Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 11, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
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 | $ 3,634,037,915 | ||
Entity Common Stock, Shares Outstanding | 104,305,489 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for its 2021 Annual Meeting of Stockholders are incorporated by reference into Part III hereof | ||
Entity Central Index Key | 0001610950 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 4,415,777 | $ 4,675,815 | $ 4,390,116 |
Costs and operating expenses: | |||
Direct costs (exclusive of depreciation and amortization) | 3,398,142 | 3,645,905 | 3,434,310 |
Selling, general, and administrative expenses | 442,484 | 446,281 | 406,305 |
Restructuring and other costs | 29,414 | 42,135 | 50,793 |
Transaction and integration-related expenses | 30,242 | 61,275 | 64,841 |
Depreciation | 70,185 | 76,532 | 72,158 |
Amortization | 152,167 | 165,933 | 201,527 |
Total operating expenses | 4,122,634 | 4,438,061 | 4,229,934 |
Income from operations | 293,143 | 237,754 | 160,182 |
Total other expense, net: | |||
Interest income | (265) | (7,542) | (3,686) |
Interest expense | 91,145 | 129,820 | 130,701 |
Loss (gain) on extinguishment of debt | 1,581 | (10,395) | 4,153 |
Other (income) expense, net | (2,976) | 24,162 | (28,244) |
Total other expense, net | 89,485 | 136,045 | 102,924 |
Income before provision for income taxes | 203,658 | 101,709 | 57,258 |
Income tax expense (benefit) | 10,871 | (29,549) | 32,974 |
Net income | $ 192,787 | $ 131,258 | $ 24,284 |
Earnings per share: | |||
Basic (USD per share) | $ 1.85 | $ 1.27 | $ 0.23 |
Diluted (USD per share) | $ 1.83 | $ 1.25 | $ 0.23 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 104,168 | 103,618 | 103,414 |
Diluted (in shares) | 105,465 | 105,005 | 104,701 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 192,787 | $ 131,258 | $ 24,284 |
Unrealized loss on derivative instruments, net of income tax benefit of $1,394, $2,122, and $782, respectively | (3,925) | (7,596) | (8,625) |
Foreign currency translation adjustments, net of income tax expense of $(1,354), $0, and $0, respectively | 34,717 | 24,198 | (61,035) |
Comprehensive income (loss) | $ 223,579 | $ 147,860 | $ (45,376) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Income tax benefit related to unrealized loss on derivative instruments recorded in other comprehensive loss | $ 1,394 | $ 2,122 | $ 782 |
Other comprehensive income (loss), foreign currency translation adjustment, tax | $ (1,354) | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 272,173 | $ 163,689 |
Accounts receivable and unbilled services, net | 1,344,781 | 1,303,641 |
Prepaid expenses and other current assets | 121,058 | 94,834 |
Total current assets | 1,738,012 | 1,562,164 |
Property and equipment, net | 216,200 | 203,926 |
Operating lease right-of-use assets | 223,285 | 218,531 |
Goodwill | 4,776,178 | 4,350,380 |
Intangible assets, net | 933,525 | 973,081 |
Deferred income tax assets | 35,059 | 37,012 |
Other long-term assets | 141,047 | 108,701 |
Total assets | 8,063,306 | 7,453,795 |
Current liabilities: | ||
Accounts payable | 113,684 | 136,686 |
Accrued expenses | 611,042 | 568,911 |
Deferred revenue | 793,068 | 696,907 |
Current portion of operating lease obligations | 42,082 | 38,055 |
Current portion of finance lease obligations | 17,455 | 17,777 |
Current portion of long-term debt | 58,125 | |
Total current liabilities | 1,577,331 | 1,516,461 |
Long-term debt | 2,902,054 | 2,550,395 |
Operating lease long-term obligations | 221,760 | 218,343 |
Finance lease long-term obligations | 31,522 | 36,914 |
Finance lease long-term obligations | 36,914 | |
Deferred income tax liabilities | 20,216 | 11,101 |
Other long-term liabilities | 68,311 | 90,927 |
Total liabilities | 4,821,194 | 4,424,141 |
Commitments and contingencies (Note 17) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; 30,000 shares authorized, 0 shares issued and outstanding at December 31, 2020 and 2019 | ||
Common stock, $0.01 par value; 600,000 shares authorized, 103,935 and 103,866 shares issued and outstanding at December 31, 2020 and 2019, respectively | 1,039 | 1,039 |
Additional paid-in capital | 3,461,747 | 3,441,471 |
Accumulated other comprehensive loss, net of tax | (40,801) | (71,593) |
Accumulated deficit | (179,873) | (341,263) |
Total shareholders’ equity | 3,242,112 | 3,029,654 |
Total liabilities and shareholders’ equity | $ 8,063,306 | $ 7,453,795 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 103,935,000 | 103,866,000 |
Common stock shares outstanding (in shares) | 103,934,738 | 103,865,770 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 192,787 | $ 131,258 | $ 24,284 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 222,352 | 242,465 | 273,685 |
Share-based compensation | 58,491 | 55,193 | 34,323 |
Provision for (recovery of) doubtful accounts | 695 | 1,897 | (4,587) |
(Benefit from) provision for deferred income taxes | (3,839) | (40,069) | 240 |
Foreign currency transaction adjustments | 4,148 | 11,166 | (16,165) |
Fair value adjustment of contingent obligations | (3,664) | 17,260 | (11,590) |
Gain on sale of business | (7,133) | ||
Loss (gain) on extinguishment of debt | (1,581) | 10,395 | (4,153) |
Other non-cash items | 1,765 | 2,766 | 2,849 |
Changes in operating assets and liabilities, net of effect of business combinations: | |||
Accounts receivable, unbilled services, and deferred revenue | 16,316 | (120,389) | (97,621) |
Accounts payable and accrued expenses | (2,561) | 28,316 | 60,024 |
Other assets and liabilities | (55,445) | (987) | 33,853 |
Net cash provided by operating activities | 425,493 | 318,481 | 303,448 |
Cash flows from investing activities: | |||
Payments associated with business combinations, net of cash acquired | (456,455) | (712) | (90,890) |
Proceeds from sale of business | 17,970 | ||
Purchases of property and equipment | (50,010) | (63,973) | (54,595) |
Investments in unconsolidated affiliates | (15,589) | (16,976) | |
Net cash used in investing activities | (504,084) | (81,661) | (145,485) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt, net of discount | 600,000 | 582,000 | |
Payments of debt financing costs | (9,570) | (2,636) | (3,062) |
Repayments of long-term debt | (327,294) | (437,936) | (390,646) |
Proceeds from accounts receivable financing agreement | 31,600 | 127,815 | 187,700 |
Repayments of accounts receivable financing agreement | (6,600) | (22,400) | (18,300) |
Proceeds from revolving line of credit | 300,000 | ||
Repayments of revolving line of credit | (300,000) | ||
Redemption of Senior Notes and associated breakage fees | (418,112) | ||
Payments of contingent consideration related to business combinations | (26,634) | (178) | (23,102) |
Payments of finance leases | (16,434) | (14,493) | (15,423) |
Payments for repurchases of common stock | (70,151) | (56,716) | (74,985) |
Proceeds from exercises of stock options | 24,568 | 40,322 | 21,821 |
Payments related to tax withholdings for share-based compensation | (21,220) | (13,135) | (3,359) |
Net cash provided by (used in) financing activities | 178,265 | (215,469) | (319,356) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 8,810 | (13,594) | (4,651) |
Net change in cash, cash equivalents, and restricted cash | 108,484 | 7,757 | (166,044) |
Cash, cash equivalents, and restricted cash - beginning of period | 163,689 | 155,932 | 321,976 |
Cash, cash equivalents, and restricted cash - end of period | $ 272,173 | $ 163,689 | $ 155,932 |
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, AdjustmentAccumulated Other Comprehensive Loss | Cumulative Effect, Period of Adoption, AdjustmentAccumulated Deficit |
Balance at beginning of period at Dec. 31, 2017 | $ 3,022,579 | $ 1,044 | $ 3,414,389 | $ (22,385) | $ (370,469) | |||
Balance at beginning of period (Accounting Standards Update 2014-09) at Dec. 31, 2017 | $ (98,815) | $ (98,815) | ||||||
Balance at beginning of period (Accounting Standards Update 2018-02) at Dec. 31, 2017 | $ 3,850 | (3,850) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Repurchases of common stock | (19) | (64,482) | (10,483) | |||||
Issuances of common stock | 9 | 18,408 | ||||||
Share-based compensation | 34,323 | |||||||
Unrealized gain (loss) on derivative instruments, net of taxes | (8,625) | |||||||
Foreign currency translation adjustment, net of taxes | (61,035) | (61,035) | ||||||
Net income | 24,284 | |||||||
Balance at end of period at Dec. 31, 2018 | 2,856,144 | 1,034 | 3,402,638 | (88,195) | (459,333) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adjusted beginning balance | 2,923,764 | (18,535) | (473,134) | |||||
Repurchases of common stock | (13) | (43,515) | (13,188) | |||||
Issuances of common stock | 18 | 27,155 | ||||||
Share-based compensation | 55,193 | |||||||
Unrealized gain (loss) on derivative instruments, net of taxes | (7,596) | |||||||
Foreign currency translation adjustment, net of taxes | 24,198 | 24,198 | ||||||
Net income | 131,258 | |||||||
Balance at end of period at Dec. 31, 2019 | 3,029,654 | 1,039 | 3,441,471 | (71,593) | (341,263) | |||
Balance at end of period (Accounting Standards Update 2016-16) at Dec. 31, 2019 | $ (2,771) | $ (2,771) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adjusted beginning balance | 2,856,144 | (88,195) | (459,333) | |||||
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 | |||||||
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] | ||||||||
Adjusted beginning balance | $ 3,026,883 | $ (71,593) | $ (344,034) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 pharmaceutical, 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 ( “ ” COVID-19 Pandemic On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus that causes the disease known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, social distancing practices as well as restrictions that prohibit many employees from going to work in person. The Company experienced significant impacts to its business and results of operations during 2020 due to COVID-19. While certain governments have eased restrictions, the pandemic continues to be disruptive to the Company’s business. The pandemic and associated economic impacts could continue to significantly 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 business combinations, 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. Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations “ ” Foreign Currency Translation and Transactions For subsidiaries outside of the 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 (income) expense, net in the accompanying consolidated statements of income. Comprehensive Income (Loss) Comprehensive income (loss) 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 (loss) 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): 2020 2019 Gross cash position $ 220,261 $ 326,002 Less: cash borrowings (204,647 ) (307,647 ) Net cash position $ 15,614 $ 18,355 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, 2020 and 2019, restricted cash balances were $0.3 million and $0.5 million, respectively. Fair Value The Company records certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement “ ” 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 “ ” Foreign Exchange Forward 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 (income) expense, net in the accompanying consolidated statements of income “ ” 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 a business combination 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 “ ” “ ” 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 On January 1, 2019, the Company adopted ASC 842 using the revised modified retrospective approach. The revised modified retrospective approach recognizes the effects of initially applying the new leases standard as a cumulative effect adjustment to retained earnings as of the adoption date. Under this election, the provisions of ASC 840 apply to the accounting and disclosures for lease arrangements in the comparative periods in an entity’s financial statements. In addition, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing 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 ( “ ” ’ ’ ’ 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. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired, including the amount assigned to identifiable intangible assets, in business combinations. In accordance with ASC Topic 350, Intangibles - Goodwill and Other The Company has assigned goodwill to five reporting units. The Company completed an annual impairment test as of October 1, 2020 for all of its reporting units, and concluded that there were no impairments. Intangible assets consist of backlog, customer relationships, trade names and trademarks, and intellectual property. The Company amortizes intangible assets related to customer relationships, trade names, trademarks, and intellectual property on a straight-line basis over the estimated useful life of the asset. Backlog is amortized based on the Company’s expectations of when the resulting revenue is expected to be earned. 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: 2020 2019 Customer relationships 9.9 years 9.9 years Acquired backlog 2.6 years 2.2 years Trade names and trademarks 5.5 years 4.2 years Intellectual property (medical patent) 9.0 years — No intangible asset impairment charges were recorded for the years ended December 31, 2020 or 2019. For additional information regarding the carrying values of intangible assets, see “ ” 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 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 30-90 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. 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 one year or less. 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 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 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 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 The Company and its United States (U.S.) subsidiaries file a consolidated U.S. federal income tax return. Other subsidiaries of the Company file tax returns in their local 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 amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not 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 when the Company expects each of the items to be settled. 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 assessment, a tax expense or tax benefit, respectively, would result. Unrecognized tax benefits are presented as either a reduction to a deferred tax asset for a net operating loss ( “ ” 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 Earnings Per Share The Company determines earnings per share in accordance with ASC Topic 260, Earnings Per Share 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 In June 2016, the Financial Accounting Standards Board (“FASB |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [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): 2020 2019 Accounts receivable billed $ 774,605 $ 787,652 Unbilled services (including contract assets) 577,791 521,370 Less: Allowance for doubtful accounts (7,615 ) (5,381 ) Accounts receivable and unbilled services, net $ 1,344,781 $ 1,303,641 Unbilled services is comprised of approximately equal parts of unbilled accounts receivables and contract assets. Accounts receivable and unbilled services, net increased compared to the prior year primarily as a result of the Company’s acquisition of SHCR Holdings and Illingworth Research Group™ (“Illingworth Research”) during 2020. The following table summarizes the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2020 2019 2018 Balance at the beginning of the period $ (5,381 ) $ (4,587 ) $ (9,076 ) Impact from adoption of ASU 2016-13 (2,771 ) — — Current year (provision) recovery (695 ) (1,897 ) 4,589 Write-offs, net of recoveries and the effects of foreign currency exchange 1,232 1,103 (100 ) Balance at the end of the period $ (7,615 ) $ (5,381 ) $ (4,587 ) Accounts Receivable Factoring Arrangement The Company has an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, without recourse, to an unrelated third-party financial institution for cash. For the year ended December 31, 2020, the Company factored $152.4 million of trade accounts receivable on a non-recourse basis and received $151.9 million in cash proceeds from the sale. For the year ended December 31, 2019, the Company factored $210.5 million of trade accounts receivable on a non-recourse basis and received $209.0 million 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): 2020 2019 Software $ 129,731 $ 99,500 Vehicles 63,985 70,440 Computer equipment 108,230 95,228 Leasehold improvements 94,596 86,327 Office furniture, fixtures, and equipment 37,287 33,388 Buildings and land 5,211 4,256 Assets not yet placed in service 28,129 20,262 Property and equipment, gross 467,169 409,401 Less: Accumulated depreciation (250,969 ) (205,475 ) Property and equipment, net $ 216,200 $ 203,926 As of December 31, 2020 and 2019, the gross book value of vehicles under finance leases was $64.0 million and $70.4 million, respectively, and accumulated depreciation was $20.5 million and $20.6 million, respectively. For the years ended December 31, 2020 and 2019, amortization charges related to these assets, net of rebates, were $15.8 million and $16.8 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 Solutions (a) Commercial Solutions (b) Total Balance as of December 31, 2018 $ 2,772,803 $ 1,560,356 $ 4,333,159 Business combinations (c) 1,092 (204 ) 888 Impact of foreign currency translation and other 11,057 5,276 16,333 Balance as of December 31, 2019 2,784,952 1,565,428 4,350,380 Business combinations and divestitures (d) 418,619 (14,453 ) 404,166 Impact of foreign currency translation 12,764 8,868 21,632 Balance as of December 31, 2020 $ 3,216,335 $ 1,559,843 $ 4,776,178 (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, 2020, 2019, or 2018. (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, 2020, 2019, or 2018. (c) Amounts represent goodwill recognized in connection with an insignificant acquisition within the Clinical Solutions segment and measurement period adjustments in connection with the 2018 acquisition of Kinapse Topco Limited (“Kinapse”). (d) Amounts represent goodwill recognized in connection with the 2020 acquisitions of Synteract and Illingworth Research within the Clinical Solutions segment and goodwill disposed upon the sale of the medication adherence business within the Commercial Solutions segment. Intangible assets, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 1,518,081 $ (685,021 ) $ 833,060 $ 1,491,071 $ (546,835 ) $ 944,236 Acquired backlog 174,180 (132,733 ) 41,447 136,972 (121,679 ) 15,293 Trade names and trademarks 52,475 (21,817 ) 30,658 31,326 (17,774 ) 13,552 Intellectual property 30,028 (1,668 ) 28,360 — — — Intangible assets, net $ 1,774,764 $ (841,239 ) $ 933,525 $ 1,659,369 $ (686,288 ) $ 973,081 The future estimated amortization expense for intangible assets is expected to be as follows (in thousands): Fiscal Year Ending: 2021 $ 157,394 2022 146,757 2023 139,140 2024 132,510 2025 118,510 2026 and thereafter 239,214 Total $ 933,525 Accrued Expenses Accrued expenses consisted of the following as of December 31 (in thousands): 2020 2019 Compensation, including bonuses, fringe benefits, and payroll taxes $ 255,042 $ 195,604 Professional fees, investigator fees, and pass-through costs 231,638 252,151 Income and other taxes 28,890 17,295 Rebates to customers 22,528 25,064 Interest rate swaps - current 17,045 11,358 Restructuring and other costs, current portion 5,830 5,750 Contingent tax-sharing obligations assumed through business combinations, current portion 4,327 26,557 Other liabilities 45,742 35,132 Total accrued expenses $ 611,042 $ 568,911 Accumulated other comprehensive loss, net of taxes Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Year Ended December 31, 2020 2019 Beginning balance $ (71,593 ) $ (88,195 ) Foreign Currency Translation: Beginning balance (56,757 ) (80,955 ) Other comprehensive income before reclassifications 34,717 24,198 Ending balance (22,040 ) (56,757 ) Derivative Instruments: Beginning balance (14,836 ) (7,240 ) Other comprehensive loss before reclassifications (20,446 ) (11,529 ) Reclassification adjustments 16,521 3,933 Ending balance (18,761 ) (14,836 ) Accumulated other comprehensive loss, net of taxes $ (40,801 ) $ (71,593 ) Changes in accumulated other comprehensive loss consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Foreign currency translation adjustments: Foreign currency translation adjustments, before tax $ 36,071 $ 24,198 $ (61,035 ) Income tax expense (1,354 ) — — Foreign currency translation adjustments, net of tax 34,717 24,198 (61,035 ) Unrealized loss on derivative instruments: Unrealized loss during period, before tax (27,647 ) (14,306 ) (8,577 ) Income tax benefit 7,201 2,777 770 Unrealized loss during period, net of tax (20,446 ) (11,529 ) (7,807 ) Reclassification adjustment, before tax 22,328 4,588 (830 ) Income tax (expense) benefit (5,807 ) (655 ) 12 Reclassification adjustment, net of tax 16,521 3,933 (818 ) Total unrealized loss on derivative instruments, net of tax (3,925 ) (7,596 ) (8,625 ) Total other comprehensive income (loss), net of tax $ 30,792 $ 16,602 $ (69,660 ) Transaction and Integration-Related Expenses Transaction and integration-related expenses consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Professional fees $ 30,059 $ 34,538 $ 56,230 Debt modification and related expenses 76 5,396 1,726 Integration and personnel retention-related costs 3,771 4,081 18,475 Fair value adjustments to contingent obligations (3,664 ) 17,260 (11,590 ) Total transaction and integration-related expenses $ 30,242 $ 61,275 $ 64,841 Other (Income) Expense, Net Other (income) expense, net consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Net realized foreign currency loss (gain) $ 3,175 $ 11,853 $ (10,452 ) Net unrealized foreign currency loss (gain) 4,147 11,166 (16,165 ) Gain on sale of business (7,133 ) — — Equity investment (income) expense (3,745 ) 261 (79 ) Other, net 580 882 (1,548 ) Total other (income) expense, net $ (2,976 ) $ 24,162 $ (28,244 ) Supplemental disclosure of cash flow information The following table provides details of supplemental cash flow information (in thousands): Year Ended December 31, 2020 2019 2018 Cash paid for income taxes, net of refunds $ 23,400 $ 12,200 $ 2,042 Cash paid for interest (excluding finance leases) 83,690 129,756 131,827 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 business combinations — — 4,353 Purchases of property and equipment included in liabilities 31,736 20,052 14,075 Vehicles acquired through finance lease agreements 20,203 37,701 30,374 |
