Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 09, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36730 | ||
Entity Registrant Name | SYNEOS HEALTH, INC. | ||
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 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | ||
Trading Symbol | SYNH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,342,569,400 | ||
Entity Common Stock, Shares Outstanding | 103,241,365 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001610950 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Raleigh, North Carolina | ||
Auditor Firm ID | 34 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 5,393,082 | $ 5,212,970 | $ 4,415,777 |
Costs and operating expenses: | |||
Direct costs (exclusive of depreciation and amortization) | 4,138,816 | 3,994,484 | 3,398,142 |
Selling, general, and administrative expenses | 547,254 | 570,765 | 472,726 |
Restructuring and other costs | 56,641 | 22,816 | 29,414 |
Depreciation | 86,053 | 73,832 | 70,185 |
Amortization | 161,126 | 161,793 | 152,167 |
Total operating expenses | 4,989,890 | 4,823,690 | 4,122,634 |
Income from operations | 403,192 | 389,280 | 293,143 |
Total other expense, net: | |||
Interest income | (1,609) | (111) | (265) |
Interest expense | 82,397 | 79,252 | 91,145 |
Loss on extinguishment of debt | 817 | 3,612 | 1,581 |
Other expense (income), net | 7,022 | (8,633) | (2,976) |
Total other expense, net | 88,627 | 74,120 | 89,485 |
Income before provision for income taxes | 314,565 | 315,160 | 203,658 |
Income tax expense (benefit) | 48,068 | 80,329 | 10,871 |
Net income | $ 266,497 | $ 234,831 | $ 192,787 |
Earnings per share: | |||
Basic (USD per share) | $ 2.59 | $ 2.26 | $ 1.85 |
Diluted (USD per share) | $ 2.58 | $ 2.24 | $ 1.83 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 102,974 | 103,872 | 104,168 |
Diluted (in shares) | 103,477 | 105,065 | 105,465 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 266,497 | $ 234,831 | $ 192,787 |
Unrealized gain (loss) on derivative instruments, net of income tax expense (benefit) of $2,720, $5,599, and $(1,394), respectively | 8,231 | 16,140 | (3,925) |
Foreign currency translation adjustments, net of income tax (benefit) expense of $(634), $(1,472), and $1,354, respectively | (92,487) | (24,957) | 34,717 |
Comprehensive income | $ 182,241 | $ 226,014 | $ 223,579 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Income tax expense (benefit) related to unrealized gain (loss) on derivative instruments recorded in other comprehensive loss | $ 2,720 | $ 5,599 | $ (1,394) |
Other comprehensive expense (benefit), foreign currency translation adjustment, tax | $ (634) | $ (1,472) | $ 1,354 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 112,004 | $ 106,475 |
Accounts receivable and unbilled services, net | 1,645,162 | 1,524,890 |
Prepaid expenses and other current assets | 186,770 | 135,091 |
Total current assets | 1,943,936 | 1,766,456 |
Property and equipment, net | 264,295 | 222,657 |
Operating lease right-of-use assets | 172,794 | 209,408 |
Goodwill | 4,897,518 | 4,956,015 |
Intangible assets, net | 680,863 | 854,067 |
Deferred income tax assets | 50,677 | 35,387 |
Other long-term assets | 189,135 | 193,103 |
Total assets | 8,199,218 | 8,237,093 |
Current liabilities: | ||
Accounts payable | 118,621 | 107,535 |
Accrued expenses | 614,200 | 614,441 |
Deferred revenue | 923,875 | 868,455 |
Current portion of operating lease obligations | 43,984 | 43,058 |
Current portion of finance lease obligations | 24,011 | 20,627 |
Total current liabilities | 1,724,691 | 1,654,116 |
Long-term debt | 2,611,166 | 2,775,721 |
Operating lease long-term obligations | 175,568 | 205,798 |
Finance lease long-term obligations | 44,124 | 34,181 |
Deferred income tax liabilities | 92,155 | 78,062 |
Other long-term liabilities | 56,513 | 76,660 |
Total liabilities | 4,704,217 | 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 December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.01 par value; 600,000 shares authorized, 102,911 and 103,764 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 1,029 | 1,038 |
Additional paid-in capital | 3,460,152 | 3,474,088 |
Accumulated other comprehensive loss, net of taxes | (133,874) | (49,618) |
Retained earnings (accumulated deficit) | 167,694 | (12,953) |
Total shareholders’ equity | 3,495,001 | 3,412,555 |
Total liabilities and shareholders’ equity | $ 8,199,218 | $ 8,237,093 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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) | 30,000,000 | 30,000,000 |
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) | 600,000,000 | 600,000,000 |
Common stock shares issued (in shares) | 102,911,000 | 103,764,000 |
Common stock shares outstanding (in shares) | 102,911,209 | 103,763,635 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 266,497 | $ 234,831 | $ 192,787 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 247,179 | 235,625 | 222,352 |
Share-based compensation | 57,270 | 65,204 | 58,491 |
Provision for doubtful accounts | 4,597 | 367 | 695 |
(Benefit from) provision for deferred income taxes | (1,863) | 46,522 | (3,839) |
Foreign currency transaction adjustments | (10,724) | (5,928) | 4,148 |
Fair value adjustment of contingent obligations | 0 | (597) | (3,664) |
Gain on sale of business | 0 | 0 | (7,133) |
Loss on extinguishment of debt | 817 | 3,612 | 1,581 |
Other non-cash items | (10,074) | 7,789 | 1,765 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable, unbilled services, and deferred revenue | (88,251) | (109,364) | 16,316 |
Accounts payable and accrued expenses | 20,926 | 24,620 | (2,561) |
Other assets and liabilities | (59,393) | (52,403) | (55,445) |
Net cash provided by operating activities | 426,981 | 450,278 | 425,493 |
Cash flows from investing activities: | |||
Payments related to acquisitions of businesses, net of cash acquired | (4,484) | (278,920) | (456,455) |
Proceeds from notes receivable from divestiture | 0 | 5,000 | 0 |
Proceeds from sale of business | 0 | 0 | 17,970 |
Purchases of property and equipment | (93,459) | (56,841) | (50,010) |
Investments in unconsolidated affiliates | (7,691) | (5,741) | (15,589) |
Loan to unconsolidated affiliate | 0 | (3,844) | 0 |
Net cash used in investing activities | (105,634) | (340,346) | (504,084) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt, net of discount | 1,347,721 | 494,505 | 600,000 |
Payments of debt financing costs | (3,735) | (1,008) | (9,570) |
Repayments of long-term debt | (1,785,992) | (727,277) | (327,294) |
Proceeds from accounts receivable financing agreement | 150,000 | 100,000 | 31,600 |
Repayments of accounts receivable financing agreement | 0 | 0 | (6,600) |
Proceeds from revolving line of credit | 390,993 | 80,000 | 300,000 |
Repayments of revolving line of credit | (270,000) | (80,000) | (300,000) |
Payments of contingent consideration related to acquisitions | (3,082) | (7,197) | (26,634) |
Payments of finance leases | (7,998) | (15,774) | (16,434) |
Payments for repurchases of common stock | (149,961) | (117,521) | (70,151) |
Proceeds from exercises of stock options | 23,705 | 28,148 | 24,568 |
Payments related to tax withholdings for share-based compensation | (30,808) | (31,453) | (21,220) |
Net cash (used in) provided by financing activities | (339,157) | (277,577) | 178,265 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 23,339 | 1,947 | 8,810 |
Net change in cash, cash equivalents, and restricted cash | 5,529 | (165,698) | 108,484 |
Cash, cash equivalents, and restricted cash - beginning of period | 106,475 | 272,173 | 163,689 |
Cash, cash equivalents, and restricted cash - end of period | $ 112,004 | $ 106,475 | $ 272,173 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjustment Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjusted beginning balance | $ 3,026,883 | ||||||
Balance at beginning of period at Dec. 31, 2019 | 3,029,654 | $ 1,039 | $ 3,441,471 | $ (71,593) | $ (341,263) | ||
Balance at beginning of period (Accounting Standards Update 2016-13) at Dec. 31, 2019 | $ (2,771) | $ (2,771) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Repurchases of common stock | (13) | (41,512) | (28,626) | ||||
Issuances of common stock | 13 | 3,297 | |||||
Share-based compensation | 58,491 | ||||||
Unrealized gain (loss) on derivative instruments, net of taxes | (3,925) | ||||||
Foreign currency translation adjustment, net of taxes | 34,717 | 34,717 | |||||
Net income | 192,787 | 192,787 | |||||
Balance at end of period at Dec. 31, 2020 | 3,242,112 | 1,039 | 3,461,747 | (40,801) | (179,873) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on derivative instruments, net of taxes | (3,925) | ||||||
Adjusted beginning balance | (344,034) | ||||||
Repurchases of common stock | (15) | (49,595) | 67,911 | ||||
Issuances of common stock | 14 | (3,268) | |||||
Share-based compensation | 65,204 | ||||||
Unrealized gain (loss) on derivative instruments, net of taxes | 16,140 | ||||||
Foreign currency translation adjustment, net of taxes | (24,957) | (24,957) | |||||
Net income | 234,831 | 234,831 | |||||
Balance at end of period at Dec. 31, 2021 | 3,412,555 | 1,038 | 3,474,088 | (49,618) | (12,953) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on derivative instruments, net of taxes | 16,140 | ||||||
Adjusted beginning balance | 3,242,112 | (179,873) | |||||
Repurchases of common stock | (19) | (64,092) | (85,850) | ||||
Issuances of common stock | 10 | 7,114 | |||||
Share-based compensation | 57,270 | ||||||
Unrealized gain (loss) on derivative instruments, net of taxes | 8,231 | ||||||
Foreign currency translation adjustment, net of taxes | (92,487) | 92,487 | |||||
Net income | 266,497 | 266,497 | |||||
Balance at end of period at Dec. 31, 2022 | 3,495,001 | $ 1,029 | $ 3,460,152 | (133,874) | 167,694 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain (loss) on derivative instruments, net of taxes | $ 8,231 | ||||||
Adjusted beginning balance | $ 3,412,555 | $ (12,953) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Presentation and Summary of Significant Accounting Policies Principal Business 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 biopharmaceutical, biotechnology, and medical device industries. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts and results of operations of the Company and its controlled subsidiaries. All intercompany balances and transactions have been eliminated. 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 this Annual Report on Form 10-K. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses for the periods presented in the financial statements. Examples of estimates and assumptions include, but are not limited to, determining the fair value of goodwill and intangible assets and their potential impairment, useful lives of tangible and intangible assets, useful lives of assets subject to leases, valuation of the Company’s right of use assets, allowances for doubtful accounts, potential future outcomes of events for which income tax consequences have been recognized in the Company’s consolidated financial statements or tax returns, valuation allowances for deferred tax assets, fair value of share-based compensation and its recognition period, loss contingencies, fair value of derivative instruments and related hedge effectiveness, fair value of contingent tax sharing obligations, and judgments related to revenue recognition, among others. In addition, estimates and assumptions are used in the accounting for acquisitions, including the fair value and useful lives of acquired tangible and intangible assets and the fair value of assumed liabilities. The Company evaluates its estimates and assumptions on an ongoing basis and bases its estimates on historical experience, current and expected future conditions, third-party evaluations, and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and outcomes may differ significantly from these estimates and assumptions. Acquisitions The Company accounts for acquisitions in accordance with ASC Topic 805, Business Combinations , using the acquisition method of accounting. The purchase price, or total consideration transferred, is determined as the fair value of assets exchanged, equity instruments issued, and liabilities assumed at the acquisition date. The acquisition method of accounting requires that the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree are measured and recorded at their fair values on the date of an acquisition. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. Acquisition-related costs are expensed as incurred. The consolidated financial statements reflect the results of operations of the acquiree from the date of the acquisition. For additional information, see “Note 3 – Acquisitions, Divestitures, and Investments.” Foreign Currency Translation and Transactions For subsidiaries outside of the United States (“U.S.”) that operate in a local currency environment, revenue and expenses are translated to U.S. dollars at the monthly average rates of exchange prevailing during the period, assets and liabilities are translated at period-end exchange rates, and equity accounts are translated at historical exchange rates. The net effect of foreign currency translation adjustments is included in shareholders’ equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Foreign currency transaction gains and losses are the result of exchange rate changes during the period of time between the consummation and cash settlement of transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recognized in earnings as incurred and are included in other expense (income), net in the accompanying consolidated statements of income. Comprehensive Income Comprehensive income refers to revenue, expenses, gains, and losses that, under U.S. GAAP, are recorded as an element of shareholders’ equity but are excluded from net income. The Company’s comprehensive income consists of foreign currency translation adjustments, net of applicable taxes, resulting from the translation of foreign subsidiaries with functional currencies other than the U.S. dollar and the effective portions of the unrealized gains or losses associated with derivative instruments designated and accounted for as hedging instruments. Cash and Cash Equivalents Cash and cash equivalents consist of demand deposits with banks and other financial institutions and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates their fair value. 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 accompanying consolidated balance sheets. The Company’s net cash pool position consisted of the following as of December 31 (in thousands): 2022 2021 Gross cash position $ 283,337 $ 179,160 Less: cash borrowings ( 283,029 ) ( 167,507 ) Net cash position $ 308 $ 11,653 Restricted Cash Restricted cash represents cash and deposits held as security over bank deposits, lease guarantees, and insurance obligations that are restricted as to withdrawal or use. Restricted cash is classified as a current or long-term asset based on the timing and nature of when and how the cash is expected to be used or when the restrictions are expected to lapse. As of December 31, 2022 and 2021, restricted cash balances were $ 0.1 million . Fair Value The Company records certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement (see “Note 6 - Fair Value Measurements”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. This guidance also specifies a fair value hierarchy that distinguishes between valuation assumptions developed based on market data obtained from independent external sources and the reporting entity’s own assumptions. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. In accordance with this guidance, fair value measurements are classified under the following hierarchy: Level 1 – Unadjusted quoted prices in active markets for identical instruments; Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets; and Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable, including internally developed models. Derivative Financial Instruments Interest Rate Swaps The Company uses interest rate swaps to manage exposure to variable interest rates on its debt obligations. The Company designates its interest rate swaps as cash flow hedges because they are executed to hedge the Company’s exposure to the variability in expected future cash flows that are attributable to changes in interest rates. Derivative financial instruments are measured at fair value and recognized in the accompanying consolidated balance sheets in prepaid expenses and other current assets, other long-term assets, accrued expenses, and other long-term liabilities, as disclosed in “Note 5 – Derivatives.” The fair value of interest rate swaps is determined using the market standard methodology of discounted future variable cash receipts. The variable cash receipts are determined by discounting the future expected cash receipts that would occur if variable interest rates rise above the fixed rate of the swaps. The variable interest rates used in the calculation of projected receipts on the swap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. Changes in the fair value of derivative instruments designated as hedging instruments are recorded each period according to the determination of the derivative’s effectiveness. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings. The ineffective portion of the change in fair value of the derivatives is recognized as non-operating income or expense immediately when incurred and included in interest expense in the accompanying consolidated statements of income. Foreign Exchange Forward From time to time, the Company utilizes a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or losses on non-functional currency monetary balances. 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 expense (income), net in the accompanying consolidated statements of income, as disclosed in “Note 5 – Derivatives.” Allowance for Doubtful Accounts The Company maintains a credit approval process and makes judgments in connection with assessing its customers’ ability to pay for contracted services. Generally, the Company has the ability to limit credit exposure by discontinuing services in the event of non-payment. The Company monitors its customers’ credit worthiness and applies judgment in establishing a provision for estimated credit losses based on historical experience, the aging of receivables, and customer-specific circumstances that would affect the customers’ ability to pay for services rendered. Property and Equipment Property and equipment primarily consists of furniture, vehicles, software, office equipment, computer equipment, and lab equipment. Purchased and constructed property and equipment is initially recorded at historical cost plus the estimated value of any associated legally or contractually required retirement obligations. Property and equipment acquired in an acquisition are recorded based on the estimated fair value as of the acquisition date. The Company leases vehicles for certain sales representatives in the Commercial Solutions segment. These leases are classified and accounted for as leases in accordance with ASC Topic 842, Leases (“ASC 842”). For further information about lease arrangements, see “Note 19 - Leases.” Property and equipment assets are depreciated using the straight-line method over the respective estimated useful lives as follows: Useful Life Buildings 39 years Furniture and fixtures 7 years Equipment 5 to 10 years Computer equipment and software 2 to 3 years Vehicles Lesser of lease term or the estimated economic life of the leased asset Leasehold improvements Lesser of remaining life of lease or the useful life of the asset Expenditures for repairs and maintenance are expensed as incurred and expenditures for major improvements that increase the functionality or extend the useful life of the asset are capitalized and depreciated over the estimated useful life of the asset. The Company capitalizes costs of computer software obtained for internal use and amortizes these costs on a straight-line basis over the estimated useful life of the product, not to exceed five years . Software cloud computing arrangements containing a software license are accounted for consistently with the acquisition of other software licenses. In the event such an arrangement does not contain a software license, the Company accounts for the arrangement as a service contract. The Company reviews property and equipment for impairment whenever facts and circumstances indicate that the carrying amounts of these assets might not be recoverable. For assessment purposes, property and equipment are grouped with other assets and liabilities at the lowest level that identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of the carrying amount of an asset group is assessed by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying value of the asset group exceeds its fair value, an impairment charge is recognized for the excess. Leases At inception, a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether it has the right to control the use of an identified asset, the Company assesses whether they have the right to direct the use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset. Right-of-use ( “ ROU ” ) assets represent the Company ’ s right to use an underlying asset during the lease term and lease liabilities represent the Company ’ s obligation to make lease payments arising from the lease. Assets and liabilities are recognized based on the present value of lease payments over the lease term. Most leases include one or more options to renew. The exercise of the renewal option is at the Company ’ s sole discretion and the Company includes these options in determining the lease term used to establish its right-of-use assets and lease liabilities when it is reasonably certain the Company will exercise its option. Because most of the Company ’ s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Operating lease expense is generally recognized on a straight-line basis over the lease term. The Company has agreements with lease and non-lease components, which are accounted for as a single lease component. Leases with a lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates, are not included in the right-of-use assets or liabilities. These variable lease payments are expensed as incurred. The Company on a periodic basis evaluates events or changes in circumstances, such as lease abandonment, that would reduce the future cash flows associated with a ROU asset. In the event of lease abandonment, in which the Company commits to no longer use the underlying property subject to a lease for any business purposes, including storage, and does not have the intent or the ability to sublease the property, a loss on abandonment is recognized within restructuring and other costs. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter and more frequently if impairment indicators arise, which requires significant judgment. Impairment indicators include events or changes in circumstances that would more likely than not reduce the fair value of a reporting unit with assigned goodwill below its carrying amount. The Company monitors events and changes in circumstances on a continuous basis between annual impairment testing dates to determine if any events or changes in circumstances indicate impairment. Separate intangible assets that have finite useful lives are amortized over their estimated useful lives or over the period in which economic benefit is received. The Company’s finite-lived intangibles consist of customer relationships, acquired backlog, trade names, trademarks, patient communities, and acquired technologies. All finite-lived intangibles, excluding acquired backlog, are amortized on a straight-line basis over the estimated useful life of the asset. Acquired backlog is amortized on an accelerated basis, which coincides with the period of economic benefit received by the Company. The goodwill impairment test involves comparing the estimated fair value of each reporting unit, including goodwill, to its carrying value using a qualitative or quantitative analysis. If the qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value for the reporting unit, the Company will perform a quantitative analysis of the reporting unit. If based on the qualitative analysis it is more likely than not that the reporting unit’s estimated fair value exceeds its carrying value, no further analysis is required. If after performing the quantitative analysis it is more likely than not that the reporting unit’s carrying value exceeds its estimated fair value, a non-cash goodwill impairment loss must be recognized in an amount equal to that excess for that reporting unit, not to exceed the total goodwill amount for that reporting unit. The fair value of a reporting unit could be negatively impacted by future events and circumstances. Such events or circumstances include a future decline in the Company’s results of operations, a decline in the valuation of biopharmaceutical company stocks, an increase in weighted-average cost of capital, a significant slowdown in the worldwide economy, failure to meet the performance projections included in the Company’s forecasts of future operating results, loss of key customers, and a reduction in research and development (“R&D”) spending or outsourcing by biopharmaceutical companies, among other events and circumstances. When performing the quantitative analysis, the Company estimates the fair value of each reporting unit using the income approach. This approach incorporates a discounted cash flow model in which the estimated future cash flows of the reporting unit are discounted using a risk-adjusted weighted-average cost of capital. The forecasts used in the discounted cash flow model for each reporting unit are based in part on strategic plans and represent the Company’s estimates based on current and forecasted business and market conditions. The determination of fair value for each reporting unit requires significant judgments and estimates and actual results could be materially different than those judgments and estimates, which may result in a non-cash impairment charge. The Company completed an annual impairment test as of October 1, 2022 for all four of its reporting units, and concluded that there were no impairments. The Company performed a quantitative analysis for its Communications reporting unit, which had a goodwill balance of $ 529.1 million as of December 31, 2022. The Company concluded that the estimated fair value of its Communications reporting unit exceeded its carrying value by approximately $ 19.0 million, or 3 %, and therefore no impairment existed. The Company reviews intangible assets at the end of each reporting period to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets might not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of identified assets by comparing the projected undiscounted cash flows associated with the related asset or group of assets to their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets and occur in the period in which the impairment determination is made. The weighted average estimated useful lives of the Company’s intangible assets were as follows as of December 31: 2022 2021 Customer relationships 9.8 years 9.8 years Acquired backlog 2.6 years 2.6 years Trade names and trademarks 5.5 years 5.5 years Patient communities 6.0 years 6.0 years Acquired technologies 5.8 years 6.0 years No intangible asset impairment charges were recorded for the years ended December 31, 2022 or 2021 . For additional information regarding the carrying values of intangible assets, see “Note 2 – Financial Statement Details.” Contingencies In the normal course of business, the Company periodically becomes involved in various proceedings and claims, including investigations, disputes, litigations, and regulatory matters that are incidental to its business. The Company evaluates the likelihood of an unfavorable outcome of all legal and regulatory matters and records accruals for probable loss contingencies for which the amount of the loss can be reasonably estimated. Gain contingencies are not recognized until realized. Legal fees are expensed as incurred. Because these matters are inherently unpredictable, and unfavorable developments or resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. These judgments and estimates are based, among other factors, on the status of the proceedings, the merits of the Company’s defenses, and the consultation with in-house and external counsel. The Company regularly reviews contingencies to determine whether its accruals and related disclosures are adequate. Although the Company believes that it has substantial defenses in these matters, the amount of losses incurred as a result of actual outcomes may differ significantly from the Company’s estimates. Revenue Recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers and all related amendments (“ASC 606”), revenue is recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract’s transaction price is allocated to each performance obligation and is recognized as revenue, when, or as, each performance obligation is satisfied. The majority of the Company’s Clinical Solutions segment contracts have a single performance obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. The majority of the Company’s revenue arrangements are service contracts that range in duration from a few months to several years. Substantially all of the Company’s performance obligations, and