Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39212 | ||
Entity Registrant Name | PPD, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-3806427 | ||
Entity Address, Address Line One | 929 North Front Street | ||
Entity Address, City or Town | Wilmington | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28401 | ||
City Area Code | 910 | ||
Local Phone Number | 251-0081 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | PPD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,849.2 | ||
Entity Common Stock, Shares Outstanding | 350,309,157 | ||
Documents Incorporated by Reference | No items are incorporated by reference into this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001793294 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 4,681,474 | $ 4,031,017 | $ 3,748,971 |
Operating costs and expenses: | |||
Direct costs, exclusive of depreciation and amortization | 1,682,046 | 1,484,258 | 1,333,812 |
Reimbursed costs | 1,200,754 | 924,634 | 940,913 |
Selling, general and administrative expenses | 1,010,127 | 938,806 | 813,035 |
Depreciation and amortization | 279,116 | 264,830 | 258,974 |
Long-lived and goodwill asset impairments | 1,414 | 1,284 | 29,626 |
Total operating costs and expenses | 4,173,457 | 3,613,812 | 3,376,360 |
Income from operations | 508,017 | 417,205 | 372,611 |
Interest expense, net of interest income | (216,932) | (311,744) | (263,618) |
Loss on extinguishment of debt | (93,534) | 0 | 0 |
Gain (loss) on investments | 52,737 | (19,043) | 15,936 |
Other (expense) income, net | (62,740) | (27,143) | 21,701 |
Income before benefit from income taxes | 187,548 | 59,275 | 146,630 |
Provision for income taxes | 18,805 | 2,957 | 39,579 |
Income before equity in losses of unconsolidated affiliates | 168,743 | 56,318 | 107,051 |
Equity in losses of unconsolidated affiliates, net of income taxes | (8,187) | (3,563) | (186) |
Net income | 160,556 | 52,755 | 106,865 |
Net income attributable to noncontrolling interest | (6,865) | (4,934) | (2,679) |
Net income attributable to PPD, Inc. | 153,691 | 47,821 | 104,186 |
Recapitalization investment portfolio consideration | (33,538) | 6,846 | (7,849) |
Net income attributable to common stockholders of PPD, Inc. | $ 120,153 | $ 54,667 | $ 96,337 |
Earnings per share attributable to common stockholders of PPD, Inc.: | |||
Basic (in usd per share) | $ 0.35 | $ 0.20 | $ 0.34 |
Diluted (in usd per share) | $ 0.35 | $ 0.19 | $ 0.34 |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 341,178 | 279,285 | 279,238 |
Diluted (in shares) | 346,684 | 280,693 | 279,317 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Interest income | $ 2,359 | $ 5,233 | $ 5,454 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 160,556 | $ 52,755 | $ 106,865 |
Other comprehensive income (loss), net of tax expense (benefit): | |||
Foreign currency translation | 105,026 | 24,824 | (91,177) |
Defined benefit plan, net of income taxes | (2,479) | (1,314) | 1,504 |
Derivative instruments, net of income taxes | (88,488) | (9,523) | 11,159 |
Other comprehensive income (loss) | 14,059 | 13,987 | (78,514) |
Comprehensive income | 174,615 | 66,742 | 28,351 |
Comprehensive income attributable to noncontrolling interest | (8,722) | (5,144) | (3,159) |
Comprehensive income attributable to PPD, Inc. | 165,893 | 61,598 | 25,192 |
Recapitalization investment portfolio consideration | (33,538) | 6,846 | (7,849) |
Comprehensive income attributable to common stockholders of PPD, Inc. | $ 132,355 | $ 68,444 | $ 17,343 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Defined benefit plan adjustments, income tax benefit (expense) | $ 572 | $ 259 | $ (339) |
Derivative instruments adjustments, income tax expense (benefit) | $ (28,922) | $ (2,804) | $ 2,183 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 767,999 | $ 345,187 |
Accounts receivable and unbilled services, net | 1,609,718 | 1,326,614 |
Income taxes receivable | 22,386 | 27,437 |
Prepaid expenses and other current assets | 146,100 | 119,776 |
Total current assets | 2,546,203 | 1,819,014 |
Property and equipment, net | 496,474 | 458,845 |
Investments in unconsolidated affiliates | 43,178 | 34,028 |
Investments | 265,894 | 250,348 |
Goodwill, net | 1,820,208 | 1,764,104 |