Business Combinations and Dives
Business Combinations and Divestitures | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations and Divestitures | 3. Business Combinations and Divestitures 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 $384.5 million in cash (net of approximately $28.0 million of cash acquired). small to mid- sized (“SMID”) ategory. Allocation of Consideration Transferred The following table summarizes the estimated fair value of the net assets acquired at the date of the acquisition: Assets acquired: Cash and cash equivalents $ 28,028 Accounts receivable and unbilled services 49,209 Prepaid expenses and other current assets 2,912 Property and equipment 3,978 Operating lease right-of-use assets 10,839 Other identifiable intangible assets 56,400 Goodwill 355,939 Other assets 4,121 Total assets acquired 511,426 Liabilities assumed: Accounts payable and accrued expenses 27,982 Deferred revenue 46,385 Operating lease obligations 15,693 Deferred income taxes, net 7,762 Other liabilities 1,127 Total liabilities assumed 98,949 Net assets acquired $ 412,477 The goodwill recognized in connection with the acquisition of Synteract was $355.9 million and was assigned to the Clinical Solutions segment. 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 (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 $80.4 million, which includes payment of approximately $8.4 million made in January 2021 and is net of cash acquired of $1.1 million. The Company recognized $62.7 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. The Company’s assessment of fair value and the purchase price allocation related to these 2020 acquisitions is preliminary and further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the acquisition date). Kinapse Limited Acquisition In August 2018, the Company completed the acquisition of Kinapse, a provider of advisory and operational solutions to the global life sciences industry. The total purchase consideration was $100.1 million plus assumed debt, and included cash acquired of $4.9 million. The Company recognized $74.6 million of goodwill and $57.3 million of intangible assets, principally customer relationships, as a result of the acquisition. The goodwill is not deductible for income tax purposes. 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. The operating results from the Kinapse acquisition have been included in the Company’s Commercial 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 the fourth quarter of 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. The Company is entitled to future cash consideration that is contingent on the financial performance of the sold business through 2021. The Company will recognize the contingent consideration in the consolidated statements of income in the period the contingency is resolved. The Company recorded a gain on sale of $7.1 million and $3.6 million of contingent consideration based on the financial performance of the sold business in 2020. These items are included within other (income) expense, net in the accompanying consolidated statement of income. During the second quarter of 2020, the Company sold its contingent staffing business to a related party , in an arms-length transaction, in exchange for potential future cash consideration not to exceed $ 4.0 million. The future cash consideration is contingent on the financial performance of the sold business over the next three years. The Company will recognize the contingent consideration in the conso lidated statements of income in the period the contingency is resolved. |
Long-Term Debt Obligations
Long-Term Debt Obligations | 12 Months Ended |
Dec. 31, 2020 | |
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): 2020 2019 Secured Debt Term Loan A - tranche one due March 2024 $ 183,715 $ 1,550,000 Term Loan A - tranche two due August 2024 1,273,991 — Term Loan B due August 2024 560,564 795,564 Accounts receivable financing agreement due October 2022 300,000 275,000 Total secured debt 2,318,270 2,620,564 Unsecured Debt 3.625% Senior Unsecured Notes due 2029 (the “Notes”) 600,000 — Total debt obligations 2,918,270 2,620,564 Less: Term loans original issuance discount (3,500 ) (4,928 ) Less: Unamortized deferred issuance costs (12,716 ) (7,116 ) Less: Current portion of debt — (58,125 ) Total debt obligations, non-current portion $ 2,902,054 $ 2,550,395 Credit Agreement The Company is party to a credit agreement (as amended, the “ ” All obligations under the Credit Agreement are guaranteed by the Company and certain of the Company’s direct and indirect wholly-owned domestic subsidiaries. The obligations under the 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. On November 24, 2020, the Company entered into an amendment to the Credit Agreement that extended the maturity date of the Revolver and a portion of Term Loan A to August 1, 2024. During the year ended December 31, 2020, the Company made $53.5 million of voluntary prepayments against Term Loan A that were applied to future mandatory principal payments due. As a result of these voluntary prepayments, the Company is not required to make a mandatory principal payment against the principal balance of Term Loan A until April 2022. Additionally, during the years ended December 31, 2020 and 2019, the Company made mandatory principal repayments of $38.8 million Under the Credit Agreement, the Company is required to make quarterly principal payments of the initial principal borrowed under the Term Loan B of 0.25%, or $4.0 million per quarter; with the remaining outstanding principal due on August 1, 2024. During the years ended December 31, 2020 and 2019, the Company made voluntary prepayments of $235.0 million and $246.8 million, respectively, on the Term Loan B. Additionally, as a result of these and previous voluntary prepayments, the Company is not required to make a mandatory principal payment against the principal balance of Term Loan B until maturity in August 2024. The term loans and the Revolver bear interest at a rate per annum equal to the Adjusted Eurocurrency Rate (“Eurocurrency Rate”) plus an applicable margin or an Alternate Base Rate plus an applicable margin. The Company may select among the Adjusted Eurocurrency Rate or the Alternate Base Rate, whichever is lower, except in circumstances where the Company requests a loan with less than a three-day notice. In such cases, the Company must use the Alternate Base Rate. The Adjusted Eurocurrency Rate is equal to LIBOR, subject to adjustment for reserve requirements. The Alternate Base Rate is equal to the highest of: (i) the federal funds rate plus 0.50%; (ii) the Adjusted Eurocurrency Rate for an interest period of one month plus 1.00%; (iii) the rate of interest per annum quoted by The Wall Street Journal as the prime rate; and (iv) 0.00%. The applicable margins with respect to Alternate Base Rate and Adjusted Eurocurrency Rate borrowings are determined depending on the “First Lien Leverage Ratio” or the “ ” Alternate Base Rate Adjusted Eurocurrency Rate Term Loan A 0.25% - 0.50% 1.25% - 1.50% Term Loan B 0.75% - 1.00% 1.75% - 2.00% Revolver 0.25% - 0.50% 1.25% - 1.50% The Company also pays a quarterly commitment fee between 0.25% and 0.375% on the average daily unused balance of the Revolver depending on the “First Lien Leverage Ratio” at the adjustment date. As of December 31, 2020, the interest rate on the Term Loan A and the Revolver was 1.646% and the interest rate on the Term Loan B was 1.896%. Letters of Credit The Revolver includes letters of credit ( “ ” Additionally, the lease for the corporate headquarters in Morrisville, North Carolina includes a provision that may require the Company to issue a letter of credit in certain amounts to the landlord based on the debt rating of the Company issued by Moody’s Investors Service (or other nationally-recognized debt rating agency, such as S&P Global Ratings). As of December 31, 2020 (and through the date of this filing), the Company’s debt rating was such that no LOC is currently required. Any LOC issued in accordance with the aforementioned requirements could be issued under the Company’s Revolver, and, if issued under the Revolver, would reduce its available borrowing capacity by the same amount accordingly. Debt Covenants The Credit Agreement contains usual and customary restrictive covenants that, among other things, place limitations on the Company’s ability to pay dividends or make other restricted payments; prepay, redeem or purchase debt; incur liens; make loans and investments; incur additional indebtedness; amend or otherwise alter debt and other material arrangements; make acquisitions and dispose of assets; transact with affiliates; and engage in transactions that are not related to the Company’s existing business. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow the Company to engage in these activities under certain conditions, including the Company’s ability to: (i) pay dividends each year in an amount up to the greater of (a) 6% of the net cash proceeds received by the Company from any public offering and (b) 5% of the Company’s market capitalization; and (ii) pay unlimited dividends if the Company’s Secured Leverage Ratio (as defined in the Credit Agreement) is no greater than 3.0 to 1.0. In addition, with respect to the Term Loan A and the Revolver, the Credit Agreement requires the Company to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Agreement) of no more than 5.0 to 1.0 as of the last day of each fiscal quarter ending on or before December 31, 2019 (beginning with the first full fiscal quarter ending after the closing date of the Credit Agreement), and 4.5 to 1.0 from and after March 31, 2020. As of December 31, 2020, the Company was in compliance with all applicable debt covenants. Accounts Receivable Financing Agreement On September 25, 2020, the Company amended its accounts receivable financing agreement to increase the amount it can borrow from $275.0 million to $300.0 million and to extend the maturity to October 2022, unless terminated earlier pursuant to its terms, and drew down the additional $25.0 million. Under this 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. The Company has guaranteed the performance of these obligations. The available borrowing capacity varies according to the levels of the Company’s eligible accounts receivable and unbilled services (including contract assets) sold to the SPE. Loans under this agreement will accrue interest at a reserve-adjusted LIBOR rate or a base rate equal to the higher of the overnight bank funding rate plus 0.50% and the applicable lender’s prime rate. The Company may prepay loans upon one business day’s prior notice and may terminate or reduce the facility limit of the accounts receivable financing agreement with 15 days’ prior notice. As of December 31, 2020, the Company had $300.0 million of outstanding borrowings under the accounts receivable financing agreement, which are recorded in long-term debt on the accompanying consolidated balance sheet. As of December 31, 2020, there was no remaining borrowing capacity available. As of December 31, 2020, the interest rate on the outstanding borrowings under the accounts receivable financing agreement was 1.400%. On January 28, 2021, the Company amended its accounts receivable financing agreement to increase the amount it can borrow from $300.0 million to $365.0 million, and drew down the additional $65.0 million. At the same time, the Company made voluntary prepayments on its term loans totaling $65.0 million; therefore, there was no incremental impact on the Company’s debt. 3.625% Senior Notes Due 2029 On November 24, 2020, the Company completed the issuance and sale of $600.0 million aggregate principal amount of 3.625% senior notes due 2029 (the “Notes”). The Company received net proceeds, after deducting offering expenses, of $592.5 million. The net proceeds of the offering were used for general corporate purposes and to fund the Synteract and Illingworth Research acquisitions The Notes were issued pursuant to an indenture, dated as of November 24, 2020 (the “Base Indenture”), among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of November 24, 2020 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), among the Company, the subsidiary guarantors named therein, and the Trustee. The Indenture 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. The Indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1) incur additional liens, (2) engage in certain sale and leaseback transactions, and (3) conduct mergers, consolidations, or asset sales. These covenants are subject to exceptions and qualifications set forth in the Indenture. 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. The Indenture also contains customary events of default, including (1) failure to make required payments, (2) failure to comply with certain covenants, (3) failure to pay certain other indebtedness, (4) certain events of bankruptcy and insolvency, and (5) failure to pay certain judgments. An event of default under the Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes, as applicable, issued under such Indenture, to accelerate the amounts due under the Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the Notes. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S of the Securities Act. Maturities of Debt Obligations As of December 31, 2020, the contractual maturities of the Company’s debt obligations (excluding finance leases that are presented in “ ” 2021 $ — 2022 362,569 2023 107,313 2024 1,848,388 2025 — 2026 and thereafter 600,000 Less: Deferred issuance costs (12,716 ) Less: Term loans original issuance discount (3,500 ) Total $ 2,902,054 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 5. 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 12 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 2020 2019 Operating leases: Fixed lease costs Direct costs, selling, general, and administrative expenses and restructuring and other costs $ 53,531 $ 63,215 Short-term lease costs Direct costs and selling, general, and administrative expenses 2,930 1,531 Variable lease costs Direct costs, selling, general, and administrative expenses and restructuring and other costs 29,572 34,803 Total operating lease costs $ 86,033 $ 99,549 Finance leases: Amortization of right-of-use assets Depreciation $ 15,843 $ 16,810 Interest on lease liabilities Interest expense 944 1,778 Variable lease costs Direct costs 6,321 7,795 Total finance lease costs $ 23,108 $ 26,383 Supplemental balance sheet information related to finance leases was as follows as of December 31 (in thousands): 2020 2019 Property and equipment, gross $ 63,985 $ 70,440 Accumulated depreciation (20,479 ) (20,594 ) Property and equipment, net $ 43,506 $ 49,846 Current portion of finance lease obligations $ 17,455 $ 17,777 Finance lease long-term obligations 31,522 36,914 Total finance lease liabilities $ 48,977 $ 54,691 Supplemental cash flow information related to leases was as follows for the year ended December 31 (in thousands): 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (60,361 ) $ (50,792 ) Operating cash flows for finance leases (944 ) (1,778 ) Financing cash flows for finance leases (16,434 ) (14,493 ) Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 47,415 $ 55,376 Finance leases 20,203 38,144 Lease obligations closed out in exchange for right-of-use assets: Operating leases $ (2,834 ) $ (1,214 ) Weighted average remaining lease term as of December 31: 2020 2019 Operating leases 7 years 7 years Finance leases 3 years 3 years Weighted average discount rate as of December 31: 2020 2019 Operating leases 4.8 % 5.0 % Finance leases 1.3 % 2.9 % As of December 31, 2020, maturities of lease liabilities were as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 54,180 $ 18,248 $ 72,428 2022 51,849 17,443 69,292 2023 45,092 10,931 56,023 2024 37,326 4,176 41,502 2025 29,893 14 29,907 2026 and thereafter 99,031 — 99,031 Total lease payments 317,371 50,812 $ 368,183 Less: management fee — (680 ) Less: imputed interest (53,529 ) (1,155 ) Total lease liabilities $ 263,842 $ 48,977 Under ASC Topic 840, Leases |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | 6. Derivatives Interest Rate Swaps The Company has entered into various interest rate swaps in an effort to limit its exposure to variable interest rates on its term loans. In May 2016, the Company entered into an interest rate swap that had an initial notional value of $300.0 million and became effective on June 30, 2016. A portion of the interest rate swaps expired on June 30, 2018, and the remainder expired on May 14, 2020. In June 2018, the Company entered into two interest rate swaps with multiple counterparties. The first interest rate swap had an aggregate notional value of $1.22 billion, began accruing interest on June 29, 2018, and expired on December 31, 2018. The second interest rate swap had an initial aggregate notional value of $1.01 billion, an effective date of December 31, 2018, and will expire on June 30, 2021. As of December 31, 2020, the remaining notional value of this interest rate swap was $905.6 million. 