associated revenue, are transferred to the customer over time. The Company generally receives compensation based on measuring progress toward completion using anticipated project budgets for direct labor and prices for each service offering. The Company is also reimbursed for certain third-party pass-through and out-of-pocket costs. In addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount included in the transaction price is estimated based on the Company’s anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future. Most of the Company’s contracts can be terminated by the customer without cause with a notice period that generally ranges from 30 to 90 days. In the event of termination, the Company’s contracts generally provide that the customer pay the Company for: (i) fees earned through the termination date; (ii) fees and expenses for winding down the project, which include both fees incurred and actual expenses; (iii) non-cancellable expenditures; and (iv) in some cases, a fee to cover a portion of the remaining professional fees on the project. The Company’s long-term clinical trial contracts contain implied substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination penalties result in these types of contracts being treated as long-term for revenue recognition purposes. Changes in the scope of work are common, especially under long-term contracts, and generally result in a change in the total contract transaction price. If the customer does not agree to a contract modification, the Company could bear the risk of cost overruns. Most of the Company’s contract modifications are for services that are not distinct from the services under the existing contract due to the significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of contract modification. Capitalized Costs The Company capitalizes certain costs associated with commissions and bonuses paid to its employees in the Clinical Solutions segment because these costs are incurred in obtaining contracts that have a term greater than one year. Capitalized costs are included in prepaid expenses and other current assets and other long-term assets in the accompanying consolidated balance sheets. The Company amortizes these costs in a manner that is consistent with the pattern of revenue recognition described below. The Company expenses costs to obtain contracts that have a term of less than one year. Clinical Solutions The Company’s Clinical Solutions segment provides solutions to address the clinical development needs of customers. The Company provides total biopharmaceutical program development through its full-service platform, while also providing discrete services for any part of a clinical trial, primarily through functional service provider, Early Stage, and Real World and Late Phase (“RWLP”) services. The services provided via the full-service platform and RWLP platforms generally span several years and a significant benefit to the customer is provided by integrating the services provided by the Company’s employees as well as those performed by third parties. Because the Company’s full-service platform provides a significant integration service to the customer, these contracts contain a single performance obligation. Revenue is recognized over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-through costs) incurred to date relative to total estimated costs to complete (“cost-to-cost measure of progress”). Under the cost-to-cost measure of progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator payments, and pass-through costs. The estimate of total estimated costs at completion requires significant judgment. Contract estimates are based on various assumptions to project future outcomes of events that often span several years. These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch-up basis in the period they become known. The remaining service offerings within the Clinical Solutions segment are generally short-term, month-to-month contracts, time and materials basis contracts, or provide a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (“series”). As such, revenue for these service offerings is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period. Commercial Solutions The Company’s Commercial Solutions segment provides a broad suite of complementary commercialization services including Deployment Solutions, communications (advertising and public relations), and consulting services. Deployment Solutions contracts offer outsourced services to promote commercial products on behalf of a customer. The remaining Commercial Solutions contracts are generally short-term, month-to-month contracts or time and materials contracts. As such, Commercial Solutions revenue is generally recognized as services are performed for the amount of consideration the Company estimates it is entitled to for the period. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract. Accounts Receivable, Unbilled Services, and Deferred Revenue Accounts receivable are recorded at net realizable value. Unbilled accounts receivable arise when services have been rendered for which revenue has been recognized but the customers have not been billed. Contractual provisions and payment schedules may or may not correspond to the timing of the performance of services under the contract. Unbilled services include contract assets, under which the right to bill the customer is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Deferred revenue is a contract liability that consists of customer payments received in advance of performance and billings in excess of revenue recognized, net of r |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Financial Statement Details | 2. Financial Statement Details Accounts Receivable and Unbilled Services, net Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following as of December 31 (in thousands): 2022 2021 Accounts receivable billed $ 898,839 $ 873,265 Accounts receivable unbilled 227,210 241,799 Contract assets 531,234 417,411 Less: Allowance for doubtful accounts ( 12,121 ) ( 7,585 ) Accounts receivable and unbilled services, net $ 1,645,162 $ 1,524,890 The following table summarizes the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2022 2021 2020 Balance at the beginning of the period $ ( 7,585 ) $ ( 7,615 ) $ ( 5,381 ) Impact from adoption of ASU 2016-13 — — ( 2,771 ) Current year provision ( 4,597 ) ( 367 ) ( 695 ) Write-offs, net of recoveries and the effects of foreign currency exchange 61 397 1,232 Balance at the end of the period $ ( 12,121 ) $ ( 7,585 ) $ ( 7,615 ) 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 years ended December 31, 2022 and 2021, the Company factored $ 127.0 million and $ 129.1 million, respectively, of trade accounts receivable on a non-recourse basis and received $ 126.2 million and $ 128.9 million, respectively, in cash proceeds from the sale. The fees associated with these transactions were insignificant. Property and Equipment, net Property and equipment, net of accumulated depreciation, consisted of the following as of December 31 (in thousands): 2022 2021 Software $ 186,880 $ 159,736 Leasehold improvements 104,803 96,188 Computer equipment 101,739 91,937 Vehicles 87,213 77,674 Office furniture, fixtures, and equipment 69,742 65,018 Buildings and land 4,724 5,692 Assets not yet placed in service 41,192 28,706 Property and equipment, gross 596,293 524,951 Less: Accumulated depreciation ( 331,998 ) ( 302,294 ) Property and equipment, net $ 264,295 $ 222,657 As of December 31, 2022 and 2021, the gross book value of vehicles under finance leases was $ 87.2 million and $ 77.7 million , respectively, and accumulated depreciation was $ 24.1 million and $ 30.0 million , respectively. For the years ended December 31, 2022 and 2021 , amortization charges related to these assets, net of rebates, were $ 20.5 million and $ 17.5 million, respectively, and were included in depreciation on the accompanying consolidated statements of income. Goodwill and Intangible Assets The changes in carrying amount of goodwill by segment were as follows (in thousands): Clinical Commercial Total Balance as of December 31, 2020 $ 3,216,335 $ 1,559,843 $ 4,776,178 Acquisitions (c) 192,286 — 192,286 Impact of foreign currency translation and other (d) 40,078 ( 52,527 ) ( 12,449 ) Balance as of December 31, 2021 3,448,699 1,507,316 4,956,015 Acquisitions (e) 2,258 2,924 5,182 Impact of foreign currency translation ( 45,080 ) ( 18,599 ) ( 63,679 ) Balance as of December 31, 2022 $ 3,405,877 $ 1,491,641 $ 4,897,518 (a) Accumulated impairment losses of $ 8.1 million associated with the Clinical Solutions segment were recorded prior to 2016 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. No impairment of goodwill was recorded for the years ended December 31, 2022, 2021, or 2020. (b) Accumulated impairment losses of $ 8.0 million associated with the Commercial Solutions segment were recorded prior to 2015 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the years ended December 31, 2022, 2021, or 2020. (c) Amount represents goodwill recognized in connection with the acquisitions of StudyKIK Corporation (“StudyKIK”) and RxDataScience, Inc. (“RxDataScience”), other insignificant acquisitions in 2021, and insignificant measurement period adjustments recognized in connection with the 2020 acquisitions of SHCR Holdings Corporation (“Synteract”) and Illingworth Research Group (“Illingworth Research”) within the Clinical Solutions segment. (d) Includes $ 44.2 million reallocation of goodwill from the Commercial Solutions segment to the Clinical Solutions segment to reflect the transfer of the Kinapse Regulatory and Operations Consulting service lines to align with management reporting in 2021. (e) Amount represents goodwill recognized in connection with insignificant acquisitions and measurement period adjustments in connection with insignificant 2021 acquisitions during the year ended December 31, 2022. Intangible assets, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Customer relationships $ 1,524,427 $ ( 931,068 ) $ 593,359 $ 1,547,925 $ ( 811,542 ) $ 736,383 Acquired backlog 173,963 ( 164,515 ) 9,448 175,826 ( 154,475 ) 21,351 Trade names and trademarks 54,972 ( 36,177 ) 18,795 55,728 ( 28,806 ) 26,922 Patient communities 45,100 ( 9,709 ) 35,391 45,100 ( 2,192 ) 42,908 Acquired technologies 30,050 ( 6,180 ) 23,870 27,800 ( 1,297 ) 26,503 Intangible assets, net $ 1,828,512 $ ( 1,147,649 ) $ 680,863 $ 1,852,379 $ ( 998,312 ) $ 854,067 The future estimated amortization expense for intangible assets as of December 31, 2022 is expected to be as follows (in thousands): Year Ended December 31, 2023 $ 151,216 2024 144,983 2025 130,813 2026 108,527 2027 91,778 2028 and thereafter 53,546 Total $ 680,863 Accrued Expenses Accrued expenses consisted of the following as of December 31 (in thousands): 2022 2021 Professional fees, investigator fees, and pass-through costs $ 300,756 $ 283,432 Compensation, including bonuses, fringe benefits, and payroll taxes 178,862 215,386 Income and other taxes 22,689 25,723 Rebates to customers 21,826 22,367 Contingent obligations, current 14,600 3,397 Restructuring and other costs, current portion 12,804 6,657 Interest rate swaps - current — 1,827 Other liabilities 62,663 55,652 Total accrued expenses $ 614,200 $ 614,441 Accumulated Other Comprehensive Loss, Net of Taxes Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ ( 49,618 ) $ ( 40,801 ) Derivative Instruments: Beginning balance ( 2,621 ) ( 18,761 ) Other comprehensive income before reclassifications 16,626 2,963 Reclassification adjustments ( 8,395 ) 13,177 Ending balance 5,610 ( 2,621 ) Foreign Currency Translation: Beginning balance ( 46,997 ) ( 22,040 ) Other comprehensive loss before reclassifications ( 92,487 ) ( 24,957 ) Ending balance ( 139,484 ) ( 46,997 ) Accumulated other comprehensive loss, net of taxes $ ( 133,874 ) $ ( 49,618 ) Changes in accumulated other comprehensive loss consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Unrealized gain (loss) on derivative instruments: Unrealized gain (loss) during period, before taxes $ 22,180 $ 4,084 $ ( 27,647 ) Income tax expense (benefit) 5,554 1,121 ( 7,201 ) Unrealized gain (loss) during period, net of taxes 16,626 2,963 ( 20,446 ) Reclassification adjustment, before taxes ( 11,229 ) 17,655 22,328 Income tax (benefit) expense ( 2,834 ) 4,478 5,807 Reclassification adjustment, net of taxes ( 8,395 ) 13,177 16,521 Total unrealized gain (loss) on derivative instruments, net of taxes 8,231 16,140 ( 3,925 ) Foreign currency translation adjustments: Foreign currency translation adjustments, before taxes ( 93,121 ) ( 26,429 ) 36,071 Income tax (benefit) expense ( 634 ) ( 1,472 ) 1,354 Foreign currency translation adjustments, net of taxes ( 92,487 ) ( 24,957 ) 34,717 Total other comprehensive (loss) income, net of taxes $ ( 84,256 ) $ ( 8,817 ) $ 30,792 Other Expense (Income), Net Other expense (income), net consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Net realized foreign currency loss $ 12,780 $ 2,190 $ 3,175 Net unrealized foreign currency (gain) loss ( 10,724 ) ( 5,928 ) 4,147 Gain on sale of business — — ( 7,133 ) Equity investment loss (income) 1,000 ( 1,950 ) ( 3,745 ) Other, net 3,966 ( 2,945 ) 580 Total other expense (income), net $ 7,022 $ ( 8,633 ) $ ( 2,976 ) Supplemental disclosure of cash flow information The following table provides details of supplemental cash flow information (in thousands): Year Ended December 31, 2022 2021 2020 Cash paid for income taxes, net of refunds $ 66,900 $ 35,100 $ 23,400 Cash paid for interest (excluding finance leases) 75,384 63,952 83,690 Supplemental disclosure of noncash investing and financing activities Non-cash investment to acquire certain intellectual property rights from a customer in lieu of cash payment for services rendered — — 27,300 Fair value of contingent consideration related to acquisitions 1,500 19,158 — Change in property and equipment included in liabilities 4,117 1,753 11,684 Vehicles acquired through finance lease agreements 51,473 28,994 20,203 |
Acquisitions, Divestitures, and
Acquisitions, Divestitures, and Investments | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions, Divestitures, and Investments | 3. Acquisitions, Divestitures, and Investments RxDataScience Acquisition On October 6, 2021 , the Company completed the acquisition of RxDataScience , a specialist organization that helps biopharmaceutical customers solve challenging problems through advanced analytics, data management, and artificial intelligence. The total purchase consideration was $ 67.5 million (net of cash acquired of $ 2.4 million). The Company recognized $ 53.2 million of goodwill and $ 18.0 million of intangible assets. The remainder of consideration was attributed to other net assets, primarily related to net working capital. Refer to “Note 15 – Related-Party Transactions” for further information. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax purposes. The operating results from the acquisition have been included in the Company’s Clinical Solutions segment from the date of acquisition. StudyKIK Acquisition On September 13, 2021 , the Company completed the acquisition of StudyKIK , a leading clinical trial recruitment and retention company, expanding the Company’s portfolio of patient-direct, technology-enabled solutions. The total purchase consideration was $ 203.6 million (net of cash acquired of $ 1.0 million). The Company recognized $ 115.3 million of goodwill and $ 91.8 million of intangible assets. The remainder of consideration was attributed to other net assets, primarily related to net working capital. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax purposes. The operating results from the acquisition have been included in the Company’s Clinical Solutions segment from the date of acquisition. The following table summarizes the fair values of identified intangible assets and their respective useful lives (dollars in thousands): Estimated Fair Value Estimated Useful Life Customer relationships $ 22,300 6 years Acquired backlog 1,800 1.25 years Trade name 2,700 6 years Patient communities 45,100 6 years Acquired technologies 19,900 6 years Total intangible assets $ 91,800 Synteract Acquisition On December 9, 2020 , the Company completed the acquisition of Synteract , effected through the purchase of 100 % of the outstanding shares of Synteract for approximately $ 385.5 million in cash (net of approximately $ 28.0 million of cash acquired), which included payment of $ 1.0 million during the first quarter of 2021. Synteract is a contract research organization focused on the emerging biopharmaceutical industry, strengthening the Company’s position in the small to mid-sized (“SMID”) category. The Company recognized $ 363.7 million of goodwill and $ 56.4 million of intangible assets, including acquired backlog and trade name, as a result of the acquisition. Allocation of Consideration Transferred The following table summarizes the estimated fair value of the net assets acquired at the date of the acquisition (dollars in thousands): Assets acquired: Cash and cash equivalents $ 28,028 Accounts receivable and unbilled services 39,723 Prepaid expenses and other current assets 2,160 Property and equipment 3,978 Operating lease right-of-use assets 10,839 Other identifiable intangible assets 56,400 Goodwill 363,733 Other assets 4,121 Total assets acquired 508,982 Liabilities assumed: Accounts payable and accrued expenses 25,623 Deferred revenue 45,272 Operating lease obligations 15,693 Deferred income taxes, net 7,754 Other liabilities 1,126 Total liabilities assumed 95,468 Net assets acquired $ 413,514 The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax purposes. The operating results from the acquisition of Synteract have been included in the Company’s Clinical Solutions segment from the date of acquisition. The following table summarizes the fair value of identified intangible assets and their respective useful lives at the date of the acquisition (dollars in thousands): Estimated Fair Value Estimated Useful Life Acquired backlog $ 37,200 4 years Trade name 19,200 8 years Total intangible assets $ 56,400 Illingworth Research Group Acquisition On December 17, 2020 , the Company completed the acquisition of Illingworth Research, a leading provider of clinical research home health services, adding new scale and capabilities to the Company’s clinical trial solutions. The total purchase consideration was $ 80.9 million (net of cash acquired of $ 1.1 million), which included payments of $ 9.0 million during the first quarter of 2021. The Company recognized $ 64.6 million of goodwill and $ 21.5 million of intangible assets, principally customer relationships, as a result of the acquisition. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax purposes. The operating results from the acquisition of Illingworth Research have been included in the Company’s Clinical Solutions segment from the date of acquisition. Pro forma information for these acquisitions is not presented as the operations of the acquired businesses, individually and in the aggregate, are not significant to the overall operations of the Company. Divestitures During 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 (income), net in the accompanying consolidated statements of income during 2022 and 2021, respectively, which reflects the maximum amount of future cash consideration. Refer to “Note 15 – Related-Party Transactions” for further information. During 2020, the Company sold its medication adherence business for consideration of $ 23.0 million, including cash consideration of $ 18.0 million, net of cash transferred, and convertible notes of $ 5.0 million, resulting in a gain on sale of $ 7.1 million. The Company received $ 5.0 million of cash proceeds from the notes receivable during 2021. Based on the performance of the business through 2021, the Company recognized $ 3.0 million and $ 3.6 million of contingent consideration for the years ended December 31, 2021 and 2020, respectively. The gain on sale and contingent consideration were recognized in other expense (income), net in the accompanying consolidated statements of income. 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 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 2021. Based on the hypothetical liquidation book value of its investment as of December 31, 2022 and 2021, the Company recognized $ 3.8 million and $ 5.3 million of losses during the years ended December 31, 2022 and 2021, respectively, to other expense (income), net in the accompanying consolidated statements of income. As of December 31, 2022 and 2021, the book value of the Company’s investment was $ 10.4 million and $ 16.2 million, respectively, and was included in other long-term assets in the accompanying consolidated balance sheets, with a maximum exposure to loss of approximately $ 14.4 million as of December 31, 2022, which includes funding of the loan. |
Long-Term Debt Obligations
Long-Term Debt Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Obligations | 4. Long-Term Debt Obligations The Company’s debt obligations consisted of the following as of December 31 (in thousands): 2022 2021 Secured Debt Term A Facility due November 2027 $ 1,350,000 $ — Revolver due November 2027 120,993 — Accounts receivable financing agreement due October 2025 550,000 400,000 Term Loan A - tranche one due March 2024 — 149,195 Term Loan A - tranche two due August 2024 — 1,636,797 Total secured debt 2,020,993 2,185,992 Unsecured Debt Senior notes due January 2029 (the “Notes”) 600,000 600,000 Total debt obligations 2,620,993 2,785,992 Less: Term loan original issuance discount ( 3,322 ) ( 2,228 ) Less: Unamortized deferred issuance costs ( 6,505 ) ( 8,043 ) Total long-term debt $ 2,611,166 $ 2,775,721 Credit Agreement On November 4, 2022, the Company entered into an Amended & Restated Credit Agreement (“A&R Credit Agreement”) that extended and refinanced the Company’s existing credit agreement, dated August 1, 2017, among the Company, the lenders party thereto, JPMorgan, as Administrative Agent and Collateral Agent, and each of the other parties thereto (“Credit Agreement”) that previously included a $ 1.55 billion Term Loan A facility (“Term Loan A”) and a $ 600.0 million revolving credit facility (the “Revolver”). The A&R Credit Agreement matures in November 2027 and now includes a $ 1.35 billion term loan A facility (“Term A Facility”) and an increase to the Revolver of $ 400.0 million to $ 1.00 billion . The full Term A Facility and $ 261.0 million on the Revolver was drawn at closing to pay off Term Loan A. In connection with this payoff and earlier prepayments, the Company recorded a $ 0.8 million loss on extinguishment of debt during the year ended December 31, 2022. The Term A Facility was issued net of a discount and debt issuance costs totaling $ 2.3 million. As of December 31, 2022, the interest rate on the Term A Facility was 5.67 %. All obligations under the A&R Credit Agreement are guaranteed by the Company and certain of the Company’s direct and indirect wholly-owned domestic subsidiaries. The obligations under the A&R Credit Agreement are secured by substantially all of the assets of the Company and the guarantors, including 65 % of the capital stock of certain controlled foreign subsidiaries. Term A Facility borrowings bear interest at a rate per annum equal to the Alternate Base Rate plus an applicable rate or Adjusted Term SOFR Rate plus an applicable rate, subject to a pricing grid based on the first lien leverage ratio. Revolver borrowings in U.S. Dollars bear interest at a rate per annum equal to the Alternate Base Rate plus an applicable rate, Adjusted Term SOFR Rate plus an applicable rate or Adjusted Daily Simple SOFR Rate plus an applicable rate, each also subject to a pricing grid based on the first lien leverage ratio. Revolver borrowings in Canadian Dollars, Sterling, Euro, Japanese Yen, and Singapore Dollars bear interest at a rate per annum equal to the applicable Term Benchmark, Credit Balance Refund (“CBR”) or Risk Free Rate (“RFR”) (each as defined in the A&R Credit Agreement), as applicable, plus an applicable rate, in each case, also subject to a pricing grid based on the first lien leverage ratio. The A&R Credit Agreement provides that the Company will make scheduled quarterly payments on the Term A Facility equal to 0 % of the original principal amount of the Term A Facility through January 2024, 0.625 % in April 2024 and July 2024, and 1.25 % in October 2024 and quarterly thereafter, with the remaining balance payable on maturity date. The applicable margins with respect to Alternate Base Rate and Adjusted RFR/CBR/Term Benchmark borrowings are determined depending on the “First Lien Leverage Ratio” or the “Secured Net Leverage Ratio” (as defined in the A&R Credit Agreement) and range as follows: Alternate Adjusted RFR/CBR/Term Benchmark Rate Term A Facility 0.25 % - 0.50 % 1.25 % - 1.50 % Revolver 0.25 % - 0.50 % 1.25 % - 1.50 % The Company also pays a quarterly commitment fee between 0.20 % and 0.30 % on the average daily unused balance of the Revolver depending on the “First Lien Leverage Ratio” at the adjustment date. Revolver and Letters of Credit The Revolver includes letters of credit (“LOCs”) with a sublimit of $ 150.0 million . Fees are charged on all outstanding LOCs at an annual rate equal to the margin in effect on Adjusted RFR/CBR/Term Benchmark Rate revolving loans plus participation and fronting fees. As of December 31, 2022, there were $ 121.0 million of outstanding borrowings under the Revolver and $ 14.1 million of LOCs outstanding, leaving $ 864.9 million of available borrowings under the Revolver, including $ 135.9 million available for LOCs. As of December 31, 2022, the interest rate on the Revolver was 5.65 %. Accounts Receivable Financing Agreement Under the Company’s accounts receivable financing agreement (the “Receivables Financing Agreement”), certain of the Company’s consolidated subsidiaries sell accounts receivable and unbilled services (including contract assets) balances to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”), which is the borrower under the facility. The facility is without recourse to the Company or any subsidiaries of the Company other than the SPE, other than with respect to limited indemnity obligations of the selling entities and the servicer of the receivables in respect of the character of the receivables sold by them and the performance of the servicing duties. On October 3, 2022, the Company amended its Receivables Financing Agreement to increase the amount it can borrow from $ 400.0 million to $ 550.0 million, extended the maturity to October 2025, 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. As of December 31, 2022, the Company had $ 550.0 million of outstanding borrowings under the Receivables Financing Agreement, which are recorded in long-term debt on the accompanying consolidated balance sheet. There was no remaining borrowing capacity available under this agreement as of December 31, 2022. The Receivables Financing Agreement is secured by a lien on certain receivables and other assets, and the Company has guaranteed the performance of the obligations of existing and future subsidiaries that sell and service the accounts receivable under this agreement. The available borrowing capacity varies monthly according to the levels of the Company’s eligible accounts receivable and unbilled receivables. Loans under this agreement will accrue interest at an annual rate equal to the Adjusted SOFR Rate plus an applicable margin, subject to a pricing grid based on the Company’ s first lien leverage ratio. The Adjusted SOFR rate is equal to the Daily Simple SOFR Rate or the Term SOFR Rate (each as defined in the Receivables Financing Agreement), as applicable, for the applicable interest period plus 0.10 % subject to a floor of 0 %. As of December 31, 2022, the interest rate on the accounts receivable financing agreement was 5.32 %. The Notes On November 24, 2020, the Company completed the issuance and sale of the Notes, with an aggregate principal amount of $ 600.0 million, which bears interest at a rate of 3.625 % per annum, payable semi-annually in arrears beginning on July 15, 2021, and matures on January 15, 2029. The Notes were issued pursuant to an indenture (the “Indenture”), which provides, among other things, that the Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company’s subsidiaries. The Company may redeem some or all of the Notes at any time prior to January 15, 2024 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest. In addition, prior to July 15, 2023, the Company may redeem up to 40 % of the original principal amount of the Notes with proceeds of certain equity offerings at a redemption price equal to 103.625 % of the aggregate principal amount of such Notes plus accrued and unpaid interest. On or after January 15, 2024, the Company may redeem some or all of the Notes at the redemption prices set forth in the Indenture plus accrued and unpaid interest. If the Company sells certain of its assets or experience specific kinds of changes of control, the Company is required to offer to repurchase the Notes at a repurchase price equal to (1) par plus any accrued and unpaid interest in the case of an asset sale or (2) 101% of the aggregate principal amount thereof plus any accrued and unpaid interest in the case of a change of control. Maturities of Debt Obligations As of December 31, 2022, the contractual maturities of the Company’s debt obligations (excluding finance leases that are presented in “Note 19 – Leases”) were as follows (in thousands): Principal Interest (a) 2023 $ — $ 135,976 2024 33,750 135,471 2025 617,500 124,545 2026 67,500 98,379 2027 1,302,243 82,895 2028 and thereafter 600,000 22,656 Less: Term loan original issuance discount ( 3,322 ) Less: Unamortized deferred issuance costs ( 6,505 ) Total $ 2,611,166 $ 599,922 (a) The interest payments on long-term debt in the above table are based on interest rates in effect as of December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | . Leases The Company’s operating leases are primarily related to its office facilities. The Company’s finance leases are related to vehicles that the Company leases for certain sales representatives in its Commercial Solutions segment. The Company’s leases have remaining lease terms of less than one year to 10 years, some of which include options to extend the term or terminate the lease. ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date, and are reduced by lease incentives. The Company uses its incremental borrowing rate as the discount rate to determine the present value of the lease payments for leases that do not have a readily determinable implicit discount rate. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment. The Company determines the incremental borrowing rates for its leases by adjusting the local risk free interest rate with a credit risk premium corresponding to the Company’s credit rating. The Company records rent expense for its operating leases on a straight-line basis from the lease commencement date until the end of the lease term. The Company records finance lease cost as a combination of the amortization expense for the ROU assets and interest expense for the outstanding lease liabilities using the discount rate discussed above. Variable lease payments for operating leases are related to office facilities and include but are not limited to common area maintenance, parking, electricity, and management fees. The variable lease payments for finance leases are related to maintenance programs for leased vehicles. Variable lease payments are based on occurrence or based on usage; therefore, they are not included as part of the initial calculations of the ROU assets and liabilities. The components of lease cost were as follows for the year ended December 31 and the line items on the accompanying consolidated statements of income to which they were recorded were as follows (in thousands): Statement of Income Classification 2022 2021 Operating leases: Fixed lease costs Direct costs, selling, general, and administrative expenses, and restructuring and other costs $ 51,369 $ 55,168 Short-term lease costs Direct costs and selling, general, and administrative expenses 1,655 1,994 Variable lease costs Direct costs, selling, general, and administrative expenses, and restructuring and other costs 44,228 36,760 Total operating lease costs $ 97,252 $ 93,922 Finance leases: Amortization of right-of-use assets Depreciation $ 20,410 $ 17,453 Interest on lease liabilities Interest expense 1,876 605 Variable lease costs Direct costs 9,390 6,231 Total finance lease costs $ 31,676 $ 24,289 Supplemental balance sheet information related to finance leases was as follows as of December 31 (in thousands): 2022 2021 Property and equipment, gross $ 87,213 $ 77,674 Accumulated depreciation ( 24,092 ) ( 30,021 ) Property and equipment, net $ 63,121 $ 47,653 Current portion of finance lease obligations $ 24,011 $ 20,627 Finance lease long-term obligations 44,124 34,181 Total finance lease liabilities $ 68,135 $ 54,808 Supplemental cash flow information related to leases was as follows for the year ended December 31 (in thousands): 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ ( 58,680 ) $ ( 59,863 ) Operating cash flows for finance leases ( 1,876 ) ( 605 ) Financing cash flows for finance leases ( 7,998 ) ( 15,774 ) Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 30,705 $ 43,385 Finance leases 51,473 28,994 Lease obligations closed out in exchange for right-of-use assets: Operating leases $ ( 17,135 ) $ ( 10,122 ) Weighted average remaining lease term as of December 31: 2022 2021 Operating leases 6 years 6 years Finance leases 3 years 3 years Weighted average discount rate as of December 31: 2022 2021 Operating leases 4.8 % 4.7 % Finance leases 4.9 % 1.1 % As of December 31, 2022, maturities of lease liabilities were as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 53,341 $ 26,257 $ 79,598 2024 49,483 24,922 74,405 2025 42,973 18,756 61,729 2026 32,676 5,306 37,982 2027 22,918 1 22,919 2028 and thereafter 52,155 — 52,155 Total lease payments 253,546 75,242 $ 328,788 Less: Management fee — ( 957 ) Less: Imputed interest ( 33,994 ) ( 6,150 ) Total lease liabilities $ 219,552 $ 68,135 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 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 term loan. In June 2018, the Company entered into an interest rate swap with multiple counterparties that had an initial aggregate notional value of $ 1.01 billion, an effective date of December 31, 2018, and expired on June 30, 2021. 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 December 31, 2022, the notional value of this interest rate swap was $ 1.03 billion . The significant terms of these derivatives are substantially the same as those contained within the A&R Credit Agreement, including monthly settlements with the swap counterparties. Interest rate swaps are designated as hedging instruments. The amounts of hedge ineffectiveness recorded in net income during the years ended December 31, 2022, 2021, and 2020 were insignificant. 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 expense (income), net in the accompanying consolidated statements of income. The Company recognized $ 10.0 million and $ 0.7 million of realized losses during the years ended December 31, 2022 and 2021, respectively, related to this foreign exchange forward. As of December 31, 2022, the notional value was zero as the Company discontinued the use of this foreign exchange forward during the year ended December 31, 2022. Fair Values The fair values of the Company’s derivative financial instruments as of December 31 and the line items on the accompanying consolidated balance sheets to which they were recorded were as follows (in thousands): Balance Sheet Classification 2022 2021 Interest rate swaps - current Prepaid expenses and other current assets $ 10,073 $ — Interest rate swaps - non-current Other long-term assets — 948 Fair value of derivative assets $ 10,073 $ 948 Interest rate swaps - current Accrued expenses $ — $ 1,827 Fair value of derivative liabilities $ — $ 1,827 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Assets and Liabilities Carried at Fair Value As of December 31, 2022 and 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 December 31, 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) $ 20,465 $ — $ — $ — $ 20,465 Partnership interest (b) — — — 15,367 15,367 Derivative instruments (c) — 10,073 — — 10,073 Total assets $ 20,465 $ 10,073 $ — $ 15,367 $ 45,905 Liabilities: Contingent obligations related to acquisitions (d) $ — $ — $ 16,100 $ — $ 16,100 Total liabilities $ — $ — $ 16,100 $ — $ 16,100 As of December 31, 2021, the fair value 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 interest (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 December 31, 2022, the Company’s remaining unfunded commitment in the private equity funds was $ 7.1 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 or 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 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 years ended December 31, 2022 and 2021 (in thousands): Balance as of December 31, 2020 $ 6,793 Additions (a) 19,158 Changes in fair value recognized in earnings ( 757 ) Payments (b) ( 7,197 ) Balance as of December 31, 2021 17,997 Additions (c) 1,500 Changes in fair value recognized in earnings ( 315 ) Payments (d) ( 3,082 ) Balance as of December 31, 2022 $ 16,100 (a) Represents obligations in connection with the acquisition of RxDataScience and insignificant acquisitions completed during 2021. (b) The Company made payments to fully settle the contingent tax-sharing obligation arising from inVentiv Health, Inc.’s 2016 merger with Double Eagle Parent, Inc. (see “Note 16 – Commitments and Contingencies” for further information) and obligations in connection with an insignificant acquisition completed during 2021. (c) Represents obligations in connection with an insignificant acquisition completed during 2022. (d) The Company made payments to fully settle the obligations in connection with an insignificant acquisition completed during 2021. During the years ended December 31, 2022 and 2021 , 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 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 December 31, 2022 and 2021, assets carried on the consolidated balance sheets and not remeasured to fair value on a recurring basis totaled $ 5.59 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 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 and the Notes were as follows (in thousands): December 31, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Term A Facility due November 2027 $ 1,346,678 $ 1,329,750 $ — $ — Senior notes due January 2029 600,000 484,500 600,000 595,500 Term Loan A - tranche one due March 2024 — — 149,008 148,945 Term Loan A - tranche two due August 2024 — — 1,634,756 1,635,138 (a) The carrying value of the term loan debt is shown net of original issue discounts. |
Restructuring and Other Costs
Restructuring and Other Costs | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Costs | 7. Restructuring and Other Costs During the year ended December 31, 2022, the Company incurred employee severance and benefit costs, facility and lease termination costs, and other costs related to its restructuring activities. The costs incurred were primarily related to the Company’s margin enhancement initiatives and specific actions focused on streamlining the operations of its Clinical Solutions segment to optimize efficiency and enhance the delivery of customer projects. The Company expects to continue to incur costs related to its business transformation initiatives, including the potential outsourcing of certain administrative functions during 2023 and beyond as the Company continues the ongoing evaluations of its global workforce and facilities infrastructure needs to improve customer engagement, increase innovation, and achieve operating efficiencies. Restructuring and other costs consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Employee severance and benefit costs $ 33,534 $ 14,526 $ 26,321 Facility and lease termination costs 19,107 8,226 2,313 Other costs 4,000 64 780 Total restructuring and other costs $ 56,641 $ 22,816 $ 29,414 Accrued Restructuring Liabilities The following table summarizes activity related to employee severance and benefit costs within accrued restructuring liabilities (in thousands): Balance as of December 31, 2020 $ 5,830 Expenses incurred (a) 14,574 Payments ( 13,747 ) Balance as of December 31, 2021 6,657 Expenses incurred (a) 33,534 Payments ( 27,387 ) Balance as of December 31, 2022 $ 12,804 (a) There were no non-cash restructuring and other expenses incurred for the years ended December 31, 2022 and 2021. The amount of expenses incurred for the years ended December 31, 2022 and 2021 excludes $ 4.0 million and $ 0.1 million, respectively, of other costs that were paid through accounts payable and $ 19.1 million and $ 8.2 million, respectively, 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 consolidated balance sheets. The Company expects the employee severance costs accrued as of December 31, 2022 will be paid within the next twelve months and are included within accrued expenses on the accompanying consolidated balance sheet. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 8. Shareholders’ Equity Shares Outstanding Shares of common stock outstanding were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Common stock shares, beginning balance 103,764 103,935 103,866 Repurchases of common stock ( 1,929 ) ( 1,500 ) ( 1,256 ) Issuances of common stock 1,076 1,329 1,325 Common stock shares, ending balance 102,911 103,764 103,935 Stock Repurchase Programs On February 26, 2018, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $ 250.0 million of the Company’s common stock 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, 2019 (the “2018 Stock Repurchase Program”). On December 5, 2019, the Board increased the dollar amount authorized under the 2018 Stock Repurchase Program to up to an aggregate of $ 300.0 million and extended the term of the 2018 Stock Repurchase Program to December 31, 2020. The 2018 Stock Repurchase Program expired on December 31, 2020. On November 17, 2020, the Company’s 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 are 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. For the year ended December 31, 2022, the Company repurchased 1,928,923 shares of its Class A common stock for a total purchase price of $ 150.0 million under the 2021 Stock Repurchase Program. No shares were repurchased under the 2022 Stock Repurchase Program. 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 accumulated deficit. The following table sets forth repurchase activity under the Company’s stock repurchase programs from inception through December 31, 2022: Total number of Average price Approximate dollar March 2018 948,100 $ 39.55 $ 37,493 April 2018 1,024,400 36.60 37,492 January 2019 552,100 39.16 21,623 February 2019 120,600 41.40 4,993 June 2019 509,100 45.29 23,055 August 2019 141,100 49.93 7,045 March 2020 600,000 53.38 32,029 September 2020 506,244 59.26 30,000 October 2020 150,000 54.14 8,122 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 7,980,567 $ 469,334 As of December 31, 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. The following is a summary of the Company’s authorized, issued, and outstanding shares as of December 31: 2022 2021 Shares Authorized: Class A common stock 300,000,000 300,000,000 Class B common stock 300,000,000 300,000,000 Preferred stock 30,000,000 30,000,000 Total shares authorized 630,000,000 630,000,000 Shares Issued and Outstanding: Class A common stock 102,911,209 103,763,635 Class B common stock — — Preferred stock — — Total shares issued and outstanding 102,911,209 103,763,635 Voting Rights and Conversion Rights of Common Stock Each share of Class A common stock is entitled to one vote on all matters to be voted on by the shareholders of the Company, including the election of directors. Each share of Class B common stock is entitled to one vote on all matters to be voted on by the shareholders of the Company, except for the right to vote in the election of directors. Additionally, each share of Class B common stock is convertible (on a one -for-one basis) into Class A common stock at any time at the election of the holder. Dividend Rights and Preferences of Common Stock The holders of Class A and Class B common stock are entitled to dividends on a pro rata basis at such time and in such amounts as declared by the Board. There were no dividends paid during the years ended December 31, 2022, 2021, or 2020. Liquidation Rights and Preferences of Common Stock The holders of Class A and Class B common stock are entitled to participate on a pro rata basis in all distributions made in connection with a voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2022 2021 2020 Numerator: Net income $ 266,497 $ 234,831 $ 192,787 Denominator: Basic weighted average common shares outstanding 102,974 103,872 104,168 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 503 1,193 1,297 Diluted weighted average common shares outstanding 103,477 105,065 105,465 Earnings per share: Basic $ 2.59 $ 2.26 $ 1.85 Diluted $ 2.58 $ 2.24 $ 1.83 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 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 828,023 , 145,342 , and 582,760 for the years ended December 31, 2022, 2021, and 2020 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The components of income before provision for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ 146,767 $ 186,445 $ 122,659 Foreign 167,798 128,715 80,999 Income before provision for income taxes $ 314,565 $ 315,160 $ 203,658 The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Federal income taxes: Current $ 7,908 $ 926 $ ( 15,537 ) Deferred 7,497 45,819 10,188 Foreign income taxes: Current 36,326 27,718 16,019 Deferred ( 7,613 ) ( 4,309 ) ( 3,106 ) State income taxes: Current 5,697 5,163 14,229 Deferred ( 1,747 ) 5,012 ( 10,922 ) Income tax expense $ 48,068 $ 80,329 $ 10,871 Foreign Earnings The Company has approximately $ 753.1 million of undistributed foreign earnings, of which approximately $ 474.0 million will remain indefinitely reinvested in the foreign jurisdictions. These earnings are expected to be used to support the growth and working capital needs of the Company’s foreign subsidiaries. It is impracticable to determine the total amount of unrecognized deferred taxes with respect to these indefinitely reinvested earnings. The remaining $ 279.1 million of undistributed foreign earnings are not considered indefinitely reinvested, and the Company has provided a $ 4.6 million deferred tax liability, primarily related to the estimated withholding tax and state taxes that would be due upon repatriation. BEAT The Company’s base eroding payments do not exceed the three percent threshold of its deductible payments in 2022; therefore, the Company has not recorded any base erosion and anti-abuse minimum tax (“BEAT”) liability for the years ended December 31, 2022, 2021, and 2020. Actual income tax expense differed from the amount computed by applying the U.S. federal tax rate of 21 % to pre-tax income as a result of the following (in thousands): Year Ended December 31, 2022 2021 2020 Expected income tax expense at statutory rate $ 66,059 $ 66,184 $ 42,768 Change in income tax expense resulting from: Foreign income inclusion 15,821 11,019 6,013 Foreign earnings not indefinitely reinvested ( 2,400 ) 278 5,071 Foreign tax credits ( 14,884 ) ( 4,390 ) — Changes in income tax valuation allowance (all jurisdictions) 5,895 ( 1,462 ) 14,503 Foreign derived intangible income ( 5,256 ) — — Share-based compensation ( 2,313 ) ( 5,662 ) ( 2,800 ) Research and general business tax credits (a) ( 19,751 ) ( 8,902 ) ( 12,872 ) State and local taxes, net of federal benefit ( 592 ) 11,978 6,924 Capital loss carryforward (b) 350 ( 214 ) ( 16,506 ) Foreign rate differential 5,501 2,865 ( 1,777 ) Changes in reserve for uncertain tax positions including interest 5,822 4,721 ( 18,839 ) Provision to tax return and other deferred tax adjustments ( 10,391 ) ( 771 ) ( 12,325 ) Gain on sale of business — — ( 2,350 ) Nondeductible executive compensation 772 1,649 367 Other, net 3,435 3,036 2,694 Income tax expense $ 48,068 $ 80,329 $ 10,871 (a) Years ended December 31, 2022 and 2021 included a $ 2.3 million and $ 0.8 million, respectively, valuation allowance release and the year ended December 31, 2020 was offset by a $ 9.4 million valuation allowance. (b) Years ended December 31, 2022, 2021 , and 2020 are offset by $ 0.3 million, $ 0.2 million, and $ 16.5 million, respectively, in valuation allowances. The changes in the valuation allowance for deferred tax assets were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance at the beginning of the period $ 97,962 $ 100,310 $ 84,159 Deferred tax assets assumed through acquisitions — — 479 Deferred tax assets released through divestitures — — ( 271 ) Charged (credited) to income tax expense 5,895 ( 1,462 ) 14,503 Foreign currency exchange ( 4,482 ) ( 407 ) 1,440 Other adjustments 148 ( 479 ) — Balance at the end of the period $ 99,523 $ 97,962 $ 100,310 As of December 31, 2022, the valuation allowance increased by $ 1.6 million , resulting from a net increase of $ 5.9 million primarily due to increasing domestic valuation allowances related to state deferred tax assets, offset by foreign currency exchange impacts. As of December 31, 2021, the valuation allowance decreased by $ 2.3 million , resulting from a net decrease of $ 1.5 million primarily due to releasing a domestic valuation allowance related to state deferred tax assets. The income tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows as of December 31 (in thousands): 2022 2021 Deferred tax assets: Net operating losses $ 75,317 $ 134,143 Tax credits 56,120 58,901 Deferred revenue 20,175 — Employee compensation and other benefits 16,841 28,538 Allowance for doubtful accounts 2,808 1,787 Lease obligations 54,239 57,749 Accrued expenses 8,032 13,158 Capital loss carryforward 18,809 20,021 Interest limitation carryforwards 25,584 30,847 Other 835 1,151 Total deferred tax assets 278,760 346,295 Less: valuation allowance ( 99,523 ) ( 97,962 ) Net deferred tax assets 179,237 248,333 Deferred tax liabilities: Undistributed foreign earnings ( 4,606 ) ( 7,778 ) Right of use asset ( 43,170 ) ( 47,532 ) Depreciation and amortization ( 164,393 ) ( 214,636 ) Deferred revenue — ( 17,247 ) Other ( 8,546 ) ( 3,814 ) Total deferred tax liabilities ( 220,715 ) ( 291,007 ) Net deferred tax assets $ ( 41,478 ) $ ( 42,674 ) As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $ 28.6 million and $ 317.4 million, respectively. These carryforwards begin to expire in 2029 , but the Company anticipates utilizing such carryforwards prior to their expirations. As of December 31, 2022 and 2021 , the Company had state NOL carryforwards of approximately $ 717.8 million and $ 840.4 million, respectively, a portion of which expire annually. The Company also had foreign NOL carryforwards of $ 122.0 million and $ 98.9 million as of December 31, 2022 and 2021, respectively. The majority of these carryforwards have indefinite carryforward periods, but valuation allowances have been established for jurisdictions where the future benefits of the NOL carryforwards are not more likely than not to be realized. As of December 31, 2022 and 2021 , the Company had Canadian R&D credit carryforwards of $ 54.6 million and $ 56.1 million, respectively. These credit carryforwards have an indefinite life, but for the years ended December 31, 2022 and 2021 , valuation allowances of $ 54.6 million and $ 56.1 million, respectively, have been established against these tax credits where the future benefits of the credits are not more likely than not to be realized. The Company’s gross unrecognized tax benefits, exclusive of associated interest and penalties, were $ 16.8 million and $ 12.1 million as of December 31, 2022 and 2021 , respectively. The increase of $ 4.7 million was primarily due to increase in positions relating to prior years in both domestic and foreign jurisdictions. The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense in the accompanying consolidated statements of income. As of December 31, 2022 and 2021 , the Company had accrued interest and penalties related to uncertain tax positions of $ 2.5 million and $ 2.4 million, respectively. The Company believes it is reasonably possible that its unrecognized tax benefits may decrease by approximately $ 1.9 million within the next 12 months as a result of lapses in statutes of limitations. A reconciliation of the beginning and ending balances of unrecognized tax benefits, excluding accrued interest and penalties, is as follows (in thousands): Unrecognized tax benefits balance as of December 31, 2019 $ 23,238 Increases for tax positions in the current year 254 Increases for tax positions of prior years 3,237 Decreases for tax positions in prior year ( 2,540 ) Impact of foreign currency translation 132 Lapse of statute limitations ( 15,288 ) Unrecognized tax benefits balance as of December 31, 2020 9,033 Increases for tax positions in the current year 386 Increases for tax positions of prior years 4,233 Settlements with tax authorities ( 1,131 ) Impact of foreign currency translation ( 169 ) Lapse of statute limitations ( 234 ) Unrecognized tax benefits balance as of December 31, 2021 12,118 Increases for tax positions in the current year 601 Increases for tax positions of prior years 5,145 Impact of foreign currency translation ( 565 ) Lapse of statute limitations ( 515 ) Unrecognized tax benefits balance as of December 31, 2022 $ 16,784 Due to the geographic breadth of the Company’s operations, numerous tax audits may be ongoing throughout the world at any point in time. Income tax liabilities are recorded based on estimates of additional income taxes which will be due upon the conclusion of these audits. Estimates of these income tax liabilities are made based upon prior experience and are updated in light of changes in facts and circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be materially different from these estimates. In such an event, the Company will record additional income tax expense or benefit in the period in which such resolution occurs. 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 NOL carryforwards. Additionally, the Company currently has an ongoing examination for tax years 2014 to 2020 in the United Kingdom (“UK”). The UK 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 | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | 11. Revenue from Contracts with Customers Unsatisfied Performance Obligations As of December 31, 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 606 was $ 5.96 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 year ended December 31, 2022 , the Company recognized approximately $ 642.0 million of revenue that was included in the deferred revenue balance at the beginning of the year. During the year ended December 31, 2022, there were reductions of approximately $ 20.2 million 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 | 12 Months Ended |
Dec. 31, 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 leading fully integrated biopharmaceutical solutions organization built to accelerate customer success. We translate unique clinical, medical affairs and commercial insights into outcomes to address modern market re alities. Clinical Solutions offers comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phase 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 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, communications 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): Year Ended December 31, 2022 2021 2020 Revenue: Clinical Solutions $ 4,070,618 $ 4,017,725 $ 3,346,208 Commercial Solutions 1,322,464 1,195,245 1,069,569 Total revenue 5,393,082 5,212,970 4,415,777 Segment direct costs: Clinical Solutions 3,027,509 3,013,955 2,519,465 Commercial Solutions 1,078,745 947,309 847,330 Total segment direct costs 4,106,254 3,961,264 3,366,795 Segment selling, general, and administrative expenses: Clinical Solutions 353,647 353,990 283,633 Commercial Solutions 84,615 82,516 82,709 Total segment selling, general, and administrative expenses 438,262 436,506 366,342 Segment operating income: Clinical Solutions 689,462 649,780 543,110 Commercial Solutions 159,104 165,420 139,530 Total segment operating income 848,566 815,200 682,640 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 32,562 33,220 31,347 Share-based compensation included in selling, general, and administrative expenses 24,708 31,984 27,144 Corporate selling, general, and administrative expenses 84,284 102,275 79,240 Restructuring and other costs 56,641 22,816 29,414 Depreciation and amortization 247,179 235,625 222,352 Total income from operations $ 403,192 $ 389,280 $ 293,143 |
Operations by Geographic Locati