Intangible assets, net | 748,404 | 892,091 |
Other assets | 201,643 | 156,220 |
Operating lease right-of-use assets | 171,839 | 181,596 |
Total assets | 6,293,843 | 5,556,246 |
Current liabilities: | ||
Accounts payable | 176,341 | 130,060 |
Accrued expenses: | ||
Payables to investigators | 404,654 | 322,231 |
Accrued employee compensation | 331,156 | 263,834 |
Accrued interest | 2,825 | 44,527 |
Other accrued expenses | 192,954 | 138,632 |
Income taxes payable | 21,206 | 15,161 |
Unearned revenue | 1,060,544 | 1,110,872 |
Current portion of operating lease liabilities | 51,643 | 45,962 |
Current portion of long-term debt and finance lease obligations | 36,238 | 35,794 |
Total current liabilities | 2,277,561 | 2,107,073 |
Accrued income taxes | 18,658 | 38,465 |
Deferred tax liabilities | 54,535 | 92,225 |
Recapitalization investment portfolio liability | 191,923 | 191,678 |
Long-term operating lease liabilities, less current portion | 137,657 | 153,766 |
Long-term debt and finance lease obligations, less current portion | 4,226,192 | 5,608,134 |
Other liabilities | 98,908 | 33,017 |
Total liabilities | 7,005,434 | 8,224,358 |
Commitments and contingencies (Note 1) | ||
Redeemable noncontrolling interest | 34,929 | 30,036 |
Stockholders’ deficit: | ||
Common stock | 3,509 | 2,801 |
Treasury stock | (13,268) | (12,707) |
Additional paid-in-capital | 1,819,892 | 1,983 |
Accumulated deficit | (2,271,808) | (2,391,321) |
Accumulated other comprehensive loss | (284,845) | (298,904) |
Total stockholders’ deficit | (746,520) | (2,698,148) |
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | $ 6,293,843 | $ 5,556,246 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par or stated value per share (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,080,000,000 |
Common stock, shares, issued (in shares) | 350,858,000 | 280,127,000 |
Common stock, shares, outstanding (in shares) | 350,132,000 | 279,426,000 |
Treasury stock, shares (in shares) | 726,000 | 701,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 160,556 | $ 52,755 | $ 106,865 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 279,116 | 264,830 | 258,974 |
Long-lived and goodwill asset impairments | 1,414 | 1,284 | 29,626 |
Stock-based compensation expense | 21,274 | 15,632 | 18,265 |
Non-cash operating lease expense | 43,797 | 40,633 | 0 |
Amortization of debt issuance costs, modification costs and debt discounts | 10,535 | 17,768 | 10,082 |
Non-cash losses (gains) on interest rate swaps | 2,572 | (9,523) | (5,269) |
(Gain) loss on investments | (52,737) | 19,043 | (15,936) |
Loss on unconsolidated affiliates | 8,187 | 3,563 | 186 |
Deferred income tax benefit | (38,564) | (84,795) | (26,062) |
Loss on extinguishment of debt | 93,534 | 0 | 0 |
Amortization of costs to obtain a contract | 11,224 | 11,432 | 8,693 |
Other | (1,722) | 9,366 | (11,877) |
Change in operating assets and liabilities, net of effect of businesses acquired or sold: | |||
Accounts receivable and unbilled services, net | (278,471) | (28,075) | (144,822) |
Prepaid expenses and other current assets | 15,577 | (11,465) | 18,510 |
Other assets | (40,899) | (31,288) | (26,819) |
Income taxes, net | (7,001) | 7,712 | 606 |
Accounts payable, accrued expenses and other liabilities | 141,238 | 26,283 | (4,443) |
Operating lease liabilities | (45,330) | (39,065) | 0 |
Unearned revenue | (72,966) | 166,856 | 206,827 |
Net cash provided by operating activities | 251,334 | 432,946 | 423,406 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (163,331) | (125,424) | (115,981) |
Acquisitions of businesses, net of cash and cash equivalents acquired | 321 | (74,187) | 224 |
Capital contributions paid for investments | (6,852) | (4,069) | (1,546) |
Distributions received from investments | 43,974 | 452 | 27,778 |
Investments in unconsolidated affiliates | (20,000) | (30,000) | (9,000) |
Proceeds from sale of business | 0 | 0 | 8,000 |
Net cash used in investing activities | (145,888) | (233,228) | (90,525) |
Cash flows from financing activities: | |||
Purchase of treasury stock | (626) | (4,012) | (8,630) |
Proceeds from exercise of stock options | 24,264 | 4,524 | 923 |
Borrowing on revolving credit facility | 150,000 | 0 | 0 |