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 will increase to $1.42 billion in 2021, an effective date of March 31, 2020, and will expire on March 31, 2023. As of December 31, 2020, the notional value of these interest rate swaps was $603.2 million. The significant terms of these derivatives are substantially the same as those contained within the 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, 2020, 2019, and 2018 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 (income) expense, net in the accompanying consolidated statements of income. The Company recognized $1.5 million of realized gains during the year ended December 31, 2020 related to this foreign exchange forward. As of December 31, 2020, the notional value of this foreign exchange forward was $50.0 million. 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 2020 2019 Interest rate swaps - current Prepaid expenses and other current assets $ — $ 155 Fair value of derivative assets $ — $ 155 Interest rate swaps - current Accrued expenses $ 17,045 $ 11,358 Interest rate swaps - non-current Other long-term liabilities 5,572 6,095 Fair value of derivative liabilities $ 22,617 $ 17,453 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements Assets and Liabilities Carried at Fair Value As of December 31, 2020 and 2019, 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, 2020, 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 Measured at Net Asset Value Total Assets: Trading securities (a) $ 22,950 $ — $ — $ — $ 22,950 Partnership interest (b) — — — 8,665 8,665 Total assets $ 22,950 $ — $ — $ 8,665 $ 31,615 Liabilities: Derivative instruments (c) $ — $ 22,617 $ — $ — $ 22,617 Contingent obligations related to business combinations (d) — — 6,793 — 6,793 Total liabilities $ — $ 22,617 $ 6,793 $ — $ 29,410 As of December 31, 2019, 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 Measured at Net Asset Value Total Assets: Trading securities (a) $ 21,552 $ — $ — $ — $ 21,552 Partnership interest (b) — — — 7,226 7,226 Derivative instruments (c) — 155 — — 155 Total assets $ 21,552 $ 155 $ — $ 7,226 $ 28,933 Liabilities: Derivative instruments (c) $ — $ 17,453 $ — $ — $ 17,453 Contingent obligations related to business combinations (d) — — 37,324 — 37,324 Total liabilities $ — $ 17,453 $ 37,324 $ — $ 54,777 (a) Represents fair value of investments in mutual funds based on quoted market prices that were 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, 2020, the Company’s remaining unfunded commitment in the private equity funds was $14.1 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 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 fair value of interest rate swap arrangements (see “ ” (d) Represents fair value of contingent consideration obligations related to business combinations. The fair value of these liabilities were 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, 2020 and 2019 (in thousands): Balance at December 31, 2018 $ 20,127 Additions — Changes in fair value recognized in earnings (a) 17,375 Payments (178 ) Balance at December 31, 2019 37,324 Additions — Changes in fair value recognized in earnings (b) (3,897 ) Payments (26,634 ) Balance at December 31, 2020 $ 6,793 (a) The change in fair value recognized in earnings for the year ended December 31, 2019 is primarily due to a reduction in the estimate of the transaction tax deduction benefit associated with Double Eagle ’ (b) The change in fair value recognized in earnings for the year ended December 31, 2020 is primarily due to a decrease in the estimate of the contingent earn-out liability associated with the acquisition of Kinapse (see “ ” During the years ended December 31, 2020 and 2019, 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, 2020 and 2019, assets carried on the consolidated balance sheets and not remeasured to fair value on a recurring basis totaled $5.71 billion and $5.32 billion, respectively. Fair Value Disclosures for Financial Instruments Not Carried at Fair Value The estimated fair value of the term loans and the Senior Notes is determined based on the price that the Company would have 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 loans and the Notes were as follows (in thousands): December 31, 2020 December 31, 2019 Carrying Value (a) Estimated Fair Value Carrying Value (a) Estimated Fair Value Term Loan A due March 2024 $ 1,454,575 $ 1,452,239 $ 1,545,721 $ 1,550,000 Term Loan B due August 2024 560,194 560,144 794,915 795,564 3.625% Senior Unsecured Notes due 2029 600,000 602,412 — — (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, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Costs | 8. Restructuring and Other Costs Merger-Related Restructuring During 2017, in connection with the merger (the “Merger”) with Double Eagle Parent, Inc. (“inVentiv”), the parent company of inVentiv Health, Inc., the Company established a restructuring plan to eliminate redundant positions and reduce its facility footprint worldwide. The Company expects to continue the ongoing evaluations of its workforce and facilities infrastructure needs in an effort to optimize its resources. Restructuring and other costs related to the Merger consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Employee severance and benefit costs $ 951 $ 12,029 $ 18,021 Facility and lease termination costs 1,733 12,940 24,090 Other Merger-related costs — — 560 Total Merger-related restructuring and other costs $ 2,684 $ 24,969 $ 42,671 The Company expects to continue to incur costs related to restructuring of its operations in order to achieve targeted synergies. However, the timing and the amount of these costs depends on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of its combined operations. Non Merger-Related Restructuring and Other Costs During the years ended December 31, 2020, 2019, and 2018, the Company incurred employee severance and benefit costs, facility closure and lease termination costs, consulting fees, and other costs related to the Company’s non Merger-related restructuring activities. The costs incurred during the year ended December 31, 2020 were primarily related to the Company’s cost management strategies in response to the COVID-19 pandemic as well as the Company’s ForwardBound Restructuring and other costs related to these actions consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Employee severance and benefit costs $ 25,370 $ 13,214 $ 5,410 Facility and lease termination costs 580 3,262 1,567 Other costs 780 690 1,145 Total non Merger-related restructuring and other costs: $ 26,730 $ 17,166 $ 8,122 Accrued Restructuring Liabilities The following table summarizes the activity related to the liabilities associated with restructuring and other costs (in thousands): Employee Severance Costs Facility Closure and Lease Termination Costs Other Costs Total Balance at December 31, 2018 $ 7,474 $ 16,761 $ 52 $ 24,287 Adoption of ASC 842 (a) — (16,761 ) — (16,761 ) Expenses incurred (b) 25,243 — 690 25,933 Payments (26,989 ) — (720 ) (27,709 ) Balance at December 31, 2019 5,728 — 22 5,750 Expenses incurred (b) 26,321 — 791 27,112 Payments (26,219 ) — (813 ) (27,032 ) Balance at December 31, 2020 $ 5,830 $ — $ — $ 5,830 (a) As a result of the adoption of ASC 842, accrued expenses related to facility closure and lease termination costs are reflected within the current portion of operating lease obligations and operating lease long-term obligations on the consolidated balance sheets as of December 31, 2020 and 2019. These facility costs will be paid over the remaining terms of exited facilities, which range from 2021 through 2027. (b) There were no non-cash restructuring and other expenses incurred for the year ended December 31, 2020. The amount of expenses incurred excludes $6.7 million and $4.0 million of non-cash restructuring and other expenses incurred for the years ended December 31, 2019, and 2018, respectively, because these expenses were not subject to accrual prior to the period in which they were incurred. Expenses incurred for the years ended December 31, 2020 and 2019 also exclude $2.3 million and $9.5 million, respectively, of facility lease closure and lease termination costs that are reflected as a reduction of operating lease right-of-use assets on the consolidated balance sheets under ASC 842. The Company expects the employee severance costs accrued as of December 31, 2020 will be paid within the next twelve months. Liabilities associated with these costs are included in accrued expenses and other long-term liabilities on the accompanying consolidated balance sheets. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | 9. Shareholders’ Equity Shares Outstanding Shares of common stock outstanding were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Common stock shares, beginning balance 103,866 103,372 104,436 Repurchases of common stock (1,256 ) (1,323 ) (1,973 ) Issuances of common stock 1,325 1,817 909 Common stock shares, ending balance 103,935 103,866 103,372 Stock Repurchase Program On February 26, 2018, the Company’s Board of Directors (the “ ” “2018 st ” On November 17, 2020, the Company’s Board approved a new stock repurchase program (the “2021 stock repurchase program”) that will take effect on January 1, 2021, and which will succeed the Company’s 2018 stock repurchase program. The 2021 stock repurchase program authorizes the Company to repurchase up to $300.0 million of the Company’s Class A common stock, par value $0.01, and will expire on December 31, 2022. The 2021 stock repurchase program does not obligate the Company to repurchase any particular amount of the Company’s common stock and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate requirements for cash, and overall market conditions. The 2021 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 permits shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law. During the year ended December 31, 2020, the Company repurchased 506,244 of its Class A common stock in private transactions under the 2018 stock repurchase program described above, for a total purchase price of approximately $30.0 million . The remainder of the shares of repurchased common stock were repurchased in open market transactions. The following table sets forth repurchase activity under the 2018 stock repurchase program from inception through December 31, 2020: Total number of shares purchased Average price paid per share Approximate dollar value of shares purchased (in thousands) 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 Total 4,551,644 $ 201,852 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 is a summary of the Company’s authorized, issued, and outstanding shares at December 31: 2020 2019 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 103,934,738 103,865,770 Class B common stock — — Preferred stock — — Total shares issued and outstanding 103,934,738 103,865,770 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, 2020, 2019, or 2018. 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, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. 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, 2020 2019 2018 Numerator: Net income $ 192,787 $ 131,258 $ 24,284 Denominator: Basic weighted average common shares outstanding 104,168 103,618 103,414 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,297 1,387 1,287 Diluted weighted average common shares outstanding 105,465 105,005 104,701 Earnings per share: Basic $ 1.85 $ 1.27 $ 0.23 Diluted $ 1.83 $ 1.25 $ 0.23 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 582,760, 277,128, and 744,445 for the years ended December 31, 2020, 2019, and 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of income before provision for income taxes were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ 122,659 $ (17,066 ) $ (26,263 ) Foreign 80,999 118,775 83,521 Income before provision for income taxes $ 203,658 $ 101,709 $ 57,258 The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Federal income taxes: Current $ (15,537 ) $ (13,952 ) $ 19,949 Deferred 10,188 (11,693 ) (3,081 ) Foreign income taxes: Current 16,019 21,452 10,398 Deferred (3,106 ) (2,206 ) (2,382 ) State income taxes: Current 14,229 2,850 2,387 Deferred (10,922 ) (26,000 ) 5,703 Income tax expense (benefit) $ 10,871 $ (29,549 ) $ 32,974 Foreign Earnings The Company has appr oximately $ 712.9 million of undistributed foreign earnings, of which approximately $ 324.9 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 $ 388.0 million of undistributed foreign earnings are not considered indefinitely reinvested, and the Company has provided a $ 10.9 million deferred t ax liability, primarily related to the estimated withholding tax and state taxes that would be due upon repatriation. BEAT The Company ’ base erosion and anti-abuse minimum tax (“BEAT”) Tax Legislation The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States to address the economic impacts of the COVID-19 pandemic. The CARES Act includes corporate income tax, payroll tax, and other provisions. There was not a significant impact to the Company’s income tax provision as a result of the CARES Act and other global measures for the year ended December 31, 2020. Throughout the year ended December 31, 2020, the Company qualified for certain employer payroll tax credits, which have been treated as government subsidies to offset related operating expenses, as well as the deferral of certain payroll and other tax payments into the future. The Company has deferred the timing of certain income tax payments and other taxes as permitted by the CARES Act and other stimulus measures enacted globally. Numerous final and proposed tax regulations were issued during the year ended December 31, 2020, including additional guidance related to changes included in the Tax Cuts and Jobs Act. The regulations included updated guidance related to revenue recognition pursuant to Section 451, interest expense limitations pursuant to Section 163(j), Global Intangible Low-Taxed Income provisions (“GILTI”) high-tax exclusion, and foreign tax credits. The GILTI high-tax and Section 163(j) regulations included certain elective provisions which the Company has retroactively applied to the Company’s 2018 and 2019 tax years. 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, 2020 2019 2018 Expected income tax expense (benefit) at statutory rate $ 42,768 $ 21,359 $ 12,024 Change in income tax expense resulting from: Foreign income inclusion 6,013 39,557 20,916 Foreign earnings reinvestment assertion reversal 5,071 — (3,823 ) Changes in income tax valuation allowance (all jurisdictions) 14,503 (68,537 ) (15,228 ) Change in fair value of contingent obligations (769 ) 3,625 (2,434 ) Share-based compensation (2,800 ) 1,094 2,677 Research and general business tax credits (a) (12,872 ) (1,871 ) (10,937 ) State and local taxes, net of federal benefit 6,924 (9,085 ) 7,715 Capital loss carryforward (b) (16,506 ) — — Foreign rate differential (1,777 ) (3,595 ) (4,071 ) Changes in reserve for uncertain tax positions including interest (18,839 ) 5,393 (1,190 ) Provision to tax return and other deferred tax adjustments (12,325 ) (6,950 ) 12,251 Gain on sale of business (2,350 ) Base erosion and anti-abuse tax — (15,054 ) 15,054 Federal rate change — — (1,226 ) Nondeductible executive compensation 367 1,802 159 Other, net 3,463 2,713 1,087 Income tax expense (benefit) $ 10,871 $ (29,549 ) $ 32,974 (a) Year ended December 31, 2020 is offset by $9.4 million in valuation allowances. (b) Year ended December 31, 2020 is offset by $16.5 million in valuation allowances. The changes in the valuation allowance for deferred tax assets were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance at the beginning of the period $ 84,159 $ 150,316 $ 159,646 Deferred tax assets assumed through business combinations 479 — — Deferred tax assets released through business dispositions (271 ) — — Charged (credited) to income tax expense 14,503 (68,537 ) (15,228 ) Charged (credited) to equity — 42 11,848 Foreign currency exchange 1,440 2,338 (5,950 ) Balance at the end of the period $ 100,310 $ 84,159 $ 150,316 As of December 31, 2020, the valuation allowance increased by $16.2 million, resulting primarily from a net increase of $14.5 million primarily due to recording a domestic valuation allowance related to capital loss carryforwards as well as valuation allowance recorded on foreign R&D credits, offset with the release of valuation allowance on U.S. state deferred tax assets and an increase of $1.4 million for changes related to foreign currency exchange. As of December 31, 2019, the valuation allowance decreased by $ million, resulting primarily from a net decrease of $ million primarily due to the release of the valuation allowance on U.S. deferred tax assets and an increase of $ million for changes related to foreign currency exchange. The income tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows at December 31 (in thousands): 2020 2019 Deferred tax assets: Net operating losses $ 122,018 $ 199,002 Tax credits 58,603 51,273 Deferred revenue 77,138 13,598 Employee compensation and other benefits 29,048 27,287 Allowance for doubtful accounts 1,739 1,091 Lease obligations 57,142 64,114 Accrued expenses 6,526 8,508 Prepaid royalty 3,451 6,525 Capital loss carryforward 20,157 — Interest limitation carryforwards 20,219 15,624 Other 7,913 10,154 Total deferred tax assets 403,954 397,176 Less: valuation allowance (100,310 ) (84,159 ) Net deferred tax assets 303,644 313,017 Deferred tax liabilities: Undistributed foreign earnings (10,912 ) (3,366 ) Right of use asset (49,316 ) (57,055 ) Depreciation and amortization (226,170 ) (226,252 ) Other (2,404 ) (433 ) Total deferred tax liabilities (288,802 ) (287,106 ) Net deferred tax assets $ 14,842 $ 25,911 As of December 31, 2020 and 2019, the Company had U.S. federal NOL carryforwards of approximately $260.6 million As of December 31, 2020 and 2019 , the Company had state NOL carryforwards of appro ximately $821.0 million and $1.04 billion, respectively, a portion of which expires annually. The Company also had foreign NOL carryforwards of $ 80.1 million and $ 85.8 million as of December 31, 2020 and 2019 , respectively. The majority of these carryforwards have indefinite carryforward periods, but a valuation allowance has been established for jurisdictions where the future benefit of the NOL carryforwards is not more likely than not to be realized. As of December 31, 2020 and 2019, the Company had Canadian research and development credit carry forwards of $56.7 million and $48.5 million, respectively. These credit carryforwards have an indefinite life, but for the years ended December 31, 2020 and 2019, a valuation allowance of $56.7 million and $48.5 million, respectively, has been established against these tax credits where the future benefit of the credits is not more likely than not to be realized. The Company had gross unrecognized tax benefits, exclusive of associated interest and penalties, of approximately $9.0 million and $23.2 million as of December 31, 2020 and 2019, respectively. The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2020 and 2019, the Company had accrued interest and penalties related to uncertain tax positions of $2.8 million and $6.4 million, respectively. For the years ended December 31, 2020 and 2019, the Company recorded tax expense in the accompanying consolidated statements of income related to interest and penalties associated with uncertain tax positions of $3.7 million income tax benefit, and $2.1 million income tax expense, respectively. The Company anticipates that during the next 12 months, the unrecognized tax benefits may decrease by approximately $1.3 million. 