Operations by Geographic Location | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2022 2021 2020 Revenue: North America (a) $ 3,226,205 $ 3,144,475 $ 2,791,590 Europe, Middle East, and Africa 1,334,825 1,333,540 1,059,968 Asia-Pacific 680,390 594,163 465,116 Latin America 151,662 140,792 99,103 Total revenue $ 5,393,082 $ 5,212,970 $ 4,415,777 (a) Revenue for the North America region includes revenue attributable to the U.S. of $ 3.02 billion , $ 2.95 billion, and $ 2.64 billion, or 56.1 % , 56.6 %, and 59.9 % of total revenue, for the years ended December 31, 2022, 2021, and 2020 , respectively. No other country represented more than 10% of total revenue for any year . The following table summarizes long-lived assets by geographic area as of December 31 (in thousands, all intercompany transactions have been eliminated): 2022 2021 Property and equipment, net: North America (a) $ 202,645 $ 165,446 Europe, Middle East and Africa 33,827 37,004 Asia-Pacific 21,360 13,615 Latin America 6,463 6,592 Total property and equipment, net $ 264,295 $ 222,657 (a) Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of $ 196.4 million and $ 160.0 million as of December 31, 2022 and 2021 , respectively . |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021, substantially all of the Company’s cash and cash equivalents were held within the U.S. Substantially all of the Company’s revenue is earned by performing services under contracts with pharmaceutical and biotechnology companies. The concentration of credit risk is equal to the outstanding accounts receivable and unbilled services (including contract assets) balances less deferred revenue. No single customer accounted for greater than 10 % of the Company’s revenue for the years ended December 31, 2022, 2021, and 2020. No single customer accounted for greater than 10 % of the Company’s accounts receivable and unbilled services (including contract assets) balances for the year ended December 31, 2022 or 2021 . |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 15. Related-Party Transactions For the year ended December 31, 2022 , the Company had combined revenue of $ 9.4 million from five customers whose board of directors each included a member who was also a member of the Company’s Board. The combined revenue reflects the periods in which the member served on both the customer’s board of directors and the Company’s Board. As of December 31, 2022 , the Company had combined receivables of $ 1.3 million from four customers whose board of directors each 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, through an arm’s-length transaction. A member of the Company’s management was a minority shareholder of the acquired company. For the year ended December 31, 2021 , the Company had combined revenue of $ 3.7 million from three customers whose board of directors each included a member who was also a member of the Company’s Board. The combined revenue reflects the periods in which the member served on both the customer’s board of directors and the Company’s Board. As of December 31, 2021 , the Company had combined receivables of $ 0.6 million from two customers whose board of directors each included a member who was also a member of the Company’s Board. On October 6, 2021 , the Company completed the acquisition of RxDataScience through an arm’s-length transaction. A member of the Company’s management was the co-founder and minority shareholder of RxDataScience and continued to be an executive advisor at RxDataScience up until the acquisition date. For additional information, refer to “Note 3 – Acquisitions, Divestitures, and Investments” and “Note 6 – Fair Value Measurements.” For the year ended December 31, 2020 , the Company had revenue of $ 1.8 million and, as of December 31, 2020 , receivables of $ 1.3 million from a customer whose board of directors included a member who was also a member of the Company’s Board. This customer became a related party during the third quarter of 2020. During 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 (income), net in the accompanying consolidated statements of income during 2022 and 2021, respectively, which reflects the maximum amount of future cash consideration. For additional information, refer to “Note 3 – Acquisitions, Divestitures, and Investments.” |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Legal Contingencies The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than the specific matters described below, 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. On December 1, 2017, the first of two virtually identical actions alleging federal securities law claims was filed against the Company and certain of its officers on behalf of a putative class of its shareholders. The first action, captioned Bermudez v. INC Research, Inc., et al, No. 17-09457 (S.D.N.Y.), was filed in the Southern District of New York (the “Bermudez action”), and the second action, Vaitkuvienë v. Syneos Health, Inc., et al, No. 18-0029 (E.D.N.C.), was filed on January 25, 2018 in the Eastern District of North Carolina (the “Vaitkuvienë action”). On March 30, 2018, the Bermudez action was dismissed voluntarily. After the San Antonio Fire & Police Pension Fund and El Paso Firemen & Policemen’s Pension Fund were appointed as Lead Plaintiffs in the Vaitkuvienë action, Lead Plaintiffs filed an amended complaint on July 30, 2018, which named as defendants the Company, Alistair Macdonald, Gregory S. Rush, Michael A. Bell, and each member of the Company’s Board at the time of the stockholder vote on the 2017 merger (the “Merger”) of INC Research with an affiliate of inVentiv Health, Inc. (“inVentiv”). The amended complaint alleged claims under Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of purchasers of the Company’s common stock between May 10, 2017 and November 8, 2017, contending that the Company published inaccurate or incomplete information regarding, among other things, the financial performance and business outlook for inVentiv’s business prior to and following the Merger. Lead Plaintiffs seek, among other things, orders (i) declaring that the lawsuit is a proper class action and (ii) awarding compensatory damages in an amount to be proven at trial, including interest thereon, and reasonable costs and expenses incurred in this action, including attorneys’ fees and expert fees, to Lead Plaintiffs and other class members. On September 20, 2018, Defendants moved to dismiss the action. On August 30, 2021, the District Court entered an order granting the motion to dismiss in its entirety, and on October 21, 2021, the Court entered judgment for Defendants. On November 19, 2021, Lead Plaintiffs appealed from this judgment to the U.S. Court of Appeals for the Fourth Circuit, which appeal remains pending. The Company is presently unable to predict the duration, scope, or result of the foregoing putative class actions, or any other related lawsuit. As such, the Company is presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, related to these matters. While the Company intends to defend any further proceedings in the putative class action litigation vigorously, the outcome of such litigation or any other litigation is necessarily uncertain. The Company could be forced to expend significant resources in the defense of these lawsuits or future ones, and it may not prevail. As such, these matters could have a material adverse effect on the Company’s business, annual, or interim results of operations, cash flows, or its financial condition. Assumed Contingent Tax-Sharing Obligation As a result of the Merger, the Company assumed contingent tax-sharing obligations arising from inVentiv Health, Inc.’s 2016 merger with Double Eagle Parent, Inc. During 2021, the Company made payments of $ 6.2 million to fully settle this outstanding obligation. As of December 31, 2020, the estimated fair value of the assumed contingent tax-sharing obligations was $ 6.8 million. Contingent Earn-out Liabilities In connection with the RxDataScience acquisition, the Company recorded a contingent earn-out liability to be paid based on achievement of revenue targets in 2022 and the renewal of a specific customer contract. The estimated fair value of the contingent earn-out liability as of December 31, 2022 was $ 14.6 million and was included in accrued expenses in the accompanying consolidated balance sheet. For additional information, refer to “Note 3 - Acquisitions, Divestitures, and Investments.” In connection with an insignificant acquisition in 2021, the Company recorded a contingent earn-out liability to be paid based on achievement of employee retention benchmarks. During the year ended December 31, 2022, the Company made payments of $ 3.1 million to fully settle this outstanding obligation, which was outstanding as of December 31, 2021 and was included in accrued expenses in the accompanying consolidated balance sheet. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 17. Share-Based Compensation Overview of Employee Share-Based Compensation Plans The Company has two share-based compensation plans, the Syneos Health, Inc. 2018 Equity Incentive Plan (“2018 Plan”) and the Syneos Health, Inc. 2016 Employee Stock Purchase Plan, as amended and restated (“ESPP”). In addition, the Company had the INC Research Holdings, Inc. 2014 Equity Incentive Plan (“2014 Plan”) and the INC Research Holdings, Inc. 2010 Equity Incentive Plan (“2010 Plan”) that were terminated effective May 24, 2018 and October 30, 2014, respectively, except as to outstanding awards. No further awards can be issued under the 2014 Plan or 2010 Plan. The 2018 Plan became effective on May 24, 2018, and permits granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), or stock awards to employees, as well as non-employee directors, consultants, or other personal service providers. The terms of share-based instruments granted are determined at the time of grant and are typically subject to such conditions as continued employment, passage of time, and/or satisfaction of performance criteria. The Company has granted stock options and time-vesting RSUs, which typically vest ratably over a two - or three-year period from the grant date. In addition, the Company has granted performance-vesting RSUs. The Board and the Compensation and Management Development Committee have the discretion to determine different vesting schedules. Stock options have a maximum term of ten years . The exercise price per share of stock options may not be less than the fair market value of a share of the Company’s common stock on the date of grant. As of December 31, 2022, the maximum number of shares reserved for issuance under the Company’s share-based compensation plans was 15,167,325 , of which 2,152,097 shares were available for future grants as of December 31, 2022. In addition, under the 2018 Plan, any shares of the Company’s common stock that are retained by or returned to the Company under any outstanding awards that are canceled, expired, forfeited, surrendered, settled in cash, or otherwise terminated prior to vesting or exercise without delivery of the shares, in each case, become available for future grants. Employee Stock Purchase Plan In March 2016, the Board approved the ESPP, which was also approved by the Company’s shareholders in May 2016. The ESPP was subsequently amended and restated and approved by the Board in March 2018, and also approved by the Company’s shareholders in May 2018. The ESPP allows eligible employees to authorize payroll deductions of up to 10 % of their annual base salary or wages to be applied toward the purchase of full shares of the Company’s common stock on the last trading day of the offering period. Participating employees can purchase shares of the Company’s common stock at a 15 % discount to the lesser of the closing price of the Company’s common stock as quoted on the Nasdaq Stock Exchange on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. Offering periods under the ESPP are six months in duration, and the first offering period began on September 1, 2016. Under the ESPP, the Company recognized share-based compensation expense of $ 7.2 million, $ 6.2 million, and $ 5.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, there were 1,970,357 shares issued and 1,529,643 shares reserved for future issuance under the ESPP. The fair values of ESPP offerings were determined using the Black-Scholes valuation model and the following assumptions: Year Ended December 31, 2022 2021 2020 Expected volatility 32.9 % - 48.7 % 25.3 % - 38.3 % 27.7 % - 55.1 % Risk-free interest rate 0.6 % - 3.34 % 0.06 % - 0.07 % 0.13 % - 0.95 % Expected term (in years) 0.5 0.5 0.5 Stock Option Awards The following table sets forth the summary of stock option activity for the year ended December 31, 2022: Number Weighted Weighted Aggregate Outstanding as of December 31, 2021 384,487 $ 27.81 Exercised ( 128,922 ) 20.24 Forfeited ( 2,551 ) 10.57 Outstanding as of December 31, 2022 253,014 31.84 2.91 $ 1,928 Vested and expected to vest as of December 31, 2022 253,014 31.84 2.91 $ 1,928 Exercisable as of December 31, 2022 253,014 31.84 2.91 $ 1,928 (a) Represents the total pre-tax intrinsic value (i.e., the aggregate difference between the closing price of the Company’s common stock on December 31, 2022 of $ 36.68 and the exercise price for in-the-money options) that would have been received by the holders if all instruments had been exercised on December 31, 2022 . As of December 31, 2022 , there was no unrecognized compensation expense related to non-vested stock options. There have been no stock options granted since 2017. The total intrinsic value of options exercised was $ 6.0 million , $ 14.7 million , and $ 12.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. Restricted Stock Units Awards The following table sets forth a summary of RSUs outstanding under the 2014 and 2018 Plans as of December 31, 2022 and changes during the year then ended: Time-based Performance-based Number of Shares Weighted Average Number of Shares Weighted Average Total Number of Shares Non-vested as of December 31, 2021 1,625,187 $ 66.90 355,999 $ 60.75 1,981,186 Granted 1,527,052 61.82 233,091 58.31 1,760,143 Vested ( 829,999 ) 61.43 ( 117,424 ) 60.67 ( 947,423 ) Forfeited ( 318,795 ) 76.47 ( 125,819 ) 77.52 ( 444,614 ) Non-vested as of December 31, 2022 2,003,445 $ 63.18 345,847 $ 58.99 2,349,292 Unrecognized compensation expense (in millions) $ 80.3 $ 6.4 Weighted average period unrecognized compensation is expected to be recognized (in years) 1.8 1.9 Time-based Awards The weighted-average grant-date fair value of the RSUs granted during the years ended December 31, 2021 and 2020 was $ 76.96 and $ 62.12 , respectively. The total fair value of shares vested during the years ended December 31, 2022, 2021, and 2020 was $ 51.0 million, $ 48.3 million, and $ 43.0 million, respectively. Performance-Based Awards During the years ended December 31, 2022, 2021, and 2020, the Board and Compensation and Management Development Committee granted certain executive officers performance-based RSUs (“PRSUs”). The PRSUs are subject to the Company’s achieving certain performance targets including revenue, Clinical Solutions segment’s net new business awards, adjusted diluted EPS, and return on invested capital (“ROIC”). Compensation expense related to PRSUs is recorded based on the estimated quantity of awards that are expected to vest. At each reporting period, management re-assesses the probability that the performance conditions will be achieved and adjusts compensation expense to reflect any changes in the estimated probability of vesting until the actual level of achievement of the performance targets is known. A portion of certain of the Company’s performance-based restricted stock units (“PRSUs”) that are granted to certain executive officers are subject to the Company’s achievement of a specified ROIC. The Company did not meet the minimum threshold for vesting for the tranche of the PRSUs granted in 2019 associated with ROIC. In March 2022, the Compensation and Management Development Committee awarded PRSUs based on the Company’s ROIC for 2021 excluding the impact of acquisitions. This was considered a modification under ASC 718, Stock Compensation . As a result of this modification, the Company incurred $ 4.2 million of incremental share-based compensation expense during the year ended December 31, 2022. The weighted-average grant-date fair value of the PRSUs granted during the years ended December 31, 2021 and 2020 was $ 75.43 and $ 62.50 , respectively. The total fair value of shares vested during the years ended December 31, 2022 and 2021 was $ 7.1 million and $ 6.4 million, respectively. No PRSUs were vested or distributed in the year ended December 31, 2020. Share-Based Compensation Expense Total share-based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Direct costs $ 32,562 $ 33,220 $ 31,347 Selling, general, and administrative expenses 24,708 31,984 27,144 Total share-based compensation expense $ 57,270 $ 65,204 $ 58,491 The total income tax benefit recognized in the consolidated statements of income for share-based compensation arrangements was $ 10.9 million, $ 13.8 million, and $ 11.8 million for the years ended December 31, 2022, 2021, and 2020 , respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 18. Employee Benefit Plans Defined Contribution Retirement Plans In the U.S., the Company offers defined contribution retirement benefit plans that comply with Section 401(a) of the Internal Revenue Code under which it matches employee deferrals at varying percentages and at specified limits of the employee’s salary. In 2020, the Company implemented cost management strategies, including suspending the Company match on U.S. employee 401(k) contributions for six months. The match was resumed in the fourth quarter of 2020. The Company’s contributions related to these defined contribution retirement plans were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Defined contribution retirement plan contributions $ 34,430 $ 30,932 $ 15,049 The Company also has defined contribution retirement plans outside of the U.S. The Company’s contributions related to these plans were approximately $ 23.4 million, $ 23.2 million, and $ 18.4 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Company’s contributions associated with all of its defined contribution retirement plans are recorded in direct costs and selling, general, and administrative expenses on the accompanying consolidated statements of income. Deferred Compensation Plan The Company offers a Nonqualified Deferred Compensation Plan for certain employees pursuant to Section 409A of the Internal Revenue Code (“NQDC Plan”). Under this plan, participants can defer, on a pre-tax basis, from 1.0 % up to a maximum of 80.0 % of salary and from 1.0 % up to a maximum of 100.0 % of commissions and annual bonuses. The Company does not make matching contributions into the NQDC Plan. Distributions will be made to participants upon separation from service or death in a lump sum, unless installments are selected. As of December 31, 2022 and 2021 , the NQDC Plan deferred compensation liabilities were $ 19.1 million and $ 23.4 million, respectively, and are included in other long-term liabilities on the accompanying consolidated balance sheets. The assets associated with the NQDC Plan are subject to the claims of the creditors and primarily consist of investments in mutual funds maintained in a “rabbi trust”. These investments are classified as trading securities and are included in other long-term assets on the accompanying consolidated balance sheets. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principal Business | Principal Business 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 biopharmaceutical, biotechnology, and medical device industries. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts and results of operations of the Company and its controlled subsidiaries. All intercompany balances and transactions have been eliminated. |
Reclassification | Reclassification Certain previously reported amounts have been reclassified to conform to the current year presentation. |
Macroeconomic Environment | 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 this Annual Report on Form 10-K. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses for the periods presented in the financial statements. Examples of estimates and assumptions include, but are not limited to, determining the fair value of goodwill and intangible assets and their potential impairment, useful lives of tangible and intangible assets, useful lives of assets subject to leases, valuation of the Company’s right of use assets, allowances for doubtful accounts, potential future outcomes of events for which income tax consequences have been recognized in the Company’s consolidated financial statements or tax returns, valuation allowances for deferred tax assets, fair value of share-based compensation and its recognition period, loss contingencies, fair value of derivative instruments and related hedge effectiveness, fair value of contingent tax sharing obligations, and judgments related to revenue recognition, among others. In addition, estimates and assumptions are used in the accounting for acquisitions, including the fair value and useful lives of acquired tangible and intangible assets and the fair value of assumed liabilities. The Company evaluates its estimates and assumptions on an ongoing basis and bases its estimates on historical experience, current and expected future conditions, third-party evaluations, and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and outcomes may differ significantly from these estimates and assumptions. |
Acquisitions | Acquisitions The Company accounts for acquisitions in accordance with ASC Topic 805, Business Combinations , using the acquisition method of accounting. The purchase price, or total consideration transferred, is determined as the fair value of assets exchanged, equity instruments issued, and liabilities assumed at the acquisition date. The acquisition method of accounting requires that the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree are measured and recorded at their fair values on the date of an acquisition. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. Acquisition-related costs are expensed as incurred. The consolidated financial statements reflect the results of operations of the acquiree from the date of the acquisition. For additional information, see “Note 3 – Acquisitions, Divestitures, and Investments.” |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions For subsidiaries outside of the United States (“U.S.”) that operate in a local currency environment, revenue and expenses are translated to U.S. dollars at the monthly average rates of exchange prevailing during the period, assets and liabilities are translated at period-end exchange rates, and equity accounts are translated at historical exchange rates. The net effect of foreign currency translation adjustments is included in shareholders’ equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Foreign currency transaction gains and losses are the result of exchange rate changes during the period of time between the consummation and cash settlement of transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recognized in earnings as incurred and are included in other expense (income), net in the accompanying consolidated statements of income. |
Comprehensive Income | Comprehensive Income Comprehensive income refers to revenue, expenses, gains, and losses that, under U.S. GAAP, are recorded as an element of shareholders’ equity but are excluded from net income. The Company’s comprehensive income consists of foreign currency translation adjustments, net of applicable taxes, resulting from the translation of foreign subsidiaries with functional currencies other than the U.S. dollar and the effective portions of the unrealized gains or losses associated with derivative instruments designated and accounted for as hedging instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of demand deposits with banks and other financial institutions and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates their fair value. 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 accompanying consolidated balance sheets. The Company’s net cash pool position consisted of the following as of December 31 (in thousands): 2022 2021 Gross cash position $ 283,337 $ 179,160 Less: cash borrowings ( 283,029 ) ( 167,507 ) Net cash position $ 308 $ 11,653 |
Restricted Cash | Restricted Cash Restricted cash represents cash and deposits held as security over bank deposits, lease guarantees, and insurance obligations that are restricted as to withdrawal or use. Restricted cash is classified as a current or long-term asset based on the timing and nature of when and how the cash is expected to be used or when the restrictions are expected to lapse. As of December 31, 2022 and 2021, restricted cash balances were $ 0.1 million . |
Fair Value | Fair Value The Company records certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement (see “Note 6 - Fair Value Measurements”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. This guidance also specifies a fair value hierarchy that distinguishes between valuation assumptions developed based on market data obtained from independent external sources and the reporting entity’s own assumptions. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. In accordance with this guidance, fair value measurements are classified under the following hierarchy: Level 1 – Unadjusted quoted prices in active markets for identical instruments; Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets; and Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable, including internally developed models. |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swaps The Company uses interest rate swaps to manage exposure to variable interest rates on its debt obligations. The Company designates its interest rate swaps as cash flow hedges because they are executed to hedge the Company’s exposure to the variability in expected future cash flows that are attributable to changes in interest rates. Derivative financial instruments are measured at fair value and recognized in the accompanying consolidated balance sheets in prepaid expenses and other current assets, other long-term assets, accrued expenses, and other long-term liabilities, as disclosed in “Note 5 – Derivatives.” The fair value of interest rate swaps is determined using the market standard methodology of discounted future variable cash receipts. The variable cash receipts are determined by discounting the future expected cash receipts that would occur if variable interest rates rise above the fixed rate of the swaps. The variable interest rates used in the calculation of projected receipts on the swap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. Changes in the fair value of derivative instruments designated as hedging instruments are recorded each period according to the determination of the derivative’s effectiveness. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings. The ineffective portion of the change in fair value of the derivatives is recognized as non-operating income or expense immediately when incurred and included in interest expense in the accompanying consolidated statements of income. Foreign Exchange Forward From time to time, the Company utilizes a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or losses on non-functional currency monetary balances. 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 expense (income), net in the accompanying consolidated statements of income, as disclosed in “Note 5 – Derivatives.” |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains a credit approval process and makes judgments in connection with assessing its customers’ ability to pay for contracted services. Generally, the Company has the ability to limit credit exposure by discontinuing services in the event of non-payment. The Company monitors its customers’ credit worthiness and applies judgment in establishing a provision for estimated credit losses based on historical experience, the aging of receivables, and customer-specific circumstances that would affect the customers’ ability to pay for services rendered. |
Property and Equipment | Property and Equipment Property and equipment primarily consists of furniture, vehicles, software, office equipment, computer equipment, and lab equipment. Purchased and constructed property and equipment is initially recorded at historical cost plus the estimated value of any associated legally or contractually required retirement obligations. Property and equipment acquired in an acquisition are recorded based on the estimated fair value as of the acquisition date. The Company leases vehicles for certain sales representatives in the Commercial Solutions segment. These leases are classified and accounted for as leases in accordance with ASC Topic 842, Leases (“ASC 842”). For further information about lease arrangements, see “Note 19 - Leases.” Property and equipment assets are depreciated using the straight-line method over the respective estimated useful lives as follows: Useful Life Buildings 39 years Furniture and fixtures 7 years Equipment 5 to 10 years Computer equipment and software 2 to 3 years Vehicles Lesser of lease term or the estimated economic life of the leased asset Leasehold improvements Lesser of remaining life of lease or the useful life of the asset Expenditures for repairs and maintenance are expensed as incurred and expenditures for major improvements that increase the functionality or extend the useful life of the asset are capitalized and depreciated over the estimated useful life of the asset. The Company capitalizes costs of computer software obtained for internal use and amortizes these costs on a straight-line basis over the estimated useful life of the product, not to exceed five years . Software cloud computing arrangements containing a software license are accounted for consistently with the acquisition of other software licenses. In the event such an arrangement does not contain a software license, the Company accounts for the arrangement as a service contract. The Company reviews property and equipment for impairment whenever facts and circumstances indicate that the carrying amounts of these assets might not be recoverable. For assessment purposes, property and equipment are grouped with other assets and liabilities at the lowest level that identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of the carrying amount of an asset group is assessed by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying value of the asset group exceeds its fair value, an impairment charge is recognized for the excess. |