Repayment of revolving credit facility | (150,000) | 0 | 0 |
Proceeds from issuance of senior notes | 1,200,000 | 891,000 | 0 |
Redemption of HoldCo Notes | (1,464,500) | 0 | 0 |
Redemption of OpCo Notes | (1,160,865) | 0 | 0 |
Payments on long-term debt and finance leases | (41,137) | (37,409) | (35,387) |
Payment of debt issuance and debt modification costs | (20,738) | (30,142) | 0 |
Distribution to noncontrolling interest holder | (3,829) | 0 | 0 |
Payment of contingent consideration for acquisition of business | (4,338) | 0 | 0 |
Net proceeds from initial public offering | 1,772,960 | 0 | 0 |
Recapitalization tax benefit distribution | 0 | 0 | (108,320) |
Recapitalization investment portfolio distribution | (20,474) | 0 | (16,008) |
Proceeds from employee stock purchases | 0 | 0 | 480 |
Return of capital and special dividend to stockholders | 0 | (1,246,000) | 0 |
Net cash provided by (used in) financing activities | 280,717 | (422,039) | (166,942) |
Effect of exchange rate changes on cash and cash equivalents | 36,649 | 14,442 | (31,833) |
Net increase (decrease) in cash and cash equivalents | 422,812 | (207,879) | 134,106 |
Cash and cash equivalents, beginning of the period | 345,187 | 553,066 | 418,960 |
Cash and cash equivalents, end of the period | $ 767,999 | $ 345,187 | $ 553,066 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT AND REDEEMABLE NONCONTROLLING INTEREST - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Common StockCumulative Effect, Period of Adoption, Adjusted Balance | Paid-in-Capital | Paid-in-CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Treasury Stock | Treasury StockCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated DeficitCumulative Effect, Period of Adoption, Adjusted Balance |
Beginning balance (in shares) at Dec. 31, 2017 | 279,443 | 279,443 | 0 | 0 | ||||||||||
Beginning balance at Dec. 31, 2017 | $ (1,491,680) | $ (55,467) | $ (1,547,147) | $ 2,794 | $ 2,794 | $ 22,018 | $ 22,018 | $ 0 | $ 0 | $ (234,377) | $ (234,377) | $ (1,282,115) | $ (55,467) | $ (1,337,582) |
PPD, Inc. Stockholders’ Deficit | ||||||||||||||
Net income | 104,186 | 104,186 | ||||||||||||
Other comprehensive income (loss) | (78,514) | (78,514) | ||||||||||||
Vesting of restricted stock (in shares) | 9 | |||||||||||||
Vesting of restricted stock | 0 | |||||||||||||
Issuance of common stock for stock option exercises (in shares) | 61 | |||||||||||||
Issuance of common stock for stock option exercises | 923 | $ 1 | 922 | |||||||||||
Repurchases of common stock (in shares) | 515 | |||||||||||||
Repurchases of common stock | (8,933) | $ (8,933) | ||||||||||||
Stock-based compensation expense | 18,265 | 18,265 | ||||||||||||
Recapitalization investment portfolio consideration | (7,849) | (7,849) | ||||||||||||
Recapitalization tax benefit consideration | (3,161) | (3,161) | ||||||||||||
Employee stock purchases (in shares) | 32 | |||||||||||||
Employee stock purchases | 480 | 480 | ||||||||||||
Other | (671) | (671) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 279,545 | 515 | ||||||||||||
Ending balance at Dec. 31, 2018 | (1,522,421) | $ 2,795 | 41,685 | $ (8,933) | (312,891) | (1,245,077) | ||||||||
Beginning balance at Dec. 31, 2017 | 21,733 | $ 21,733 | ||||||||||||
Redeemable Noncontrolling Interest | ||||||||||||||
Net income (loss) | 2,679 | |||||||||||||
Other comprehensive income (loss) | 480 | |||||||||||||
Ending balance at Dec. 31, 2018 | 24,892 | |||||||||||||
PPD, Inc. Stockholders’ Deficit | ||||||||||||||
Net income | 47,821 | 47,821 | ||||||||||||
Other comprehensive income (loss) | 13,987 | 13,987 | ||||||||||||
Vesting of restricted stock (in shares) | 13 | |||||||||||||
Vesting of restricted stock | 0 | |||||||||||||
Issuance of common stock for stock option exercises (in shares) | 301 | |||||||||||||
Issuance of common stock for stock option exercises | 4,524 | $ 3 | 4,521 | |||||||||||
Issuance of common stock for acquisition (in shares) | 268 | |||||||||||||
Issuance of common stock for acquisition | 5,001 | $ 3 | 4,998 | |||||||||||
Repurchases of common stock (in shares) | 186 | |||||||||||||
Repurchases of common stock | (3,774) | $ (3,774) | ||||||||||||
Stock-based compensation expense | 15,632 | 15,632 | ||||||||||||