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 at December 31, 2017 $ 43,678 Increases for tax positions in the current year 673 Increases for tax positions of prior years 344 Decreases for tax positions in prior year (25,309 ) Impact of foreign currency translation (141 ) Unrecognized tax benefits balance at December 31, 2018 19,245 Increases for tax positions in the current year 2,222 Increases for tax positions of prior years 2,255 Decreases for tax positions in prior year (440 ) Impact of foreign currency translation (44 ) Unrecognized tax benefits balance at 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 at December 31, 2020 $ 9,033 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 cur rently under any U.S. f ederal income tax audit s , 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 investigation in numerous years due to NOL carryforwards. Additionally, t he Company currently has an ongoing examination for tax year s 2017 and 2018 in the United Kingdom . The United Kingdom is the jurisdiction with the Company’s largest foreign operation s . The Company believes that its reserve for uncertain tax positions is adequate to cover existing risks or exposures related to all open tax years. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contract with Customers | 12. Revenue from Contracts with Customers Unsatisfied Performance Obligations As of December 31, 2020, 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 $7.20 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, 2020, the Company recognized approximately $498.5 million of revenue that was included in the deferred revenue balance at the beginning of the year. During the year ended December 31, 2020, approximately $66.8 million of the Company’s revenue recognized was allocated to performance obligations partially satisfied in previous periods, substantially all of which was associated with changes in scope or price for full service clinical studies. 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, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The Company is managed through two reportable segments: Clinical Solutions and Commercial Solutions. Each reportable segment consists of multiple service offerings that, when combined, create a fully integrated . spanning Phase I to IV of clinical development 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 “ ” Information about reportable segment operating results was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Clinical Solutions $ 3,306,736 $ 3,421,596 $ 3,211,202 Commercial Solutions 1,109,041 1,254,219 1,178,914 Total revenue 4,415,777 4,675,815 4,390,116 Segment direct costs: Clinical Solutions 2,493,453 2,616,249 2,477,920 Commercial Solutions 873,342 1,000,645 937,060 Total segment direct costs 3,366,795 3,616,894 3,414,980 Segment selling, general, and administrative expenses: Clinical Solutions 277,775 275,645 266,381 Commercial Solutions 88,567 92,287 86,333 Total segment selling, general, and administrative expenses 366,342 367,932 352,714 Segment operating income: Clinical Solutions 535,508 529,702 466,901 Commercial Solutions 147,132 161,287 155,521 Total segment operating income 682,640 690,989 622,422 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 31,347 29,011 19,330 Share-based compensation included in selling, general, and administrative expenses 27,144 26,182 14,902 Corporate selling, general, and administrative expenses 48,998 52,167 38,689 Restructuring and other costs 29,414 42,135 50,793 Transaction and integration-related expenses 30,242 61,275 64,841 Depreciation and amortization 222,352 242,465 273,685 Total income from operations $ 293,143 $ 237,754 $ 160,182 |
Operations by Geographic Locati
Operations by Geographic Location | 12 Months Ended |
Dec. 31, 2020 | |
Segments Geographical Areas [Abstract] | |
Operations by Geographic Location | 14. 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, 2020 2019 2018 Revenue: North America (a) $ 2,791,590 $ 3,079,608 $ 2,974,330 Europe, Middle East and Africa 1,059,968 1,055,007 955,882 Asia-Pacific 465,116 444,819 375,351 Latin America 99,103 96,381 84,553 Total revenue $ 4,415,777 $ 4,675,815 $ 4,390,116 (a) Revenue for the North America region includes revenue attributable to the United States of $2.64 billion , $ 2.93 billion, and $ 2.82 billion, or 59.9% , 62.7 %, and 64.3 % of total revenue, for the years ended December 31, 2020, 2019 and 2018, 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): 2020 2019 Property and equipment, net: North America (a) $ 161,531 $ 159,709 Europe, Middle East and Africa 38,745 28,514 Asia-Pacific 11,167 12,742 Latin America 4,757 2,961 Total property and equipment, net $ 216,200 $ 203,926 (a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $156.0 million and $153.1 million as of December 31, 2020 and 2019, respectively. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Concentration of Credit Risk | 15. 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, 2020 and 2019, substantially all of the Company’s cash and cash equivalents were held within the United States. 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, 2020 or 2019. During the year ended December 31, 2018, one customer accounted for approximately 11% of the Company’s revenue, which was primarily earned in the Clinical Solutions segment. 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, 2020 or 2019. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 16. Related-Party Transactions 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 the second quarter of 2020, the Company sold its contingent staffing business to a related party, via an arms-length transaction, in exchange for potential future cash consideration not to exceed $4.0 million. shareholder shareholder For additional information, refer to – Business Combinations and Divestitures.” For the year ended December 31, 2019, the Company had revenue of $0.4 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 of the Company during the fourth quarter of 2019. For the year ended December 31, 2018, the Company had revenue of $0.4 million from two customers each of whose respective boards of directors included a member who was also a member of the Company’s Board. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. 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 a Response in Opposition to such objections on October 2, 2020. The Company and the other defendants deny the allegations in these complaints and intend to defend vigorously against these claims. 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 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. As of December 31, 2020 and 2019, the estimated fair value of the assumed contingent tax-sharing obligations was $6.8 million and $32.7 million, respectively. Contingent Earn-out Liability In connection with the Kinapse acquisition, the Company recorded a contingent earn-out liability to be paid based on Kinapse meeting revenue targets as of March 31, 2021. The estimated fair value of the contingent earn-out liability was $4.6 million as of December 31, 2019 and was included in other long-term liabilities in the accompanying consolidated balance sheet. During the first quarter of 2020, the Company adjusted the fair value of the contingent earn-out liability to zero to reflect the updated probability of achievement of the revenue targets. The change in fair value of the earn-out liability was recorded in transaction and integration-related expenses in the accompanying consolidated statement of income. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 18. 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 ( “ ” “ ” “ ” “ ” three-year As of December 31, 2020, the maximum number of shares reserved for issuance under the Company’s share-based compensation plans was 15,167,325, of which 4,188,878 shares were available for future grants as of December 31, 2020. 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 without delivery of the shares, in each case, will prior to vesting or exercise 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 $5.8 million, $6.5 million, and $5.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, there were 1,262,184 shares issued and 2,237,816 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, 2020 2019 2018 Expected volatility 27.7% - 55.1% 39.1% - 51.9% 32.3% - 69.3% Risk-free interest rate 0.13% - 0.95% 1.88% - 2.52% 1.85% - 2.28% 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, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands)(a) Outstanding at December 31, 2019 984,177 $ 28.01 Exercised (319,562 ) 23.58 Forfeited (1,056 ) 41.26 Outstanding at December 31, 2020 663,559 30.12 4.48 $ 25,220 Vested and expected to vest at December 31, 2020 663,559 30.12 4.48 $ 25,220 Exercisable at December 31, 2020 663,559 $ 30.12 4.48 $ 25,220 (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, 2020 of $68.13 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, 2020. As of December 31, 2020, 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 $12.7 million, $20.3 million, and $9.2 million for the years ended December 31, 2020, 2019, and 2018, 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, 2020 and changes during the year then ended: Number of Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2019 2,551,376 $ 43.48 Granted 1,118,467 62.17 Vested (990,770 ) 43.37 Forfeited (307,692 ) 50.30 Non-vested at December 31, 2020 2,371,381 $ 51.40 At December 31, 2020, there was $62.4 million Performance-Based Awards During the years ended December 31, 2020, 2019, and 2018, 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 growth, adjusted diluted EPS growth, and return on invested capital. These awards are included in the RSU table above. 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. Share-Based Compensation Expense Total share-based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Direct costs $ 31,347 $ 29,011 $ 19,330 Selling, general, and administrative expenses 27,144 26,182 14,902 Restructuring and other costs — — 91 Total share-based compensation expense $ 58,491 $ 55,193 $ 34,323 The total income tax benefit recognized in the consolidated statements of income for share-based compensation arrangements was approximately $11.8 million, $10.8 million, and $1.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 19. 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, 2020 2019 2018 Defined contribution retirement plan contributions $ 15,049 $ 29,834 $ 24,801 The Company also has defined contribution retirement plans outside of the U.S. The Company’s contributions related to these plans were approximately $18.4 million and $10.0 million for the years ended December 31, 2020 and 2019, 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 termination of employment or death in a lump sum, unless installments are selected. As of December 31, 2020 and 2019, the NQDC Plan deferred compensation liabilities were $22.3 million |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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 ( “ ” |
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 business combinations, 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. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations “ ” |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions For subsidiaries outside of the 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 (income) expense, net in the accompanying consolidated statements of income. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) 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 (loss) 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): 2020 2019 Gross cash position $ 220,261 $ 326,002 Less: cash borrowings (204,647 ) (307,647 ) Net cash position $ 15,614 $ 18,355 |
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, 2020 and 2019, restricted cash balances were $0.3 million and $0.5 million, respectively. |
Fair Value | Fair Value The Company records certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement “ ” 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 “ ” Foreign Exchange Forward 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 (income) expense, net in the accompanying consolidated statements of income “ ” |
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 a business combination 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 “ ” “ ” 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 On January 1, 2019, the Company adopted ASC 842 using the revised modified retrospective approach. The revised modified retrospective approach recognizes the effects of initially applying the new leases standard as a cumulative effect adjustment to retained earnings as of the adoption date. Under this election, the provisions of ASC 840 apply to the accounting and disclosures for lease arrangements in the comparative periods in an entity’s financial statements. In addition, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing 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 ( “ ” ’ ’ ’ 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. |
Goodwill and intangible assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired, including the amount assigned to identifiable intangible assets, in business combinations. In accordance with ASC Topic 350, Intangibles - Goodwill and Other The Company has assigned goodwill to five reporting units. The Company completed an annual impairment test as of October 1, 2020 for all of its reporting units, and concluded that there were no impairments. Intangible assets consist of backlog, customer relationships, trade names and trademarks, and intellectual property. The Company amortizes intangible assets related to customer relationships, trade names, trademarks, and intellectual property on a straight-line basis over the estimated useful life of the asset. Backlog is amortized based on the Company’s expectations of when the resulting revenue is expected to be earned. 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: 2020 2019 Customer relationships 9.9 years 9.9 years Acquired backlog 2.6 years 2.2 years Trade names and trademarks 5.5 years 4.2 years Intellectual property (medical patent) 9.0 years — No intangible asset impairment charges were recorded for the years ended December 31, 2020 or 2019. For additional information regarding the carrying values of intangible assets, see “ ” |
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 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 30-90 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. 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 one year or less. 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 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 Company and its United States (U.S.) subsidiaries file a consolidated U.S. federal income tax return. Other subsidiaries of the Company file tax returns in their local 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 amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not 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 when the Company expects each of the items to be settled. 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 assessment, a tax expense or tax benefit, respectively, would result. Unrecognized tax benefits are presented as either a reduction to a deferred tax asset for a net operating loss ( “ ” |
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 |
Earnings Per Share | Earnings Per Share The Company determines earnings per share in accordance with ASC Topic 260, Earnings Per Share |
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 Issued 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. Results for reporting periods beginning on January 1, 2020 are presented under ASU No. 2016-13, while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment. 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. In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848) . ASU 2020-04 contains practical expedients related to reference rate reform activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with the Company’s past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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): 2020 2019 Gross cash position $ 220,261 $ 326,002 Less: cash borrowings (204,647 ) (307,647 ) Net cash position $ 15,614 $ 18,355 |
Estimated Useful Lives 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 Property and equipment, net of accumulated depreciation, consisted of the following as of December 31 (in thousands): 2020 2019 Software $ 129,731 $ 99,500 Vehicles 63,985 70,440 Computer equipment 108,230 95,228 Leasehold improvements 94,596 86,327 Office furniture, fixtures, and equipment 37,287 33,388 Buildings and land 5,211 4,256 Assets not yet placed in service 28,129 20,262 Property and equipment, gross 467,169 409,401 Less: Accumulated depreciation (250,969 ) (205,475 ) Property and equipment, net $ 216,200 $ 203,926 |
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: 2020 2019 Customer relationships 9.9 years 9.9 years Acquired backlog 2.6 years 2.2 years Trade names and trademarks 5.5 years 4.2 years Intellectual property (medical patent) 9.0 years — |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Billed Accounts Receivable, 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): 2020 2019 Accounts receivable billed $ 774,605 $ 787,652 Unbilled services (including contract assets) 577,791 521,370 Less: Allowance for doubtful accounts (7,615 ) (5,381 ) Accounts receivable and unbilled services, net $ 1,344,781 $ 1,303,641 |
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, 2020 2019 2018 Balance at the beginning of the period $ (5,381 ) $ (4,587 ) $ (9,076 ) Impact from adoption of ASU 2016-13 (2,771 ) — — Current year (provision) recovery (695 ) (1,897 ) 4,589 Write-offs, net of recoveries and the effects of foreign currency exchange 1,232 1,103 (100 ) Balance at the end of the period $ (7,615 ) $ (5,381 ) $ (4,587 ) |
Estimated Useful Lives 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 Property and equipment, net of accumulated depreciation, consisted of the following as of December 31 (in thousands): 2020 2019 Software $ 129,731 $ 99,500 Vehicles 63,985 70,440 Computer equipment 108,230 95,228 Leasehold improvements 94,596 86,327 Office furniture, fixtures, and equipment 37,287 33,388 Buildings and land 5,211 4,256 Assets not yet placed in service 28,129 20,262 Property and equipment, gross 467,169 409,401 Less: Accumulated depreciation (250,969 ) (205,475 ) Property and equipment, net $ 216,200 $ 203,926 |
Schedule of Goodwill | The changes in carrying amount of goodwill by segment were as follows (in thousands): Clinical Solutions (a) Commercial Solutions (b) Total Balance as of December 31, 2018 $ 2,772,803 $ 1,560,356 $ 4,333,159 Business combinations (c) 1,092 (204 ) 888 Impact of foreign currency translation and other 11,057 5,276 16,333 Balance as of December 31, 2019 2,784,952 1,565,428 4,350,380 Business combinations and divestitures (d) 418,619 (14,453 ) 404,166 Impact of foreign currency translation 12,764 8,868 21,632 Balance as of December 31, 2020 $ 3,216,335 $ 1,559,843 $ 4,776,178 (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, 2020, 2019, or 2018. (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, 2020, 2019, or 2018. (c) Amounts represent goodwill recognized in connection with an insignificant acquisition within the Clinical Solutions segment and measurement period adjustments in connection with the 2018 acquisition of Kinapse Topco Limited (“Kinapse”). (d) Amounts represent goodwill recognized in connection with the 2020 acquisitions of Synteract and Illingworth Research within the Clinical Solutions segment and goodwill disposed upon the sale of the medication adherence business within the Commercial Solutions segment. |
