | $ (2,228,000) |
Less: Unamortized deferred issuance costs | (6,959,000) | $ (8,043,000) |
Total | $ 2,752,470,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | |
Derivative [Line Items] | ||||||
Notional amount | $ 0 | $ 0 | ||||
Foreign Currency Forward Loss, Realized | 1,417 | $ 1,861 | 5,837 | $ 3,623 | ||
Interest Rate Swap, expiring March 31, 2023 | ||||||
Derivative [Line Items] | ||||||
Notional amount | 1,030,000 | 1,030,000 | $ 1,420,000 | $ 549,200 | ||
Foreign Exchange Forward | ||||||
Derivative [Line Items] | ||||||
Foreign Currency Forward Loss, Realized | $ 2,600 | $ 2,000 | $ 10,000 | $ 500 |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Hedging Instruments on Consolidated Balance Sheets (Details) - Interest Rate Swap - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense And Other Assets Current | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | |
Derivative assets -current | $ 17,829 | |
Derivative assets - non-current | $ 948 | |
Derivative assets | $ 17,829 | 948 |
Derivative liability - current | 1,827 | |
Derivative liability | $ 1,827 | |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities Current |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Assets: | |||
Trading securities | [1] | $ 19,347,000 | $ 24,775,000 |
Derivative instruments | [2] | 17,829,000 | 948,000 |
Total assets | 50,082,000 | 36,899,000 | |
Liabilities: | |||
Derivative instruments | [2] | 1,827,000 | |
Contingent obligations related to acquisitions | [3] | 16,100,000 | 17,997,000 |
Total liabilities | 16,100,000 | 19,824,000 | |
Partnership Interests | |||
Assets: | |||
Partnership interests | [4] | 12,906,000 | 11,176,000 |
Level 1 | |||
Assets: | |||
Trading securities | [1] | 19,347 | 24,775,000 |
Total assets | 17,829,000 | 24,775,000 | |
Level 2 | |||
Assets: | |||
Derivative instruments | [2] | 17,829 | 948,000 |
Total assets | 19,347,000 | 948,000 | |
Liabilities: | |||
Derivative instruments | [2] | 1,827,000 | |
Total liabilities | 1,827,000 | ||
Level 3 | |||
Liabilities: | |||
Contingent obligations related to acquisitions | [3] | 16,100,000 | 17,997,000 |
Total liabilities | 16,100,000 | 17,997,000 | |
Investments Measured at Net Asset Value | |||
Assets: | |||
Total assets | 12,906,000 | 11,176,000 | |
Investments Measured at Net Asset Value | Partnership Interests | |||
Assets: | |||
Partnership interests | [4] | $ 12,906,000 | $ 11,176,000 |
[1] (a) Represents the fair value of investments in mutual funds based on quoted market prices that are used to fund the liability associated with the Company’s deferred compensation plan. (c) Represents the fair value of interest rate swap arrangements (see “Note 5 – Derivatives” for further information). (d) Represents the fair value of contingent consideration obligations related to acquisitions. The fair values of these liabilities are determined based on the Company’s best estimate of the probable timing and amount of settlement. (b) The Company has committed to invest $ 21.5 million as a limited partner in two private equity funds. The private equity funds invest in opportunities in the healthcare and life sciences industry. As of September 30, 2022 , the Company’s remaining unfunded commitment in the private equity funds was $ 9.7 million. The Company holds minor ownership interests (less than 3 %) in each of the private equity funds and has determined that it does not exercise significant influence over the private equity funds’ operating and finance activities. As the private equity funds do not have readily determinable fair values, the Company has estimated the fair values using each fund’s Net Asset Value, the amount by which the value of all assets exceeds all debt and liabilities, in accordance with Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies . |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) EquityFund | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Commitment to invest a limited partner in private equity funds | $ 21.5 |
Remaining unfunded commitment | $ 9.7 |
Number of private equity funds | EquityFund | 2 |
