Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 20, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | INC Research Holdings, Inc. | |
Entity Central Index Key | 1,610,950 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 54,181,239 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Net service revenue | $ 258,087 | $ 258,804 | $ 510,165 | $ 507,801 |
Reimbursable out-of-pocket expenses | 133,048 | 140,843 | 262,888 | 304,933 |
Total revenue | 391,135 | 399,647 | 773,053 | 812,734 |
Costs and operating expenses: | ||||
Direct costs (exclusive of depreciation and amortization) | 162,010 | 159,497 | 316,845 | 311,555 |
Reimbursable out-of-pocket expenses | 133,048 | 140,843 | 262,888 | 304,933 |
Selling, general, and administrative | 42,531 | 42,596 | 87,465 | 86,075 |
Restructuring, CEO transition, and other costs | 4,029 | 1,364 | 5,956 | 7,402 |
Transaction expenses | 23,739 | 1,169 | 23,741 | 1,730 |
Depreciation | 6,066 | 5,060 | 12,230 | 9,952 |
Amortization | 9,462 | 9,463 | 18,926 | 18,924 |
Total operating expenses | 380,885 | 359,992 | 728,051 | 740,571 |
Income from operations | 10,250 | 39,655 | 45,002 | 72,163 |
Other (expense) income, net: | ||||
Interest income | 152 | 43 | 264 | 77 |
Interest expense | (3,286) | (3,087) | (6,386) | (6,091) |
Other expense, net | (6,754) | (3,260) | (10,211) | (8,377) |
Total other (expense) income, net | (9,888) | (6,304) | (16,333) | (14,391) |
Income before provision for income taxes | 362 | 33,351 | 28,669 | 57,772 |
Income tax benefit (expense) | 3,027 | (2,948) | (4,093) | (9,964) |
Net income | $ 3,389 | $ 30,403 | $ 24,576 | $ 47,808 |
Earnings per share: | ||||
Basic (USD per share) | $ 0.06 | $ 0.56 | $ 0.45 | $ 0.88 |
Diluted (USD per share) | $ 0.06 | $ 0.54 | $ 0.45 | $ 0.85 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 54,123 | 54,298 | 54,069 | 54,127 |
Diluted (in shares) | 55,307 | 56,078 | 55,215 | 55,970 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 3,389 | $ 30,403 | $ 24,576 | $ 47,808 |
Unrealized losses on derivative instruments, net of income tax benefit of $178, $241, $91, and $241, respectively | (283) | (923) | (133) | (923) |
Foreign currency translation adjustments | 7,486 | (1,269) | 12,332 | 4,067 |
Comprehensive income | $ 10,592 | $ 28,211 | $ 36,775 | $ 50,952 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized losses on derivative instruments, income tax benefit | $ 178 | $ 241 | $ 91 | $ 241 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 169,654 | $ 102,471 |
Restricted cash | 636 | 607 |
Accounts receivable billed, net | 223,447 | 211,476 |
Accounts receivable unbilled | 151,086 | 173,873 |
Prepaid expenses and other current assets | 37,904 | 34,202 |
Total current assets | 582,727 | 522,629 |
Property and equipment, net | 58,558 | 58,306 |
Goodwill | 553,158 | 552,502 |
Intangible assets, net | 95,610 | 114,486 |
Deferred income taxes | 26,551 | 14,726 |
Other long-term assets | 19,655 | 25,858 |
Total assets | 1,336,259 | 1,288,507 |
Current liabilities: | ||
Accounts payable | 26,731 | 23,693 |
Accrued liabilities | 158,169 | 153,559 |
Deferred revenue | 298,573 | 277,600 |
Current portion of long-term debt | 23,750 | 11,875 |
Total current liabilities | 507,223 | 466,727 |
Long-term debt, less current portion | 449,258 | 485,849 |
Deferred income taxes | 316 | 8,295 |
Other long-term liabilities | 26,024 | 26,163 |
Total liabilities | 982,821 | 987,034 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value; 600,000,000 shares authorized, 54,179,374 and 53,762,786 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 542 | 538 |
Additional paid-in capital | 590,371 | 573,176 |
Accumulated other comprehensive loss, net of taxes | (30,051) | (42,250) |
Accumulated deficit | (207,424) | (229,991) |
Total shareholders' equity | 353,438 | 301,473 |
Total liabilities and shareholders' equity | $ 1,336,259 | $ 1,288,507 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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) | 54,179,374 | 53,762,786 |
Common stock shares outstanding (in shares) | 54,179,374 | 53,762,786 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 24,576 | $ 47,808 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 31,156 | 28,876 |
Amortization of capitalized loan fees | 402 | 524 |
Share-based compensation | 12,048 | 5,887 |
Provision for doubtful accounts | 158 | 1,098 |
Benefit from deferred income taxes | (9,081) | (5,331) |
Foreign currency adjustments | 5,882 | 13,593 |
Other non-cash items | 700 | 137 |
Changes in operating assets and liabilities: | ||
Billed and unbilled accounts receivable | 17,912 | (61,062) |
Accounts payable and accrued expenses | 8,694 | 4,070 |
Deferred revenue | 13,956 | 5,921 |
Other assets and liabilities | (7,979) | 2,855 |
Net cash provided by operating activities | 98,424 | 44,376 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (15,974) | (11,490) |
Net cash used in investing activities | (15,974) | (11,490) |
Cash flows from financing activities: | ||
Proceeds from revolving line of credit | 15,000 | 15,000 |
Repayments of revolving line of credit | (40,000) | (45,000) |
Proceeds from exercise of stock options | 6,251 | 9,125 |
Payments related to tax withholding for share-based compensation | (1,179) | (37) |
Net cash used in financing activities | (19,928) | (20,912) |
Effect of exchange rate changes on cash and cash equivalents | 4,661 | (5,069) |
Net increase in cash and cash equivalents | 67,183 | 6,905 |
Cash and cash equivalents, beginning of period | 102,471 | 85,011 |
Cash and cash equivalents, end of period | $ 169,654 | $ 91,916 |
Basis of Presentation and Chang
Basis of Presentation and Changes in Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Changes in Significant Accounting Policies | Basis of Presentation and Changes in Significant Accounting Policies Nature of Operations INC Research Holdings, Inc. (the “Company”) is a global Contract Research Organization (“CRO”). The Company derives its revenue from providing an integrated suite of therapeutically aligned investigative site support and clinical development services focused on Phase I to Phase IV stages of clinical trials. The Company’s customers include large, mid-sized, and small companies in the pharmaceutical, biotechnology, and medical device industries. Merger On May 10 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with inVentiv Health, Inc.’s parent company, Double Eagle Parent, Inc., a Delaware corporation (“inVentiv”), pursuant to which inVentiv will merge with and into the Company (the “Merger”), with the Company surviving the Merger. For additional information related to the Merger, see Note 3 - Business Combinations . Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America 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 fair value of goodwill and intangible assets and their potential impairment, useful lives of tangible and intangible assets, allowances for doubtful accounts, potential future outcomes of events for which income tax consequences have been recognized in our consolidated financial statements or tax returns, valuation of allowances for deferred tax assets, fair value of share-based compensation and its amortization period, loss contingencies, fair value of derivative instruments and related hedge effectiveness, and judgments related to revenue recognition, among others. The Company evaluates its estimates and assumptions on an ongoing basis and bases its estimates on 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 materially from these estimates and assumptions. Unaudited Interim Financial Information The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017 . The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017 or any other future period. The amounts in the consolidated condensed balance sheet as of December 31, 2016 are derived from the amounts in the audited consolidated balance sheet as of December 31, 2016 . Recently Adopted Accounting Standards Income Taxes. Effective January 1, 2017, the Company elected to early adopt Accounting Standard Update (“ASU”) No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory . Under the updated accounting guidance the Company recognizes income tax consequences immediately when the transfer of an inter-entity asset other than inventory occurs across jurisdictions rather than deferring the tax effects of those transactions until a transfer is made to a third party. The Company adopted this standard using the modified retrospective approach and recorded a cumulative-effect adjustment as of January 1, 2017. As a result, for the period ended June 30, 2017, the Company recorded (i) a reduction in prepaid income taxes of $11.7 million , (ii) a net increase in deferred income tax assets of $9.7 million , and (iii) a decrease in retained earnings of $2.0 million . Prior periods have not been adjusted. Recently Issued Accounting Standards Not Yet Adopted Leases. In February 2016, the Financial Accounting Standards board (“FASB”) issued ASU No. 2016-02, Leases . ASU 2016-02 requires organizations to recognize lease assets and lease liabilities on the balance sheet, including leases that were previously classified as operating leases. The ASU also requires additional disclosures about leasing arrangements related to the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments is permitted and the new guidance will be applied using a modified retrospective approach. The Company is reassessing the impact of adopting this standard in light of the Merger discussed further in Note 3 - Business Combinations and plans to complete the re-assessment during the second half of 2017. Revenue from Contracts with Customers. In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 eliminates transaction- and industry-specific revenue recognition guidance under current GAAP and replaces it with a single principles based model for determining revenue recognition. ASU 2014-09 requires that companies recognize revenue when a customer obtains control of promised goods or services. Revenue will be recognized in the amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The standard also requires disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and changes in judgments, as well as assets recognized from costs incurred to obtain or fulfill a contract. FASB issued several amendments to the standard, including clarifications on principal versus agent considerations, identifying performance obligations, disclosure of prior-period performance obligations and accounting for licenses of intellectual property. For public entities, the standard is effective for reporting periods beginning after December 15, 2017. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities can adopt the standard either retrospectively to each period presented (full retrospective approach), or retrospectively with the cumulative effect of initially applying the guidance recognized as of the date of adoption (modified retrospective or cumulative effect approach). The Company has made progress toward completing its evaluation of the potential changes from adopting this new standard on its financial reporting and disclosures, drafting accounting policies, and designing changes to business processes, controls, and systems. The Company expects to change its method of recognizing revenue for the majority of its contracts with customers from an outputs-based methodology to an inputs-based methodology. Additionally, the Company expects that the majority of its contracts will have a single performance obligation. The Company continues to evaluate questions relating to (i) the timing of recognizing contracts and modifications in contract backlog, (ii) the timing and quantification of variable components of estimated service revenue, and (iii) the selection of the appropriate inputs to be used in the calculation of service delivery as well as the financial impact of adopting this standard. The Company expects to complete these evaluations in the second half of 2017 and expects to adopt the new standard effective January 1, 2018 using the modified retrospective approach. |
Financial Statement Details
Financial Statement Details | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Billed accounts receivable, net Billed accounts receivable, net consisted of the following (in thousands): June 30, 2017 December 31, 2016 Billed accounts receivable $ 229,448 $ 217,360 Allowance for doubtful accounts (6,001 ) (5,884 ) Billed accounts receivable, net $ 223,447 $ 211,476 Goodwill Changes in carrying amount of goodwill by segment for the six months ended June 30, 2017 were as follows (in thousands): Total Clinical Phase I Balance at December 31, 2016: Gross carrying amount $ 568,668 $ 560,526 $ 8,142 Accumulated impairment losses (16,166 ) (8,024 ) (8,142 ) Goodwill net of accumulated impairment losses 552,502 552,502 — 2017 Activity: Impact of foreign currency translation 656 656 — Balance at June 30, 2017: Gross carrying amount 569,324 561,182 8,142 Accumulated impairment losses (16,166 ) (8,024 ) (8,142 ) Goodwill net of accumulated impairment losses $ 553,158 $ 553,158 $ — Accumulated other comprehensive loss, net of tax Accumulated other comprehensive loss, net of tax, consisted of the following (in thousands): June 30, 2017 December 31, 2016 Foreign currency translation adjustments $ (31,024 ) $ (43,356 ) Unrealized gains on derivative instruments, net of tax 973 1,106 Accumulated other comprehensive loss, net of tax $ (30,051 ) $ (42,250 ) Changes in accumulated other comprehensive loss, net of tax for the three months ended June 30, 2017 were as follows (in thousands): Unrealized gain on derivative instruments, net of tax Foreign currency translation adjustments Total Balance at March 31, 2017 $ 1,256 $ (38,510 ) $ (37,254 ) Other comprehensive (loss) gain before reclassifications (166 ) 7,486 7,320 Amount of gain reclassified from accumulated other comprehensive loss into statement of operations (117 ) — (117 ) Net current period other comprehensive (loss) gain, net of tax (283 ) 7,486 7,203 Balance at June 30, 2017 $ 973 $ (31,024 ) $ (30,051 ) Changes in accumulated other comprehensive loss, net of tax for the six months ended June 30, 2017 were as follows (in thousands): Unrealized gain on derivative instruments, net of tax Foreign currency translation adjustments Total Balance at December 31, 2016 $ 1,106 $ (43,356 ) $ (42,250 ) Other comprehensive (loss) gain before reclassifications 27 12,332 $ 12,359 Amount of gain reclassified from accumulated other comprehensive loss into statement of operations (160 ) — $ (160 ) Net current period other comprehensive (loss) gain, net of tax (133 ) 12,332 $ 12,199 Balance at June 30, 2017 $ 973 $ (31,024 ) $ (30,051 ) Unrealized gains on derivative instruments represent the effective portion of gains associated with interest rate swaps designated as cash flow hedges of the variable interest rate exposure of the Company’s term loan. The Company reclassifies these gains into net income as it makes interest payments on its term loan. Amounts to be reclassified to net income in the next 12 months are expected to be immaterial. The tax effects allocated to each component of other comprehensive income for the three months ended June 30, 2017 were as follows (in thousands): Before-Tax Amount Tax (Expense) or Benefit Net-of-Tax Amount Foreign currency translation adjustments (a) $ 7,486 $ — $ 7,486 Unrealized (loss) gain on derivative instruments: Unrealized (loss) arising during period (271 ) 105 (166 ) Reclassification adjustment for gains realized in net income (190 ) 73 (117 ) Net unrealized (loss) (461 ) 178 (283 ) Other comprehensive income $ 7,025 $ 178 $ 7,203 (a) Income taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are intended to be held indefinitely. The tax effects allocated to each component of other comprehensive income for the six months ended June 30, 2017 were as follows (in thousands): Before-Tax Amount Tax (Expense) or Benefit Net-of-Tax Amount Foreign currency translation adjustments (a) $ 12,332 $ — $ 12,332 Unrealized (loss) gain on derivative instruments: Unrealized gains arising during period 34 (7 ) 27 Reclassification adjustment for gains realized in net income (258 ) 98 (160 ) Net unrealized (loss) (224 ) 91 (133 ) Other comprehensive income $ 12,108 $ 91 $ 12,199 (a) Income taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are intended to be held indefinitely. Other (expense) income, net Other (expense) income, net consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net realized foreign currency (loss) gain $ (3,482 ) $ 2,592 $ (4,152 ) $ 5,462 Net unrealized foreign currency loss (3,175 ) (5,820 ) (5,882 ) (13,593 ) Other, net (97 ) (32 ) (177 ) (246 ) Total other (expense) income, net $ (6,754 ) $ (3,260 ) $ (10,211 ) $ (8,377 ) |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On May 10, 2017, the Company entered into the Merger Agreement with inVentiv, pursuant to which inVentiv will merge with and into the Company, with the Company surviving the Merger. Subject to the terms and conditions of the Merger Agreement, the aggregate merger consideration to be paid in respect of all outstanding shares of inVentiv’s common stock, par value $0.0001 per share, inVentiv options and inVentiv restricted stock units shall be approximately 50.0 million diluted shares of the Company’s common stock and the Company’s assumption of approximately $2.4 billion in net debt, which it intends to refinance at closing. Additionally, the Company has received credit facility commitments for a $1.0 billion Term Loan A, a $1.6 billion Term Loan B, and a $500.0 million revolver. The Company intends to use the proceeds from these credit facilities to (i) repay the Company’s current credit facility, (ii) repay inVentiv’s debt except for $405.0 million in existing senior notes which are due in 2024, and (iii) pay for transaction related costs. Consummation of the Merger is subject to various conditions, including, among others (i) the requisite vote approving the Merger Agreement by the Company’s and inVentiv’s respective shareholders, (ii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) obtaining consents from the competition regulatory authorities in certain other jurisdictions. All applicable regulatory approvals have been received and the Company’s shareholders are scheduled to vote on July 31, 2017. Subject to shareholder approval, the Company expects the Merger to be completed in August 2017. In May 2017, in connection with the Merger, the Company entered into retention agreements with certain key employees. Under these retention agreements, cash retention payments will be made immediately at the closing of the Merger and at the end of the nine -month period following the closing of the Merger. For the six months ended June 30, 2017 , the Company recognized $5.1 million of expenses and expects to incur approximately $10.1 million of additional expenses related to these agreements through the nine -month period following the closing of the Merger. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Leases | Leases In January 2017, the Company entered into a 12 -year lease for its new corporate headquarters building in Morrisville, North Carolina, where it intends to relocate all employees from its two existing locations in Raleigh, North Carolina. In June 2017, this lease was amended to add additional office space and extend the term of the lease to 13 years. The Company expects the construction of the new building to be completed in late-2018 and anticipates completing its relocation efforts prior to the current leases expiring in early 2019. Additionally, in February 2017, the Company entered into a new 11 -year lease agreement for new office space in Farnborough, United Kingdom, which is near its existing Camberley, United Kingdom site. The Company also anticipates completing its relocation efforts prior to the Camberley lease expiring in 2018. Lease payments are subject to increases as specified in the lease agreements. As of June 30, 2017 , future minimum lease payments under non-cancellable operating leases for the fiscal years following December 31, 2016 are summarized as follows (in thousands): Fiscal Year Operating Leases 2017 (remaining 6 months) $ 12,298 2018 17,092 2019 16,487 2020 13,698 2021 12,045 2022 and thereafter 81,944 Total minimum payments $ 153,564 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments In May 2016, the Company entered into interest rate swap agreements with a combined notional value of $300.0 million in an effort to limit its exposure to variable interest rates on its term loan. Interest began accruing on the interest rate swaps on June 30, 2016, and the swaps will mature on June 30, 2018 and May 14, 2020. The material terms of these agreements are substantially the same as those contained within the credit agreement, including monthly settlements with the swap counterparty. The interest rate swaps have been designated as cash flow hedges because these transactions were executed to manage the Company’s exposure to variable interest rate movements and their impact on future interest payments. The effective portion of changes in fair value of derivative instruments that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified to net income in the period the hedged transaction is recognized in earnings. The ineffective portion of the change in fair value of derivative instruments is recognized as non-operating income or expense immediately when incurred and included in the “Interest expense” line item in the accompanying unaudited condensed consolidated statements of operations. The cash flows from derivative instruments designated as cash flow hedges are classified in the same category as the cash flows from the hedged items in the consolidated statements of cash flows. The amount of hedge ineffectiveness recorded in net income during the three and six months ended June 30, 2017 was immaterial and was attributable to the inconsistencies in certain terms between the interest rate swaps and the credit agreement. The fair values of the Company’s interest rate swaps designated as hedging instruments and the line items on the accompanying unaudited condensed consolidated balance sheets at the end of each period were as follows (in thousands): Balance Sheet Classification June 30, 2017 December 31, 2016 Interest rate swaps - current Prepaid expenses and other current assets $ 829 $ 461 Interest rate swaps - non-current Other long-term assets $ 1,126 $ 1,717 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Carried at Fair Value As of June 30, 2017 , the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, outstanding debt, and interest rate derivative instruments. The fair value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximates their respective carrying amounts because of the liquidity and short-term nature of these financial instruments. The estimated fair value of the outstanding long-term debt was determined based on the market prices for similar financial instruments or model-derived valuations based on observable inputs. As of June 30, 2017 , the estimated fair value of the outstanding long-term debt was approximately $475.0 million and this liability was considered to be a Level 2 fair value measurement. On July 24, 2017, the Company made a voluntary prepayment of $30.0 million on the term loan which will be applied against the regularly-scheduled quarterly principal payments. This prepayment reduced the outstanding balance under the term loan to $445.0 million . Recurring Fair Value Measurements The fair value of interest rate swap derivative instruments is determined using the market standard methodology of discounted future variable cash receipts. The variable cash receipts are determined by discounting the future expected cash receipts that would occur if variable interest rates rise above the fixed rate of the swaps. The variable interest rates used in the calculation of projected receipts on the swap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As of June 30, 2017 , the fair value of the interest rate swap derivative instruments was approximately $2.0 million and these derivative instruments were considered Level 2 fair value measurements. As of June 30, 2017 , the Company did not have any assets or liabilities subject to recurring measurement that were considered Level 3 fair value measurements (which require the use of significant unobservable inputs). During the six months ended June 30, 2017 there were no transfers between Level 1, Level 2 or Level 3 fair value measurements. Non-Recurring Fair Value Measurements Certain assets, including goodwill and identifiable intangible assets, are carried on the accompanying unaudited condensed consolidated balance sheets at cost and are remeasured to fair value on a non-recurring basis. These assets are classified as Level 3 fair value measurements within the fair value hierarchy. Goodwill and indefinite-lived intangible assets, net are tested for impairment annually or more frequently if events or changes in circumstances indicate a triggering event has occurred. The Company tests finite-lived intangible assets for impairment upon the occurrence of certain triggering events. |
Restructuring, CEO Transition,
Restructuring, CEO Transition, and Other Costs | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, CEO Transition, and Other Costs | Restructuring, CEO Transition, and Other Costs In July 2016, the Company entered into a transition agreement with its former Chief Executive Officer (“CEO”) related to his transition from the position of CEO effective October 1, 2016, and subsequent services to be rendered through his separation date of February 28, 2017. Payments under this agreement are expected to be made through August 2018. In addition, in September 2016, the Company entered into retention agreements with certain key employees coinciding with the CEO transition for retention periods of up to one year. For the six months ended June 30, 2017 , the Company recognized $0.8 million of costs associated with these retention agreements and expects to make payments of $0.9 million related to these agreements in September 2017. In addition, during the six months ended June 30, 2017 , the Company recognized approximately $2.4 million of employee severance costs in an effort to optimize its workforce worldwide. For the six months ended June 30, 2017 , the Company incurred $1.0 million of facility closure and lease costs related to the Company’s focus on optimizing its resources worldwide. Additionally, during the six months ended June 30, 2017 , the Company incurred $0.8 million of consulting costs related to the continued consolidation of its legal entities and restructuring of its contract management process to meet the requirements of upcoming accounting regulation changes and $1.0 million of other costs. The following table summarizes activity related to the liabilities associated with restructuring, CEO transition, and other costs during the six months ended June 30, 2017 (in thousands): Employee Severance Costs, Including Executive Transition Costs Facility Closure and Lease Costs Other Costs Total Balance at December 31, 2016 $ 4,695 $ 3,817 $ 80 $ 8,592 Restructuring charges incurred (a) 3,178 1,026 1,101 5,305 Cash payments made (3,483 ) (1,698 ) (1,091 ) (6,272 ) Balance at June 30, 2017 $ 4,390 $ 3,145 $ 90 $ 7,625 (a) Total restructuring, CEO transition, and other costs for the six months ended June 30, 2017 include $0.7 million of other non-cash expenses that were not recorded as a restructuring liability and are therefore excluded from the rollforward above. Liabilities associated with these costs are included in the “Accrued liabilities” and “Other long-term liabilities” line items in the accompanying unaudited condensed consolidated balance sheets. Costs recognized in net income during the period related to these activities are included in the “Restructuring, CEO transition, and other costs” line item in the unaudited condensed consolidated statements of operations. These costs are not allocated to the Company’s reportable segments because they are not part of the segment performance measures regularly reviewed by management. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during the period. A reconciliation of the numerators and denominators of the basic and diluted per share computations of common stock based on the Company’s consolidated earnings is as follows (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income $ 3,389 $ 30,403 $ 24,576 $ 47,808 Denominator: Basic weighted average common shares outstanding 54,123 54,298 54,069 54,127 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,184 1,780 1,146 1,843 Diluted weighted average common shares outstanding 55,307 56,078 55,215 55,970 Earnings per share: Basic $ 0.06 $ 0.56 $ 0.45 $ 0.88 Diluted $ 0.06 $ 0.54 $ 0.45 $ 0.85 Potential common shares outstanding that are considered antidilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock options and other awards under deferred share-based compensation programs may be determined to be antidilutive based on the application of the treasury stock method. Potential common shares are also considered antidilutive in the event of net loss from operations. The number of potential shares outstanding that were considered antidilutive using the treasury stock method and were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Antidilutive stock options and other awards 431 751 670 816 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Restricted Stock Units Awards The following table summarizes the number of outstanding RSUs and activity as of and during the six months ended June 30, 2017 : Number of Shares Weighted Average Non-vested at December 31, 2016 708,695 Granted 509,855 $ 51.88 Vested (81,840 ) Forfeited (30,174 ) Non-vested at June 30, 2017 1,106,536 Employee Stock Purchase Plan The Company recognized share-based compensation expense of $0.4 million and $0.8 million under the 2016 Employee Stock Purchase Plan (“ESPP”) for the three and six months ended June 30, 2017 , respectively. As of June 30, 2017 , there were 60,237 shares issued and 939,763 shares reserved for future issuance under the ESPP. Share-based Compensation Expense The amount of share-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Income Statement Classification 2017 2016 2017 2016 Direct costs $ 2,954 $ 1,283 $ 5,667 $ 2,542 Selling, general, and administrative expenses 3,275 1,788 6,381 3,345 Total share-based compensation expense $ 6,229 $ 3,071 $ 12,048 $ 5,887 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and six months ended June 30, 2017 , the Company recorded an income tax benefit of $3.0 million and an income tax expense of $4.1 million , respectively, compared to pre-tax income of $0.4 million and $28.7 million , respectively. The income tax benefit for the three months ended June 30, 2017 is primarily attributable to the recognition of favorable discrete adjustments related to (i) foreign currency exchange losses associated with foreign branch dividend distributions of $2.2 million , and (ii) excess tax benefits on share-based compensation of $0.8 million . The Company’s effective tax rate for the three and six months ended June 30, 2017 was lower than the U.S. federal statutory income tax rate primarily due to the benefit from the discrete tax items discussed above, as well as reductions of income tax expense resulting from (i) the relative amount of income from operations earned in international jurisdictions with lower statutory income tax rates compared to the United States, and (ii) recognition of research tax credits generated during the period. For the three and six months ended June 30, 2016 , the Company recorded income tax expense of $2.9 million and $10.0 million , respectively, compared to a pre-tax income of $33.4 million and $57.8 million , respectively. The effective tax rate for the three and six months ended June 30, 2016 was lower than the U.S. federal statutory income tax rate primarily due to reductions of income tax expense resulting from (i) relative amount of income from operations earned in international jurisdictions with lower statutory income tax rates than the U.S., (ii) discrete tax adjustments related to foreign exchange losses associated with historical foreign branch transactions of $1.5 million , and (iii) discrete tax adjustments related to excess tax benefits on share-based compensation of $6.7 million and $8.0 million , respectively. The Company’s gross unrecognized tax benefits, exclusive of associated interest and penalties, were $15.5 million and $15.7 million , respectively, as of June 30, 2017 and December 31, 2016 , all of which would impact the Company’s effective income tax rate if recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income tax expense. As of June 30, 2017 and December 31, 2016 , accrued interest and accrued penalties totaled $0.3 million and $0.1 million , respectively. Effective January 1, 2017, the Company adopted new guidance under ASU No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory. For additional discussion of the new guidance, see Note 1 - Basis of Presentation and Changes in Significant Accounting Policies to the accompanying unaudited condensed consolidated financial statements. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company is managed through two reportable segments: Clinical Development Services and Phase I Services. Clinical Development Services offers a variety of services, including full-service global studies, as well as ancillary services such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, and specialized consulting services. Phase I Services focuses on clinical development services for Phase I trials that include scientific exploratory medicine, first-in-human studies through proof-of-concept stages, and support for Phase I studies in established compounds. The Company’s Chief Operating Decision Maker (“CODM”) reviews segment performance and allocates resources based upon segment revenue and segment contribution margin. Inter-segment revenue is eliminated from the segment reporting presented to the CODM and is not included in the segment revenue presented in the table below. Revenue, direct costs, and contribution margin for each of the Company’s segments were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue: Clinical Development Services $ 254,394 $ 254,178 $ 504,121 $ 500,151 Phase I Services 3,693 4,626 6,044 7,650 Segment revenue 258,087 258,804 510,165 507,801 Reimbursable out-of-pocket expenses not allocated to segments 133,048 140,843 262,888 304,933 Total revenue $ 391,135 $ 399,647 $ 773,053 $ 812,734 Direct costs: Clinical Development Services $ 159,404 $ 156,303 $ 312,024 $ 305,617 Phase I Services 2,606 3,194 4,821 5,938 Segment direct costs 162,010 159,497 316,845 311,555 Reimbursable out-of-pocket expenses not allocated to segments 133,048 140,843 262,888 304,933 Direct costs and reimbursable out-of-pocket expenses $ 295,058 $ 300,340 $ 579,733 $ 616,488 Segment contribution margin: Clinical Development Services $ 94,990 $ 97,875 $ 192,097 $ 194,534 Phase I Services 1,087 1,432 1,223 1,712 Segment contribution margin 96,077 99,307 193,320 196,246 Less expenses not allocated to segments: Selling, general, and administrative 42,531 42,596 87,465 86,075 Restructuring, CEO transition and other costs 4,029 1,364 5,956 7,402 Transaction expenses 23,739 1,169 23,741 1,730 Depreciation and amortization 15,528 14,523 31,156 28,876 Consolidated income from operations $ 10,250 $ 39,655 $ 45,002 $ 72,163 The CODM reviews the Company’s assets on a consolidated basis. The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance or allocating resources. |
Operations by Geographic Locati
Operations by Geographic Location | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Operations by Geographic Location | Operations by Geographic Location The Company conducts operations in North America, Europe, Middle East and Africa, Asia-Pacific, and Latin America through wholly-owned subsidiaries and representative sales offices. The Company attributes net service revenue to geographical locations based upon the location of the customer (i.e., the location to which the Company invoices the end customer). Total revenue by geographic area was as follows (in thousands, all intercompany transactions have been eliminated): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue: North America (a) $ 200,023 $ 200,938 $ 384,311 $ 384,505 Europe, Middle East and Africa 46,660 51,782 103,921 110,998 Asia-Pacific 11,404 6,081 21,933 12,282 Latin America — 3 — 16 Total net service revenue 258,087 258,804 510,165 507,801 Reimbursable-out-of-pocket expenses 133,048 140,843 262,888 304,933 Total revenue $ 391,135 $ 399,647 $ 773,053 $ 812,734 (a) Net service revenue for the North America region includes revenue attributable to the United States of $193.9 million and $194.1 million , or 75.1% and 75.0% of net service revenue, for the three months ended June 30, 2017 and June 30, 2016 , respectively. Net service revenue for the North America region includes revenue attributable to the United States of $372.6 million and $373.7 million , or 73.0% and 73.6% of net service revenue, for the six months ended June 30, 2017 and June 30, 2016 , respectively. No other country represented more than 10% of net service revenue for any period. Long-lived assets by geographic area for each period were as follows (in thousands): June 30, 2017 December 31, 2016 Property and equipment, net: North America (a) $ 36,572 $ 41,057 Europe, Middle East and Africa (b) 14,728 11,235 Asia-Pacific 6,405 5,101 Latin America 853 913 Total property and equipment, net $ 58,558 $ 58,306 (a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $36.2 million and $40.6 million as of June 30, 2017 and December 31, 2016 , respectively. (b) Long-lived assets for the Europe, Middle East, and Africa region include property and equipment, net attributable to Germany of $6.4 million as of June 30, 2017 . |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash depository accounts with several financial institutions worldwide and is exposed to credit risk related to 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 June 30, 2017 , the amount of cash and cash equivalents held outside the Unites States by the Company’s foreign subsidiaries was $120.7 million , or 71.1% of the total consolidated cash and cash equivalents balance. For the three months ended June 30, 2016 , various subsidiaries of one customer accounted for 11% of total consolidated net service revenue. No single customer accounted for greater than 10% total consolidated net service revenue for the three and six months ended June 30, 2017 or the six months ended June 30, 2016 . As of June 30, 2017 and December 31, 2016 , no single customer accounted for greater than 10% of billed and unbilled trade accounts receivable balances. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions For the three and six months ended June 30, 2016 , the Company recorded net service revenue of $0.1 million and $0.3 million , respectively, from a customer who had a significant shareholder who was also a significant shareholder of the Company through August 2016. There were no related party transactions for the three and six months ended June 30, 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company periodically becomes involved in various claims and lawsuits that are incidental to its business. While the outcome of these matters could differ from management’s expectations, the Company does not believe the resolution of these matters will have a material effect upon the Company’s financial statements. The Company is self-insured for certain losses relating to health insurance claims for the majority of its employees located within the United States. The Company purchases stop-loss coverage from third-party insurance carriers to limit individual or aggregate loss exposure with respect to the Company’s health insurance claims. Accrued insurance liabilities and related expenses are based on estimates of claims incurred but not reported. As of June 30, 2017 and December 31, 2016 , the Company had accrued self-insurance reserves of $2.7 million and $3.6 million , respectively. In July 2016, the Company announced a $150.0 million stock repurchase program, which commenced on August 1, 2016 and was scheduled to end no later than December 31, 2017. On July 23, 2017 , the Company’s board of directors terminated the repurchase program. |
Basis of Presentation and Cha23
Basis of Presentation and Changes in Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America 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 fair value of goodwill and intangible assets and their potential impairment, useful lives of tangible and intangible assets, allowances for doubtful accounts, potential future outcomes of events for which income tax consequences have been recognized in our consolidated financial statements or tax returns, valuation of allowances for deferred tax assets, fair value of share-based compensation and its amortization period, loss contingencies, fair value of derivative instruments and related hedge effectiveness, and judgments related to revenue recognition, among others. The Company evaluates its estimates and assumptions on an ongoing basis and bases its estimates on 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 materially from these estimates and assumptions. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017 . The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017 or any other future period. The amounts in the consolidated condensed balance sheet as of December 31, 2016 are derived from the amounts in the audited consolidated balance sheet as of December 31, 2016 . |
Income Taxes | Income Taxes. Effective January 1, 2017, the Company elected to early adopt Accounting Standard Update (“ASU”) No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory . Under the updated accounting guidance the Company recognizes income tax consequences immediately when the transfer of an inter-entity asset other than inventory occurs across jurisdictions rather than deferring the tax effects of those transactions until a transfer is made to a third party. The Company adopted this standard using the modified retrospective approach and recorded a cumulative-effect adjustment as of January 1, 2017. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted Leases. In February 2016, the Financial Accounting Standards board (“FASB”) issued ASU No. 2016-02, Leases . ASU 2016-02 requires organizations to recognize lease assets and lease liabilities on the balance sheet, including leases that were previously classified as operating leases. The ASU also requires additional disclosures about leasing arrangements related to the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments is permitted and the new guidance will be applied using a modified retrospective approach. The Company is reassessing the impact of adopting this standard in light of the Merger discussed further in Note 3 - Business Combinations and plans to complete the re-assessment during the second half of 2017. Revenue from Contracts with Customers. In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 eliminates transaction- and industry-specific revenue recognition guidance under current GAAP and replaces it with a single principles based model for determining revenue recognition. ASU 2014-09 requires that companies recognize revenue when a customer obtains control of promised goods or services. Revenue will be recognized in the amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The standard also requires disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and changes in judgments, as well as assets recognized from costs incurred to obtain or fulfill a contract. FASB issued several amendments to the standard, including clarifications on principal versus agent considerations, identifying performance obligations, disclosure of prior-period performance obligations and accounting for licenses of intellectual property. For public entities, the standard is effective for reporting periods beginning after December 15, 2017. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities can adopt the standard either retrospectively to each period presented (full retrospective approach), or retrospectively with the cumulative effect of initially applying the guidance recognized as of the date of adoption (modified retrospective or cumulative effect approach). The Company has made progress toward completing its evaluation of the potential changes from adopting this new standard on its financial reporting and disclosures, drafting accounting policies, and designing changes to business processes, controls, and systems. The Company expects to change its method of recognizing revenue for the majority of its contracts with customers from an outputs-based methodology to an inputs-based methodology. Additionally, the Company expects that the majority of its contracts will have a single performance obligation. The Company continues to evaluate questions relating to (i) the timing of recognizing contracts and modifications in contract backlog, (ii) the timing and quantification of variable components of estimated service revenue, and (iii) the selection of the appropriate inputs to be used in the calculation of service delivery as well as the financial impact of adopting this standard. The Company expects to complete these evaluations in the second half of 2017 and expects to adopt the new standard effective January 1, 2018 using the modified retrospective approach. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Billed Accounts Receivable, Net | Billed accounts receivable, net consisted of the following (in thousands): June 30, 2017 December 31, 2016 Billed accounts receivable $ 229,448 $ 217,360 Allowance for doubtful accounts (6,001 ) (5,884 ) Billed accounts receivable, net $ 223,447 $ 211,476 |
Schedule of Goodwill | Changes in carrying amount of goodwill by segment for the six months ended June 30, 2017 were as follows (in thousands): Total Clinical Phase I Balance at December 31, 2016: Gross carrying amount $ 568,668 $ 560,526 $ 8,142 Accumulated impairment losses (16,166 ) (8,024 ) (8,142 ) Goodwill net of accumulated impairment losses 552,502 552,502 — 2017 Activity: Impact of foreign currency translation 656 656 — Balance at June 30, 2017: Gross carrying amount 569,324 561,182 8,142 Accumulated impairment losses (16,166 ) (8,024 ) (8,142 ) Goodwill net of accumulated impairment losses $ 553,158 $ 553,158 $ — |
Schedule of Accumulated Other Comprehensive Loss, Net of Taxes | Accumulated other comprehensive loss, net of tax, consisted of the following (in thousands): June 30, 2017 December 31, 2016 Foreign currency translation adjustments $ (31,024 ) $ (43,356 ) Unrealized gains on derivative instruments, net of tax 973 1,106 Accumulated other comprehensive loss, net of tax $ (30,051 ) $ (42,250 ) Changes in accumulated other comprehensive loss, net of tax for the three months ended June 30, 2017 were as follows (in thousands): Unrealized gain on derivative instruments, net of tax Foreign currency translation adjustments Total Balance at March 31, 2017 $ 1,256 $ (38,510 ) $ (37,254 ) Other comprehensive (loss) gain before reclassifications (166 ) 7,486 7,320 Amount of gain reclassified from accumulated other comprehensive loss into statement of operations (117 ) — (117 ) Net current period other comprehensive (loss) gain, net of tax (283 ) 7,486 7,203 Balance at June 30, 2017 $ 973 $ (31,024 ) $ (30,051 ) Changes in accumulated other comprehensive loss, net of tax for the six months ended June 30, 2017 were as follows (in thousands): Unrealized gain on derivative instruments, net of tax Foreign currency translation adjustments Total Balance at December 31, 2016 $ 1,106 $ (43,356 ) $ (42,250 ) Other comprehensive (loss) gain before reclassifications 27 12,332 $ 12,359 Amount of gain reclassified from accumulated other comprehensive loss into statement of operations (160 ) — $ (160 ) Net current period other comprehensive (loss) gain, net of tax (133 ) 12,332 $ 12,199 Balance at June 30, 2017 $ 973 $ (31,024 ) $ (30,051 ) |