Schedule of Finite Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 1,518,081 $ (685,021 ) $ 833,060 $ 1,491,071 $ (546,835 ) $ 944,236 Acquired backlog 174,180 (132,733 ) 41,447 136,972 (121,679 ) 15,293 Trade names and trademarks 52,475 (21,817 ) 30,658 31,326 (17,774 ) 13,552 Intellectual property 30,028 (1,668 ) 28,360 — — — Intangible assets, net $ 1,774,764 $ (841,239 ) $ 933,525 $ 1,659,369 $ (686,288 ) $ 973,081 |
Schedule of Indefinite Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 1,518,081 $ (685,021 ) $ 833,060 $ 1,491,071 $ (546,835 ) $ 944,236 Acquired backlog 174,180 (132,733 ) 41,447 136,972 (121,679 ) 15,293 Trade names and trademarks 52,475 (21,817 ) 30,658 31,326 (17,774 ) 13,552 Intellectual property 30,028 (1,668 ) 28,360 — — — Intangible assets, net $ 1,774,764 $ (841,239 ) $ 933,525 $ 1,659,369 $ (686,288 ) $ 973,081 |
Schedule of Future Amortization Expense | The future estimated amortization expense for intangible assets is expected to be as follows (in thousands): Fiscal Year Ending: 2021 $ 157,394 2022 146,757 2023 139,140 2024 132,510 2025 118,510 2026 and thereafter 239,214 Total $ 933,525 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of December 31 (in thousands): 2020 2019 Compensation, including bonuses, fringe benefits, and payroll taxes $ 255,042 $ 195,604 Professional fees, investigator fees, and pass-through costs 231,638 252,151 Income and other taxes 28,890 17,295 Rebates to customers 22,528 25,064 Interest rate swaps - current 17,045 11,358 Restructuring and other costs, current portion 5,830 5,750 Contingent tax-sharing obligations assumed through business combinations, current portion 4,327 26,557 Other liabilities 45,742 35,132 Total accrued expenses $ 611,042 $ 568,911 |
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, 2020 2019 Beginning balance $ (71,593 ) $ (88,195 ) Foreign Currency Translation: Beginning balance (56,757 ) (80,955 ) Other comprehensive income before reclassifications 34,717 24,198 Ending balance (22,040 ) (56,757 ) Derivative Instruments: Beginning balance (14,836 ) (7,240 ) Other comprehensive loss before reclassifications (20,446 ) (11,529 ) Reclassification adjustments 16,521 3,933 Ending balance (18,761 ) (14,836 ) Accumulated other comprehensive loss, net of taxes $ (40,801 ) $ (71,593 ) |
Reclassification out of Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive loss consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Foreign currency translation adjustments: Foreign currency translation adjustments, before tax $ 36,071 $ 24,198 $ (61,035 ) Income tax expense (1,354 ) — — Foreign currency translation adjustments, net of tax 34,717 24,198 (61,035 ) Unrealized loss on derivative instruments: Unrealized loss during period, before tax (27,647 ) (14,306 ) (8,577 ) Income tax benefit 7,201 2,777 770 Unrealized loss during period, net of tax (20,446 ) (11,529 ) (7,807 ) Reclassification adjustment, before tax 22,328 4,588 (830 ) Income tax (expense) benefit (5,807 ) (655 ) 12 Reclassification adjustment, net of tax 16,521 3,933 (818 ) Total unrealized loss on derivative instruments, net of tax (3,925 ) (7,596 ) (8,625 ) Total other comprehensive income (loss), net of tax $ 30,792 $ 16,602 $ (69,660 ) |
Schedule of Transaction and Integration-Related Expenses | Transaction and integration-related expenses consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Professional fees $ 30,059 $ 34,538 $ 56,230 Debt modification and related expenses 76 5,396 1,726 Integration and personnel retention-related costs 3,771 4,081 18,475 Fair value adjustments to contingent obligations (3,664 ) 17,260 (11,590 ) Total transaction and integration-related expenses $ 30,242 $ 61,275 $ 64,841 |
Schedule of Other (Income) Expense, Net (Details) | Other (income) expense, net consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Net realized foreign currency loss (gain) $ 3,175 $ 11,853 $ (10,452 ) Net unrealized foreign currency loss (gain) 4,147 11,166 (16,165 ) Gain on sale of business (7,133 ) — — Equity investment (income) expense (3,745 ) 261 (79 ) Other, net 580 882 (1,548 ) Total other (income) expense, net $ (2,976 ) $ 24,162 $ (28,244 ) |
Supplemental Disclosure of Cash Flow Information | The following table provides details of supplemental cash flow information (in thousands): Year Ended December 31, 2020 2019 2018 Cash paid for income taxes, net of refunds $ 23,400 $ 12,200 $ 2,042 Cash paid for interest (excluding finance leases) 83,690 129,756 131,827 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 business combinations — — 4,353 Purchases of property and equipment included in liabilities 31,736 20,052 14,075 Vehicles acquired through finance lease agreements 20,203 37,701 30,374 |
Business Combinations and Div_2
Business Combinations and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Allocation of Consideration Transferred | The following table summarizes the estimated fair value of the net assets acquired at the date of the acquisition: Assets acquired: Cash and cash equivalents $ 28,028 Accounts receivable and unbilled services 49,209 Prepaid expenses and other current assets 2,912 Property and equipment 3,978 Operating lease right-of-use assets 10,839 Other identifiable intangible assets 56,400 Goodwill 355,939 Other assets 4,121 Total assets acquired 511,426 Liabilities assumed: Accounts payable and accrued expenses 27,982 Deferred revenue 46,385 Operating lease obligations 15,693 Deferred income taxes, net 7,762 Other liabilities 1,127 Total liabilities assumed 98,949 Net assets acquired $ 412,477 |
Preliminary Estimates of Fair Value of Intangible Assets and Estimated Useful Lives | The following table summarizes the fair value of identified intangible assets and their respective useful lives (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, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consisted of the following as of December 31 (in thousands): 2020 2019 Secured Debt Term Loan A - tranche one due March 2024 $ 183,715 $ 1,550,000 Term Loan A - tranche two due August 2024 1,273,991 — Term Loan B due August 2024 560,564 795,564 Accounts receivable financing agreement due October 2022 300,000 275,000 Total secured debt 2,318,270 2,620,564 Unsecured Debt 3.625% Senior Unsecured Notes due 2029 (the “Notes”) 600,000 — Total debt obligations 2,918,270 2,620,564 Less: Term loans original issuance discount (3,500 ) (4,928 ) Less: Unamortized deferred issuance costs (12,716 ) (7,116 ) Less: Current portion of debt — (58,125 ) Total debt obligations, non-current portion $ 2,902,054 $ 2,550,395 The applicable margins with respect to Alternate Base Rate and Adjusted Eurocurrency Rate borrowings are determined depending on the “First Lien Leverage Ratio” or the “ ” Alternate Base Rate Adjusted Eurocurrency Rate Term Loan A 0.25% - 0.50% 1.25% - 1.50% Term Loan B 0.75% - 1.00% 1.75% - 2.00% Revolver 0.25% - 0.50% 1.25% - 1.50% |
Contractual Maturities of Debt Obligations | As of December 31, 2020, the contractual maturities of the Company’s debt obligations (excluding finance leases that are presented in “ ” 2021 $ — 2022 362,569 2023 107,313 2024 1,848,388 2025 — 2026 and thereafter 600,000 Less: Deferred issuance costs (12,716 ) Less: Term loans original issuance discount (3,500 ) Total $ 2,902,054 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Operating leases: Fixed lease costs Direct costs, selling, general, and administrative expenses and restructuring and other costs $ 53,531 $ 63,215 Short-term lease costs Direct costs and selling, general, and administrative expenses 2,930 1,531 Variable lease costs Direct costs, selling, general, and administrative expenses and restructuring and other costs 29,572 34,803 Total operating lease costs $ 86,033 $ 99,549 Finance leases: Amortization of right-of-use assets Depreciation $ 15,843 $ 16,810 Interest on lease liabilities Interest expense 944 1,778 Variable lease costs Direct costs 6,321 7,795 Total finance lease costs $ 23,108 $ 26,383 |
Schedule of Assets And Liabilities | Supplemental balance sheet information related to finance leases was as follows as of December 31 (in thousands): 2020 2019 Property and equipment, gross $ 63,985 $ 70,440 Accumulated depreciation (20,479 ) (20,594 ) Property and equipment, net $ 43,506 $ 49,846 Current portion of finance lease obligations $ 17,455 $ 17,777 Finance lease long-term obligations 31,522 36,914 Total finance lease liabilities $ 48,977 $ 54,691 |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows for the year ended December 31 (in thousands): 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (60,361 ) $ (50,792 ) Operating cash flows for finance leases (944 ) (1,778 ) Financing cash flows for finance leases (16,434 ) (14,493 ) Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 47,415 $ 55,376 Finance leases 20,203 38,144 Lease obligations closed out in exchange for right-of-use assets: Operating leases $ (2,834 ) $ (1,214 ) |
Supplemental Cash Flow Information, Weighted Average | Weighted average remaining lease term as of December 31: 2020 2019 Operating leases 7 years 7 years Finance leases 3 years 3 years Weighted average discount rate as of December 31: 2020 2019 Operating leases 4.8 % 5.0 % Finance leases 1.3 % 2.9 % |
Schedule of Finance Lease, Liability, Maturity | As of December 31, 2020, maturities of lease liabilities were as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 54,180 $ 18,248 $ 72,428 2022 51,849 17,443 69,292 2023 45,092 10,931 56,023 2024 37,326 4,176 41,502 2025 29,893 14 29,907 2026 and thereafter 99,031 — 99,031 Total lease payments 317,371 50,812 $ 368,183 Less: management fee — (680 ) Less: imputed interest (53,529 ) (1,155 ) Total lease liabilities $ 263,842 $ 48,977 |
Schedule of Lessee, Operating Lease, Liability, Maturity | As of December 31, 2020, maturities of lease liabilities were as follows (in thousands): Operating Leases Finance Leases Total 2021 $ 54,180 $ 18,248 $ 72,428 2022 51,849 17,443 69,292 2023 45,092 10,931 56,023 2024 37,326 4,176 41,502 2025 29,893 14 29,907 2026 and thereafter 99,031 — 99,031 Total lease payments 317,371 50,812 $ 368,183 Less: management fee — (680 ) Less: imputed interest (53,529 ) (1,155 ) Total lease liabilities $ 263,842 $ 48,977 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Interest rate swaps - current Prepaid expenses and other current assets $ — $ 155 Fair value of derivative assets $ — $ 155 Interest rate swaps - current Accrued expenses $ 17,045 $ 11,358 Interest rate swaps - non-current Other long-term liabilities 5,572 6,095 Fair value of derivative liabilities $ 22,617 $ 17,453 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of December 31, 2020, 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 Measured at Net Asset Value Total Assets: Trading securities (a) $ 22,950 $ — $ — $ — $ 22,950 Partnership interest (b) — — — 8,665 8,665 Total assets $ 22,950 $ — $ — $ 8,665 $ 31,615 Liabilities: Derivative instruments (c) $ — $ 22,617 $ — $ — $ 22,617 Contingent obligations related to business combinations (d) — — 6,793 — 6,793 Total liabilities $ — $ 22,617 $ 6,793 $ — $ 29,410 As of December 31, 2019, 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 Measured at Net Asset Value Total Assets: Trading securities (a) $ 21,552 $ — $ — $ — $ 21,552 Partnership interest (b) — — — 7,226 7,226 Derivative instruments (c) — 155 — — 155 Total assets $ 21,552 $ 155 $ — $ 7,226 $ 28,933 Liabilities: Derivative instruments (c) $ — $ 17,453 $ — $ — $ 17,453 Contingent obligations related to business combinations (d) — — 37,324 — 37,324 Total liabilities $ — $ 17,453 $ 37,324 $ — $ 54,777 (a) Represents fair value of investments in mutual funds based on quoted market prices that were 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, 2020, the Company’s remaining unfunded commitment in the private equity funds was $14.1 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 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 fair value of interest rate swap arrangements (see “ ” (d) Represents fair value of contingent consideration obligations related to business combinations. The fair value of these liabilities were 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, 2020 and 2019 (in thousands): Balance at December 31, 2018 $ 20,127 Additions — Changes in fair value recognized in earnings (a) 17,375 Payments (178 ) Balance at December 31, 2019 37,324 Additions — Changes in fair value recognized in earnings (b) (3,897 ) Payments (26,634 ) Balance at December 31, 2020 $ 6,793 (a) The change in fair value recognized in earnings for the year ended December 31, 2019 is primarily due to a reduction in the estimate of the transaction tax deduction benefit associated with Double Eagle ’ (b) The change in fair value recognized in earnings for the year ended December 31, 2020 is primarily due to a decrease in the estimate of the contingent earn-out liability associated with the acquisition of Kinapse (see “ ” |
Schedule of Estimated Fair Value | The estimated fair values of the Company’s term loans and the Notes were as follows (in thousands): December 31, 2020 December 31, 2019 Carrying Value (a) Estimated Fair Value Carrying Value (a) Estimated Fair Value Term Loan A due March 2024 $ 1,454,575 $ 1,452,239 $ 1,545,721 $ 1,550,000 Term Loan B due August 2024 560,194 560,144 794,915 795,564 3.625% Senior Unsecured Notes due 2029 600,000 602,412 — — |
Restructuring and Other Costs (
Restructuring and Other Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Restructuring and other costs related to the Merger consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Employee severance and benefit costs $ 951 $ 12,029 $ 18,021 Facility and lease termination costs 1,733 12,940 24,090 Other Merger-related costs — — 560 Total Merger-related restructuring and other costs $ 2,684 $ 24,969 $ 42,671 Restructuring and other costs related to these actions consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Employee severance and benefit costs $ 25,370 $ 13,214 $ 5,410 Facility and lease termination costs 580 3,262 1,567 Other costs 780 690 1,145 Total non Merger-related restructuring and other costs: $ 26,730 $ 17,166 $ 8,122 The following table summarizes the activity related to the liabilities associated with restructuring and other costs (in thousands): Employee Severance Costs Facility Closure and Lease Termination Costs Other Costs Total Balance at December 31, 2018 $ 7,474 $ 16,761 $ 52 $ 24,287 Adoption of ASC 842 (a) — (16,761 ) — (16,761 ) Expenses incurred (b) 25,243 — 690 25,933 Payments (26,989 ) — (720 ) (27,709 ) Balance at December 31, 2019 5,728 — 22 5,750 Expenses incurred (b) 26,321 — 791 27,112 Payments (26,219 ) — (813 ) (27,032 ) Balance at December 31, 2020 $ 5,830 $ — $ — $ 5,830 (a) As a result of the adoption of ASC 842, accrued expenses related to facility closure and lease termination costs are reflected within the current portion of operating lease obligations and operating lease long-term obligations on the consolidated balance sheets as of December 31, 2020 and 2019. These facility costs will be paid over the remaining terms of exited facilities, which range from 2021 through 2027. (b) There were no non-cash restructuring and other expenses incurred for the year ended December 31, 2020. The amount of expenses incurred excludes $6.7 million and $4.0 million of non-cash restructuring and other expenses incurred for the years ended December 31, 2019, and 2018, respectively, because these expenses were not subject to accrual prior to the period in which they were incurred. Expenses incurred for the years ended December 31, 2020 and 2019 also exclude $2.3 million and $9.5 million, respectively, of facility lease closure and lease termination costs that are reflected as a reduction of operating lease right-of-use assets on the consolidated balance sheets under ASC 842. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shares of Common Stock Outstanding | Shares of common stock outstanding were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Common stock shares, beginning balance 103,866 103,372 104,436 Repurchases of common stock (1,256 ) (1,323 ) (1,973 ) Issuances of common stock 1,325 1,817 909 Common stock shares, ending balance 103,935 103,866 103,372 |
Schedule of Repurchase Activity | The following table sets forth repurchase activity under the 2018 stock repurchase program from inception through December 31, 2020: Total number of shares purchased Average price paid per share Approximate dollar value of shares purchased (in thousands) 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 Total 4,551,644 $ 201,852 |
Schedule of Stock by Class | The following is a summary of the Company’s authorized, issued, and outstanding shares at December 31: 2020 2019 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 103,934,738 103,865,770 Class B common stock — — Preferred stock — — Total shares issued and outstanding 103,934,738 103,865,770 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Numerator: Net income $ 192,787 $ 131,258 $ 24,284 Denominator: Basic weighted average common shares outstanding 104,168 103,618 103,414 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,297 1,387 1,287 Diluted weighted average common shares outstanding 105,465 105,005 104,701 Earnings per share: Basic $ 1.85 $ 1.27 $ 0.23 Diluted $ 1.83 $ 1.25 $ 0.23 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
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, 2020 2019 2018 Domestic $ 122,659 $ (17,066 ) $ (26,263 ) Foreign 80,999 118,775 83,521 Income before provision for income taxes $ 203,658 $ 101,709 $ 57,258 |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Federal income taxes: Current $ (15,537 ) $ (13,952 ) $ 19,949 Deferred 10,188 (11,693 ) (3,081 ) Foreign income taxes: Current 16,019 21,452 10,398 Deferred (3,106 ) (2,206 ) (2,382 ) State income taxes: Current 14,229 2,850 2,387 Deferred (10,922 ) (26,000 ) 5,703 Income tax expense (benefit) $ 10,871 $ (29,549 ) $ 32,974 |
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, 2020 2019 2018 Expected income tax expense (benefit) at statutory rate $ 42,768 $ 21,359 $ 12,024 Change in income tax expense resulting from: Foreign income inclusion 6,013 39,557 20,916 Foreign earnings reinvestment assertion reversal 5,071 — (3,823 ) Changes in income tax valuation allowance (all jurisdictions) 14,503 (68,537 ) (15,228 ) Change in fair value of contingent obligations (769 ) 3,625 (2,434 ) Share-based compensation (2,800 ) 1,094 2,677 Research and general business tax credits (a) (12,872 ) (1,871 ) (10,937 ) State and local taxes, net of federal benefit 6,924 (9,085 ) 7,715 Capital loss carryforward (b) (16,506 ) — — Foreign rate differential (1,777 ) (3,595 ) (4,071 ) Changes in reserve for uncertain tax positions including interest (18,839 ) 5,393 (1,190 ) Provision to tax return and other deferred tax adjustments (12,325 ) (6,950 ) 12,251 Gain on sale of business (2,350 ) Base erosion and anti-abuse tax — (15,054 ) 15,054 Federal rate change — — (1,226 ) Nondeductible executive compensation 367 1,802 159 Other, net 3,463 2,713 1,087 Income tax expense (benefit) $ 10,871 $ (29,549 ) $ 32,974 (a) Year ended December 31, 2020 is offset by $9.4 million in valuation allowances. (b) Year ended December 31, 2020 is offset by $16.5 million in valuation allowances. |
Summary of Valuation Allowance | The changes in the valuation allowance for deferred tax assets were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance at the beginning of the period $ 84,159 $ 150,316 $ 159,646 Deferred tax assets assumed through business combinations 479 — — Deferred tax assets released through business dispositions (271 ) — — Charged (credited) to income tax expense 14,503 (68,537 ) (15,228 ) Charged (credited) to equity — 42 11,848 Foreign currency exchange 1,440 2,338 (5,950 ) Balance at the end of the period $ 100,310 $ 84,159 $ 150,316 |