Healthcare and Life Sciences Industry | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Minority interest ownership percentage | 3% |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Changes in the Carrying Amount of Contingent Consideration (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at Beginning of period | $ 17,997 |
Additions | 1,500 |
Changes in fair value recognized in earnings | (315) |
Payments | 3,082 |
Balance at End of period | $ 16,100 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets transferred from level 1 to level 2 | $ 0 | |
Fair value assets transferred from level 2 to level 1 | 0 | |
Fair value liabilities transferred from level 1 to level 2 | 0 | |
Fair value liabilities transferred from level 2 to level 1 | 0 | |
Fair value assets transferred into level 3 | 0 | |
Fair value assets transferred out of level 3 | 0 | |
Fair value liabilities transferred into level 3 | 0 | |
Fair value liabilities transferred out of level 3 | 0 | |
Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Goodwill and identifiable intangible assets | $ 5,570,000 | $ 5,830,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Term Loan A - Tranche One Due March 2024 | Secured Debt | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | $ 145,797 | $ 149,008 |
Term Loan A - Tranche One Due March 2024 | Secured Debt | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 143,737 | 148,945 |
Term Loan A - Tranche Two Due August 2024 | Secured Debt | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | 1,613,632 | 1,634,756 |
Term Loan A - Tranche Two Due August 2024 | Secured Debt | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 1,590,841 | 1,635,138 |
Senior Notes Due January 2029 | Unsecured Debt | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | 600,000 | 600,000 |
Senior Notes Due January 2029 | Unsecured Debt | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 486,000 | $ 595,500 |
Restructuring and Other Costs -
Restructuring and Other Costs - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | $ 8,727 | $ 7,209 | $ 33,267 | $ 18,403 |
Employee severance and benefit costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | 7,402 | 3,438 | 24,590 | 11,815 |
Facility and lease termination costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | 1,325 | 3,760 | 4,677 | 6,530 |
Other costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | $ 0 | $ 11 | $ 4,000 | $ 58 |
Restructuring and Other Costs_2
Restructuring and Other Costs - Employee Severance and Benefit Costs within Accrued Restructuring Liabilities (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounts Payable | |
Restructuring Reserve | |
Business exit other costs that included in accounts payable | $ 4 |
Business Restructuring Reserves | |
Restructuring Reserve | |
Balance at the beginning of the period | 6,657,000 |
Expenses incurred | 24,590,000 |
Payments | (18,443,000) |
Balance at the end of the period | 12,804,000 |
Business exit costs and (gain) loss on termination of lease | $ 4,700,000 |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Common Stock Outstanding (Details) - Common Stock - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock shares, beginning balance | 102,647,000 | 103,473,000 | 103,764,000 | 103,935,000 |
Repurchases of common stock | 0 | 0 | (1,929,000) | (1,500,000) |
Issuances of common stock | 248,000 | 215,000 | 1,060,000 | 1,253,000 |
Common stock shares, ending balance | 102,895,000 | 103,688,000 | 102,895,000 | 103,688,000 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2022 | Feb. 28, 2022 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | May 25, 2022 | Dec. 31, 2021 | Nov. 17, 2020 | |
Class Of Stock [Line Items] | |||||||||
Common stock par value (USD per share) | $ 0.01 | $ 0.01 | |||||||
Common Class A | 2021 Stock Repurchase Program | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 300 | ||||||||
Common stock par value (USD per share) | $ 0.01 | ||||||||
Common Class A | 2022 Stock Repurchase Program | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 350 | ||||||||