Leases | Leases At inception, a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether it has the right to control the use of an identified asset, the Company assesses whether they have the right to direct the use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset. Right-of-use ( “ ROU ” ) assets represent the Company ’ s right to use an underlying asset during the lease term and lease liabilities represent the Company ’ s obligation to make lease payments arising from the lease. Assets and liabilities are recognized based on the present value of lease payments over the lease term. Most leases include one or more options to renew. The exercise of the renewal option is at the Company ’ s sole discretion and the Company includes these options in determining the lease term used to establish its right-of-use assets and lease liabilities when it is reasonably certain the Company will exercise its option. Because most of the Company ’ s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Operating lease expense is generally recognized on a straight-line basis over the lease term. The Company has agreements with lease and non-lease components, which are accounted for as a single lease component. Leases with a lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates, are not included in the right-of-use assets or liabilities. These variable lease payments are expensed as incurred. The Company on a periodic basis evaluates events or changes in circumstances, such as lease abandonment, that would reduce the future cash flows associated with a ROU asset. In the event of lease abandonment, in which the Company commits to no longer use the underlying property subject to a lease for any business purposes, including storage, and does not have the intent or the ability to sublease the property, a loss on abandonment is recognized within restructuring and other costs. |
Goodwill and intangible assets | Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter and more frequently if impairment indicators arise, which requires significant judgment. Impairment indicators include events or changes in circumstances that would more likely than not reduce the fair value of a reporting unit with assigned goodwill below its carrying amount. The Company monitors events and changes in circumstances on a continuous basis between annual impairment testing dates to determine if any events or changes in circumstances indicate impairment. Separate intangible assets that have finite useful lives are amortized over their estimated useful lives or over the period in which economic benefit is received. The Company’s finite-lived intangibles consist of customer relationships, acquired backlog, trade names, trademarks, patient communities, and acquired technologies. All finite-lived intangibles, excluding acquired backlog, are amortized on a straight-line basis over the estimated useful life of the asset. Acquired backlog is amortized on an accelerated basis, which coincides with the period of economic benefit received by the Company. The goodwill impairment test involves comparing the estimated fair value of each reporting unit, including goodwill, to its carrying value using a qualitative or quantitative analysis. If the qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value for the reporting unit, the Company will perform a quantitative analysis of the reporting unit. If based on the qualitative analysis it is more likely than not that the reporting unit’s estimated fair value exceeds its carrying value, no further analysis is required. If after performing the quantitative analysis it is more likely than not that the reporting unit’s carrying value exceeds its estimated fair value, a non-cash goodwill impairment loss must be recognized in an amount equal to that excess for that reporting unit, not to exceed the total goodwill amount for that reporting unit. The fair value of a reporting unit could be negatively impacted by future events and circumstances. Such events or circumstances include a future decline in the Company’s results of operations, a decline in the valuation of biopharmaceutical company stocks, an increase in weighted-average cost of capital, a significant slowdown in the worldwide economy, failure to meet the performance projections included in the Company’s forecasts of future operating results, loss of key customers, and a reduction in research and development (“R&D”) spending or outsourcing by biopharmaceutical companies, among other events and circumstances. When performing the quantitative analysis, the Company estimates the fair value of each reporting unit using the income approach. This approach incorporates a discounted cash flow model in which the estimated future cash flows of the reporting unit are discounted using a risk-adjusted weighted-average cost of capital. The forecasts used in the discounted cash flow model for each reporting unit are based in part on strategic plans and represent the Company’s estimates based on current and forecasted business and market conditions. The determination of fair value for each reporting unit requires significant judgments and estimates and actual results could be materially different than those judgments and estimates, which may result in a non-cash impairment charge. The Company completed an annual impairment test as of October 1, 2022 for all four of its reporting units, and concluded that there were no impairments. The Company performed a quantitative analysis for its Communications reporting unit, which had a goodwill balance of $ 529.1 million as of December 31, 2022. The Company concluded that the estimated fair value of its Communications reporting unit exceeded its carrying value by approximately $ 19.0 million, or 3 %, and therefore no impairment existed. The Company reviews intangible assets at the end of each reporting period to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets might not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of identified assets by comparing the projected undiscounted cash flows associated with the related asset or group of assets to their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets and occur in the period in which the impairment determination is made. The weighted average estimated useful lives of the Company’s intangible assets were as follows as of December 31: 2022 2021 Customer relationships 9.8 years 9.8 years Acquired backlog 2.6 years 2.6 years Trade names and trademarks 5.5 years 5.5 years Patient communities 6.0 years 6.0 years Acquired technologies 5.8 years 6.0 years No intangible asset impairment charges were recorded for the years ended December 31, 2022 or 2021 . For additional information regarding the carrying values of intangible assets, see “Note 2 – Financial Statement Details.” |
Contingencies | Contingencies In the normal course of business, the Company periodically becomes involved in various proceedings and claims, including investigations, disputes, litigations, and regulatory matters that are incidental to its business. The Company evaluates the likelihood of an unfavorable outcome of all legal and regulatory matters and records accruals for probable loss contingencies for which the amount of the loss can be reasonably estimated. Gain contingencies are not recognized until realized. Legal fees are expensed as incurred. Because these matters are inherently unpredictable, and unfavorable developments or resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. These judgments and estimates are based, among other factors, on the status of the proceedings, the merits of the Company’s defenses, and the consultation with in-house and external counsel. The Company regularly reviews contingencies to determine whether its accruals and related disclosures are adequate. Although the Company believes that it has substantial defenses in these matters, the amount of losses incurred as a result of actual outcomes may differ significantly from the Company’s estimates. |
Revenue Recognition | Revenue Recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers and all related amendments (“ASC 606”), revenue is recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract’s transaction price is allocated to each performance obligation and is recognized as revenue, when, or as, each performance obligation is satisfied. The majority of the Company’s Clinical Solutions segment contracts have a single performance obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. The majority of the Company’s revenue arrangements are service contracts that range in duration from a few months to several years. Substantially all of the Company’s performance obligations, and associated revenue, are transferred to the customer over time. The Company generally receives compensation based on measuring progress toward completion using anticipated project budgets for direct labor and prices for each service offering. The Company is also reimbursed for certain third-party pass-through and out-of-pocket costs. In addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount included in the transaction price is estimated based on the Company’s anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future. Most of the Company’s contracts can be terminated by the customer without cause with a notice period that generally ranges from 30 to 90 days. In the event of termination, the Company’s contracts generally provide that the customer pay the Company for: (i) fees earned through the termination date; (ii) fees and expenses for winding down the project, which include both fees incurred and actual expenses; (iii) non-cancellable expenditures; and (iv) in some cases, a fee to cover a portion of the remaining professional fees on the project. The Company’s long-term clinical trial contracts contain implied substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination penalties result in these types of contracts being treated as long-term for revenue recognition purposes. Changes in the scope of work are common, especially under long-term contracts, and generally result in a change in the total contract transaction price. If the customer does not agree to a contract modification, the Company could bear the risk of cost overruns. Most of the Company’s contract modifications are for services that are not distinct from the services under the existing contract due to the significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of contract modification. Capitalized Costs The Company capitalizes certain costs associated with commissions and bonuses paid to its employees in the Clinical Solutions segment because these costs are incurred in obtaining contracts that have a term greater than one year. Capitalized costs are included in prepaid expenses and other current assets and other long-term assets in the accompanying consolidated balance sheets. The Company amortizes these costs in a manner that is consistent with the pattern of revenue recognition described below. The Company expenses costs to obtain contracts that have a term of less than one year. Clinical Solutions The Company’s Clinical Solutions segment provides solutions to address the clinical development needs of customers. The Company provides total biopharmaceutical program development through its full-service platform, while also providing discrete services for any part of a clinical trial, primarily through functional service provider, Early Stage, and Real World and Late Phase (“RWLP”) services. The services provided via the full-service platform and RWLP platforms generally span several years and a significant benefit to the customer is provided by integrating the services provided by the Company’s employees as well as those performed by third parties. Because the Company’s full-service platform provides a significant integration service to the customer, these contracts contain a single performance obligation. Revenue is recognized over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-through costs) incurred to date relative to total estimated costs to complete (“cost-to-cost measure of progress”). Under the cost-to-cost measure of progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator payments, and pass-through costs. The estimate of total estimated costs at completion requires significant judgment. Contract estimates are based on various assumptions to project future outcomes of events that often span several years. These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch-up basis in the period they become known. The remaining service offerings within the Clinical Solutions segment are generally short-term, month-to-month contracts, time and materials basis contracts, or provide a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (“series”). As such, revenue for these service offerings is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period. Commercial Solutions The Company’s Commercial Solutions segment provides a broad suite of complementary commercialization services including Deployment Solutions, communications (advertising and public relations), and consulting services. Deployment Solutions contracts offer outsourced services to promote commercial products on behalf of a customer. The remaining Commercial Solutions contracts are generally short-term, month-to-month contracts or time and materials contracts. As such, Commercial Solutions revenue is generally recognized as services are performed for the amount of consideration the Company estimates it is entitled to for the period. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract. |
Accounts Receivable, Unbilled Services, and Deferred Revenue | Accounts Receivable, Unbilled Services, and Deferred Revenue Accounts receivable are recorded at net realizable value. Unbilled accounts receivable arise when services have been rendered for which revenue has been recognized but the customers have not been billed. Contractual provisions and payment schedules may or may not correspond to the timing of the performance of services under the contract. Unbilled services include contract assets, under which the right to bill the customer is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Deferred revenue is a contract liability that consists of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Timing of Billing and Performance Differences in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable, unbilled accounts receivable (including contract assets), and deferred revenue on the consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals or upon achievement of contractual milestones. Billings generally occur subsequent to revenue recognition, resulting in recording unbilled accounts receivable in instances where the right to bill is contingent solely on the passage of time (e.g., in the following month), and contract assets in instances where the right to bill is associated with achievement of a milestone. |
Reimbursable Out-of-pocket Expenses | Reimbursable Out-of-Pocket Expenses The Company incurs and is reimbursed by its customers for certain costs, including fees paid to principal investigators and for other out-of-pocket costs (such as travel expenses for the Company’s clinical monitors and sales representatives). The Company includes these costs in total operating expenses, and the related reimbursements in revenue, as the Company is the principal in the applicable arrangements and is responsible for fulfilling the promise to provide the specified services. |
Share-Based Compensation | Share-Based Compensation The Company measures and recognizes compensation expense related to all share-based awards based on the estimated fair value of the awards. The fair value of restricted stock and stock unit awards is measured on the grant date based on the fair market value of the Company’s common stock. Share-based compensation expense is recognized on a straight-line basis over the shorter of the requisite service period or the vesting term. For awards with performance conditions, stock-based compensation expense is recognized when the achievement of each individual performance target becomes probable, and the number of shares expected to vest is adjusted for the weighted probability of attainment of the relevant performance targets. Forfeitures are accounted for as they occur. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards, if applicable) are recognized as income tax expense or benefit in the consolidated statements of income. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. The Company also recognizes excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. |
Income Taxes | Income Taxes The majority of the Company’s U.S. subsidiaries file a consolidated U.S. federal income tax return, while certain U.S. subsidiaries, including recently acquired entities, may file separate U.S. federal tax returns. The Company’s subsidiaries in international jurisdictions file tax returns in their respective jurisdictions. The Company estimates its tax liability based on current tax laws in the statutory jurisdictions in which it operates. Accordingly, the impact of changes in income tax laws on deferred tax assets and deferred tax liabilities is recognized in earnings in the period during which such changes are enacted. The Company records deferred tax assets and liabilities based on temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when the differences are realized or settled. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. The Company evaluates recoverability of these future tax deductions. The Company establishes a valuation allowance for deferred income tax assets when the Company believes it is more likely than not the assets will not be realized. The Company evaluates the recoverability of these future tax deductions by assessing future expected taxable income. In estimating future taxable income, the Company considers both positive and negative evidence, such as historical and forecasted results of operations, and implementation of prudent and feasible tax planning strategies. If the objectively verifiable negative evidence outweighs any available positive evidence (or the only available positive is subjective and cannot be verified), then a valuation allowance will likely be deemed necessary. If a valuation allowance is deemed to be unnecessary, such allowance is released and any related benefit is recognized in the period of the change. The Company recognizes a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon examination based on the technical merits of the position. The Company evaluates uncertain tax positions pursuant to the more likely than not standard, and benefits related to such uncertain tax positions are recognized as the largest amount of benefit, determined on a cumulative probability basis, to be realized upon ultimate settlement of the position. Components of the reserve for uncertain tax positions are classified as either a current or a long-term liability in the accompanying consolidated balance sheets based on management’s expectation of future cash settlements. Judgment is required in determining what constitutes an uncertain tax position, as well as assessing the outcome of each tax position. The Company considers many factors when evaluating and estimating tax positions and tax benefits. In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations in domestic and foreign jurisdictions. If the calculation of the liability related to uncertain tax positions proves to be more or less than the ultimate settlement, a tax expense or tax benefit, respectively, would result. Unrecognized tax benefits are presented as either a reduction to a deferred tax asset or as a separate liability. |
Restructuring and Other Costs | Restructuring and Other Costs Restructuring and other costs primarily consist of one-time employee termination benefits, contract termination costs, and other costs associated with an exit or disposal activity. The Company accounts for restructuring costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . This guidance requires that a liability for a cost associated with an exit or disposal activity be recognized in the period in which the liability is incurred, as opposed to the period in which management commits to a plan of action for termination. The guidance also requires that the liabilities associated with an exit or disposal activity be measured at the fair value in the period in which the liability is incurred, except for: (i) liabilities related to one-time employee termination benefits, which shall be measured and recognized at the date the entity notifies employees of termination, unless employees are required to render services beyond a minimum retention period, in which case the liability is recognized ratably over the future service period; and (ii) liabilities related to an operating lease, which shall be measured and recognized when the contract does not have any future economic benefit to the entity (i.e., the entity ceases to utilize the rights conveyed by the contract). Restructuring liabilities are included in accrued expenses and other long-term liabilities in the accompanying consolidated balance sheets. |
Earnings Per Share | Earnings Per Share The Company determines earnings per share in accordance with ASC Topic 260, Earnings Per Share . The Company has one class of common stock for purposes of the earnings per share calculation and therefore computes basic earnings per share by dividing net income (loss) by the weighted average number of common shares outstanding for the applicable period. Diluted earnings per share are computed in the same manner as basic earnings per share, except that the number of shares is increased to assume exercise of potentially dilutive equity awards using the treasury stock method, unless the effect of such increase would be anti-dilutive. Under the treasury stock method, the amount the employee must pay for exercising equity awards and the amount of compensation cost for future service that the Company has not yet recognized are assumed to be used to repurchase shares. |
Subsequent Events | Subsequent Events The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date that these financial statements were issued. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (“ASU 2016-13”), Financial Instruments - Credit Losses (Topic 326) to modify the impairment model to utilize an expected loss methodology in place of the previous incurred loss methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 on January 1, 2020 , and recorded the impact of the adoption through a cumulative-effect adjustment to accumulated deficit. Adoption of the new standard resulted in the recording of additional allowance for doubtful accounts of approximately $ 2.8 million as of January 1, 2020. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash Pool Position | The Company’s net cash pool position consisted of the following as of December 31 (in thousands): 2022 2021 Gross cash position $ 283,337 $ 179,160 Less: cash borrowings ( 283,029 ) ( 167,507 ) Net cash position $ 308 $ 11,653 |
Schedule of Property and Equipment | Property and equipment assets are depreciated using the straight-line method over the respective estimated useful lives as follows: Useful Life Buildings 39 years Furniture and fixtures 7 years Equipment 5 to 10 years Computer equipment and software 2 to 3 years Vehicles Lesser of lease term or the estimated economic life of the leased asset Leasehold improvements Lesser of remaining life of lease or the useful life of the asset |
Schedule of Estimated Useful Lives of Intangible Assets | The weighted average estimated useful lives of the Company’s intangible assets were as follows as of December 31: 2022 2021 Customer relationships 9.8 years 9.8 years Acquired backlog 2.6 years 2.6 years Trade names and trademarks 5.5 years 5.5 years Patient communities 6.0 years 6.0 years Acquired technologies 5.8 years 6.0 years |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable and Unbilled Services, Net | Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following as of December 31 (in thousands): 2022 2021 Accounts receivable billed $ 898,839 $ 873,265 Accounts receivable unbilled 227,210 241,799 Contract assets 531,234 417,411 Less: Allowance for doubtful accounts ( 12,121 ) ( 7,585 ) Accounts receivable and unbilled services, net $ 1,645,162 $ 1,524,890 |
Schedule of Changes in the Allowance for Doubtful Accounts | The following table summarizes the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2022 2021 2020 Balance at the beginning of the period $ ( 7,585 ) $ ( 7,615 ) $ ( 5,381 ) Impact from adoption of ASU 2016-13 — — ( 2,771 ) Current year provision ( 4,597 ) ( 367 ) ( 695 ) Write-offs, net of recoveries and the effects of foreign currency exchange 61 397 1,232 Balance at the end of the period $ ( 12,121 ) $ ( 7,585 ) $ ( 7,615 ) |
Schedule of Property and Equipment | Property and equipment assets are depreciated using the straight-line method over the respective estimated useful lives as follows: Useful Life Buildings 39 years Furniture and fixtures 7 years Equipment 5 to 10 years Computer equipment and software 2 to 3 years Vehicles Lesser of lease term or the estimated economic life of the leased asset Leasehold improvements Lesser of remaining life of lease or the useful life of the asset |
Schedule of Property and Equipment | Property and equipment, net of accumulated depreciation, consisted of the following as of December 31 (in thousands): 2022 2021 Software $ 186,880 $ 159,736 Leasehold improvements 104,803 96,188 Computer equipment 101,739 91,937 Vehicles 87,213 77,674 Office furniture, fixtures, and equipment 69,742 65,018 Buildings and land 4,724 5,692 Assets not yet placed in service 41,192 28,706 Property and equipment, gross 596,293 524,951 Less: Accumulated depreciation ( 331,998 ) ( 302,294 ) Property and equipment, net $ 264,295 $ 222,657 |
Schedule of Goodwill | The changes in carrying amount of goodwill by segment were as follows (in thousands): Clinical Commercial Total Balance as of December 31, 2020 $ 3,216,335 $ 1,559,843 $ 4,776,178 Acquisitions (c) 192,286 — 192,286 Impact of foreign currency translation and other (d) 40,078 ( 52,527 ) ( 12,449 ) Balance as of December 31, 2021 3,448,699 1,507,316 4,956,015 Acquisitions (e) 2,258 2,924 5,182 Impact of foreign currency translation ( 45,080 ) ( 18,599 ) ( 63,679 ) Balance as of December 31, 2022 $ 3,405,877 $ 1,491,641 $ 4,897,518 (a) Accumulated impairment losses of $ 8.1 million associated with the Clinical Solutions segment were recorded prior to 2016 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. No impairment of goodwill was recorded for the years ended December 31, 2022, 2021, or 2020. (b) Accumulated impairment losses of $ 8.0 million associated with the Commercial Solutions segment were recorded prior to 2015 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the years ended December 31, 2022, 2021, or 2020. (c) Amount represents goodwill recognized in connection with the acquisitions of StudyKIK Corporation (“StudyKIK”) and RxDataScience, Inc. (“RxDataScience”), other insignificant acquisitions in 2021, and insignificant measurement period adjustments recognized in connection with the 2020 acquisitions of SHCR Holdings Corporation (“Synteract”) and Illingworth Research Group (“Illingworth Research”) within the Clinical Solutions segment. (d) Includes $ 44.2 million reallocation of goodwill from the Commercial Solutions segment to the Clinical Solutions segment to reflect the transfer of the Kinapse Regulatory and Operations Consulting service lines to align with management reporting in 2021. (e) Amount represents goodwill recognized in connection with insignificant acquisitions and measurement period adjustments in connection with insignificant 2021 acquisitions during the year ended December 31, 2022. |
Schedule of Indefinite Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Customer relationships $ 1,524,427 $ ( 931,068 ) $ 593,359 $ 1,547,925 $ ( 811,542 ) $ 736,383 Acquired backlog 173,963 ( 164,515 ) 9,448 175,826 ( 154,475 ) 21,351 Trade names and trademarks 54,972 ( 36,177 ) 18,795 55,728 ( 28,806 ) 26,922 Patient communities 45,100 ( 9,709 ) 35,391 45,100 ( 2,192 ) 42,908 Acquired technologies 30,050 ( 6,180 ) 23,870 27,800 ( 1,297 ) 26,503 Intangible assets, net $ 1,828,512 $ ( 1,147,649 ) $ 680,863 $ 1,852,379 $ ( 998,312 ) $ 854,067 |
Schedule of Future Amortization Expense | The future estimated amortization expense for intangible assets as of December 31, 2022 is expected to be as follows (in thousands): Year Ended December 31, 2023 $ 151,216 2024 144,983 2025 130,813 2026 108,527 2027 91,778 2028 and thereafter 53,546 Total $ 680,863 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of December 31 (in thousands): 2022 2021 Professional fees, investigator fees, and pass-through costs $ 300,756 $ 283,432 Compensation, including bonuses, fringe benefits, and payroll taxes 178,862 215,386 Income and other taxes 22,689 25,723 Rebates to customers 21,826 22,367 Contingent obligations, current 14,600 3,397 Restructuring and other costs, current portion 12,804 6,657 Interest rate swaps - current — 1,827 Other liabilities 62,663 55,652 Total accrued expenses $ 614,200 $ 614,441 |
Schedule of Accumulated Other Comprehensive Loss, Net of Tax | Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ ( 49,618 ) $ ( 40,801 ) Derivative Instruments: Beginning balance ( 2,621 ) ( 18,761 ) Other comprehensive income before reclassifications 16,626 2,963 Reclassification adjustments ( 8,395 ) 13,177 Ending balance 5,610 ( 2,621 ) Foreign Currency Translation: Beginning balance ( 46,997 ) ( 22,040 ) Other comprehensive loss before reclassifications ( 92,487 ) ( 24,957 ) Ending balance ( 139,484 ) ( 46,997 ) Accumulated other comprehensive loss, net of taxes $ ( 133,874 ) $ ( 49,618 ) |