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 at December 31 (in thousands): 2020 2019 Deferred tax assets: Net operating losses $ 122,018 $ 199,002 Tax credits 58,603 51,273 Deferred revenue 77,138 13,598 Employee compensation and other benefits 29,048 27,287 Allowance for doubtful accounts 1,739 1,091 Lease obligations 57,142 64,114 Accrued expenses 6,526 8,508 Prepaid royalty 3,451 6,525 Capital loss carryforward 20,157 — Interest limitation carryforwards 20,219 15,624 Other 7,913 10,154 Total deferred tax assets 403,954 397,176 Less: valuation allowance (100,310 ) (84,159 ) Net deferred tax assets 303,644 313,017 Deferred tax liabilities: Undistributed foreign earnings (10,912 ) (3,366 ) Right of use asset (49,316 ) (57,055 ) Depreciation and amortization (226,170 ) (226,252 ) Other (2,404 ) (433 ) Total deferred tax liabilities (288,802 ) (287,106 ) Net deferred tax assets $ 14,842 $ 25,911 |
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 at December 31, 2017 $ 43,678 Increases for tax positions in the current year 673 Increases for tax positions of prior years 344 Decreases for tax positions in prior year (25,309 ) Impact of foreign currency translation (141 ) Unrecognized tax benefits balance at December 31, 2018 19,245 Increases for tax positions in the current year 2,222 Increases for tax positions of prior years 2,255 Decreases for tax positions in prior year (440 ) Impact of foreign currency translation (44 ) Unrecognized tax benefits balance at 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 at December 31, 2020 $ 9,033 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information about reportable segment operating results was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Clinical Solutions $ 3,306,736 $ 3,421,596 $ 3,211,202 Commercial Solutions 1,109,041 1,254,219 1,178,914 Total revenue 4,415,777 4,675,815 4,390,116 Segment direct costs: Clinical Solutions 2,493,453 2,616,249 2,477,920 Commercial Solutions 873,342 1,000,645 937,060 Total segment direct costs 3,366,795 3,616,894 3,414,980 Segment selling, general, and administrative expenses: Clinical Solutions 277,775 275,645 266,381 Commercial Solutions 88,567 92,287 86,333 Total segment selling, general, and administrative expenses 366,342 367,932 352,714 Segment operating income: Clinical Solutions 535,508 529,702 466,901 Commercial Solutions 147,132 161,287 155,521 Total segment operating income 682,640 690,989 622,422 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 31,347 29,011 19,330 Share-based compensation included in selling, general, and administrative expenses 27,144 26,182 14,902 Corporate selling, general, and administrative expenses 48,998 52,167 38,689 Restructuring and other costs 29,414 42,135 50,793 Transaction and integration-related expenses 30,242 61,275 64,841 Depreciation and amortization 222,352 242,465 273,685 Total income from operations $ 293,143 $ 237,754 $ 160,182 |
Operations by Geographic Loca_2
Operations by Geographic Location (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Revenue: North America (a) $ 2,791,590 $ 3,079,608 $ 2,974,330 Europe, Middle East and Africa 1,059,968 1,055,007 955,882 Asia-Pacific 465,116 444,819 375,351 Latin America 99,103 96,381 84,553 Total revenue $ 4,415,777 $ 4,675,815 $ 4,390,116 (a) Revenue for the North America region includes revenue attributable to the United States of $2.64 billion , $ 2.93 billion, and $ 2.82 billion, or 59.9% , 62.7 %, and 64.3 % of total revenue, for the years ended December 31, 2020, 2019 and 2018, 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): 2020 2019 Property and equipment, net: North America (a) $ 161,531 $ 159,709 Europe, Middle East and Africa 38,745 28,514 Asia-Pacific 11,167 12,742 Latin America 4,757 2,961 Total property and equipment, net $ 216,200 $ 203,926 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [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, 2020 2019 2018 Expected volatility 27.7% - 55.1% 39.1% - 51.9% 32.3% - 69.3% Risk-free interest rate 0.13% - 0.95% 1.88% - 2.52% 1.85% - 2.28% 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, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands)(a) Outstanding at December 31, 2019 984,177 $ 28.01 Exercised (319,562 ) 23.58 Forfeited (1,056 ) 41.26 Outstanding at December 31, 2020 663,559 30.12 4.48 $ 25,220 Vested and expected to vest at December 31, 2020 663,559 30.12 4.48 $ 25,220 Exercisable at December 31, 2020 663,559 $ 30.12 4.48 $ 25,220 (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, 2020 of $68.13 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, 2020. |
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, 2020 and changes during the year then ended: Number of Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2019 2,551,376 $ 43.48 Granted 1,118,467 62.17 Vested (990,770 ) 43.37 Forfeited (307,692 ) 50.30 Non-vested at December 31, 2020 2,371,381 $ 51.40 |
Summary of Share-Based Compensation Expense | Total share-based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Direct costs $ 31,347 $ 29,011 $ 19,330 Selling, general, and administrative expenses 27,144 26,182 14,902 Restructuring and other costs — — 91 Total share-based compensation expense $ 58,491 $ 55,193 $ 34,323 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [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, 2020 2019 2018 Defined contribution retirement plan contributions $ 15,049 $ 29,834 $ 24,801 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Jan. 01, 2020USD ($) | Dec. 31, 2020USD ($)Segmentreportingunit | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Restricted cash | $ 300 | $ 500 | $ 300 | |
Number of reporting units with goodwill assigned | reportingunit | 5 | |||
Impairment of goodwill | $ 0 | |||
Impact from adoption of ASU | $ (2,771) | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Impact from adoption of ASU | $ 2,800 | |||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||
Change in accounting principle, accounting standards update, adopted [true/false] | true | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | ||
Minimum | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Contract Termination Notice Period | 30 days | |||
Maximum | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Contract Termination Notice Period | 90 days | |||
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 |
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, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Gross cash position | $ 220,261 | $ 326,002 |
Less: cash borrowings | (204,647) | (307,647) |
Net cash position | $ 15,614 | $ 18,355 |
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, 2020 | |
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 |
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 |
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, 2020 | Dec. 31, 2019 | |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 9 years 10 months 24 days | 9 years 10 months 24 days |
Acquired backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years 7 months 6 days | 2 years 2 months 12 days |
Trade names and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years 6 months | 4 years 2 months 12 days |
Intellectual property (medical patent) | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 9 years |
Financial Statement Details - A
Financial Statement Details - Accounts Receivable and Unbilled Services, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | |||
Accounts receivable billed | $ 774,605 | $ 787,652 | |
Unbilled services (including contract assets) | 577,791 | 521,370 | |
Less: Allowance for doubtful accounts | (7,615) | (5,381) | |
Accounts receivable and unbilled services, net | 1,344,781 | 1,303,641 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at the beginning of the period | (5,381) | (4,587) | $ (9,076) |
Impact from adoption of ASU | (2,771) | ||
Current year (provision) recovery | (695) | (1,897) | 4,589 |
Write-offs, net of recoveries and the effects of foreign currency exchange | 1,232 | 1,103 | (100) |
Balance at the end of the period | $ (7,615) | $ (5,381) | $ (4,587) |
Financial Statement Details - N
Financial Statement Details - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Trade receivables sold | $ 152,400 | $ 210,500 |
Proceeds from sale of trade receivables | 151,900 | 209,000 |
Property and equipment, gross | 63,985 | 70,440 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 64,000 | 70,400 |
Accumulated depreciation | 20,500 | 20,600 |
Amortization charges, net of rebates | $ 15,800 | $ 16,800 |
Financial Statement Details - S
Financial Statement Details - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 467,169 | $ 409,401 |
Less: Accumulated depreciation | (250,969) | (205,475) |
Property and equipment, net | 216,200 | 203,926 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 129,731 | 99,500 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 63,985 | 70,440 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 108,230 | 95,228 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 94,596 | 86,327 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 37,287 | 33,388 |
Buildings and land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,211 | 4,256 |
Assets not yet placed in service | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 28,129 | $ 20,262 |
Financial Statement Details -_2
Financial Statement Details - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | 27 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Balance as of December 31, 2018 | $ 4,350,380,000 | $ 4,333,159,000 | ||
Business combinations | 404,166,000 | 888,000 | ||
Impact of foreign currency translation and other | 21,632,000 | 16,333,000 | ||
Balance as of December 31, 2019 | 4,776,178,000 | 4,350,380,000 | $ 4,333,159,000 | $ 4,776,178,000 |
Impairment of goodwill | 0 | |||
Clinical Solutions | ||||
Goodwill [Roll Forward] | ||||
Balance as of December 31, 2018 | 2,784,952,000 | 2,772,803,000 | ||
Business combinations | 418,619,000 | 1,092,000 | ||
Impact of foreign currency translation and other | 12,764,000 | 11,057,000 | ||
Balance as of December 31, 2019 | 3,216,335,000 | 2,784,952,000 | 2,772,803,000 | 3,216,335,000 |
Accumulated impairment loss | 8,100,000 | 8,100,000 | 8,100,000 | 8,100,000 |
Impairment of goodwill | 0 | 0 | 0 | |
Commercial Solutions | ||||
Goodwill [Roll Forward] | ||||
Balance as of December 31, 2018 | 1,565,428,000 | 1,560,356,000 | ||
Business combinations | (14,453,000) | (204,000) | ||
Impact of foreign currency translation and other | 8,868,000 | 5,276,000 | ||
Balance as of December 31, 2019 | 1,559,843,000 | 1,565,428,000 | 1,560,356,000 | 1,559,843,000 |
Accumulated impairment loss | 8,000,000 | 8,000,000 | 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, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 1,774,764 | $ 1,659,369 |
Accumulated amortization | (841,239) | (686,288) |
Finite-lived intangible assets, net | 933,525 | 973,081 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,518,081 | 1,491,071 |
Accumulated amortization | (685,021) | (546,835) |
Finite-lived intangible assets, net | 833,060 | 944,236 |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 174,180 | 136,972 |
Accumulated amortization | (132,733) | (121,679) |
Finite-lived intangible assets, net | 41,447 | 15,293 |
Trade names and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 52,475 | 31,326 |
Accumulated amortization | (21,817) | (17,774) |
Finite-lived intangible assets, net | 30,658 | $ 13,552 |
Intellectual property (medical patent) | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 30,028 | |
Accumulated amortization | (1,668) | |
Finite-lived intangible assets, net | $ 28,360 |
Financial Statement Details -_4
Financial Statement Details - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
2021 | $ 157,394 | |
2022 | 146,757 | |
2023 | 139,140 | |
2024 | 132,510 | |
2025 | 118,510 | |
2026 and thereafter | 239,214 | |
Finite-lived intangible assets, net | $ 933,525 | $ 973,081 |
Financial Statement Details -_5
Financial Statement Details - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Compensation, including bonuses, fringe benefits, and payroll taxes | $ 255,042 | $ 195,604 |
Professional fees, investigator fees, and pass-through costs | 231,638 | 252,151 |
Income and other taxes | 28,890 | 17,295 |
Rebates to customers | 22,528 | 25,064 |
Interest rate swaps - current | 17,045 | 11,358 |
Restructuring and other costs, current portion | 5,830 | 5,750 |
Contingent tax-sharing obligations assumed through business combinations, current portion | 4,327 | 26,557 |
Other liabilities | 45,742 | 35,132 |
Total accrued expenses | $ 611,042 | $ 568,911 |
Financial Statement Details -_6
Financial Statement Details - Accumulated Other Comprehensive Loss, Net of Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 3,029,654 | $ 2,856,144 | $ 3,022,579 |
Other comprehensive income before reclassifications | (20,446) | (11,529) | (7,807) |
Balance at end of period | 3,242,112 | 3,029,654 | 2,856,144 |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (71,593) | (88,195) | (22,385) |
Balance at end of period | (40,801) | (71,593) | (88,195) |
Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (56,757) | (80,955) | |
Other comprehensive income before reclassifications | 34,717 | 24,198 | (61,035) |
Balance at end of period | (22,040) | (56,757) | (80,955) |
Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (14,836) | (7,240) | |
Other comprehensive income before reclassifications | (20,446) | (11,529) | |
Balance at end of period | (18,761) | (14,836) | (7,240) |
Reclassification adjustments | $ 16,521 | $ 3,933 | $ (818) |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive income before reclassifications | $ (20,446) | $ (11,529) | $ (7,807) |
Total other comprehensive income (loss), net of tax | 30,792 | 16,602 | (69,660) |
Total other comprehensive income (loss), net of tax | 30,792 | 16,602 | (69,660) |
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Foreign currency translation adjustments, before tax | 36,071 | 24,198 | (61,035) |
Income tax expense | (1,354) | ||
Other comprehensive income before reclassifications | 34,717 | 24,198 | (61,035) |
Derivative Instruments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Foreign currency translation adjustments, before tax | 7,201 | 2,777 | 770 |
Income tax expense | (5,807) | (655) | 12 |
Other comprehensive income before reclassifications | (20,446) | (11,529) | |
Unrealized loss during period, before tax | (27,647) | (14,306) | (8,577) |
Reclassification adjustment, before tax | 22,328 | 4,588 | (830) |
Reclassification adjustment, net of tax | 16,521 | 3,933 | (818) |
Total other comprehensive income (loss), net of tax | (3,925) | (7,596) | (8,625) |
Total other comprehensive income (loss), net of tax | $ (3,925) | $ (7,596) | $ (8,625) |
Financial Statement Details -_7
Financial Statement Details - Transaction and Integration-Related Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Professional fees | $ 30,059 | $ 34,538 | $ 56,230 |
Debt modification and related expenses | 76 | 5,396 | 1,726 |
Integration and personnel retention-related costs | 3,771 | 4,081 | 18,475 |
Fair value adjustment of contingent obligations | (3,664) | 17,260 | (11,590) |
Total transaction and integration-related expenses | $ 30,242 | $ 61,275 | $ 64,841 |
Financial Statement Details -_8
Financial Statement Details - Schedule of Other (Income) Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Net realized foreign currency loss (gain) | $ 3,175 | $ 11,853 | $ (10,452) |
Net unrealized foreign currency loss (gain) | 4,147 | 11,166 | (16,165) |
Gain on sale of business | (7,133) | ||
Equity investment (income) expense | (3,745) | 261 | (79) |
Other, net | 580 | 882 | (1,548) |
Total other (income) expense, net | $ (2,976) | $ 24,162 | $ (28,244) |
Financial Statement Details -_9
Financial Statement Details - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Cash paid for income taxes, net of refunds | $ 23,400 | $ 12,200 | $ 2,042 |
Cash paid for interest (excluding finance leases) | 83,690 | 129,756 | 131,827 |
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 business combinations | 4,353 | ||
Purchases of property and equipment included in liabilities | 31,736 | 20,052 | 14,075 |
Vehicles acquired through finance lease agreements | $ 20,203 | $ 37,701 | $ 30,374 |
Business Combinations and Div_3
Business Combinations and Divestitures - Narrative (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Dec. 17, 2020 | Dec. 09, 2020 | Aug. 31, 2018 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||
Name of acquired entity | Synteract | ||||||||
Goodwill | $ 4,776,178 | $ 4,776,178 | $ 4,350,380 | $ 4,333,159 | |||||
Business acquisition payment of cash | 456,455 | 712 | 90,890 | ||||||
Gain (loss) on divestiture | 7,133 | ||||||||
Related Party | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 4,000 | ||||||||
Clinical Solutions | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 3,216,335 | 3,216,335 | $ 2,784,952 | $ 2,772,803 | |||||
Divestiture, consideration received | 23,000 | 23,000 | |||||||
Cash consideration | 18,000 | ||||||||
Convertible notes | 5,000 | ||||||||
Gain (loss) on divestiture | 7,100 | ||||||||
Contingent consideration | $ 3,600 | $ 3,600 | |||||||
Synteract Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of Outstanding Shares Purchase | 100.00% | ||||||||
Date of Acquisition | Dec. 9, 2020 | ||||||||
Aggregate purchase price for the acquisition | $ 384,500 | ||||||||
Cash acquired | 28,000 | ||||||||
Goodwill | 355,939 | ||||||||
Synteract Acquisition | Clinical Solutions | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 355,900 | ||||||||
Illingworth Research Group Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of Acquisition | Dec. 17, 2020 | ||||||||
Aggregate purchase price for the acquisition | $ 80,400 | ||||||||
Cash acquired | 1,100 | ||||||||
Goodwill | 62,700 | ||||||||
Intangible assets | $ 21,500 | ||||||||
Illingworth Research Group Acquisition | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition payment of cash | $ 8,400 | ||||||||
Kinapse Topco Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price for the acquisition | $ 100,100 | ||||||||
Cash acquired | 4,900 | ||||||||
Goodwill | 74,600 | ||||||||
Intangible assets | $ 57,300 |
Business Combinations and Div_4
Business Combinations and Divestitures - Allocation of Consideration Transferred (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets acquired: | ||||
Goodwill | $ 4,776,178 | $ 4,350,380 | $ 4,333,159 | |
Synteract Acquisition | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 28,028 | |||
Accounts receivable and unbilled services | 49,209 | |||
Prepaid expenses and other current assets | 2,912 | |||
Property and equipment | 3,978 | |||
Operating lease right-of-use assets | 10,839 | |||
Other identifiable intangible assets | 56,400 | |||
Goodwill | 355,939 | |||
Other assets | 4,121 | |||
Total assets acquired | 511,426 | |||
Liabilities assumed: | ||||
Accounts payable and accrued expenses | 27,982 | |||
Deferred revenue | 46,385 | |||
Operating lease obligations | 15,693 | |||
Deferred income taxes, net | 7,762 | |||
Other liabilities | 1,127 | |||
Total liabilities assumed | 98,949 | |||
Net assets acquired | $ 412,477 |
Business Combinations and Div_5
Business Combinations and Divestitures - Preliminary Estimates of Fair Value of Intangible Assets and Estimated Useful Lives (Details) - Synteract Acquisition $ in Thousands | Dec. 09, 2020USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 56,400 |
Acquired backlog | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 37,200 |
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 |