Common stock par value (USD per share) | $ 0.01 | ||||||||
Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock repurchased during period, shares | 1,413,920 | 515,003 | 500,000 | 400,000 | 600,000 | 3,428,923 | |||
Common Stock | 2022 Stock Repurchase Program | |||||||||
Class Of Stock [Line Items] | |||||||||
Stock repurchase program, remaining authorization to repurchase | $ 350 |
Shareholders' Equity - Repurcha
Shareholders' Equity - Repurchase Activity (Details) - Common Stock - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Mar. 31, 2022 | Feb. 28, 2022 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | |
Class Of Stock [Line Items] | ||||||
Stock repurchased (in shares) | 1,413,920 | 515,003 | 500,000 | 400,000 | 600,000 | 3,428,923 |
Stock repurchased, average price paid per share (USD per share) | $ 77.46 | $ 78.52 | $ 81.20 | $ 81.04 | $ 74.18 | |
Stock repurchase program, shares purchased, value | $ 109,522 | $ 40,439 | $ 40,600 | $ 32,416 | $ 44,505 | $ 267,482 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income | $ 87,049 | $ 78,243 | $ 210,969 | $ 158,872 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Basic weighted average common shares outstanding (in shares) | 102,731 | 103,562 | 102,997 | 103,924 |
Effect of dilutive securities: | ||||
Stock options and other awards under deferred share-based compensation programs (in shares) | 475 | 1,223 | 566 | 1,163 |
Diluted weighted average common shares outstanding (in shares) | 103,206 | 104,785 | 103,563 | 105,087 |
Earnings per share: | ||||
Basic (USD per share) | $ 0.85 | $ 0.76 | $ 2.05 | $ 1.53 |
Diluted (USD per share) | $ 0.84 | $ 0.75 | $ 2.04 | $ 1.51 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares outstanding excluded from the computation of diluted earnings per share | 838,177 | 128,894 | 592,541 | 146,339 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Income tax expense | $ 29,636 | $ 22,166 | $ 62,892 | $ 39,587 | |
Income before provision for income taxes | 116,685 | 100,409 | 273,861 | 198,459 | |
Discrete tax benefits (expense) | $ 3,100 | $ 700 | $ 3,300 | $ 6,500 | |
U.S. state and local statutory rate | 21% | 21% | |||
U.S. federal statutory rate | 21% | 21% | 21% | 21% | |
Gross unrecognized tax benefits | $ 14,300 | $ 14,300 | $ 12,100 | ||
Increase in unrecognized tax benefit in foreign jurisdictions | 2,200 | ||||
Decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations | $ 1,300 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Unsatisfied performance obligations under contracts with a contract term greater than one year | $ 6,320 | $ 6,320 |
Revenue recognized, included in contract liabilities balance at beginning of period | 363.8 | $ 599.5 |
Minimum [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Contract term | 1 year | |
Maximum [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Contract term | 5 years | |
Increase (decrease) in revenue recognized, allocated to performance obligation partially satisfied in previous periods | $ 19.7 | $ 1 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Revenue | $ 1,336,223 | $ 1,348,230 | $ 4,033,215 | $ 3,839,586 |
Direct costs (exclusive of depreciation and amortization) | 1,017,784 | 1,031,887 | 3,097,113 | 2,969,718 |
Selling, general, and administrative expenses | 130,355 | 139,524 | 409,561 | 421,507 |
Operating income (loss) | 117,843 | 113,356 | 308,337 | 258,055 |
Restructuring and other costs | 8,727 | 7,209 | 33,267 | 18,403 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Direct costs (exclusive of depreciation and amortization) | 1,009,648 | 1,023,471 | 3,072,310 | 2,944,080 |
Selling, general, and administrative expenses | 109,940 | 108,782 | 331,534 | 326,906 |
Operating income (loss) | 216,635 | 215,977 | 629,371 | 568,600 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Selling, general, and administrative expenses | 15,576 | 24,059 | 56,331 | 71,348 |
Restructuring and other costs | 8,727 | 7,209 | 33,267 | 18,403 |
Depreciation and amortization | 61,514 | 56,254 | 184,937 | 171,903 |
Corporate | Direct costs | ||||