Reclassification out of Accumulated Other Comprehensive Loss | The tax effects allocated to each component of other comprehensive income for the three months ended June 30, 2017 were as follows (in thousands): Before-Tax Amount Tax (Expense) or Benefit Net-of-Tax Amount Foreign currency translation adjustments (a) $ 7,486 $ — $ 7,486 Unrealized (loss) gain on derivative instruments: Unrealized (loss) arising during period (271 ) 105 (166 ) Reclassification adjustment for gains realized in net income (190 ) 73 (117 ) Net unrealized (loss) (461 ) 178 (283 ) Other comprehensive income $ 7,025 $ 178 $ 7,203 (a) Income taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are intended to be held indefinitely. The tax effects allocated to each component of other comprehensive income for the six months ended June 30, 2017 were as follows (in thousands): Before-Tax Amount Tax (Expense) or Benefit Net-of-Tax Amount Foreign currency translation adjustments (a) $ 12,332 $ — $ 12,332 Unrealized (loss) gain on derivative instruments: Unrealized gains arising during period 34 (7 ) 27 Reclassification adjustment for gains realized in net income (258 ) 98 (160 ) Net unrealized (loss) (224 ) 91 (133 ) Other comprehensive income $ 12,108 $ 91 $ 12,199 (a) Income taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are intended to be held indefinitely. |
Schedule of Other (Expense) Income, Net | Other (expense) income, net consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net realized foreign currency (loss) gain $ (3,482 ) $ 2,592 $ (4,152 ) $ 5,462 Net unrealized foreign currency loss (3,175 ) (5,820 ) (5,882 ) (13,593 ) Other, net (97 ) (32 ) (177 ) (246 ) Total other (expense) income, net $ (6,754 ) $ (3,260 ) $ (10,211 ) $ (8,377 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | As of June 30, 2017 , future minimum lease payments under non-cancellable operating leases for the fiscal years following December 31, 2016 are summarized as follows (in thousands): Fiscal Year Operating Leases 2017 (remaining 6 months) $ 12,298 2018 17,092 2019 16,487 2020 13,698 2021 12,045 2022 and thereafter 81,944 Total minimum payments $ 153,564 |
Derivative Financial Instrume26
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps Designated as Hedging Instruments on the Consolidated Balance Sheets | The fair values of the Company’s interest rate swaps designated as hedging instruments and the line items on the accompanying unaudited condensed consolidated balance sheets at the end of each period were as follows (in thousands): Balance Sheet Classification June 30, 2017 December 31, 2016 Interest rate swaps - current Prepaid expenses and other current assets $ 829 $ 461 Interest rate swaps - non-current Other long-term assets $ 1,126 $ 1,717 |
Restructuring, CEO Transition27
Restructuring, CEO Transition, and Other Costs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table summarizes activity related to the liabilities associated with restructuring, CEO transition, and other costs during the six months ended June 30, 2017 (in thousands): Employee Severance Costs, Including Executive Transition Costs Facility Closure and Lease Costs Other Costs Total Balance at December 31, 2016 $ 4,695 $ 3,817 $ 80 $ 8,592 Restructuring charges incurred (a) 3,178 1,026 1,101 5,305 Cash payments made (3,483 ) (1,698 ) (1,091 ) (6,272 ) Balance at June 30, 2017 $ 4,390 $ 3,145 $ 90 $ 7,625 (a) Total restructuring, CEO transition, and other costs for the six months ended June 30, 2017 include $0.7 million of other non-cash expenses that were not recorded as a restructuring liability and are therefore excluded from the rollforward above. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerators and denominators of the basic and diluted per share computations of common stock based on the Company’s consolidated earnings is as follows (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Net income $ 3,389 $ 30,403 $ 24,576 $ 47,808 Denominator: Basic weighted average common shares outstanding 54,123 54,298 54,069 54,127 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,184 1,780 1,146 1,843 Diluted weighted average common shares outstanding 55,307 56,078 55,215 55,970 Earnings per share: Basic $ 0.06 $ 0.56 $ 0.45 $ 0.88 Diluted $ 0.06 $ 0.54 $ 0.45 $ 0.85 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of potential shares outstanding that were considered antidilutive using the treasury stock method and were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Antidilutive stock options and other awards 431 751 670 816 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Units Activity | The following table summarizes the number of outstanding RSUs and activity as of and during the six months ended June 30, 2017 : Number of Shares Weighted Average Non-vested at December 31, 2016 708,695 Granted 509,855 $ 51.88 Vested (81,840 ) Forfeited (30,174 ) Non-vested at June 30, 2017 1,106,536 |
Summary of Share-Based Compensation Expense Recognized in Statements of Operations | The amount of share-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Income Statement Classification 2017 2016 2017 2016 Direct costs $ 2,954 $ 1,283 $ 5,667 $ 2,542 Selling, general, and administrative expenses 3,275 1,788 6,381 3,345 Total share-based compensation expense $ 6,229 $ 3,071 $ 12,048 $ 5,887 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Revenue, direct costs, and contribution margin for each of the Company’s segments were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue: Clinical Development Services $ 254,394 $ 254,178 $ 504,121 $ 500,151 Phase I Services 3,693 4,626 6,044 7,650 Segment revenue 258,087 258,804 510,165 507,801 Reimbursable out-of-pocket expenses not allocated to segments 133,048 140,843 262,888 304,933 Total revenue $ 391,135 $ 399,647 $ 773,053 $ 812,734 Direct costs: Clinical Development Services $ 159,404 $ 156,303 $ 312,024 $ 305,617 Phase I Services 2,606 3,194 4,821 5,938 Segment direct costs 162,010 159,497 316,845 311,555 Reimbursable out-of-pocket expenses not allocated to segments 133,048 140,843 262,888 304,933 Direct costs and reimbursable out-of-pocket expenses $ 295,058 $ 300,340 $ 579,733 $ 616,488 Segment contribution margin: Clinical Development Services $ 94,990 $ 97,875 $ 192,097 $ 194,534 Phase I Services 1,087 1,432 1,223 1,712 Segment contribution margin 96,077 99,307 193,320 196,246 Less expenses not allocated to segments: Selling, general, and administrative 42,531 42,596 87,465 86,075 Restructuring, CEO transition and other costs 4,029 1,364 5,956 7,402 Transaction expenses 23,739 1,169 23,741 1,730 Depreciation and amortization 15,528 14,523 31,156 28,876 Consolidated income from operations $ 10,250 $ 39,655 $ 45,002 $ 72,163 |
Operations by Geographic Loca31
Operations by Geographic Location (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Total Revenue by Geographic Area | Total revenue by geographic area was as follows (in thousands, all intercompany transactions have been eliminated): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue: North America (a) $ 200,023 $ 200,938 $ 384,311 $ 384,505 Europe, Middle East and Africa 46,660 51,782 103,921 110,998 Asia-Pacific 11,404 6,081 21,933 12,282 Latin America — 3 — 16 Total net service revenue 258,087 258,804 510,165 507,801 Reimbursable-out-of-pocket expenses 133,048 140,843 262,888 304,933 Total revenue $ 391,135 $ 399,647 $ 773,053 $ 812,734 (a) Net service revenue for the North America region includes revenue attributable to the United States of $193.9 million and $194.1 million , or 75.1% and 75.0% of net service revenue, for the three months ended June 30, 2017 and June 30, 2016 , respectively. Net service revenue for the North America region includes revenue attributable to the United States of $372.6 million and $373.7 million , or 73.0% and 73.6% of net service revenue, for the six months ended June 30, 2017 and June 30, 2016 , respectively. No other country represented more than 10% of net service revenue for any period. |
Long-Lived Assets by Geographic Area | Long-lived assets by geographic area for each period were as follows (in thousands): June 30, 2017 December 31, 2016 Property and equipment, net: North America (a) $ 36,572 $ 41,057 Europe, Middle East and Africa (b) 14,728 11,235 Asia-Pacific 6,405 5,101 Latin America 853 913 Total property and equipment, net $ 58,558 $ 58,306 (a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $36.2 million and $40.6 million as of June 30, 2017 and December 31, 2016 , respectively. (b) Long-lived assets for the Europe, Middle East, and Africa region include property and equipment, net attributable to Germany of $6.4 million as of June 30, 2017 . |
Basis of Presentation and Cha32
Basis of Presentation and Changes in Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred income tax assets | $ 26,551 | $ 14,726 |
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-16 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Prepaid income taxes | (11,700) | |
Deferred income tax assets | 9,700 | |
Retained earnings | $ (2,000) |
Financial Statement Details - B
Financial Statement Details - Billed Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Billed accounts receivable | $ 229,448 | $ 217,360 |
Allowance for doubtful accounts | (6,001) | (5,884) |
Billed accounts receivable, net | $ 223,447 | $ 211,476 |
Financial Statement Details - S
Financial Statement Details - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Gross carrying amount, beginning balance | $ 568,668 |
Accumulated impairment losses, beginning balance | (16,166) |
Goodwill net of accumulated impairment losses, beginning balance | 552,502 |
Impact of foreign currency translation | 656 |
Gross carrying amount, ending balance | 569,324 |
Accumulated impairment losses, ending balance | (16,166) |
Goodwill net of accumulated impairment losses, ending balance | 553,158 |
Clinical Development Services | |
Goodwill [Roll Forward] | |
Gross carrying amount, beginning balance | 560,526 |
Accumulated impairment losses, beginning balance | (8,024) |