Reclassification out of Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive loss consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Unrealized gain (loss) on derivative instruments: Unrealized gain (loss) during period, before taxes $ 22,180 $ 4,084 $ ( 27,647 ) Income tax expense (benefit) 5,554 1,121 ( 7,201 ) Unrealized gain (loss) during period, net of taxes 16,626 2,963 ( 20,446 ) Reclassification adjustment, before taxes ( 11,229 ) 17,655 22,328 Income tax (benefit) expense ( 2,834 ) 4,478 5,807 Reclassification adjustment, net of taxes ( 8,395 ) 13,177 16,521 Total unrealized gain (loss) on derivative instruments, net of taxes 8,231 16,140 ( 3,925 ) Foreign currency translation adjustments: Foreign currency translation adjustments, before taxes ( 93,121 ) ( 26,429 ) 36,071 Income tax (benefit) expense ( 634 ) ( 1,472 ) 1,354 Foreign currency translation adjustments, net of taxes ( 92,487 ) ( 24,957 ) 34,717 Total other comprehensive (loss) income, net of taxes $ ( 84,256 ) $ ( 8,817 ) $ 30,792 |
Schedule of Other (Income) Expense, Net (Details) | Other expense (income), net consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Net realized foreign currency loss $ 12,780 $ 2,190 $ 3,175 Net unrealized foreign currency (gain) loss ( 10,724 ) ( 5,928 ) 4,147 Gain on sale of business — — ( 7,133 ) Equity investment loss (income) 1,000 ( 1,950 ) ( 3,745 ) Other, net 3,966 ( 2,945 ) 580 Total other expense (income), net $ 7,022 $ ( 8,633 ) $ ( 2,976 ) |
Supplemental Disclosure of Cash Flow Information | The following table provides details of supplemental cash flow information (in thousands): Year Ended December 31, 2022 2021 2020 Cash paid for income taxes, net of refunds $ 66,900 $ 35,100 $ 23,400 Cash paid for interest (excluding finance leases) 75,384 63,952 83,690 Supplemental disclosure of noncash investing and financing activities Non-cash investment to acquire certain intellectual property rights from a customer in lieu of cash payment for services rendered — — 27,300 Fair value of contingent consideration related to acquisitions 1,500 19,158 — Change in property and equipment included in liabilities 4,117 1,753 11,684 Vehicles acquired through finance lease agreements 51,473 28,994 20,203 |
Acquisitions, Divestitures, a_2
Acquisitions, Divestitures, and Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Allocation of Consideration Transferred | The following table summarizes the estimated fair value of the net assets acquired at the date of the acquisition (dollars in thousands): Assets acquired: Cash and cash equivalents $ 28,028 Accounts receivable and unbilled services 39,723 Prepaid expenses and other current assets 2,160 Property and equipment 3,978 Operating lease right-of-use assets 10,839 Other identifiable intangible assets 56,400 Goodwill 363,733 Other assets 4,121 Total assets acquired 508,982 Liabilities assumed: Accounts payable and accrued expenses 25,623 Deferred revenue 45,272 Operating lease obligations 15,693 Deferred income taxes, net 7,754 Other liabilities 1,126 Total liabilities assumed 95,468 Net assets acquired $ 413,514 |
StudyKIK Acquisition [Member] | |
Business Acquisition [Line Items] | |
Preliminary Estimates of Fair Values of Intangible Assets and Estimated Useful Lives | The following table summarizes the fair values of identified intangible assets and their respective useful lives (dollars in thousands): Estimated Fair Value Estimated Useful Life Customer relationships $ 22,300 6 years Acquired backlog 1,800 1.25 years Trade name 2,700 6 years Patient communities 45,100 6 years Acquired technologies 19,900 6 years Total intangible assets $ 91,800 |
Synteract Acquisition [Member] | |
Business Acquisition [Line Items] | |
Preliminary Estimates of Fair Values of Intangible Assets and Estimated Useful Lives | The following table summarizes the fair value of identified intangible assets and their respective useful lives at the date of the acquisition (dollars in thousands): Estimated Fair Value Estimated Useful Life Acquired backlog $ 37,200 4 years Trade name 19,200 8 years Total intangible assets $ 56,400 |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consisted of the following as of December 31 (in thousands): 2022 2021 Secured Debt Term A Facility due November 2027 $ 1,350,000 $ — Revolver due November 2027 120,993 — Accounts receivable financing agreement due October 2025 550,000 400,000 Term Loan A - tranche one due March 2024 — 149,195 Term Loan A - tranche two due August 2024 — 1,636,797 Total secured debt 2,020,993 2,185,992 Unsecured Debt Senior notes due January 2029 (the “Notes”) 600,000 600,000 Total debt obligations 2,620,993 2,785,992 Less: Term loan original issuance discount ( 3,322 ) ( 2,228 ) Less: Unamortized deferred issuance costs ( 6,505 ) ( 8,043 ) Total long-term debt $ 2,611,166 $ 2,775,721 The applicable margins with respect to Alternate Base Rate and Adjusted RFR/CBR/Term Benchmark borrowings are determined depending on the “First Lien Leverage Ratio” or the “Secured Net Leverage Ratio” (as defined in the A&R Credit Agreement) and range as follows: Alternate Adjusted RFR/CBR/Term Benchmark Rate Term A Facility 0.25 % - 0.50 % 1.25 % - 1.50 % Revolver 0.25 % - 0.50 % 1.25 % - 1.50 % |
Schedule of Contractual Maturities of Debt Obligations | As of December 31, 2022, the contractual maturities of the Company’s debt obligations (excluding finance leases that are presented in “Note 19 – Leases”) were as follows (in thousands): Principal Interest (a) 2023 $ — $ 135,976 2024 33,750 135,471 2025 617,500 124,545 2026 67,500 98,379 2027 1,302,243 82,895 2028 and thereafter 600,000 22,656 Less: Term loan original issuance discount ( 3,322 ) Less: Unamortized deferred issuance costs ( 6,505 ) Total $ 2,611,166 $ 599,922 (a) The interest payments on long-term debt in the above table are based on interest rates in effect as of December 31, 2022. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The components of lease cost were as follows for the year ended December 31 and the line items on the accompanying consolidated statements of income to which they were recorded were as follows (in thousands): Statement of Income Classification 2022 2021 Operating leases: Fixed lease costs Direct costs, selling, general, and administrative expenses, and restructuring and other costs $ 51,369 $ 55,168 Short-term lease costs Direct costs and selling, general, and administrative expenses 1,655 1,994 Variable lease costs Direct costs, selling, general, and administrative expenses, and restructuring and other costs 44,228 36,760 Total operating lease costs $ 97,252 $ 93,922 Finance leases: Amortization of right-of-use assets Depreciation $ 20,410 $ 17,453 Interest on lease liabilities Interest expense 1,876 605 Variable lease costs Direct costs 9,390 6,231 Total finance lease costs $ 31,676 $ 24,289 |
Schedule of Assets And Liabilities | Supplemental balance sheet information related to finance leases was as follows as of December 31 (in thousands): 2022 2021 Property and equipment, gross $ 87,213 $ 77,674 Accumulated depreciation ( 24,092 ) ( 30,021 ) Property and equipment, net $ 63,121 $ 47,653 Current portion of finance lease obligations $ 24,011 $ 20,627 Finance lease long-term obligations 44,124 34,181 Total finance lease liabilities $ 68,135 $ 54,808 |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows for the year ended December 31 (in thousands): 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ ( 58,680 ) $ ( 59,863 ) Operating cash flows for finance leases ( 1,876 ) ( 605 ) Financing cash flows for finance leases ( 7,998 ) ( 15,774 ) Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 30,705 $ 43,385 Finance leases 51,473 28,994 Lease obligations closed out in exchange for right-of-use assets: Operating leases $ ( 17,135 ) $ ( 10,122 ) |
Supplemental Cash Flow Information, Weighted Average | Weighted average remaining lease term as of December 31: 2022 2021 Operating leases 6 years 6 years Finance leases 3 years 3 years Weighted average discount rate as of December 31: 2022 2021 Operating leases 4.8 % 4.7 % Finance leases 4.9 % 1.1 % |
Schedule of Lessee, Operating Lease, Liability, Maturity | As of December 31, 2022, maturities of lease liabilities were as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 53,341 $ 26,257 $ 79,598 2024 49,483 24,922 74,405 2025 42,973 18,756 61,729 2026 32,676 5,306 37,982 2027 22,918 1 22,919 2028 and thereafter 52,155 — 52,155 Total lease payments 253,546 75,242 $ 328,788 Less: Management fee — ( 957 ) Less: Imputed interest ( 33,994 ) ( 6,150 ) Total lease liabilities $ 219,552 $ 68,135 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps Designated as Hedging Instruments on Consolidated Balance Sheets | Fair Values The fair values of the Company’s derivative financial instruments as of December 31 and the line items on the accompanying consolidated balance sheets to which they were recorded were as follows (in thousands): Balance Sheet Classification 2022 2021 Interest rate swaps - current Prepaid expenses and other current assets $ 10,073 $ — Interest rate swaps - non-current Other long-term assets — 948 Fair value of derivative assets $ 10,073 $ 948 Interest rate swaps - current Accrued expenses $ — $ 1,827 Fair value of derivative liabilities $ — $ 1,827 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of December 31, 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) $ 20,465 $ — $ — $ — $ 20,465 Partnership interest (b) — — — 15,367 15,367 Derivative instruments (c) — 10,073 — — 10,073 Total assets $ 20,465 $ 10,073 $ — $ 15,367 $ 45,905 Liabilities: Contingent obligations related to acquisitions (d) $ — $ — $ 16,100 $ — $ 16,100 Total liabilities $ — $ — $ 16,100 $ — $ 16,100 As of December 31, 2021, the fair value 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 interest (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 December 31, 2022, the Company’s remaining unfunded commitment in the private equity funds was $ 7.1 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 or 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 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 years ended December 31, 2022 and 2021 (in thousands): Balance as of December 31, 2020 $ 6,793 Additions (a) 19,158 Changes in fair value recognized in earnings ( 757 ) Payments (b) ( 7,197 ) Balance as of December 31, 2021 17,997 Additions (c) 1,500 Changes in fair value recognized in earnings ( 315 ) Payments (d) ( 3,082 ) Balance as of December 31, 2022 $ 16,100 (a) Represents obligations in connection with the acquisition of RxDataScience and insignificant acquisitions completed during 2021. (b) The Company made payments to fully settle the contingent tax-sharing obligation arising from inVentiv Health, Inc.’s 2016 merger with Double Eagle Parent, Inc. (see “Note 16 – Commitments and Contingencies” for further information) and obligations in connection with an insignificant acquisition completed during 2021. (c) Represents obligations in connection with an insignificant acquisition completed during 2022. (d) The Company made payments to fully settle the obligations in connection with an insignificant acquisition completed during 2021. |
Schedule of Estimated Fair Value | The estimated fair values of the Company’s term loan and the Notes were as follows (in thousands): December 31, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Term A Facility due November 2027 $ 1,346,678 $ 1,329,750 $ — $ — Senior notes due January 2029 600,000 484,500 600,000 595,500 Term Loan A - tranche one due March 2024 — — 149,008 148,945 Term Loan A - tranche two due August 2024 — — 1,634,756 1,635,138 (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) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Restructuring and other costs consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Employee severance and benefit costs $ 33,534 $ 14,526 $ 26,321 Facility and lease termination costs 19,107 8,226 2,313 Other costs 4,000 64 780 Total restructuring and other costs $ 56,641 $ 22,816 $ 29,414 The following table summarizes activity related to employee severance and benefit costs within accrued restructuring liabilities (in thousands): Balance as of December 31, 2020 $ 5,830 Expenses incurred (a) 14,574 Payments ( 13,747 ) Balance as of December 31, 2021 6,657 Expenses incurred (a) 33,534 Payments ( 27,387 ) Balance as of December 31, 2022 $ 12,804 (a) There were no non-cash restructuring and other expenses incurred for the years ended December 31, 2022 and 2021. The amount of expenses incurred for the years ended December 31, 2022 and 2021 excludes $ 4.0 million and $ 0.1 million, respectively, of other costs that were paid through accounts payable and $ 19.1 million and $ 8.2 million, respectively, 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 consolidated balance sheets. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shares of Common Stock Outstanding | Shares of common stock outstanding were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Common stock shares, beginning balance 103,764 103,935 103,866 Repurchases of common stock ( 1,929 ) ( 1,500 ) ( 1,256 ) Issuances of common stock 1,076 1,329 1,325 Common stock shares, ending balance 102,911 103,764 103,935 |
Schedule of Repurchase Activity | The following table sets forth repurchase activity under the Company’s stock repurchase programs from inception through December 31, 2022: Total number of Average price Approximate dollar March 2018 948,100 $ 39.55 $ 37,493 April 2018 1,024,400 36.60 37,492 January 2019 552,100 39.16 21,623 February 2019 120,600 41.40 4,993 June 2019 509,100 45.29 23,055 August 2019 141,100 49.93 7,045 March 2020 600,000 53.38 32,029 September 2020 506,244 59.26 30,000 October 2020 150,000 54.14 8,122 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 7,980,567 $ 469,334 |
Schedule of Stock by Class | The following is a summary of the Company’s authorized, issued, and outstanding shares as of December 31: 2022 2021 Shares Authorized: Class A common stock 300,000,000 300,000,000 Class B common stock 300,000,000 300,000,000 Preferred stock 30,000,000 30,000,000 Total shares authorized 630,000,000 630,000,000 Shares Issued and Outstanding: Class A common stock 102,911,209 103,763,635 Class B common stock — — Preferred stock — — Total shares issued and outstanding 102,911,209 103,763,635 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2022 2021 2020 Numerator: Net income $ 266,497 $ 234,831 $ 192,787 Denominator: Basic weighted average common shares outstanding 102,974 103,872 104,168 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 503 1,193 1,297 Diluted weighted average common shares outstanding 103,477 105,065 105,465 Earnings per share: Basic $ 2.59 $ 2.26 $ 1.85 Diluted $ 2.58 $ 2.24 $ 1.83 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income before Provision for Income Taxes | The components of income before provision for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ 146,767 $ 186,445 $ 122,659 Foreign 167,798 128,715 80,999 Income before provision for income taxes $ 314,565 $ 315,160 $ 203,658 |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Federal income taxes: Current $ 7,908 $ 926 $ ( 15,537 ) Deferred 7,497 45,819 10,188 Foreign income taxes: Current 36,326 27,718 16,019 Deferred ( 7,613 ) ( 4,309 ) ( 3,106 ) State income taxes: Current 5,697 5,163 14,229 Deferred ( 1,747 ) 5,012 ( 10,922 ) Income tax expense $ 48,068 $ 80,329 $ 10,871 |
Schedule of Effective Income Tax Rate Reconciliation | Actual income tax expense differed from the amount computed by applying the U.S. federal tax rate of 21 % to pre-tax income as a result of the following (in thousands): Year Ended December 31, 2022 2021 2020 Expected income tax expense at statutory rate $ 66,059 $ 66,184 $ 42,768 Change in income tax expense resulting from: Foreign income inclusion 15,821 11,019 6,013 Foreign earnings not indefinitely reinvested ( 2,400 ) 278 5,071 Foreign tax credits ( 14,884 ) ( 4,390 ) — Changes in income tax valuation allowance (all jurisdictions) 5,895 ( 1,462 ) 14,503 Foreign derived intangible income ( 5,256 ) — — Share-based compensation ( 2,313 ) ( 5,662 ) ( 2,800 ) Research and general business tax credits (a) ( 19,751 ) ( 8,902 ) ( 12,872 ) State and local taxes, net of federal benefit ( 592 ) 11,978 6,924 Capital loss carryforward (b) 350 ( 214 ) ( 16,506 ) Foreign rate differential 5,501 2,865 ( 1,777 ) Changes in reserve for uncertain tax positions including interest 5,822 4,721 ( 18,839 ) Provision to tax return and other deferred tax adjustments ( 10,391 ) ( 771 ) ( 12,325 ) Gain on sale of business — — ( 2,350 ) Nondeductible executive compensation 772 1,649 367 Other, net 3,435 3,036 2,694 Income tax expense $ 48,068 $ 80,329 $ 10,871 (a) Years ended December 31, 2022 and 2021 included a $ 2.3 million and $ 0.8 million, respectively, valuation allowance release and the year ended December 31, 2020 was offset by a $ 9.4 million valuation allowance. (b) Years ended December 31, 2022, 2021 , and 2020 are offset by $ 0.3 million, $ 0.2 million, and $ 16.5 million, respectively, in valuation allowances. |
Schedule of Valuation Allowance | The changes in the valuation allowance for deferred tax assets were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Balance at the beginning of the period $ 97,962 $ 100,310 $ 84,159 Deferred tax assets assumed through acquisitions — — 479 Deferred tax assets released through divestitures — — ( 271 ) Charged (credited) to income tax expense 5,895 ( 1,462 ) 14,503 Foreign currency exchange ( 4,482 ) ( 407 ) 1,440 Other adjustments 148 ( 479 ) — Balance at the end of the period $ 99,523 $ 97,962 $ 100,310 |
Schedule of Deferred Tax Assets and Liabilities | The income tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows as of December 31 (in thousands): 2022 2021 Deferred tax assets: Net operating losses $ 75,317 $ 134,143 Tax credits 56,120 58,901 Deferred revenue 20,175 — Employee compensation and other benefits 16,841 28,538 Allowance for doubtful accounts 2,808 1,787 Lease obligations 54,239 57,749 Accrued expenses 8,032 13,158 Capital loss carryforward 18,809 20,021 Interest limitation carryforwards 25,584 30,847 Other 835 1,151 Total deferred tax assets 278,760 346,295 Less: valuation allowance ( 99,523 ) ( 97,962 ) Net deferred tax assets 179,237 248,333 Deferred tax liabilities: Undistributed foreign earnings ( 4,606 ) ( 7,778 ) Right of use asset ( 43,170 ) ( 47,532 ) Depreciation and amortization ( 164,393 ) ( 214,636 ) Deferred revenue — ( 17,247 ) Other ( 8,546 ) ( 3,814 ) Total deferred tax liabilities ( 220,715 ) ( 291,007 ) Net deferred tax assets $ ( 41,478 ) $ ( 42,674 ) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of unrecognized tax benefits, excluding accrued interest and penalties, is as follows (in thousands): Unrecognized tax benefits balance as of December 31, 2019 $ 23,238 Increases for tax positions in the current year 254 Increases for tax positions of prior years 3,237 Decreases for tax positions in prior year ( 2,540 ) Impact of foreign currency translation 132 Lapse of statute limitations ( 15,288 ) Unrecognized tax benefits balance as of December 31, 2020 9,033 Increases for tax positions in the current year 386 Increases for tax positions of prior years 4,233 Settlements with tax authorities ( 1,131 ) Impact of foreign currency translation ( 169 ) Lapse of statute limitations ( 234 ) Unrecognized tax benefits balance as of December 31, 2021 12,118 Increases for tax positions in the current year 601 Increases for tax positions of prior years 5,145 Impact of foreign currency translation ( 565 ) Lapse of statute limitations ( 515 ) Unrecognized tax benefits balance as of December 31, 2022 $ 16,784 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information about reportable segment operating results was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue: Clinical Solutions $ 4,070,618 $ 4,017,725 $ 3,346,208 Commercial Solutions 1,322,464 1,195,245 1,069,569 Total revenue 5,393,082 5,212,970 4,415,777 Segment direct costs: Clinical Solutions 3,027,509 3,013,955 2,519,465 Commercial Solutions 1,078,745 947,309 847,330 Total segment direct costs 4,106,254 3,961,264 3,366,795 Segment selling, general, and administrative expenses: Clinical Solutions 353,647 353,990 283,633 Commercial Solutions 84,615 82,516 82,709 Total segment selling, general, and administrative expenses 438,262 436,506 366,342 Segment operating income: Clinical Solutions 689,462 649,780 543,110 Commercial Solutions 159,104 165,420 139,530 Total segment operating income 848,566 815,200 682,640 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 32,562 33,220 31,347 Share-based compensation included in selling, general, and administrative expenses 24,708 31,984 27,144 Corporate selling, general, and administrative expenses 84,284 102,275 79,240 Restructuring and other costs 56,641 22,816 29,414 Depreciation and amortization 247,179 235,625 222,352 Total income from operations $ 403,192 $ 389,280 $ 293,143 |
Operations by Geographic Loca_2
Operations by Geographic Location (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2022 2021 2020 Revenue: North America (a) $ 3,226,205 $ 3,144,475 $ 2,791,590 Europe, Middle East, and Africa 1,334,825 1,333,540 1,059,968 Asia-Pacific 680,390 594,163 465,116 Latin America 151,662 140,792 99,103 Total revenue $ 5,393,082 $ 5,212,970 $ 4,415,777 (a) Revenue for the North America region includes revenue attributable to the U.S. of $ 3.02 billion , $ 2.95 billion, and $ 2.64 billion, or 56.1 % , 56.6 %, and 59.9 % of total revenue, for the years ended December 31, 2022, 2021, and 2020 , respectively. No other country represented more than 10% of total revenue for any year . |
Long-Lived Assets by Geographic Area | The following table summarizes long-lived assets by geographic area as of December 31 (in thousands, all intercompany transactions have been eliminated): 2022 2021 Property and equipment, net: North America (a) $ 202,645 $ 165,446 Europe, Middle East and Africa 33,827 37,004 Asia-Pacific 21,360 13,615 Latin America 6,463 6,592 Total property and equipment, net $ 264,295 $ 222,657 (a) Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of $ 196.4 million and $ 160.0 million as of December 31, 2022 and 2021 , respectively . |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Valuation Assumptions | The fair values of ESPP offerings were determined using the Black-Scholes valuation model and the following assumptions: Year Ended December 31, 2022 2021 2020 Expected volatility 32.9 % - 48.7 % 25.3 % - 38.3 % 27.7 % - 55.1 % Risk-free interest rate 0.6 % - 3.34 % 0.06 % - 0.07 % 0.13 % - 0.95 % Expected term (in years) 0.5 0.5 0.5 |
Summary of Stock Option Activity | The following table sets forth the summary of stock option activity for the year ended December 31, 2022: Number Weighted Weighted Aggregate Outstanding as of December 31, 2021 384,487 $ 27.81 Exercised ( 128,922 ) 20.24 Forfeited ( 2,551 ) 10.57 Outstanding as of December 31, 2022 253,014 31.84 2.91 $ 1,928 Vested and expected to vest as of December 31, 2022 253,014 31.84 2.91 $ 1,928 Exercisable as of December 31, 2022 253,014 31.84 2.91 $ 1,928 (a) Represents the total pre-tax intrinsic value (i.e., the aggregate difference between the closing price of the Company’s common stock on December 31, 2022 of $ 36.68 and the exercise price for in-the-money options) that would have been received by the holders if all instruments had been exercised on December 31, 2022 . |
Summary of Restricted Stock Unit Activity | The following table sets forth a summary of RSUs outstanding under the 2014 and 2018 Plans as of December 31, 2022 and changes during the year then ended: Time-based Performance-based Number of Shares Weighted Average Number of Shares Weighted Average Total Number of Shares Non-vested as of December 31, 2021 1,625,187 $ 66.90 355,999 $ 60.75 1,981,186 Granted 1,527,052 61.82 233,091 58.31 1,760,143 Vested ( 829,999 ) 61.43 ( 117,424 ) 60.67 ( 947,423 ) Forfeited ( 318,795 ) 76.47 ( 125,819 ) 77.52 ( 444,614 ) Non-vested as of December 31, 2022 2,003,445 $ 63.18 345,847 $ 58.99 2,349,292 Unrecognized compensation expense (in millions) $ 80.3 $ 6.4 Weighted average period unrecognized compensation is expected to be recognized (in years) 1.8 1.9 |
Summary of Share-Based Compensation Expense | Total share-based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Direct costs $ 32,562 $ 33,220 $ 31,347 Selling, general, and administrative expenses 24,708 31,984 27,144 Total share-based compensation expense $ 57,270 $ 65,204 $ 58,491 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Contributions to Defined Contribution Plan | The Company’s contributions related to these defined contribution retirement plans were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Defined contribution retirement plan contributions $ 34,430 $ 30,932 $ 15,049 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | 51 Months Ended | |||
Jan. 01, 2020 USD ($) | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Number of reportable segments | Segment | 2 | ||||
Restricted cash | $ 100 | $ 100 | $ 100 | ||
Impairment of goodwill | 0 | ||||
Impact from adoption of ASU | 0 | 0 | $ (2,771) | ||
Goodwill | $ 4,897,518 | $ 4,956,015 | $ 4,776,178 | $ 4,897,518 | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 | ||||
Impact from adoption of ASU | $ 2,800 | ||||
Change in accounting principle, accounting standards update, adopted [true/false] | true | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2020 | Jan. 01, 2020 | |||
Minimum | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Contract Termination Notice Period | 30 days | 30 days | |||
Maximum | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Contract Termination Notice Period | 90 days | 90 days | |||
Finite-Lived Intangible Assets [Member] | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Goodwill | $ 529,100 | $ 529,100 | |||
Quantitative analysis reporting unit value | $ 19,000 | ||||
Quantitative analysis reporting unit percentage | 3% | ||||
Inventiv | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Impairment charge | $ 0 | $ 0 | |||
Computer equipment and software | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Property and equipment, estimated useful life | 5 years | ||||
Computer equipment and software | Minimum | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Property and equipment, estimated useful life | 2 years | ||||
Computer equipment and software | Maximum | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Property and equipment, estimated useful life | 3 years | 3 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Net Cash Pool Position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Gross cash position | $ 283,337 | $ 179,160 |
Less: cash borrowings | (283,029) | (167,507) |
Net cash position | $ 308 | $ 11,653 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | 39 years | |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | 10 years | 10 years |
Computer equipment and software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Computer equipment and software | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | 2 years | |
Computer equipment and software | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | 3 years |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | Lesser of lease term or the estimated economic life of the leased asset | |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, estimated useful life | Lesser of remaining life of lease or the useful life of the asset |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Intangible Assets (Details) - Weighted Average | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 9 years 9 months 18 days | 9 years 9 months 18 days |
Acquired backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years 7 months 6 days | 2 years 7 months 6 days |
Trade names and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years 6 months | 5 years 6 months |
Patient communities | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 6 years | 6 years |
Acquired technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years 9 months 18 days | 6 years |
Financial Statement Details - A
Financial Statement Details - Accounts Receivable and Unbilled Services, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables [Abstract] | |||
Accounts receivable billed | $ 898,839 | $ 873,265 | |
Accounts receivable unbilled | 227,210 | 241,799 | |
Contract assets | 531,234 | 417,411 | |
Less: Allowance for doubtful accounts | (12,121) | (7,585) | |
Accounts receivable and unbilled services, net | 1,645,162 | 1,524,890 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at the beginning of the period | (7,585) | (7,615) | $ (5,381) |
Impact from adoption of ASU | 0 | 0 | (2,771) |
Current year provision | (4,597) | (367) | (695) |
Write-offs, net of recoveries and the effects of foreign currency exchange | 61 | 397 | 1,232 |
Balance at the end of the period | $ (12,121) | $ (7,585) | $ (7,615) |
Financial Statement Details - N
Financial Statement Details - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Trade receivables sold | $ 127,000 | $ 129,100 |
Proceeds from sale of trade receivables | 126,200 | 128,900 |
Property and equipment, gross | 87,213 | 77,674 |
Amortization charges, net of rebates | 63,121 | 47,653 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 87,200 | 77,700 |
Accumulated depreciation | 24,100 | 30,000 |
Amortization charges, net of rebates | $ 20,500 | $ 17,500 |
Financial Statement Details - S
Financial Statement Details - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 596,293 | $ 524,951 |
Less: Accumulated depreciation | (331,998) | (302,294) |