Segment Reporting Information [Line Items] | ||||
Share-based compensation expense | 8,136 | 8,416 | 24,803 | 25,638 |
Corporate | Selling, general, and administrative expenses | ||||
Segment Reporting Information [Line Items] | ||||
Share-based compensation expense | 4,839 | 6,683 | 21,696 | 23,253 |
Clinical Solutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,003,253 | 1,040,067 | 3,047,338 | 2,972,570 |
Direct costs (exclusive of depreciation and amortization) | 734,934 | 779,270 | 2,263,053 | 2,248,796 |
Selling, general, and administrative expenses | 88,823 | 87,907 | 267,588 | 264,742 |
Operating income (loss) | 179,496 | 172,890 | 516,697 | 459,032 |
Commercial Solutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 332,970 | 308,163 | 985,877 | 867,016 |
Direct costs (exclusive of depreciation and amortization) | 274,714 | 244,201 | 809,257 | 695,284 |
Selling, general, and administrative expenses | 21,117 | 20,875 | 63,946 | 62,164 |
Operating income (loss) | $ 37,139 | $ 43,087 | $ 112,674 | $ 109,568 |
Operations by Geographic Loca_3
Operations by Geographic Location - Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenues by Geographic Location | |||||
Revenue | $ 1,336,223 | $ 1,348,230 | $ 4,033,215 | $ 3,839,586 | |
North America | |||||
Revenues by Geographic Location | |||||
Revenue | [1] | 816,378 | 821,700 | 2,404,672 | 2,334,929 |
Europe, Middle East, and Africa | |||||
Revenues by Geographic Location | |||||
Revenue | 309,940 | 324,816 | 1,005,917 | 969,887 | |
Asia-Pacific | |||||
Revenues by Geographic Location | |||||
Revenue | 173,204 | 159,078 | 506,972 | 429,768 | |
Latin America | |||||
Revenues by Geographic Location | |||||
Revenue | 36,701 | 42,636 | 115,654 | 105,002 | |
United States | |||||
Revenues by Geographic Location | |||||
Revenue | $ 766,000 | $ 775,700 | $ 2,257,200 | $ 2,192,400 | |
United States | Geographic Concentration Risk | Net Service Revenue | |||||
Revenues by Geographic Location | |||||
Concentration risk percentage | 57.30% | 57.50% | 56% | 57.10% | |
[1] Revenue for the North America region includes revenue attributable to the U.S. of $ 766.0 million and $ 775.7 million , or 57.3 % and 57.5 % of total revenue, for the three months ended September 30, 2022 and 2021, respectively. Revenue for the North America region includes revenue attributable to the U.S. of $ 2,257.2 million and $ 2,192.4 million , or 56.0 % and 57.1 % of total revenue, for the nine months ended September 30, 2022 and 2021 , respectively. No other country represented more than 10% of total revenue for any period. |
Operations by Geographic Loca_4
Operations by Geographic Location - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | $ 255,749 | $ 222,657 | |
North America | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | [1] | 196,637 | 165,446 |
Europe, Middle East, and Africa | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 31,119 | 37,004 | |
Asia-Pacific | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 20,488 | 13,615 | |
Latin America | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 7,505 | 6,592 | |
United States | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | $ 190,000 | $ 160,000 | |
[1] Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of $ 190.0 million and $ 160.0 million as of September 30, 2022 and December 31, 2021 , respectively. |
Concentration of Credit Risk -
Concentration of Credit Risk - Narrative (Details) - Customer Concentration Risk - Major Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue | |||||
Concentration Risk | |||||
Concentration risk percentage | 10% | 10% | 10% | 10% | |
Accounts Receivable | |||||
Concentration Risk | |||||
Concentration risk percentage | 10% | 10% |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | |
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ | $ 3.4 | $ 0.9 | $ 7 | $ 2.8 |
Number of counterparties | Customer | 2 | 2 | ||
Director | ||||
Related Party Transaction [Line Items] | ||||
Receivables from related party | $ | $ 0.6 | $ 1.5 | $ 0.6 | $ 1.5 |
Number of counterparties | Customer | 6 | 6 |