Goodwill net of accumulated impairment losses, beginning balance | 552,502 |
Impact of foreign currency translation | 656 |
Gross carrying amount, ending balance | 561,182 |
Accumulated impairment losses, ending balance | (8,024) |
Goodwill net of accumulated impairment losses, ending balance | 553,158 |
Phase I Services | |
Goodwill [Roll Forward] | |
Gross carrying amount, beginning balance | 8,142 |
Accumulated impairment losses, beginning balance | (8,142) |
Goodwill net of accumulated impairment losses, beginning balance | 0 |
Impact of foreign currency translation | 0 |
Gross carrying amount, ending balance | 8,142 |
Accumulated impairment losses, ending balance | (8,142) |
Goodwill net of accumulated impairment losses, ending balance | $ 0 |
Financial Statement Details - A
Financial Statement Details - Accumulated Other Comprehensive Loss, Net of Taxes (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation adjustments | $ (31,024) | $ (43,356) |
Unrealized gains on derivative instruments, net of tax | 973 | 1,106 |
Accumulated other comprehensive loss, net of tax | $ (30,051) | $ (42,250) |
Financial Statement Details -36
Financial Statement Details - Summary of Changes of Reclassification out of AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 301,473 | ||
Other comprehensive (loss) gain before reclassifications | $ 7,320 | 12,359 | |
Amount of gain reclassified from accumulated other comprehensive loss into statement of operations | (117) | (160) | |
Net current period other comprehensive (loss) gain, net of tax | 7,203 | 12,199 | |
Balance at end of period | 353,438 | 353,438 | |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (37,254) | (42,250) | |
Balance at end of period | (30,051) | (30,051) | |
Unrealized gain on derivative instruments, net of tax | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 1,256 | 1,106 | |
Other comprehensive (loss) gain before reclassifications | (166) | 27 | |
Amount of gain reclassified from accumulated other comprehensive loss into statement of operations | (117) | (160) | |
Net current period other comprehensive (loss) gain, net of tax | (283) | (133) | |
Balance at end of period | 973 | 973 | |
Foreign currency translation adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (38,510) | (43,356) | |
Other comprehensive (loss) gain before reclassifications | 7,486 | 12,332 | |
Amount of gain reclassified from accumulated other comprehensive loss into statement of operations | 0 | 0 | |
Net current period other comprehensive (loss) gain, net of tax | [1] | 7,486 | 12,332 |
Balance at end of period | $ (31,024) | $ (31,024) | |
[1] | Income taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are intended to be held indefinitely. |
Financial Statement Details - T
Financial Statement Details - Tax Effects Allocated to Each Component of OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unrealized (loss) gains arising during period, Net-of-Tax Amount | $ 7,320 | $ 12,359 | |
Reclassification adjustment for gains realized in net income, Net-of-Tax Amount | (117) | (160) | |
Other comprehensive income, Before-Tax Amount | 7,025 | 12,108 | |
Other comprehensive income, Tax (Expense) or Benefit | 178 | 91 | |
Net current period other comprehensive (loss) gain, net of tax | 7,203 | 12,199 | |
Foreign currency translation adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unrealized (loss) gains arising during period, Net-of-Tax Amount | 7,486 | 12,332 | |
Reclassification adjustment for gains realized in net income, Net-of-Tax Amount | 0 | 0 | |
Other comprehensive income, Before-Tax Amount | [1] | 7,486 | 12,332 |
Other comprehensive income, Tax (Expense) or Benefit | [1] | 0 | 0 |
Net current period other comprehensive (loss) gain, net of tax | [1] | 7,486 | 12,332 |
Unrealized (loss) gain on derivative instruments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unrealized (loss) gains arising during period, Before-Tax Amount | (271) | 34 | |
Unrealized (loss) gains arising during period, Tax (Expense) or Benefit | 105 | (7) | |
Unrealized (loss) gains arising during period, Net-of-Tax Amount | (166) | 27 | |
Reclassification adjustment for gains realized in net income, Before-Tax-Amount | (190) | (258) | |
Reclassification adjustment for gains realized in net income, Tax (Expense) or Benefit | 73 | 98 | |
Reclassification adjustment for gains realized in net income, Net-of-Tax Amount | (117) | (160) | |
Other comprehensive income, Before-Tax Amount | (461) | (224) | |
Other comprehensive income, Tax (Expense) or Benefit | 178 | 91 | |
Net current period other comprehensive (loss) gain, net of tax | $ (283) | $ (133) | |
[1] | Income taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are intended to be held indefinitely. |
Financial Statement Details - O
Financial Statement Details - Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Net realized foreign currency (loss) gain | $ (3,482) | $ 2,592 | $ (4,152) | $ 5,462 |
Net unrealized foreign currency loss | (3,175) | (5,820) | (5,882) | (13,593) |
Other, net | (97) | (32) | (177) | (246) |
Total other (expense) income, net | $ (6,754) | $ (3,260) | $ (10,211) | $ (8,377) |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, shares in Millions | May 10, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | Apr. 30, 2018 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Common stock par value (USD per share) | $ 0.01 | $ 0.01 | |||
InVentiv Merger | |||||
Business Acquisition [Line Items] | |||||
Equity interests issuable (in shares) | 50 | ||||
Net debt expected to be assumed | $ 2,400,000,000 | ||||
InVentiv Merger | Retention Agreements | |||||
Business Acquisition [Line Items] | |||||
Costs related to retention agreements | $ 5,100,000 | ||||
InVentiv Merger | Retention Agreements | Forecast | |||||
Business Acquisition [Line Items] | |||||
Period post closing of Merger cash retention payments will be made | 9 months | ||||
Costs related to retention agreements | $ 10,100,000 | ||||
InVentiv Merger | Term Loans | Term Loan A | |||||
Business Acquisition [Line Items] | |||||
Commitment amount | 1,000,000,000 | ||||
InVentiv Merger | Term Loans | Term Loan B | |||||
Business Acquisition [Line Items] | |||||
Commitment amount | 1,600,000,000 | ||||
InVentiv Merger | Line of Credit | Revolving Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Commitment amount | $ 500,000,000 | ||||
InVentiv | InVentiv Merger | |||||
Business Acquisition [Line Items] | |||||
Common stock par value (USD per share) | $ 0.0001 | ||||
InVentiv | InVentiv Merger | Senior Notes | Senior Notes Due 2024 | |||||
Business Acquisition [Line Items] | |||||
Amount not intended to be repaid with credit facility commitments | $ 405,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - location | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | |
Raleigh, North Carolina | ||||
Leased Assets [Line Items] | ||||
Number of currently existing locations | 2 | |||
Farnborough, United Kingdom | ||||
Leased Assets [Line Items] | ||||
Term of lease | 11 years | |||
Corporate Headquarters | Morrisville, North Carolina | ||||
Leased Assets [Line Items] | ||||
Term of lease | 13 years | 12 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Future Minimum Lease Payments Due [Abstract] | |
2017 (remaining 6 months) | $ 12,298 |
2,018 | 17,092 |
2,019 | 16,487 |
2,020 | 13,698 |
2,021 | 12,045 |
2022 and thereafter | 81,944 |
Total minimum payments | $ 153,564 |
Derivative Financial Instrume42
Derivative Financial Instruments - Additional Information (Details) $ in Millions | May 31, 2016USD ($) |
Interest Rate Swap | |
Derivative [Line Items] | |
Interest rate swaps, notional amount | $ 300 |
Derivative Financial Instrume43
Derivative Financial Instruments - Interest Rate Swaps Designated as Hedging Instruments on the Consolidated Balance Sheets (Details) - Cash Flow Hedging - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps - current | $ 829 | $ 461 |
Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swaps - non-current | $ 1,126 | $ 1,717 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Jul. 24, 2017 | Jun. 30, 2017 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 475 | |
Interest Rate Swap | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps derivative instruments, fair value | $ 2 | |
Secured Debt | Subsequent Event | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Voluntary prepayment on term loan | $ 30 | |
Outstanding balance under term loan | $ 445 |
Restructuring, CEO Transition45
Restructuring, CEO Transition, and Other Costs - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | ||
Restructuring Cost and Reserve [Line Items] | |||
Employee severance costs | $ 2,400 | ||
Consulting costs | 800 | ||
Other costs | 1,000 | ||
Business Restructuring Reserves | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash payments expected to be made | 6,272 | ||
Restructuring charges incurred | [1] | $ 5,305 | |
Employee Severance Costs, Including Executive Transition Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Maximum retention periods | 1 year | ||
Employee Severance Costs, Including Executive Transition Costs | Business Restructuring Reserves | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs related to retention agreements | $ 800 | ||
Cash payments expected to be made | 3,483 | ||
Restructuring charges incurred | [1] | 3,178 | |
Employee Severance Costs, Including Executive Transition Costs | Forecast | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash payments expected to be made | $ 900 | ||
Facility Closure and Lease Costs | Business Restructuring Reserves | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash payments expected to be made | 1,698 | ||