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, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: Term loans original issuance discount | $ (3,500) | $ (4,928) |
Less: Unamortized deferred issuance costs | (12,716) | (7,116) |
Less: Current portion of debt | (58,125) | |
Total debt obligations, non-current portion | 2,902,054 | 2,550,395 |
3.625% Senior Unsecured Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Less: Term loans original issuance discount | (3,500) | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,318,270 | 2,620,564 |
Secured Debt | Term Loan A - tranche one due March 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 183,715 | 1,550,000 |
Secured Debt | Term Loan A - tranche two due August 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 1,273,991 | |
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 560,564 | 795,564 |
Secured Debt | Accounts receivable financing agreement due October 2022 | Accounts Receivable Securitization | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 300,000 | 275,000 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,918,270 | $ 2,620,564 |
Unsecured Debt | 3.625% Senior Unsecured Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 600,000 |
Long-Term Debt Obligations - Na
Long-Term Debt Obligations - Narrative (Details) - USD ($) | Aug. 01, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 24, 2020 |
Debt Instrument [Line Items] | |||||
Repayments of Long-term debt | $ 327,294,000 | $ 437,936,000 | $ 390,646,000 | ||
Proceeds from issuance of long-term debt, net of discount | $ 600,000,000 | 582,000,000 | |||
2017 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Potential annual dividend payments, percent of market capitalization | 5.00% | ||||
Minimum secured leverage ratio to exceed in order not to pay unlimited dividends | 3 | ||||
2017 Credit Agreement - Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Potential annual dividend payments, percent of net cash proceeds received by Company from any public offering | 6.00% | ||||
2017 Credit Agreement, Term Loan A and Revolving Credit Facility | December 31, 2017 through December 31, 2018 | |||||
Debt Instrument [Line Items] | |||||
Maximum first lien leverage ratio | 5 | ||||
2017 Credit Agreement, Term Loan A and Revolving Credit Facility | As of last day of each fiscal quarter ending from and after March 31, 2019 | |||||
Debt Instrument [Line Items] | |||||
Maximum first lien leverage ratio | 4.5 | ||||
3.625% Senior Unsecured Notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Percentage redeemed | 40.00% | ||||
Proceeds from issuance of long-term debt, net of discount | $ 592,500,000 | ||||
Debt redemption price percentage | 103.625% | ||||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due March 2024 | |||||
Debt Instrument [Line Items] | |||||
Repayments of Long-term debt | $ 53,500,000 | ||||
Principal payment | 38,800,000 | 12,500,000 | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due March 2024 | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Term loan facility | 1,550,000,000 | ||||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | |||||
Debt Instrument [Line Items] | |||||
Repayments of Long-term debt | 235,000,000 | $ 246,800,000 | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Term loan facility | 1,600,000,000 | ||||
Principal payment | $ 4,000,000 | ||||
Principal payment required (percentage of outstanding balance) | 0.25% | ||||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Revolving credit facility due August 2024 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity under accounts receivable financing agreement | $ 600,000,000 | ||||
Secured Debt | 2017 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Percentage of capital stock of certain controlled foreign subsidiaries securing debt obligation | 65.00% | ||||
Secured Debt | 2017 Credit Agreement | Federal Funds Effective Rate | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on variable rate (percent) | 0.50% | ||||
Secured Debt | 2017 Credit Agreement | Eurodollar Rate | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on variable rate (percent) | 1.00% | ||||
Secured Debt | 2017 Credit Agreement | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on variable rate (percent) | 0.00% | ||||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving credit facility due August 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.646% | ||||
Outstanding borrowings | $ 0 | ||||
Available borrowings | $ 584,000,000 | ||||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving credit facility due August 2024 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Quarterly commitment fee on average daily unused balance | 0.25% | ||||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving credit facility due August 2024 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Quarterly commitment fee on average daily unused balance | 0.375% | ||||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving credit facility due August 2024 | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on variable rate (percent) | 0.25% | ||||
Secured Debt | 2017 Credit Agreement - Revolving Credit Facility | Revolving credit facility due August 2024 | 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 under accounts receivable financing agreement | $ 150,000,000 | ||||
Outstanding borrowings | $ 16,000,000 | ||||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.896% | ||||
3.625% Senior Notes [Member] | 3.625% Senior Unsecured Notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Term loan facility | $ 600,000,000 |
Long-Term Debt Obligations - _2
Long-Term Debt Obligations - Schedule of Variable Rate Margins (Details) - Secured Debt | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | Term Loan A | Base Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 0.25% |
Minimum | Term Loan A | Eurocurrency Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 1.25% |
Minimum | Term Loan B | Base Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 0.75% |
Minimum | Term Loan B | Eurocurrency Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 1.75% |
Minimum | 2017 Credit Agreement - Revolving Credit Facility | Base Rate | Revolving credit facility due August 2024 | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 0.25% |
Minimum | 2017 Credit Agreement - Revolving Credit Facility | Eurocurrency Rate | Revolving credit facility due August 2024 | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 1.25% |
Maximum | Term Loan A | Base Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 0.50% |
Maximum | Term Loan A | Eurocurrency Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 1.50% |
Maximum | Term Loan B | Base Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 1.00% |
Maximum | Term Loan B | Eurocurrency Rate | Term Loan | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 2.00% |
Maximum | 2017 Credit Agreement - Revolving Credit Facility | Base Rate | Revolving credit facility due August 2024 | |
Debt Instrument [Line Items] | |
Applicable margin on variable rate (percent) | 0.50% |
Maximum | 2017 Credit Agreement - Revolving Credit Facility | Eurocurrency Rate | Revolving credit facility due August 2024 | |
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 ($) | Jan. 28, 2021 | Dec. 31, 2020 | Jan. 27, 2021 | Sep. 25, 2020 | Sep. 24, 2020 |
Debt Instrument [Line Items] | |||||
Line of credit facility, decrease, forgiveness | $ 65,000,000 | $ 25,000,000 | |||
Prepay notice, term | 1 day | ||||
Termination or reduction to limit notice, term | 15 days | ||||
Long-term debt | $ 2,902,054,000 | ||||
Voluntary prepayments on term loans | 65,000,000 | ||||
Accounts Receivable Securitization | Secured Debt | Accounts receivable financing agreement due September 2021 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 300,000,000 | ||||
Weighted average imputed interest rate | 1.40% | ||||
Subsidiaries | Accounts Receivable Securitization | Secured Debt | Accounts receivable financing agreement due October 2022 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity under accounts receivable financing agreement | $ 365,000,000 | $ 300,000,000 | $ 300,000,000 | $ 275,000,000 | |
Subsidiaries | Accounts Receivable Securitization | Secured Debt | Accounts receivable financing agreement due October 2022 | Federal Funds Rate | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on variable rate (percent) | 0.50% | ||||
Subsidiaries | Accounts Receivable Securitization | Secured Debt | Accounts receivable financing agreement due September 2021 | |||||
Debt Instrument [Line Items] | |||||
Available borrowings | $ 0 |
Long-Term Debt Obligations - Co
Long-Term Debt Obligations - Contractual Maturities of Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
2022 | $ 362,569 | |
2023 | 107,313 | |
2024 | 1,848,388 | |
2026 and thereafter | 600,000 | |
Less: Unamortized deferred issuance costs | (12,716) | $ (7,116) |
Less: Term loans original issuance discount | (3,500) | $ (4,928) |
Total | 2,902,054 | |
3.625% Senior Unsecured Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Less: Term loans original issuance discount | (3,500) | |
Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Less: Unamortized deferred issuance costs | $ (12,716) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | ||
Rental expense | $ 62.9 | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Lease, remaining lease term | 1 year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Lease, remaining lease term | 12 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Fixed lease costs | $ 53,531 | $ 63,215 |
Short-term lease costs | 2,930 | 1,531 |
Variable lease costs | 29,572 | 34,803 |
Total operating lease costs | 86,033 | 99,549 |
Amortization of right-of-use assets | 15,843 | 16,810 |
Interest on lease liabilities | 944 | 1,778 |
Variable lease costs | 6,321 | 7,795 |
Total finance lease costs | $ 23,108 | $ 26,383 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Property and equipment, gross | $ 63,985 | $ 70,440 |
Accumulated depreciation | (20,479) | (20,594) |
Property and equipment, net | 43,506 | 49,846 |
Current portion of finance lease obligations | 17,455 | 17,777 |
Finance lease long-term obligations | 31,522 | 36,914 |
Total finance lease liabilities | $ 48,977 | $ 54,691 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ (60,361) | $ (50,792) |
Operating cash flows for finance leases | (944) | (1,778) |
Financing cash flows for finance leases | (16,434) | (14,493) |
Right-of-use asset obtained in exchange for lease liability, Operating leases | 47,415 | 55,376 |
Right-of-use asset obtained in exchange for lease liability, Finance leases | 20,203 | 38,144 |
Lease obligations closed out in exchange for right-of-use asset, Operating leases | $ (2,834) | $ (1,214) |
Leases - Supplemental Cash Fl_2
Leases - Supplemental Cash Flow Information, Weighted Average (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted average remaining lease term, Operating lease | 7 years | 7 years |
Weighted average remaining lease term, Finance lease | 3 years | 3 years |
Weighted average discount rate, Operating leases | 4.80% | 5.00% |
Weighted average discount rate, Finance leases | 1.30% | 2.90% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 54,180 | |
2022 | 51,849 | |
2023 | 45,092 | |
2024 | 37,326 | |
2025 | 29,893 | |
2026 and thereafter | 99,031 | |
Total lease payments | 317,371 | |
Less: imputed interest | (53,529) | |
Total lease liabilities | 263,842 | |
Finance Leases | ||
2021 | 18,248 | |
2022 | 17,443 | |
2023 | 10,931 | |
2024 | 4,176 | |
2025 | 14 | |
Total lease payments | 50,812 | |
Less: management fee | (680) | |
Less: imputed interest | (1,155) | |
Total lease liabilities | 48,977 | $ 54,691 |
2021 | 72,428 | |
2022 | 69,292 | |
2023 | 56,023 | |
2024 | 41,502 | |
2025 | 29,907 | |
2026 and thereafter | 99,031 | |
Total lease payments | $ 368,183 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | 12 Months Ended | |||||||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2018intrestrateswap | Jun. 29, 2018USD ($) | Jun. 30, 2016USD ($) | |
Derivative [Line Items] | ||||||||
Notional amount | $ 905,600 | |||||||
Number of interest rate derivatives held | intrestrateswap | 2 | |||||||
Foreign Currency Forward Gain, Realized | (3,175,000) | $ (11,853,000) | $ 10,452,000 | |||||
Interest Rate Swaps, expiring on June 30, 2018 and May 14, 2020 | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | $ 300,000 | |||||||
Interest Rate Swap, expired December 31, 2018 | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | $ 1,220 | |||||||
Interest Rate Swap, expiring June 30, 2021 | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | $ 1,010 | |||||||
Interest Rate Swap, expiring March 31, 2023 | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | 603,200,000 | $ 549,200,000 | ||||||
Interest Rate Swap, expiring March 31, 2023 | Forecast | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | $ 1,420,000,000 | |||||||
Foreign Exchange Forward | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | 50,000,000 | |||||||
Foreign Currency Forward Gain, Realized | $ 1,500,000 |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Hedging Instruments on Consolidated Balance Sheets (Details) - Cash Flow Hedging - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset - current | $ 155 | |
Derivative liability | $ 22,617 | 17,453 |
Intrest rate swaps | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset - current | 155 | |
Intrest rate swaps | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - current | 17,045 | 11,358 |
Intrest rate swaps | Other Noncurrent Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - non-current | $ 5,572 | $ 6,095 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Trading securities | $ 22,950 | $ 21,552 |
Total assets | 31,615 | 28,933 |
Derivative instruments | 155 | |
Liabilities: | ||
Derivative instruments | 22,617 | 17,453 |
Contingent obligations related to business combinations | 6,793 | 37,324 |
Total liabilities | 29,410 | 54,777 |
Partnership Interest | ||
Assets: | ||
Partnership interest | 8,665 | 7,226 |
Level 1 | ||
Assets: | ||
Trading securities | 22,950 | 21,552 |
Total assets | 22,950 | 21,552 |
Level 2 | ||
Assets: | ||
Total assets | 155 | |
Derivative instruments | 155 | |
Liabilities: | ||
Derivative instruments | 22,617 | 17,453 |
Total liabilities | 22,617 | 17,453 |
Level 3 | ||
Liabilities: | ||
Contingent obligations related to business combinations | 6,793 | 37,324 |
Total liabilities | 6,793 | 37,324 |
Investments Measured at Net Asset Value | ||
Assets: | ||
Total assets | 8,665 | 7,226 |
Investments Measured at Net Asset Value | Partnership Interest | ||
Assets: | ||
Partnership interest | $ 8,665 | $ 7,226 |
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, 2020USD ($)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 | $ 14.1 |
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 | 3.00% |
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, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Balance at Beginning of period | $ 37,324 | $ 20,127 |
Changes in fair value recognized in earnings (a) | (3,897) | 17,375 |
Payments | (26,634) | (178) |
Balance at End of period | $ 6,793 | $ 37,324 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 |
Fair value liabilities transferred from level 1 to level 2 | 0 | 0 |
Fair value liabilities transferred from level 2 to level 1 | 0 | 0 |
Fair value assets transferred into level 3 | 0 | 0 |
Fair value assets transferred out of level 3 | 0 | 0 |
Fair value liabilities transferred into level 3 | 0 | 0 |
Fair value liabilities transferred out of level 3 | 0 | 0 |
Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Goodwill and identifiable intangible assets | $ 5,710,000 | $ 5,320,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due March 2024 | Level 2 | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | $ 1,454,575 | $ 1,545,721 |
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due March 2024 | Level 2 | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 1,452,239 | 1,550,000 |
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Level 2 | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | 560,194 | 794,915 |
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Level 2 | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 560,144 | $ 795,564 |
Unsecured Debt | 3.625% Senior Unsecured Notes due 2029 (inclusive of unamortized discount) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate | 3.625% |
Restructuring and Other Costs -
Restructuring and Other Costs - Merger Related Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | $ 26,730 | $ 17,166 | $ 8,122 |
Employee severance and benefit costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | 25,370 | 13,214 | 5,410 |
Facility and lease termination costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | 580 | 3,262 | 1,567 |
Other merger-related costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | 780 | 690 | 1,145 |
Inventiv | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | 2,684 | 24,969 | 42,671 |
Inventiv | Employee severance and benefit costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | 951 | 12,029 | 18,021 |
Inventiv | Facility and lease termination costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | $ 1,733 | $ 12,940 | 24,090 |
Inventiv | Other merger-related costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | $ 560 |
Restructuring and Other Costs_2
Restructuring and Other Costs - Non-Merger Related Restructuring and Other Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | $ 26,730 | $ 17,166 | $ 8,122 |
Employee severance and benefit costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | 25,370 | 13,214 | 5,410 |
Facility and lease termination costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | 580 | 3,262 | 1,567 |
Other merger-related costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Total Merger-related restructuring and other costs | $ 780 | $ 690 | $ 1,145 |
Restructuring and Other Costs_3
Restructuring and Other Costs - Schedule of Restructuring and Related Costs (Details) - Business Restructuring Reserves - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning of the period | $ 5,381 | $ 4,587 | $ 9,076 |
Balance at the end of the period | 7,615 | 5,381 | 4,587 |
Business exit costs and (gain) loss on termination of lease | 2,300 | 9,500 | |
Other Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Other restructuring expenses, non-cash | 0 | 6,700 | 4,000 |
Business Restructuring Reserves | |||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning of the period | 5,750 | 24,287 | |
Adoption of ASC 842 | (16,761) | ||
Expenses incurred | 27,112 | 25,933 | |
Cash payments made | (27,032) | (27,709) | |
Balance at the end of the period | 5,830 | 5,750 | 24,287 |
Business Restructuring Reserves | Employee Severance Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning of the period | 5,728 | 7,474 | |
Expenses incurred | 26,321 | 25,243 | |
Cash payments made | (26,219) | (26,989) | |
Balance at the end of the period | 5,830 | 5,728 | 7,474 |
Business Restructuring Reserves | Facility and lease termination costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning of the period | 16,761 | ||
Adoption of ASC 842 | (16,761) | ||
Balance at the end of the period | 16,761 | ||
Business Restructuring Reserves | Other Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Balance at the beginning of the period | 22 | 52 | |
Expenses incurred | 791 | 690 | |
Cash payments made | $ (813) | (720) | |
Balance at the end of the period | $ 22 | $ 52 |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Common Stock Outstanding (Details) - Common Stock - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common stock shares, beginning balance | 103,866 | 103,372 | 104,436 |