Property and equipment, net | 264,295 | 222,657 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 186,880 | 159,736 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 104,803 | 96,188 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 101,739 | 91,937 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 87,213 | 77,674 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 69,742 | 65,018 |
Buildings and land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,724 | 5,692 |
Assets not yet placed in service | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 41,192 | $ 28,706 |
Financial Statement Details -_2
Financial Statement Details - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | 51 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 4,956,015,000 | $ 4,776,178,000 | ||
Acquisitions | 5,182,000 | 192,286,000 | ||
Impact of foreign currency translation and other | (63,679,000) | (12,449,000) | ||
Ending balance | 4,897,518,000 | 4,956,015,000 | $ 4,776,178,000 | $ 4,897,518,000 |
Impairment of goodwill | 0 | |||
Clinical Solutions | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 3,448,699,000 | 3,216,335,000 | ||
Acquisitions | 2,258,000 | 192,286,000 | ||
Impact of foreign currency translation and other | (45,080,000) | 40,078,000 | ||
Ending balance | 3,405,877,000 | 3,448,699,000 | 3,216,335,000 | 3,405,877,000 |
Accumulated impairment loss | 8,100,000 | 8,100,000 | ||
Impairment of goodwill | 0 | 0 | 0 | |
Transfer of goodwill | 44,200,000 | |||
Commercial Solutions | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 1,507,316,000 | 1,559,843,000 | ||
Acquisitions | 2,924,000 | 0 | ||
Impact of foreign currency translation and other | (18,599,000) | (52,527,000) | ||
Ending balance | 1,491,641,000 | 1,507,316,000 | 1,559,843,000 | 1,491,641,000 |
Accumulated impairment loss | 8,000,000 | $ 8,000,000 | ||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Financial Statement Details -_3
Financial Statement Details - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 1,828,512 | $ 1,852,379 |
Accumulated amortization | (1,147,649) | (998,312) |
Finite-lived intangible assets, net | 680,863 | 854,067 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,524,427 | 1,547,925 |
Accumulated amortization | (931,068) | (811,542) |
Finite-lived intangible assets, net | 593,359 | 736,383 |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 173,963 | 175,826 |
Accumulated amortization | (164,515) | (154,475) |
Finite-lived intangible assets, net | 9,448 | 21,351 |
Trade names and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 54,972 | 55,728 |
Accumulated amortization | (36,177) | (28,806) |
Finite-lived intangible assets, net | 18,795 | 26,922 |
Patient communities | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 45,100 | 45,100 |
Accumulated amortization | (9,709) | (2,192) |
Finite-lived intangible assets, net | 35,391 | 42,908 |
Acquired technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 30,050 | 27,800 |
Accumulated amortization | (6,180) | (1,297) |
Finite-lived intangible assets, net | $ 23,870 | $ 26,503 |
Financial Statement Details -_4
Financial Statement Details - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 | $ 151,216 | |
2024 | 144,983 | |
2025 | 130,813 | |
2026 | 108,527 | |
2027 | 91,778 | |
2028 and thereafter | 53,546 | |
Finite-lived intangible assets, net | $ 680,863 | $ 854,067 |
Financial Statement Details -_5
Financial Statement Details - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Professional fees, investigator fees, and pass-through costs | $ 300,756 | $ 283,432 |
Compensation, including bonuses, fringe benefits, and payroll taxes | 178,862 | 215,386 |
Income and other taxes | 22,689 | 25,723 |
Rebates to customers | 21,826 | 22,367 |
Contingent obligations, current | 14,600 | 3,397 |
Restructuring and other costs, current portion | 12,804 | 6,657 |
Interest rate swaps - current | 0 | 1,827 |
Other liabilities | 62,663 | 55,652 |
Total accrued expenses | $ 614,200 | $ 614,441 |
Financial Statement Details -_6
Financial Statement Details - Accumulated Other Comprehensive Loss, Net of Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 3,412,555 | $ 3,242,112 | $ 3,029,654 |
Balance at end of period | 3,495,001 | 3,412,555 | 3,242,112 |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (49,618) | (40,801) | (71,593) |
Balance at end of period | (133,874) | (49,618) | (40,801) |
Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (46,997) | (22,040) | |
Other comprehensive gain (loss) before reclassifications | 92,487 | (24,957) | 34,717 |
Balance at end of period | (139,484) | (46,997) | (22,040) |
Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (2,621) | (18,761) | |
Other comprehensive gain (loss) before reclassifications | 16,626 | 2,963 | (20,446) |
Reclassification adjustments | (8,395) | 13,177 | 16,521 |
Balance at end of period | $ (5,610) | $ (2,621) | $ (18,761) |
Financial Statement Details - T
Financial Statement Details - Tax Effects Allocated to Each Component of Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Total unrealized gain (loss) on derivative instruments, net of taxes | $ 84,256 | $ (8,817) | $ 30,792 |
Income tax (benefit) expense | 634 | 1,472 | (1,354) |
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Unrealized gain (loss) during period, before taxes | 93,121 | (26,429) | 36,071 |
Other comprehensive gain (loss) before reclassifications | 92,487 | (24,957) | 34,717 |
Income tax (benefit) expense | (634) | (1,472) | 1,354 |
Other comprehensive income before reclassifications | 92,487 | (24,957) | 34,717 |
Derivative Instruments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Unrealized gain (loss) during period, before taxes | 22,180 | 4,084 | (27,647) |
Income tax expense (benefit) | 5,554 | 1,121 | (7,201) |
Other comprehensive gain (loss) before reclassifications | 16,626 | 2,963 | (20,446) |
Reclassification adjustment, before taxes | (11,229) | 17,655 | 22,328 |
Reclassification adjustment, net of taxes | (8,395) | 13,177 | 16,521 |
Total unrealized gain (loss) on derivative instruments, net of taxes | 8,231 | 16,140 | (3,925) |
Income tax (benefit) expense | (2,834) | 4,478 | 5,807 |
Other comprehensive income before reclassifications | $ 16,626 | $ 2,963 | $ (20,446) |
Financial Statement Details -_7
Financial Statement Details - Schedule of Other (Income) Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net realized foreign currency loss | $ 12,780 | $ 2,190 | $ 3,175 |
Net unrealized foreign currency (gain) loss | (10,724) | (5,928) | 4,147 |
Gain on sale of business | 0 | 0 | (7,133) |
Equity investment (income) expense | 1,000 | (1,950) | (3,745) |
Other, net | 3,966 | (2,945) | 580 |
Total other (income) expense, net | $ 7,022 | $ (8,633) | $ (2,976) |
Financial Statement Details -_8
Financial Statement Details - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash paid for income taxes, net of refunds | $ 66,900 | $ 35,100 | $ 23,400 |
Cash paid for interest (excluding finance leases) | 75,384 | 63,952 | 83,690 |
Supplemental disclosure of noncash investing and financing activities | |||
Non-cash investment to acquire certain intellectual property rights from a customer in lieu of cash payment for services rendered | 0 | 0 | 27,300 |
Fair value of contingent consideration related to acquisitions | 1,500 | 19,158 | 0 |
Change in property and equipment included in liabilities | 4,117 | 1,753 | 11,684 |
Vehicles acquired through finance lease agreements | $ 51,473 | $ 28,994 | $ 20,203 |
Acquisitions, Divestitures, a_3
Acquisitions, Divestitures, and Investments - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 06, 2021 | Oct. 06, 2021 | Sep. 13, 2021 | Dec. 17, 2020 | Dec. 09, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2022 | May 31, 2021 | |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 4,776,178,000 | $ 4,897,518,000 | $ 4,956,015,000 | $ 4,776,178,000 | ||||||||
Business acquisition payment of cash | 4,484,000 | 278,920,000 | 456,455,000 | |||||||||
Contingent consideration | $ 2,200,000 | $ 1,800,000 | ||||||||||
Gain (loss) on divestiture | 0 | 0 | 7,133,000 | |||||||||
Non-cash investment to acquire certain intellectual property rights from a customer in lieu of cash payment for services rendered | 0 | 0 | 27,300,000 | |||||||||
Assets Exchanged In Cash | 3,800,000 | |||||||||||
Income (Loss) from Equity Method Investments | 3,800,000 | 5,300,000 | ||||||||||
Other long-term investments | 10,400,000 | 16,200,000 | ||||||||||
Maximum loss on investment for a VIE | 14,400,000 | |||||||||||
Clinical Solutions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | 3,216,335,000 | 3,405,877,000 | 3,448,699,000 | 3,216,335,000 | ||||||||
Cash consideration | 18,000,000 | |||||||||||
Contingent consideration | 3,600,000 | 3,000,000 | 3,600,000 | |||||||||
Divestiture, consideration received | 23,000,000 | 23,000,000 | ||||||||||
Convertible notes | 5,000,000 | |||||||||||
Proceeds from notes receivable | 5,000,000 | |||||||||||
Gain (loss) on divestiture | $ 7,100,000 | |||||||||||
Related Party | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration | $ 2,200,000 | $ 1,800,000 | ||||||||||
Related Party | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 4,000,000 | |||||||||||
StudyKIK Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Name of acquired entity | StudyKIK | |||||||||||
Date of Acquisition | Sep. 13, 2021 | |||||||||||
Aggregate purchase price for the acquisition | $ 203,600,000 | |||||||||||
Cash acquired | 1,000,000 | |||||||||||
Goodwill | 115,300,000 | |||||||||||
Intangible assets | $ 91,800,000 | |||||||||||
Rx Data Science Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Name of acquired entity | RxDataScience | RxDataScience | ||||||||||
Date of Acquisition | Oct. 06, 2021 | |||||||||||
Aggregate purchase price for the acquisition | $ 67,500,000 | |||||||||||
Cash acquired | 2,400 | |||||||||||
Goodwill | $ 53,200,000 | 53,200,000 | ||||||||||
Intangible assets | $ 18,000,000 | $ 18,000,000 | ||||||||||
Synteract Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Name of acquired entity | Synteract | |||||||||||
Date of Acquisition | Dec. 09, 2020 | |||||||||||
Aggregate purchase price for the acquisition | $ 385,500,000 | |||||||||||
Cash acquired | 28,000,000 | |||||||||||
Goodwill | 363,733,000 | |||||||||||
Intangible assets | $ 56,400,000 | |||||||||||
Percentage of Outstanding Shares Purchase | 100% | |||||||||||
Business acquisition payment of cash | $ 1,000,000 | |||||||||||
Illingworth Research Group Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of Acquisition | Dec. 17, 2020 | |||||||||||
Aggregate purchase price for the acquisition | $ 80,900,000 | |||||||||||
Cash acquired | 1,100,000 | |||||||||||
Goodwill | 64,600,000 | |||||||||||
Intangible assets | $ 21,500,000 | |||||||||||
Business acquisition payment of cash | $ 9,000,000 |
Acquisitions, Divestitures, a_4
Acquisitions, Divestitures, and Investments - Preliminary Estimates of Fair Values of Intangible Assets and Estimated Useful Lives (Details) - StudyKIK Acquisition [Member] $ in Thousands | Sep. 13, 2021 USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 91,800 |
Customer relationships | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 22,300 |
Estimated Useful Life | 6 years |
Acquired backlog | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 1,800 |
Estimated Useful Life | 1 year 3 months |
Trade name | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 2,700 |
Estimated Useful Life | 6 years |
Patient communities | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 45,100 |
Estimated Useful Life | 6 years |
Acquired technology | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 19,900 |
Estimated Useful Life | 6 years |
Acquisitions, Divestitures, a_5
Acquisitions, Divestitures, and Investments - Allocation of Consideration Transferred (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 09, 2020 |
Assets acquired: | ||||
Goodwill | $ 4,897,518 | $ 4,956,015 | $ 4,776,178 | |
Synteract Acquisition [Member] | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 28,028 | |||
Accounts receivable and unbilled services | 39,723 | |||
Prepaid expenses and other current assets | 2,160 | |||
Property and equipment | 3,978 | |||
Operating lease right-of-use assets | 10,839 | |||
Other identifiable intangible assets | 56,400 | |||
Goodwill | 363,733 | |||
Other assets | 4,121 | |||
Total assets acquired | 508,982 | |||
Liabilities assumed: | ||||
Accounts payable and accrued expenses | 25,623 | |||
Deferred revenue | 45,272 | |||
Operating lease obligations | 15,693 | |||
Deferred income taxes, net | 7,754 | |||
Other liabilities | 1,126 | |||
Total liabilities assumed | 95,468 | |||
Net assets acquired | $ 413,514 |
Acquisitions, Divestitures, a_6
Acquisitions, Divestitures, and Investments - Preliminary Estimates of Fair Value of Intangible Assets and Estimated Useful Lives (Details) - Synteract Acquisition [Member] $ in Thousands | Dec. 09, 2020 USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 56,400 |
Acquired backlog | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 37,200 |
Estimated Useful Life | 4 years |
Acquired backlog | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 4 years |
Trade name | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 19,200 |
Estimated Useful Life | 8 years |
Trade name | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 8 years |
Long-Term Debt Obligations - Sc
Long-Term Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Term loan original issuance discount | $ (3,322) | $ (2,228) |
Less: Unamortized deferred issuance costs | (6,505) | (8,043) |
Long-term debt | 2,611,166 | 2,775,721 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,020,993 | 2,185,992 |
Secured Debt | Term A Facility due November 2027 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 1,350,000 | 0 |
Secured Debt | Revolving Facility due November 2027 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 120,993 | 0 |
Secured Debt | Accounts receivable financing agreement due October 2025 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 550,000 | 400,000 |
Secured Debt | Term Loan A - tranche one due March 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 0 | 149,195 |
Secured Debt | Term Loan A - tranche two due August 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 0 | 1,636,797 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,620,993 | 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 ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 24, 2020 | |
Debt Instrument [Line Items] | ||||
Proceeds from revolving line of credit | $ 390,993 | $ 80,000 | $ 300,000 | |
Repayments of Long-term debt | 1,785,992 | 727,277 | 327,294 | |
Loss on extinguishment of debt | (817) | (3,612) | (1,581) | |
Proceeds from issuance of long-term debt, net of discount | $ 1,347,721 | $ 494,505 | $ 600,000 | |
Term A Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable rate (percent) | 0.25% | |||
Term A Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable rate (percent) | 0.50% | |||
Revolving Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable rate (percent) | 0.25% | |||
Revolving Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable rate (percent) | 0.50% | |||
Amended & Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Proceeds from revolving line of credit | $ 261,000 | |||
Loss on extinguishment of debt | 800 | |||
Amended & Restated Credit Agreement | Term A Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,350,000 | |||
Outstanding borrowings | $ 2,300 | |||
Amended & Restated Credit Agreement | Term A Facility | Through January 2024 | ||||
Debt Instrument [Line Items] | ||||
Repayment of Credit Facility Percentage | 0% | |||
Amended & Restated Credit Agreement | Term A Facility | In April 2024 and July 2024 | ||||
Debt Instrument [Line Items] | ||||
Repayment of Credit Facility Percentage | 0.625% | |||
Amended & Restated Credit Agreement | Term A Facility | In October 2024 | ||||
Debt Instrument [Line Items] | ||||
Repayment of Credit Facility Percentage | 1.25% | |||
Amended & Restated Credit Agreement | Revolving Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 400,000 | |||
Amended & Restated Credit Agreement | Revolving Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,000,000 | |||
Senior Unsecured Notes Due2029 | ||||
Debt Instrument [Line Items] | ||||
Percentage redeemed | 40% | |||
Debt redemption price percentage | 103.625% | |||
Secured Debt | Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.65% | |||
Secured Debt | Letter of credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, capacity available for trade purchases | $ 135,900 | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due March 2024 | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan facility | 1,550,000 | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 600,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.67% | |||
Secured Debt | 2017 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Percentage of capital stock of certain controlled foreign subsidiaries securing debt obligation | 65% | |||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings | $ 121,000 | |||
Available borrowings | $ 864,900 | |||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Quarterly commitment fee on average daily unused balance | 0.20% | |||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Quarterly commitment fee on average daily unused balance | 0.30% | |||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable rate (percent) | 0.50% | |||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Letter of credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 150,000 | |||
Outstanding borrowings | $ 14,100 | |||
3.625% Senior Notes | Senior Unsecured Notes Due2029 | ||||
Debt Instrument [Line Items] | ||||
Term loan facility | $ 600,000 | |||
Debt instrument, interest rate | 3.625% |
Long-Term Debt Obligations - _2
Long-Term Debt Obligations - Schedule of Variable Rate Margins (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | Base Rate | Term A Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 0.25% | |
Minimum | Base Rate | Revolving Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 0.25% | |
Minimum | Eurocurrency Rate | Term A Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 1.25% | |
Minimum | Eurocurrency Rate | Revolving Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 1.25% | |
Maximum | Base Rate | Term A Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 0.50% | |
Maximum | Base Rate | Revolving Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 0.50% | |
Maximum | Eurocurrency Rate | Term A Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 1.50% | |
Maximum | Eurocurrency Rate | Revolving Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 1.50% | |
Secured Debt | Maximum | Term Loan A | Base Rate | Term Loan | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 0.50% | |
Secured Debt | Maximum | Term Loan A | Eurocurrency Rate | Term Loan | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 1.50% | |
Secured Debt | Maximum | Term Loan B | Base Rate | Term Loan | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 1% | |
Secured Debt | Maximum | Term Loan B | Eurocurrency Rate | Term Loan | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 2% | |
Secured Debt | Maximum | 2017 Credit Agreement - Revolving Credit Facility | Base Rate | Revolving Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 0.50% | |
Secured Debt | Maximum | 2017 Credit Agreement - Revolving Credit Facility | Eurocurrency Rate | Revolving Facility | ||
Debt Instrument [Line Items] | ||
Applicable margin on variable rate (percent) | 1.50% |
Long-Term Debt Obligations - Ac
Long-Term Debt Obligations - Accounts Receivable Financing Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 03, 2022 | Dec. 31, 2022 | Oct. 02, 2022 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 2,611,166 | ||
Accounts Receivable Financing Agreement Due October 2025 Member | |||
Debt Instrument [Line Items] | |||
Line of credit facility, decrease, forgiveness | $ 150,000 | ||
Accounts Receivable Securitization | Secured Debt | Accounts receivable financing agreement due September 2021 | |||
Debt Instrument [Line Items] | |||
Weighted average imputed interest rate | 5.32% | ||
Accounts Receivable Securitization | Secured Debt | Accounts Receivable Financing Agreement Due October 2025 Member | |||
Debt Instrument [Line Items] | |||
Voluntary prepayments on term loans | $ 150,000 | ||
Subsidiaries | Accounts Receivable Securitization | Secured Debt | Accounts receivable financing agreement due October 2022 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 550,000 | ||
Subsidiaries | Accounts Receivable Securitization | Secured Debt | Accounts Receivable Financing Agreement Due October 2025 Member | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 550,000 | $ 400,000 | |
Subsidiaries | Minimum | Accounts Receivable Securitization | Secured Debt | |||
Debt Instrument [Line Items] | |||
Applicable margin on variable rate (percent) | 0.10% | ||
Subsidiaries | Maximum | Accounts Receivable Securitization | Secured Debt | |||
Debt Instrument [Line Items] | |||
Applicable margin on variable rate (percent) | 0% |
Long-Term Debt Obligations - Co
Long-Term Debt Obligations - Contractual Maturities of Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
2023 | $ 0 | ||
2024 | 33,750 | ||
2025 | 617,500 | ||
2026 | 67,500 | ||
2027 | 1,302,243 | ||
2028 and thereafter | 600,000 | ||
Less: Term loan original issuance discount | (3,322) | $ (2,228) | |
Less: Unamortized deferred issuance costs | (6,505) | $ (8,043) | |
Total | 2,611,166 | ||
Long-Term Debt, Other Disclosure | |||
2023 | [1] | 135,976 | |
2024 | [1] | 135,471 | |
2025 | [1] | 124,545 | |
2026 | [1] | 98,379 | |
2027 | [1] | 82,895 | |
2028 and thereafter | [1] | 22,656 | |
Total | [1] | $ 599,922 | |
[1] (a) The interest payments on long-term debt in the above table are based on interest rates in effect as of December 31, 2022. |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Lessee Lease Description [Line Items] | |
Lease, remaining lease term | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Lease, remaining lease term | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Fixed lease costs | $ 51,369 | $ 55,168 |
Short-term lease costs | 1,655 | 1,994 |
Variable lease costs | 44,228 | 36,760 |
Total operating lease costs | 97,252 | 93,922 |
Amortization of right-of-use assets | 20,410 | 17,453 |
Interest on lease liabilities | 1,876 | 605 |
Variable lease costs | 9,390 | 6,231 |
Total finance lease costs | $ 31,676 | $ 24,289 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Property and equipment, gross | $ 87,213 | $ 77,674 |
Accumulated depreciation | (24,092) | (30,021) |
Property and equipment, net | 63,121 | 47,653 |
Current portion of finance lease obligations | 24,011 | 20,627 |
Finance lease long-term obligations | 44,124 | 34,181 |
Total finance lease liabilities | $ 68,135 | $ 54,808 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating cash flows for operating leases | $ (58,680) | $ (59,863) | |
Operating cash flows for finance leases | (1,876) | (605) | |
Payments of finance leases | (7,998) | (15,774) | $ (16,434) |
Right-of-use asset obtained in exchange for lease liability, Operating leases | 30,705 | 43,385 | |
Right-of-use asset obtained in exchange for lease liability, Finance leases | 51,473 | 28,994 | |
Lease obligations closed out in exchange for right-of-use asset, Operating leases | $ (17,135) | $ (10,122) |
Leases - Supplemental Cash Fl_2
Leases - Supplemental Cash Flow Information, Weighted Average (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term, Operating lease | 6 years | 6 years |
Weighted average remaining lease term, Finance lease | 3 years | 3 years |
Weighted average discount rate, Operating leases | 4.80% | 4.70% |
Weighted average discount rate, Finance leases | 4.90% | 1.10% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 53,341 | |
2024 | 49,483 | |
2025 | 42,973 | |
2026 | 32,676 | |
2027 | 22,918 | |
2028 and thereafter | 52,155 | |
Total lease payments | 253,546 | |
Less: Management fee | 0 | |
Less: Imputed interest | (33,994) | |
Total lease liabilities | 219,552 | |
Finance Leases | ||
2023 | 26,257 | |
2024 | 24,922 | |
2025 | 18,756 | |
2026 | 5,306 | |
2027 | 1 | |
2028 and thereafter | 0 | |
Total lease payments | 75,242 | |
Less: Management fee | (957) | |
Less: Imputed interest | (6,150) | |
Total lease liabilities | 68,135 | $ 54,808 |
2023 | 79,598 | |
2024 | 74,405 | |
2025 | 61,729 | |
2026 | 37,982 | |
2027 | 22,919 | |
2028 and thereafter | 52,155 | |
Total lease payments | $ 328,788 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | |
Derivative [Line Items] | ||||||
Foreign currency forward gain loss realized | $ (12,780) | $ (2,190) | $ (3,175) | |||
Interest Rate Swap, expiring June 30, 2021 | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 1,010,000 | |||||
Interest Rate Swap, expiring March 31, 2023 | ||||||
Derivative [Line Items] | ||||||
Notional amount | 1,030,000 | $ 1,420,000 | $ 549,200 | |||
Foreign Exchange Forward | ||||||
Derivative [Line Items] | ||||||
Foreign currency forward gain loss realized | $ 10,000 | $ 700 |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Hedging Instruments on Consolidated Balance Sheets (Details) - Cash Flow Hedging - Intrest rate swaps - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Current | $ 0 | $ 1,827 |
Derivative liability | $ 0 | $ 1,827 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Noncurrent | $ 0 | $ 948 |
Derivative assets | 10,073 | 948 |
Derivative Asset, Current | $ 10,073 | $ 0 |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Assets | Assets |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | |||
Contingent obligations related to acquisitions | $ 3,100 | $ 3,100 | |
Recurring | |||
Assets: | |||
Trading securities | [1] | 20,465 | 24,775 |
Derivative instruments | [2] | 10,073 | 948 |
Total assets | 45,905 | 36,899 | |
Derivative liability - current | [2] | 10,073 | 948 |
Liabilities: | |||
Derivative instruments | [2] | 1,827 | |
Contingent obligations related to acquisitions | [3] | 16,100 | 17,997 |
Total liabilities | 16,100 | 19,824 | |
Recurring | Partnership Interest | |||
Assets: | |||
Partnership interest | [4] | 15,367 | 11,176 |
Recurring | Level 1 | |||
Assets: | |||
Trading securities | [1] | 20,465 | 24,775 |
Total assets | 20,465 | 24,775 | |
Recurring | Level 2 | |||
Assets: | |||
Derivative instruments | [2] | 10,073 | 948 |
Total assets | 10,073 | 948 | |
Derivative liability - current | [2] | 10,073 | 948 |
Liabilities: | |||
Derivative instruments | [2] | 1,827 | |
Total liabilities | 1,827 | ||
Recurring | Level 3 | |||
Liabilities: | |||
Contingent obligations related to acquisitions | [3] | 16,100 | 17,997 |
Total liabilities | 16,100 | 17,997 | |
Recurring | Investments Measured at Net Asset Value | |||
Assets: | |||
Total assets | 15,367 | 11,176 | |
Recurring | Investments Measured at Net Asset Value | Partnership Interest | |||
Assets: | |||
Partnership interest | [4] | $ 15,367 | $ 11,176 |
[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 December 31, 2022, the Company’s remaining unfunded commitment in the private equity funds was $ 7.1 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 or 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 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 | 12 Months Ended |
Dec. 31, 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 | $ 7.1 |
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) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Fair Value Disclosures [Abstract] | ||||
Balance at Beginning of period | $ 17,997 | $ 6,793 | ||
Additions | 1,500 | [1] | 19,158 | [2] |
Changes in fair value recognized in earnings | 315 | (757) | ||
Payments | (3,082) | [3] | (7,197) | [4] |
Balance at End of period | $ 16,100 | $ 17,997 | ||
[1] (c) Represents obligations in connection with an insignificant acquisition completed during 2022. (a) Represents obligations in connection with the acquisition of RxDataScience and insignificant acquisitions completed during 2021. (d) The Company made payments to fully settle the obligations in connection with an insignificant acquisition completed during 2021. (b) The Company made payments to fully settle the contingent tax-sharing obligation arising from inVentiv Health, Inc.’s 2016 merger with Double Eagle Parent, Inc. (see “Note 16 – Commitments and Contingencies” for further information) and obligations in connection with an insignificant acquisition completed during 2021. |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 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 | $ 0 |
Fair value assets transferred from level 2 to level 1 | 0 | 0 |
Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Goodwill and identifiable intangible assets | $ 5,590,000 | $ 5,830,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Secured Debt | Term A Facility due November 2027 | Reported Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, carrying value | [1] | $ 1,346,678 | $ 0 |
Secured Debt | Term A Facility due November 2027 | Estimate of Fair Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 1,329,750 | 0 | |
Secured Debt | Term Loan A - Tranche One Due March 2024 | Reported Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, carrying value | [1] | 0 | 149,008 |