Restructuring charges incurred | [1] | $ 1,026 | |
[1] | Total restructuring, CEO transition, and other costs for the six months ended June 30, 2017 include $0.7 million of other non-cash expenses that were not recorded as a restructuring liability and are therefore excluded from the rollforward above. |
Restructuring, CEO Transition46
Restructuring, CEO Transition, and Other Costs - Schedule of Restructuring and Related Costs (Details) - Business Restructuring Reserves $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($) | ||
Restructuring Reserve | ||
Balance at beginning of period | $ 8,592 | |
Restructuring charges incurred | 5,305 | [1] |
Cash payments made | (6,272) | |
Balance at end of period | 7,625 | |
Employee Severance Costs, Including Executive Transition Costs | ||
Restructuring Reserve | ||
Balance at beginning of period | 4,695 | |
Restructuring charges incurred | 3,178 | [1] |
Cash payments made | (3,483) | |
Balance at end of period | 4,390 | |
Facility Closure and Lease Costs | ||
Restructuring Reserve | ||
Balance at beginning of period | 3,817 | |
Restructuring charges incurred | 1,026 | [1] |
Cash payments made | (1,698) | |
Balance at end of period | 3,145 | |
Other Costs | ||
Restructuring Reserve | ||
Balance at beginning of period | 80 | |
Restructuring charges incurred | 1,101 | [1] |
Cash payments made | (1,091) | |
Balance at end of period | 90 | |
Other restructuring expenses, non-cash | $ 700 | |
[1] | Total restructuring, CEO transition, and other costs for the six months ended June 30, 2017 include $0.7 million of other non-cash expenses that were not recorded as a restructuring liability and are therefore excluded from the rollforward above. |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net income | $ 3,389 | $ 30,403 | $ 24,576 | $ 47,808 |
Denominator: | ||||
Basic weighted average common shares outstanding (in shares) | 54,123 | 54,298 | 54,069 | 54,127 |
Effect of dilutive securities: | ||||
Stock options and other awards under deferred share-based compensation programs (in shares) | 1,184 | 1,780 | 1,146 | 1,843 |
Diluted weighted average common shares outstanding (in shares) | 55,307 | 56,078 | 55,215 | 55,970 |
Earnings per share: | ||||
Basic (USD per share) | $ 0.06 | $ 0.56 | $ 0.45 | $ 0.88 |
Diluted (USD per share) | $ 0.06 | $ 0.54 | $ 0.45 | $ 0.85 |
Earnings Per Share - Schedule48
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stock-Based Compensation Plans | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive stock options and other awards (in shares) | 431 | 751 | 670 | 816 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Non-vested at beginning of period (in shares) | 708,695 |
Granted (in shares) | 509,855 |
Vested (in shares) | (81,840) |
Forfeited (in shares) | (30,174) |
Non-vested at end of period (in shares) | 1,106,536 |
Weighted Average Grant Date Fair Value | |
Granted (in USD per share) | $ / shares | $ 51.88 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 6,229 | $ 3,071 | $ 12,048 | $ 5,887 |
Employee Stock Purchase Plan (ESPP) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 400 | $ 800 | ||
Shares issued (in shares) | 60,237 | |||
Shares reserved for future issuance (in shares) | 939,763 | 939,763 |
Share-Based Compensation - Su51
Share-Based Compensation - Summary of Share-Based Compensation Expense Recognized in Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | $ 6,229 | $ 3,071 | $ 12,048 | $ 5,887 |
Direct costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | 2,954 | 1,283 | 5,667 | 2,542 |
Selling, general, and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | $ 3,275 | $ 1,788 | $ 6,381 | $ 3,345 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Income tax (benefit) expense | $ (3,027) | $ 2,948 | $ 4,093 | $ 9,964 | |
Pre-tax income | 362 | 33,351 | 28,669 | 57,772 | |
Effective income tax rate reconciliation, repatriation of foreign branch earnings, foreign currency exchange losses, amount | 2,200 | 1,500 | 1,500 | ||
Effective income tax rate reconciliation, excess tax benefits on share-based compensation, amount | 800 | $ 6,700 | $ 8,000 | ||
Unrecognized tax benefits, exclusive of associated income tax interest and penalties | 15,500 | 15,500 | $ 15,700 | ||
Unrecognized tax benefits, income tax interest and penalties accrued | $ 300 | $ 300 | $ 100 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 2 | |||
Revenue: | ||||
Segment revenue | $ 258,087 | $ 258,804 | $ 510,165 | $ 507,801 |
Reimbursable out-of-pocket expenses not allocated to segments | 133,048 | 140,843 | 262,888 | 304,933 |
Total revenue | 391,135 | 399,647 | 773,053 | 812,734 |
Direct costs: | ||||
Segment direct costs | 162,010 | 159,497 | 316,845 | 311,555 |
Reimbursable out-of-pocket expenses not allocated to segments | 133,048 | 140,843 | 262,888 | 304,933 |
Direct costs and reimbursable out-of-pocket expenses | 295,058 | 300,340 | 579,733 | 616,488 |
Segment contribution margin: | ||||
Segment contribution margin | 96,077 | 99,307 | 193,320 | 196,246 |
Less expenses not allocated to segments: | ||||
Selling, general, and administrative | 42,531 | 42,596 | 87,465 | 86,075 |
Restructuring, CEO transition and other costs | 4,029 | 1,364 | 5,956 | 7,402 |
Transaction expenses | 23,739 | 1,169 | 23,741 | 1,730 |
Depreciation and amortization | 15,528 | 14,523 | 31,156 | 28,876 |
Income from operations | 10,250 | 39,655 | 45,002 | 72,163 |
Clinical Development Services | ||||
Revenue: | ||||
Segment revenue | 254,394 | 254,178 | 504,121 | 500,151 |
Direct costs: | ||||
Segment direct costs | 159,404 | 156,303 | 312,024 | 305,617 |
Segment contribution margin: | ||||
Segment contribution margin | 94,990 | 97,875 | 192,097 | 194,534 |
Phase I Services | ||||
Revenue: | ||||
Segment revenue | 3,693 | 4,626 | 6,044 | 7,650 |
Direct costs: | ||||
Segment direct costs | 2,606 | 3,194 | 4,821 | 5,938 |
Segment contribution margin: | ||||
Segment contribution margin | $ 1,087 | $ 1,432 | $ 1,223 | $ 1,712 |
Operations by Geographic Loca54
Operations by Geographic Location - Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Revenues by Geographic Location | |||||
Total net service revenue | $ 258,087 | $ 258,804 | $ 510,165 | $ 507,801 | |
Reimbursable out-of-pocket expenses | 133,048 | 140,843 | 262,888 | 304,933 | |
Total revenue | 391,135 | 399,647 | 773,053 | 812,734 | |
North America | |||||
Revenues by Geographic Location | |||||
Total net service revenue | [1] | 200,023 | 200,938 | 384,311 | 384,505 |
United States | |||||
Revenues by Geographic Location | |||||
Total net service revenue | $ 193,900 | $ 194,100 | $ 372,600 | $ 373,700 | |
United States | Geographic Concentration Risk | Net Service Revenue | |||||
Revenues by Geographic Location | |||||
Concentration risk percentage | 75.10% | 75.00% | 73.00% | 73.60% | |
Europe, Middle East and Africa | |||||
Revenues by Geographic Location | |||||
Total net service revenue | $ 46,660 | $ 51,782 | $ 103,921 | $ 110,998 | |
Asia-Pacific | |||||
Revenues by Geographic Location | |||||
Total net service revenue | 11,404 | 6,081 | 21,933 | 12,282 | |
Latin America | |||||
Revenues by Geographic Location | |||||
Total net service revenue | $ 0 | $ 3 | $ 0 | $ 16 | |
[1] | Net service revenue for the North America region includes revenue attributable to the United States of $193.9 million and $194.1 million, or 75.1% and 75.0% of net service revenue, for the three months ended June 30, 2017 and June 30, 2016, respectively. Net service revenue for the North America region includes revenue attributable to the United States of $372.6 million and $373.7 million, or 73.0% and 73.6% of net service revenue, for the six months ended June 30, 2017 and June 30, 2016, respectively. No other country represented more than 10% of net service revenue for any period. |
Operations by Geographic Loca55
Operations by Geographic Location - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | $ 58,558 | $ 58,306 | |
North America | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | [1] | 36,572 | 41,057 |
United States | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 36,200 | 40,600 | |
Europe, Middle East and Africa | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | [2] | 14,728 | 11,235 |
Germany | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 6,400 | ||
Asia-Pacific | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | 6,405 | 5,101 | |
Latin America | |||
Long-Lived Assets by Geographic Location | |||
Total property and equipment, net | $ 853 | $ 913 | |
[1] | Long-lived assets for the North America region include property and equipment, net attributable to the United States of $36.2 million and $40.6 million as of June 30, 2017 and December 31, 2016, respectively. | ||
[2] | Long-lived assets for the Europe, Middle East, and Africa region include property and equipment, net attributable to Germany of $6.4 million as of June 30, 2017. |
Concentration of Credit Risk -
Concentration of Credit Risk - Concentration of Cash Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | ||||
Cash and cash equivalents | $ 91,916 | $ 169,654 | $ 102,471 | $ 85,011 |
Geographic Concentration Risk | Cash and Cash Equivalents | Non-US | ||||
Concentration Risk [Line Items] | ||||
Cash and cash equivalents | $ 120,700 | |||
Concentration risk percentage | 71.10% | |||
Customer Concentration Risk | Net Service Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.00% |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 0 | $ 100,000 | $ 0 | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | |||
Self-insurance reserves, U.S. health care plan | $ 2,700,000 | $ 3,600,000 | |
Stock repurchase program, authorized amount (subsequently terminated on July 23, 2017) | $ 150,000,000 |