Repurchases of common stock | (1,256) | (1,323) | (1,973) |
Issuances of common stock | 1,325 | 1,817 | 909 |
Common stock shares, ending balance | 103,935 | 103,866 | 103,372 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020USD ($)NumberOfVote$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 05, 2019USD ($) | Feb. 26, 2018USD ($) | |
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 | ||
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 | ||||
Stock repurchased during period, shares | shares | 506,244 | ||||
Stock repurchased during period, value | $ 30,000 | ||||
Number of votes | NumberOfVote | 1 | ||||
Class B common stock, conversion ratio | 1 | ||||
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 ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
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, 2020 | |
Class of Stock [Line Items] | ||||||||||
Stock repurchased (in shares) | 150,000 | 506,244 | 600,000 | 141,100 | 509,100 | 120,600 | 552,100 | 1,024,400 | 948,100 | 4,551,644 |
Stock repurchased, average price paid per share (USD per share) | $ 54.14 | $ 59.26 | $ 53.38 | $ 49.93 | $ 45.29 | $ 41.40 | $ 39.16 | $ 36.60 | $ 39.55 | |
Stock repurchase program, shares purchased, value | $ 8,122 | $ 30,000 | $ 32,029 | $ 7,045 | $ 23,055 | $ 4,993 | $ 21,623 | $ 37,492 | $ 37,493 | $ 201,852 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Stock by Class (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 103,935,000 | 103,866,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Shares Outstanding: | ||
Common stock shares outstanding (in shares) | 103,934,738 | 103,865,770 |
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) | 103,934,738 | 103,865,770 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net income | $ 192,787 | $ 131,258 | $ 24,284 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Basic weighted average common shares outstanding (in shares) | 104,168 | 103,618 | 103,414 |
Effect of dilutive securities: | |||
Stock options and other awards under deferred share-based compensation programs (in shares) | 1,297 | 1,387 | 1,287 |
Diluted weighted average common shares outstanding (in shares) | 105,465 | 105,005 | 104,701 |
Earnings per share: | |||
Basic (USD per share) | $ 1.85 | $ 1.27 | $ 0.23 |
Diluted (USD per share) | $ 1.83 | $ 1.25 | $ 0.23 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Anti-dillutive shares outstanding excluded from the computation of diluted earnings per share | 582,760 | 277,128 | 744,445 |
Income Taxes - Components of In
Income Taxes - Components of Income before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 122,659 | $ (17,066) | $ (26,263) |
Foreign | 80,999 | 118,775 | 83,521 |
Income before provision for income taxes | $ 203,658 | $ 101,709 | $ 57,258 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Federal income taxes: | |||
Current | $ (15,537) | $ (13,952) | $ 19,949 |
Deferred | 10,188 | (11,693) | (3,081) |
Foreign income taxes: | |||
Current | 16,019 | 21,452 | 10,398 |
Deferred | (3,106) | (2,206) | (2,382) |
State income taxes: | |||
Current | 14,229 | 2,850 | 2,387 |
Deferred | (10,922) | (26,000) | 5,703 |
Income tax expense (benefit) | $ 10,871 | $ (29,549) | $ 32,974 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Accumulated foreign earnings | $ 712,900 | |||
Foreign earnings previously taxed in the US, intended to be permanently reinvested | 324,900 | |||
Foreign earnings previously taxed in the US, intended to be repatriated | 388,000 | |||
Undistributed foreign earnings | $ 10,912 | $ 3,366 | ||
Federal tax rate | 21.00% | |||
Valuation allowance increase (decrease) | $ 16,200 | (66,200) | ||
Charged (credited) to income tax expense | 14,500 | (68,500) | ||
Foreign currency exchange | 1,400 | 2,300 | ||
Gross unrecognized tax benefits | 9,033 | 23,238 | $ 19,245 | $ 43,678 |
Accrued income tax interest and penalties | 2,800 | 6,400 | ||
Amount of interest and penalties recognized in income tax expense (benefit) associated with unrecognized tax benefits | (3,700) | 2,100 | ||
Decrease in unrecognized tax benefits | 1,300 | |||
Research and Development Credit Carry Forwards | Canada Revenue Agency | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Canadian research and development credit carry forwards | 56,700 | 48,500 | ||
Valuation allowance, Canadian research and development credit carry forwards | 56,700 | 48,500 | ||
Domestic Tax Authority | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Operating loss carryforwards | $ 260,600 | $ 569,500 | ||
Operating loss carryforwards, expiration year | 2029 | 2029 | ||
State and Local Jurisdiction | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Operating loss carryforwards | $ 821,000 | $ 1,040,000 | ||
Foreign Tax Authority | ||||
Condensed Balance Sheet Statements Captions [Line Items] | ||||
Operating loss carryforwards | $ 80,100 | $ 85,800 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Tax Disclosure [Abstract] | ||||
Expected income tax expense (benefit) at statutory rate | $ 42,768 | $ 21,359 | $ 12,024 | |
Change in income tax expense resulting from: | ||||
Foreign income inclusion | 6,013 | 39,557 | 20,916 | |
Foreign earnings reinvestment assertion reversal | 5,071 | (3,823) | ||
Changes in income tax valuation allowance (all jurisdictions) | 14,503 | (68,537) | (15,228) | |
Change in fair value of contingent obligations | (769) | 3,625 | (2,434) | |
Share-based compensation | (2,800) | 1,094 | 2,677 | |
Research and general business tax credits | [1] | (12,872) | (1,871) | (10,937) |
State and local taxes, net of federal benefit | 6,924 | (9,085) | 7,715 | |
Capital loss carryforward | [2] | (16,506) | ||
Foreign rate differential | (1,777) | (3,595) | (4,071) | |
Changes in reserve for uncertain tax positions including interest | (18,839) | 5,393 | (1,190) | |
Provision to tax return and other deferred tax adjustments | (12,325) | (6,950) | 12,251 | |
Gain on sale of business | (2,350) | |||
Base erosion and anti-abuse tax | (15,054) | 15,054 | ||
Federal rate change | (1,226) | |||
Nondeductible executive compensation | 367 | 1,802 | 159 | |
Other, net | 3,463 | 2,713 | 1,087 | |
Income tax expense (benefit) | $ 10,871 | $ (29,549) | $ 32,974 | |
[1] | Year ended December 31, 2020 is offset by $9.4 million in valuation allowances. | |||
[2] | Year ended December 31, 2020 is offset by $16.5 million in valuation allowances. |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation Allowance [Line Items] | |||
Balance at the beginning of the period | $ 5,381 | $ 4,587 | $ 9,076 |
Deferred tax assets assumed through business combinations | 479 | ||
Deferred tax assets released through business dispositions | (271) | ||
Charged (credited) to income tax expense | 14,500 | (68,500) | |
Foreign currency exchange | 1,400 | 2,300 | |
Balance at the end of the period | 7,615 | 5,381 | 4,587 |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset | |||
Valuation Allowance [Line Items] | |||
Balance at the beginning of the period | 84,159 | 150,316 | 159,646 |
Charged (credited) to income tax expense | 14,503 | (68,537) | (15,228) |
Charged (credited) to equity | 42 | 11,848 | |
Foreign currency exchange | 1,440 | 2,338 | (5,950) |
Balance at the end of the period | $ 100,310 | $ 84,159 | $ 150,316 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating losses | $ 122,018 | $ 199,002 |
Tax credits | 58,603 | 51,273 |
Deferred revenue | 77,138 | 13,598 |
Employee compensation and other benefits | 29,048 | 27,287 |
Allowance for doubtful accounts | 1,739 | 1,091 |
Lease obligations | 57,142 | 64,114 |
Accrued expenses | 6,526 | 8,508 |
Prepaid royalty | 3,451 | 6,525 |
Capital loss carryforward | 20,157 | |
Interest limitation carryforwards | 20,219 | 15,624 |
Other | 7,913 | 10,154 |
Total deferred tax assets | 403,954 | 397,176 |
Less: valuation allowance | (100,310) | (84,159) |
Net deferred tax assets | 303,644 | 313,017 |
Deferred tax liabilities: | ||
Undistributed foreign earnings | (10,912) | (3,366) |
Right of use asset | (49,316) | (57,055) |
Depreciation and amortization | (226,170) | (226,252) |
Other | (2,404) | (433) |
Total deferred tax liabilities | (288,802) | (287,106) |
Net deferred tax assets | $ 14,842 | $ 25,911 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits balance at December 31, 2017 | $ 23,238 | $ 19,245 | $ 43,678 |
Increases for tax positions in the current year | 254 | 2,222 | 673 |
Increases for tax positions of prior years | 3,237 | 2,255 | 344 |
Decreases for tax positions in prior year | (2,540) | (440) | (25,309) |
Impact of foreign currency translation | (44) | (141) | |
Impact of foreign currency translation | 132 | ||
Lapse of statute limitations | (15,288) | ||
Unrecognized tax benefits balance at December 31, 2018 | $ 9,033 | $ 23,238 | $ 19,245 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Unsatisfied performance obligations under contracts with a contract term greater than one year | $ 7,200 |
Revenue recognized, included in contract liabilities balance at beginning of period | 498.5 |
Increase (decrease) in revenue recognized, allocated to performance obligation partially satisfied in previous periods | $ 66.8 |
Minimum | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Contract term | 1 year |
Maximum | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Contract term | 5 years |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Revenue | $ 4,415,777 | $ 4,675,815 | $ 4,390,116 |
Direct costs (exclusive of depreciation and amortization) | 3,398,142 | 3,645,905 | 3,434,310 |
Selling, general, and administrative expenses | 442,484 | 446,281 | 406,305 |
Operating income (loss) | 293,143 | 237,754 | 160,182 |
Share-based compensation expense | 58,491 | 55,193 | 34,323 |
Restructuring and other costs | 29,414 | 42,135 | 50,793 |
Transaction and integration-related expenses | 30,242 | 61,275 | 64,841 |
Direct costs | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 31,347 | 29,011 | 19,330 |
Selling, general, and administrative expenses | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 27,144 | 26,182 | 14,902 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Direct costs (exclusive of depreciation and amortization) | 3,366,795 | 3,616,894 | 3,414,980 |
Selling, general, and administrative expenses | 366,342 | 367,932 | 352,714 |
Operating income (loss) | 682,640 | 690,989 | 622,422 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Selling, general, and administrative expenses | 48,998 | 52,167 | 38,689 |
Restructuring and other costs | 29,414 | 42,135 | 50,793 |
Transaction and integration-related expenses | 30,242 | 61,275 | 64,841 |
Depreciation and amortization | 222,352 | 242,465 | 273,685 |
Corporate | Direct costs | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 31,347 | 29,011 | 19,330 |
Corporate | Selling, general, and administrative expenses | |||
Segment Reporting Information [Line Items] | |||
Share-based compensation expense | 27,144 | 26,182 | 14,902 |
Clinical Solutions | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 3,306,736 | 3,421,596 | 3,211,202 |
Direct costs (exclusive of depreciation and amortization) | 2,493,453 | 2,616,249 | 2,477,920 |
Selling, general, and administrative expenses | 277,775 | 275,645 | 266,381 |
Operating income (loss) | 535,508 | 529,702 | 466,901 |
Commercial Solutions | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,109,041 | 1,254,219 | 1,178,914 |
Direct costs (exclusive of depreciation and amortization) | 873,342 | 1,000,645 | 937,060 |
Selling, general, and administrative expenses | 88,567 | 92,287 | 86,333 |
Operating income (loss) | $ 147,132 | $ 161,287 | $ 155,521 |
Operations by Geographic Loca_3
Operations by Geographic Location - Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues by Geographic Location | |||
Revenue | $ 4,415,777 | $ 4,675,815 | $ 4,390,116 |
North America | |||
Revenues by Geographic Location | |||
Revenue | 2,791,590 | 3,079,608 | 2,974,330 |
Europe, Middle East, and Africa | |||
Revenues by Geographic Location | |||
Revenue | 1,059,968 | 1,055,007 | 955,882 |
Asia-Pacific | |||
Revenues by Geographic Location | |||
Revenue | 465,116 | 444,819 | 375,351 |
Latin America | |||
Revenues by Geographic Location | |||
Revenue | 99,103 | 96,381 | 84,553 |
United States | |||
Revenues by Geographic Location | |||
Revenue | $ 2,640,000 | $ 2,930,000 | $ 2,820,000 |
United States | Geographic Concentration Risk | Net Service Revenue | |||
Revenues by Geographic Location | |||
Concentration risk percentage | 59.90% | 62.70% | 64.30% |
Operations by Geographic Loca_4
Operations by Geographic Location - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | $ 216,200 | $ 203,926 |
North America | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 161,531 | 159,709 |
Europe, Middle East, and Africa | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 38,745 | 28,514 |
Asia-Pacific | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 11,167 | 12,742 |
Latin America | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 4,757 | 2,961 |
United States | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | $ 156,000 | $ 153,100 |
Concentration of Credit Risk -
Concentration of Credit Risk - Narrative (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Service Revenue | |||
Concentration Risk | |||
Concentration risk percentage | 10.00% | 10.00% | 11.00% |
Accounts Receivable | |||
Concentration Risk | |||
Concentration risk percentage | 10.00% | 10.00% |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018Customer | Dec. 31, 2018Counterparty | |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 1,800,000 | $ 400,000 | $ 400,000 | ||
Potential future cash consideration, in exchange of sale of company's contingent staffing business to related party | 3,664,000 | (17,260,000) | 11,590,000 | ||
Number of counterparties | 2 | 2 | |||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Incurred professional service costs, related party | $ 1,100,000 | $ 3,500,000 | |||
Board of Directors | |||||
Related Party Transaction [Line Items] | |||||
Receivables from related party | 1,300,000 | ||||
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Potential future cash consideration, in exchange of sale of company's contingent staffing business to related party | $ 4,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Jan. 30, 2018numberOfAction | Dec. 01, 2017numberOfAction | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to business combinations | $ 6,793 | $ 37,324 | |||
InVentiv Merger | Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to business combinations | $ 6,800 | 32,700 | |||
Kinapse Topco Limited | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to business combinations | $ 0 | $ 4,600 | |||
Pending Litigation | Bermudez and Vaitkuviene Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of actions taken by plaintiff | numberOfAction | 2 | ||||
Number of plaintiffs | numberOfAction | 2 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2020USD ($)Planshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
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 | 4,188,878 | |||
Share-based compensation expense | $ 58,491,000 | $ 55,193,000 | $ 34,323,000 | |
Stock options granted | shares | 0 | |||
Total intrinsic value of options exercised | $ 12,700,000 | 20,300,000 | 9,200,000 | |
Income tax benefit recognized for stock-based compensation arrangements | 11,800,000 | 10,800,000 | 1,700,000 | |
Stock options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to non-vested stock options | 0 | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to RSU's | $ 62,400 | |||
Weighted average period of recognition (in years) | 1 year 9 months 18 days | |||
2014 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
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 | 10.00% | |||
Discount from market price of common stock, offering date | 15.00% | |||
Share-based compensation expense | $ 5,800,000 | $ 6,500,000 | $ 5,700,000 | |
Shares issued (in shares) | shares | 1,262,184 | |||
Shares available for future grants (in shares) | shares | 2,237,816 | |||
Maximum | 2014 Equity Incentive Plan | Stock options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expiration term | 10 years |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Valuation Assumptions (Details) - ESPP | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility - minimum | 27.70% | 39.10% | 32.30% |
Expected volatility - maximum | 55.10% | 51.90% | 69.30% |
Risk-free interest rate - minimum | 0.13% | 1.88% | 1.85% |
Risk-free interest rate - maximum | 0.95% | 2.52% | 2.28% |
Expected term (in years) | 6 years | 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, 2020USD ($)$ / sharesshares | |
Common Stock | |
Aggregate Intrinsic Value (in thousands)(a) | |
Share price (in USD per share) | $ 68.13 |
Stock options | |
Number of Options | |
Outstanding at December 31, 2019 (in shares) | shares | 984,177 |
Exercised (in shares) | shares | (319,562) |
Forfeited (in shares) | shares | (1,056) |
Outstanding at December 31, 2020 (in shares) | shares | 663,559 |
Vested and expected to vest at December 31, 2020 (in shares) | shares | 663,559 |
Exercisable at December 31, 2020 (in shares) | shares | 663,559 |
Weighted Average Exercise Price | |
Outstanding at December 31, 2019 (in usd per share) | $ 28.01 |
Exercised (in usd per share) | 23.58 |
Forfeited (in usd per share) | 41.26 |
Outstanding at December 31, 2020 (in usd per share) | 30.12 |
Vested and expected to vest at December 31, 2020 (in usd per share) | 30.12 |
Exercisable at December 31, 2020 (in usd per share) | $ 30.12 |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding at December 31, 2020 (in years) | 4 years 5 months 23 days |
Vested and expected to vest at December 31, 2020 (in years) | 4 years 5 months 23 days |
Exercisable at December 31, 2020 (in years) | 4 years 5 months 23 days |
Aggregate Intrinsic Value (in thousands)(a) | |
Outstanding at December 31, 2020 (in usd) | $ | $ 25,220 |
Vested and expected to vest at December 31, 2020 (in usd) | $ | 25,220 |
Exercisable at December 31, 2020 (in usd) | $ | $ 25,220 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | ||
Non-vested at December 31, 2019 (in shares) | 2,371,381 | 2,551,376 |
Granted (in shares) | 1,118,467 | |
Vested (in shares) | (990,770) | |
Forfeited (in shares) | (307,692) | |
Weighted Average Grant Date Fair Value | ||
Non-vested at December 31, 2019 (in usd per share) | $ 51.40 | $ 43.48 |
Granted (in usd per share) | 62.17 | |
Vested (in usd per share) | 43.37 | |
Forfeited (in usd per share) | $ 50.30 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 58,491 | $ 55,193 | $ 34,323 |
Direct costs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 31,347 | 29,011 | 19,330 |
Selling, general, and administrative expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 27,144 | $ 26,182 | 14,902 |
Restructuring and other costs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 91 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Contributions to Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |||
Total defined contribution retirement plan contributions | $ 15,049 | $ 29,834 | $ 24,801 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Compensation Arrangement [Line Items] | ||
Deferred compensation liabilities | $ 22.3 | $ 21.2 |
Minimum | ||
Deferred Compensation Arrangement [Line Items] | ||
Allowable deferred amount, salary, percent | 1.00% | |
Allowable deferred amount, commissions, percent | 1.00% | |
Maximum | ||
Deferred Compensation Arrangement [Line Items] | ||
Allowable deferred amount, salary, percent | 80.00% | |
Allowable deferred amount, commissions, percent | 100.00% | |
Foreign Plan | ||
Deferred Compensation Arrangement [Line Items] | ||
Employer contribution amount | $ 18.4 | $ 10 |