Secured Debt | Term Loan A - Tranche One Due March 2024 | Estimate of Fair Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 0 | 148,945 | |
Secured Debt | Term Loan A - Tranche Two Due August 2024 | Reported Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, carrying value | [1] | 0 | 1,634,756 |
Secured Debt | Term Loan A - Tranche Two Due August 2024 | Estimate of Fair Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 0 | 1,635,138 | |
Unsecured Debt | Senior Notes Due January 2029 | Reported Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, carrying value | [1] | 600,000 | 600,000 |
Unsecured Debt | Senior Notes Due January 2029 | Estimate of Fair Value Measurement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | $ 484,500 | $ 595,500 | |
[1] (a) The carrying value of the term loan debt is shown net of original issue discounts. |
Restructuring and Other Costs -
Restructuring and Other Costs - Schedule of Restructuring and other costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring and other costs | $ 56,641 | $ 22,816 | $ 29,414 |
Employee severance and benefit costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring and other costs | 33,534 | 14,526 | 26,321 |
Facility and lease termination costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring and other costs | 19,107 | 8,226 | 2,313 |
Other costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring and other costs | $ 4,000 | $ 64 | $ 780 |
Restructuring and Other Costs_2
Restructuring and Other Costs - Liabilities Associated with Restructuring and Other Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning of the period | $ 7,585 | $ 7,615 | |
Balance at the end of the period | 12,121 | 7,585 | |
Maximum [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Business exit other costs that included in accounts payable | 4,000 | 100 | |
Other Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Other restructuring expenses, non-cash | 0 | 0 | |
Business Restructuring Reserves | |||
Restructuring Cost And Reserve [Line Items] | |||
Business Exit Costs And Gain Loss On Termination Of Lease | 19,100 | 8,200 | |
Business exit costs and (gain) loss on termination of lease | 19,100 | 8,200 | |
Business Restructuring Reserves | Employee Severance Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning of the period | 6,657 | 5,830 | |
Expenses incurred (a) | [1] | 33,534 | 14,574 |
Cash payments made | (27,387) | (13,747) | |
Balance at the end of the period | $ 12,804 | $ 6,657 | |
[1] (a) There were no non-cash restructuring and other expenses incurred for the years ended December 31, 2022 and 2021. The amount of expenses incurred for the years ended December 31, 2022 and 2021 excludes $ 4.0 million and $ 0.1 million, respectively, of other costs that were paid through accounts payable and $ 19.1 million and $ 8.2 million, respectively, 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 consolidated balance sheets. |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Common Stock Outstanding (Details) - Common Stock - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common stock shares, beginning balance | 103,764,000 | 103,935,000 | 103,866,000 |
Repurchases of common stock | (1,929,000) | (1,500,000) | (1,256,000) |
Issuances of common stock | 1,076,000 | 1,329,000 | 1,325,000 |
Common stock shares, ending balance | 102,911,000 | 103,764,000 | 103,935,000 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2022 shares | Feb. 28, 2022 shares | Jun. 30, 2021 shares | May 31, 2021 shares | Mar. 31, 2021 shares | Oct. 31, 2020 shares | Sep. 30, 2020 shares | Mar. 31, 2020 shares | Aug. 31, 2019 shares | Jun. 30, 2019 shares | Feb. 28, 2019 shares | Jan. 31, 2019 shares | Apr. 30, 2018 shares | Mar. 31, 2018 shares | Dec. 31, 2022 USD ($) NumberOfVote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | May 25, 2022 USD ($) $ / shares | Nov. 17, 2020 USD ($) $ / shares | Dec. 05, 2019 USD ($) | Feb. 26, 2018 USD ($) | |
Class of Stock [Line Items] | |||||||||||||||||||||
Stock repurchase program, authorized amount | $ 300,000 | $ 250,000 | |||||||||||||||||||
Common stock par value (USD per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||
Class C common stock dividends | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Two thousand twenty two stock repurchase program [member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock repurchased during period, shares | shares | 0 | ||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock Repurchase Program 2021, Authorized Amount | $ 300,000 | ||||||||||||||||||||
Common stock par value (USD per share) | $ / shares | $ 0.01 | ||||||||||||||||||||
Number of votes | NumberOfVote | 1 | ||||||||||||||||||||
Class B common stock, conversion ratio | 1 | ||||||||||||||||||||
Common Class A [Member] | Two thousand twenty one stock repurchase program [member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock repurchased during period, shares | shares | 1,928,923 | ||||||||||||||||||||
Stock repurchased during period, value | $ 150,000 | ||||||||||||||||||||
Common Class A [Member] | Two thousand twenty two stock repurchase program [member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock Repurchase Program 2021, Authorized Amount | $ 350,000 | ||||||||||||||||||||
Common stock par value (USD per share) | $ / shares | $ 0.01 | ||||||||||||||||||||
Common Stock | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock repurchased during period, shares | shares | 1,413,920 | 515,003 | 500,000 | 400,000 | 600,000 | 150,000 | 506,244 | 600,000 | 141,100 | 509,100 | 120,600 | 552,100 | 1,024,400 | 948,100 | 7,980,567 | ||||||
Common Stock | Two thousand twenty two stock repurchase program [member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock repurchase program, authorized amount | $ 350,000 | ||||||||||||||||||||
Common Class B [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of votes | NumberOfVote | 1 |
Shareholders' Equity - Repurcha
Shareholders' Equity - Repurchase Activity (Details) - Common Stock - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2022 | Feb. 28, 2022 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Oct. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Aug. 31, 2019 | Jun. 30, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||||||||||
Stock repurchased (in shares) | 1,413,920 | 515,003 | 500,000 | 400,000 | 600,000 | 150,000 | 506,244 | 600,000 | 141,100 | 509,100 | 120,600 | 552,100 | 1,024,400 | 948,100 | 7,980,567 |
Stock repurchased, average price paid per share (USD per share) | $ 77.46 | $ 78.52 | $ 81.20 | $ 81.04 | $ 74.18 | $ 54.14 | $ 59.26 | $ 53.38 | $ 49.93 | $ 45.29 | $ 41.40 | $ 39.16 | $ 36.60 | $ 39.55 | |
Stock repurchase program, shares purchased, value | $ 109,522,000 | $ 40,439,000 | $ 40,600,000 | $ 32,416,000 | $ 44,505,000 | $ 8,122,000 | $ 30,000,000 | $ 32,029,000 | $ 7,045,000 | $ 23,055,000 | $ 4,993,000 | $ 21,623,000 | $ 37,492,000 | $ 37,493,000 | $ 469,334 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Stock by Class (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shares Authorized: | ||
Common stock shares authorized (in shares) | 600,000,000 | 600,000,000 |
Preferred stock shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common and Preferred stock, shares authorized (in shares) | 630,000,000 | 630,000,000 |
Shares Issued: | ||
Common stock shares issued (in shares) | 102,911,000 | 103,764,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Shares Outstanding: | ||
Common stock shares outstanding (in shares) | 102,911,209 | 103,763,635 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common Class A [Member] | ||
Shares Authorized: | ||
Common stock shares authorized (in shares) | 300,000,000 | 300,000,000 |
Shares Issued: | ||
Common stock shares issued (in shares) | 102,911,209 | 103,763,635 |
Common Class B [Member] | ||
Shares Authorized: | ||
Common stock shares authorized (in shares) | 300,000,000 | 300,000,000 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income | $ 266,497 | $ 234,831 | $ 192,787 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Basic weighted average common shares outstanding (in shares) | 102,974 | 103,872 | 104,168 |
Effect of dilutive securities: | |||
Stock options and other awards under deferred share-based compensation programs (in shares) | 503 | 1,193 | 1,297 |
Diluted weighted average common shares outstanding (in shares) | 103,477 | 105,065 | 105,465 |
Earnings per share: | |||
Basic (USD per share) | $ 2.59 | $ 2.26 | $ 1.85 |
Diluted (USD per share) | $ 2.58 | $ 2.24 | $ 1.83 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Anti-dillutive shares outstanding excluded from the computation of diluted earnings per share | 828,023 | 145,342 | 582,760 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 146,767 | $ 186,445 | $ 122,659 |
Foreign | 167,798 | 128,715 | 80,999 |
Income before provision for income taxes | $ 314,565 | $ 315,160 | $ 203,658 |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal income taxes: | |||
Current | $ 7,908 | $ 926 | $ (15,537) |
Deferred | 7,497 | 45,819 | 10,188 |
Foreign income taxes: | |||
Current | 36,326 | 27,718 | 16,019 |
Deferred | (7,613) | (4,309) | (3,106) |
State income taxes: | |||
Current | 5,697 | 5,163 | 14,229 |
Deferred | (1,747) | 5,012 | (10,922) |
Income tax expense | $ 48,068 | $ 80,329 | $ 10,871 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Accumulated foreign earnings | $ 753,100,000 | |||
Foreign earnings previously taxed in the US, intended to be permanently reinvested | 474,000,000 | |||
Foreign earnings previously taxed in the US, intended to be repatriated | 279,100,000 | |||
Undistributed foreign earnings | $ 4,606,000 | $ 7,778,000 | ||
Federal tax rate | 21% | |||
Valuation allowance increase (decrease) | $ 1,600,000 | 2,300,000 | ||
(Credited) charged to income tax expense | 1,500,000 | |||
Gross unrecognized tax benefits | 16,784,000 | 12,118,000 | $ 9,033,000 | $ 23,238,000 |
Decrease in unrecognized tax benefit in foreign jurisdictions | 4,700,000 | |||
Accrued income tax interest and penalties | 2,500 | 2,400,000 | ||
Decrease in unrecognized tax benefits | 1,900 | |||
Research and Development Credit Carry Forwards | Canada Revenue Agency | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Canadian research and development credit carry forwards | 54,600,000 | 56,100,000 | ||
Valuation allowance, Canadian research and development credit carry forwards | 54,600,000 | 56,100,000 | ||
Domestic Tax Authority | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Operating loss carryforwards | $ 28,600,000 | $ 317,400,000 | ||
Operating loss carryforwards, expiration year | 2029 | 2029 | ||
State and Local Jurisdiction | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Operating loss carryforwards | $ 717,800,000 | $ 840,400,000 | ||
Foreign Jurisdictions | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Operating loss carryforwards | 122,000,000 | 98,900,000 | ||
Gross unrecognized tax benefits | $ 16,800,000 | $ 12,100,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Tax Disclosure [Abstract] | ||||
Expected income tax expense at statutory rate | $ 66,059 | $ 66,184 | $ 42,768 | |
Change in income tax expense resulting from: | ||||
Foreign income inclusion | 15,821 | 11,019 | 6,013 | |
Foreign earnings not indefinitely reinvested | (2,400) | 278 | 5,071 | |
Foreign tax credits | (14,884) | (4,390) | 0 | |
Changes in income tax valuation allowance (all jurisdictions) | 5,895 | (1,462) | 14,503 | |
Foreign derived intangible income | (5,256) | 0 | 0 | |
Effective Income Tax Rate Reconciliation Foreign Income Inclusion | (15,821) | (11,019) | (6,013) | |
Share-based compensation | 2,313 | (5,662) | (2,800) | |
Research and general business tax credits | [1] | (19,751) | (8,902) | (12,872) |
State and local taxes, net of federal benefit | 592 | 11,978 | 6,924 | |
Capital loss carryforward | [2] | 350 | (214) | (16,506) |
Foreign rate differential | 5,501 | 2,865 | (1,777) | |
Changes in reserve for uncertain tax positions including interest | 5,822 | 4,721 | (18,839) | |
Provision to tax return and other deferred tax adjustments | 10,391 | (771) | (12,325) | |
Gain on sale of business | 0 | 0 | (2,350) | |
Nondeductible executive compensation | 772 | 1,649 | 367 | |
Other, net | 3,435 | 3,036 | 2,694 | |
Income tax expense | $ 48,068 | $ 80,329 | $ 10,871 | |
[1] (a) Years ended December 31, 2022 and 2021 included a $ 2.3 million and $ 0.8 million, respectively, valuation allowance release and the year ended December 31, 2020 was offset by a $ 9.4 million valuation allowance. (b) Years ended December 31, 2022, 2021 , and 2020 are offset by $ 0.3 million, $ 0.2 million, and $ 16.5 million, respectively, in valuation allowances. |
Income Taxes - Schedule of Ef_2
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | |||
Changes in income tax valuation allowance (all jurisdictions) | $ 5,895 | $ (1,462) | $ 14,503 |
Research and general business tax credits | |||
Tax Credit Carryforward [Line Items] | |||
Changes in income tax valuation allowance (all jurisdictions) | 2,300 | 800 | 9,400 |
Capital loss carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Changes in income tax valuation allowance (all jurisdictions) | $ 300 | $ 200 | $ 16,500 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Line Items] | |||
Balance at the beginning of the period | $ 7,585 | $ 7,615 | $ 5,381 |
(Credited) charged to income tax expense | 1,500 | ||
Balance at the end of the period | 12,121 | 7,585 | 7,615 |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset | |||
Valuation Allowance [Line Items] | |||
Balance at the beginning of the period | 97,962 | 100,310 | 84,159 |
Deferred tax assets assumed through acquisitions | 0 | 0 | 479 |
Deferred tax assets released through divestitures | 0 | 0 | (271) |
Charged (credited) to income tax expense | 5,895 | 1,462 | 14,503 |
Foreign currency exchange | (4,482) | (407) | 1,440 |
Other adjustments | 148 | (479) | 0 |
Balance at the end of the period | $ 99,523 | $ 97,962 | $ 100,310 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 75,317 | $ 134,143 |
Tax credits | 56,120 | 58,901 |
Deferred revenue | 20,175 | 0 |
Employee compensation and other benefits | 16,841 | 28,538 |
Allowance for doubtful accounts | 2,808 | 1,787 |
Lease obligations | 54,239 | 57,749 |
Accrued expenses | 8,032 | 13,158 |
Capital loss carryforward | 18,809 | 20,021 |
Interest limitation carryforwards | 25,584 | 30,847 |
Other | 835 | 1,151 |
Total deferred tax assets | 278,760 | 346,295 |
Less: valuation allowance | (99,523) | (97,962) |
Net deferred tax assets | 179,237 | 248,333 |
Deferred tax liabilities: | ||
Undistributed foreign earnings | (4,606) | (7,778) |
Right of use asset | (43,170) | (47,532) |
Depreciation and amortization | (164,393) | (214,636) |
Deferred revenue | 0 | (17,247) |
Other | (8,546) | (3,814) |
Total deferred tax liabilities | (220,715) | (291,007) |
Net deferred tax assets | $ (41,478) | $ (42,674) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning balance | $ 12,118 | $ 9,033 | $ 23,238 |
Increases for tax positions in the current year | 601 | 386 | 254 |
Increases for tax positions of prior years | 5,145 | 4,233 | 3,237 |
Decreases for tax positions in prior year | (2,540) | ||
Settlements with tax authorities | (1,131) | ||
Impact of foreign currency translation | (565) | (169) | |
Impact of foreign currency translation | 132 | ||
Lapse of statute limitations | (515) | (234) | (15,288) |
Unrecognized tax benefits, ending balance | $ 16,784 | $ 12,118 | $ 9,033 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Unsatisfied performance obligations under contracts with a contract term greater than one year | $ 5,960 | |
Revenue recognized, included in contract liabilities balance at beginning of period | $ 642 | |
Minimum | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Contract term | 1 year | 1 year |
Maximum | ||
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 | $ 20.2 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 5,393,082 | $ 5,212,970 | $ 4,415,777 |
Direct costs (exclusive of depreciation and amortization) | 4,138,816 | 3,994,484 | 3,398,142 |
Selling, general, and administrative expenses | 547,254 | 570,765 | 472,726 |
Operating income (loss) | 403,192 | 389,280 | 293,143 |
Share-based compensation expense | 57,270 | 65,204 | 58,491 |
Restructuring and other costs | 56,641 | 22,816 | 29,414 |
Direct costs | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 32,562 | 33,220 | 31,347 |
Selling, general, and administrative expenses | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 24,708 | 31,984 | 27,144 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 848,566 | ||
Direct costs (exclusive of depreciation and amortization) | 4,106,254 | 3,961,264 | 3,366,795 |
Selling, general, and administrative expenses | 438,262 | 436,506 | 366,342 |
Operating income (loss) | 815,200 | 682,640 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Selling, general, and administrative expenses | 84,284 | 102,275 | 79,240 |
Restructuring and other costs | 56,641 | 22,816 | 29,414 |
Depreciation and amortization | 247,179 | 235,625 | 222,352 |
Corporate | Direct costs | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 32,562 | 33,220 | 31,347 |
Corporate | Selling, general, and administrative expenses | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 24,708 | 31,984 | 27,144 |
Clinical Solutions | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 4,070,618 | 4,017,725 | 3,346,208 |
Direct costs (exclusive of depreciation and amortization) | 3,027,509 | 3,013,955 | 2,519,465 |
Selling, general, and administrative expenses | 353,647 | 353,990 | 283,633 |
Operating income (loss) | 689,462 | 649,780 | 543,110 |
Commercial Solutions | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,322,464 | 1,195,245 | 1,069,569 |
Direct costs (exclusive of depreciation and amortization) | 1,078,745 | 947,309 | 847,330 |
Selling, general, and administrative expenses | 84,615 | 82,516 | 82,709 |
Operating income (loss) | $ 159,104 | $ 165,420 | $ 139,530 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Operations by Geographic Loca_3
Operations by Geographic Location - Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues by Geographic Location | ||||
Revenue | $ 5,393,082 | $ 5,212,970 | $ 4,415,777 | |
North America | ||||
Revenues by Geographic Location | ||||
Revenue | [1] | 3,226,205 | 3,144,475 | 2,791,590 |
Europe, Middle East, and Africa | ||||
Revenues by Geographic Location | ||||
Revenue | 1,334,825 | 1,333,540 | 1,059,968 | |
Asia-Pacific | ||||
Revenues by Geographic Location | ||||
Revenue | 680,390 | 594,163 | 465,116 | |
Latin America | ||||
Revenues by Geographic Location | ||||
Revenue | 151,662 | 140,792 | 99,103 | |
United States | ||||
Revenues by Geographic Location | ||||
Revenue | $ 3,020,000 | $ 2,950,000 | $ 2,640,000 | |
United States | Geographic Concentration Risk | Net Service Revenue | ||||
Revenues by Geographic Location | ||||
Concentration risk percentage | 56.10% | 56.60% | 59.90% | |
[1] Revenue for the North America region includes revenue attributable to the U.S. of $ 3.02 billion , $ 2.95 billion, and $ 2.64 billion, or 56.1 % , 56.6 %, and 59.9 % of total revenue, for the years ended December 31, 2022, 2021, and 2020 , respectively. No other country represented more than 10% of total revenue for any year |
Operations by Geographic Loca_4
Operations by Geographic Location - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | $ 264,295 | $ 222,657 | |
North America | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | [1] | 202,645 | 165,446 |
Europe, Middle East, and Africa | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 33,827 | 37,004 | |
Asia-Pacific | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 21,360 | 13,615 | |
Latin America | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 6,463 | 6,592 | |
United States | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | $ 196,400 | $ 160,000 | |
[1] (a) Long-lived assets for the North America region include property and equipment, net attributable to the U.S. of $ 196.4 million and $ 160.0 million as of December 31, 2022 and 2021 , respectively |
Concentration of Credit Risk -
Concentration of Credit Risk - Narrative (Details) - Customer Concentration Risk - Major Customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Service Revenue | |||
Concentration Risk | |||
Concentration risk percentage | 10% | 10% | 10% |
Accounts Receivable | |||
Concentration Risk | |||
Concentration risk percentage | 10% | 10% |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) $ in Thousands | 12 Months Ended | ||||||
Oct. 06, 2021 | Oct. 06, 2021 | Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2020 USD ($) | May 31, 2022 USD ($) | May 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 9,400 | $ 3,700 | $ 1,800 | ||||
Number of counterparties | Customer | 2 | ||||||
Potential future cash consideration, in exchange of sale of company's contingent staffing business to related party | 0 | $ 597 | 3,664 | ||||
Contingent consideration | $ 2,200 | $ 1,800 | |||||
Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Potential future cash consideration, in exchange of sale of company's contingent staffing business to related party | 4,000 | ||||||
Rx Data Science Acquisitions | |||||||
Related Party Transaction [Line Items] | |||||||
Name of acquired entity | RxDataScience | RxDataScience | |||||
Date of Acquisition | Oct. 06, 2021 | ||||||
Board of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Receivables from related party | $ 1,300 | $ 600 | $ 1,300 | ||||
Number of counterparties | Customer | 5 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Dec. 01, 2017 NumberOfAction | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Loss Contingencies [Line Items] | |||||
Contingent obligations related to acquisitions | $ 3,100 | $ 3,100 | |||
Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to acquisitions | [1] | 16,100 | 17,997 | ||
InVentiv Merger | Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to acquisitions | $ 6,200 | $ 6,800 | |||
RxDataScience [Member] | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to acquisitions | $ 14,600 | ||||
Pending Litigation | Bermudez and Vaitkuviene Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of actions taken by plaintiff | NumberOfAction | 2 | ||||
[1] (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. |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2022 USD ($) Plan $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of plans | Plan | 2 | |||
Number of shares authorized | shares | 15,167,325 | |||
Number of shares available for future grants | shares | 2,152,097 | |||
Share-based compensation expense | $ 57,270 | $ 65,204 | $ 58,491 | |
Stock options granted | shares | 0 | |||
Total intrinsic value of options exercised | $ 6,000 | 14,700 | 12,700 | |
Income tax benefit recognized for stock-based compensation arrangements | 10,900 | 13,800 | 11,800 | |
Share-Based Payment Arrangement, Expense | $ 57,270 | $ 65,204 | $ 58,491 | |
Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share Price | $ / shares | $ 36.68 | |||
Stock options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to non-vested stock options | $ 0 | |||
Time-based Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average grant-date fair value of the RSUs granted | $ / shares | $ 76.96 | $ 62.12 | ||
Total fair value of shares vested | $ 51,000 | $ 48,300 | $ 43,000 | |
Granted (in shares) | shares | 1,527,052 | |||
Performance Based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4,200 | |||
Weighted-average grant-date fair value of the RSUs granted | $ / shares | $ 75.43 | $ 62.50 | ||
Fair value of shares vested | $ 7,100 | $ 6,400 | ||
Granted (in shares) | shares | 233,091 | 0 | ||
Share-Based Payment Arrangement, Expense | $ 4,200 | |||
Employee Stock Purchase Plan (ESPP) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 6 months | |||
Payroll deductions as a percentage of employee base salary, maximum | 10% | |||
Discount from market price of common stock, offering date | 15% | |||
Share-based compensation expense | $ 7,200 | 6,200 | $ 5,800 | |
Shares issued (in shares) | shares | 1,970,357 | |||
Shares available for future grants (in shares) | shares | 1,529,643 | |||
Share-Based Payment Arrangement, Expense | $ 7,200 | $ 6,200 | $ 5,800 | |
Maximum | 2014 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Maximum | 2014 Equity Incentive Plan | Stock options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expiration term | 10 years | |||
Minimum | 2014 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 2 years |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Valuation Assumptions (Details) - ESPP | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected volatility - minimum | 32.90% | 25.30% | 27.70% | |
Expected volatility - maximum | 48.70% | 38.30% | 55.10% | 51.90% |
Risk-free interest rate - minimum | 0.60% | 0.06% | 0.13% | |
Risk-free interest rate - maximum | 3.34% | 0.07% | 0.95% | 2.52% |
Expected term (in years) | 6 months | 6 months | 6 months |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Common Stock | |
Aggregate Intrinsic Value (in thousands)(a) | |
Share price (in USD per share) | $ 36.68 |
Stock options | |
Number of Options | |
Outstanding as of December 31, 2020 (in shares) | shares | 384,487 |
Exercised (in shares) | shares | (128,922) |
Forfeited (in shares) | shares | (2,551) |
Outstanding as of December 31, 2021 (in shares) | shares | 253,014 |
Vested and expected to vest as of December 31, 2021 (in shares) | shares | 253,014 |
Exercisable as of December 31, 2021 (in shares) | shares | 253,014 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2020 (in usd per share) | $ 27.81 |
Exercised (in usd per share) | 20.24 |
Forfeited (in usd per share) | 10.57 |
Outstanding at December 31, 2020 (in usd per share) | 31.84 |
Vested and expected to vest as of December 31, 2021 (in usd per share) | 31.84 |
Exercisable as of December 31, 2021 (in usd per share) | $ 31.84 |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding as of December 31, 2021 (in years) | 2 years 10 months 28 days |
Vested and expected to vest as of December 31, 2021 (in years) | 2 years 10 months 28 days |
Exercisable as of December 31, 2021 (in years) | 2 years 10 months 28 days |
Aggregate Intrinsic Value (in thousands)(a) | |
Outstanding as of December 31, 2021 (in usd) | $ | $ 1,928 |
Vested and expected to vest as of December 31, 2021 (in usd) | $ | 1,928 |
Exercisable as of December 31, 2021 (in usd) | $ | $ 1,928 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) | ||
Number of Shares | ||
Non-vested at December 31, 2021 (in shares) | 1,625,187 | |
Granted (in shares) | 1,527,052 | |
Vested (in shares) | (829,999) | |
Forfeited (in shares) | (318,795) | |
Non-vested at December 31, 2022 (in shares) | 2,003,445 | |
Unrecognized compensation expense (in millions) | $ 80.3 | |
Weighted average period unrecognized compensation is expected to be recognized | 1 year 9 months 18 days | |
Weighted Average Grant Date Fair Value | ||
Non-vested at December 31, 2021 (in usd per share) | $ 66.90 | |
Granted (in usd per share) | 61.82 | |
Vested (in usd per share) | 61.43 | |
Forfeited (in usd per share) | 76.47 | |
Non-vested at December 31, 2022 (in usd per share) | $ 63.18 | |
Performance Based Restricted Stock Units | ||
Number of Shares | ||
Non-vested at December 31, 2021 (in shares) | 355,999 | |
Granted (in shares) | 233,091 | 0 |
Vested (in shares) | (117,424) | |
Forfeited (in shares) | (125,819) | |
Non-vested at December 31, 2022 (in shares) | 345,847 | |
Unrecognized compensation expense (in millions) | $ 6.4 | |
Weighted average period unrecognized compensation is expected to be recognized | 1 year 10 months 24 days | |
Weighted Average Grant Date Fair Value | ||
Non-vested at December 31, 2021 (in usd per share) | $ 60.75 | |
Granted (in usd per share) | 58.31 | |
Vested (in usd per share) | 60.67 | |
Forfeited (in usd per share) | 77.52 | |
Non-vested at December 31, 2022 (in usd per share) | $ 58.99 | |
Restricted Stock Units (RSUs) | ||
Number of Shares | ||
Non-vested at December 31, 2021 (in shares) | 1,981,186 | |
Granted (in shares) | 1,760,143 | |
Vested (in shares) | (947,423) | |
Forfeited (in shares) | (444,614) | |
Non-vested at December 31, 2022 (in shares) | 2,349,292 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 57,270 | $ 65,204 | $ 58,491 |
Direct costs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 32,562 | 33,220 | 31,347 |
Selling, general, and administrative expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 24,708 | $ 31,984 | $ 27,144 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Contributions to Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Total defined contribution retirement plan contributions | $ 34,430 | $ 30,932 | $ 15,049 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement [Line Items] | |||
Deferred compensation liabilities | $ 19.1 | $ 23.4 | |
Minimum | |||
Deferred Compensation Arrangement [Line Items] | |||
Allowable deferred amount, salary, percent | 1% | ||
Allowable deferred amount, commissions, percent | 1% | ||
Maximum | |||
Deferred Compensation Arrangement [Line Items] | |||
Allowable deferred amount, salary, percent | 80% | ||
Allowable deferred amount, commissions, percent | 100% | ||
Foreign Plan | |||
Deferred Compensation Arrangement [Line Items] | |||
Employer contribution amount | $ 23.4 | $ 23.2 | $ 18.4 |