Modification of stock option awards | (19,669) | (19,669) | ||||||||||||
Return of capital and special dividend to stockholders | (1,246,000) | (45,184) | (1,200,816) | |||||||||||
Recapitalization investment portfolio consideration | 6,846 | 6,846 | ||||||||||||
Other | (95) | (95) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 280,127 | 701 | ||||||||||||
Ending balance at Dec. 31, 2019 | (2,698,148) | $ 2,801 | 1,983 | $ (12,707) | (298,904) | (2,391,321) | ||||||||
Redeemable Noncontrolling Interest | ||||||||||||||
Net income (loss) | 4,934 | |||||||||||||
Other comprehensive income (loss) | 210 | |||||||||||||
Ending balance at Dec. 31, 2019 | 30,036 | |||||||||||||
PPD, Inc. Stockholders’ Deficit | ||||||||||||||
Net income | 153,691 | 153,691 | ||||||||||||
Other comprehensive income (loss) | 14,059 | 14,059 | ||||||||||||
Vesting of restricted stock (in shares) | 8 | |||||||||||||
Vesting of restricted stock | $ 0 | |||||||||||||
Issuance of common stock for stock option exercises (in shares) | 1,723 | 1,723 | ||||||||||||
Issuance of common stock for stock option exercises | $ 24,383 | $ 18 | 24,365 | |||||||||||
Repurchases of common stock (in shares) | 25 | |||||||||||||
Repurchases of common stock | (561) | $ (561) | ||||||||||||
Stock-based compensation expense | 21,274 | 21,274 | ||||||||||||
Recapitalization investment portfolio consideration | (33,538) | (33,538) | ||||||||||||
Issuance of common stock for initial public offering | 1,772,960 | $ 690 | 1,772,270 | |||||||||||
Issuance of common stock for initial public offering (in shares) | 69,000 | |||||||||||||
Other | (640) | (640) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 350,858 | 726 | ||||||||||||
Ending balance at Dec. 31, 2020 | (746,520) | $ 3,509 | $ 1,819,892 | $ (13,268) | $ (284,845) | $ (2,271,808) | ||||||||
Redeemable Noncontrolling Interest | ||||||||||||||
Net income (loss) | 6,865 | |||||||||||||
Other comprehensive income (loss) | 1,857 | |||||||||||||
Distribution to noncontrolling interest holder | (3,829) | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 34,929 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation Description of Business PPD, Inc. (together with its subsidiaries “PPD” or the “Company”) is a holding company incorporated in Delaware. References to the “Company” throughout these consolidated financial statements refer to PPD, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. The Company is a leading provider of drug development services to the biopharmaceutical industry, focused on helping the Company’s customers bring their medicines and other treatments to patients around the world. The Company has been in the drug development services business for 35 years, providing a comprehensive suite of clinical development and laboratory services to pharmaceutical, biotechnology, medical device, government organizations and other industry participants. The Company has deep experience across a broad range of rapidly growing areas of drug development and engages with customers through a variety of commercial models, including both full-service and functional service partnerships and other offerings tailored to address the specific needs of the Company’s customers. The Company has two reportable segments, Clinical Development Services (“Clinical Development Services”) and Laboratory Services (“Laboratory Services”). Initial Public Offering On February 6, 2020, the Company’s common stock began trading on The Nasdaq Global Select Market under the symbol “PPD.” On February 10, 2020, the Company completed its initial public offering (“IPO”) of its common stock at a price to the public of $27.00 per share. The Company issued and sold 69.0 million shares of common stock in the IPO, including 9.0 million shares of common stock issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company raised net proceeds of $1,773.0 million through the IPO, after deducting underwriting discounts and other offering expenses totaling $90.0 million. During the year ended December 31, 2020, the Company expensed $4.0 million of costs related to the IPO. The Company used a portion of the proceeds from the IPO to (i) redeem $550.0 million in aggregate principal amount of unsecured 7.625%/8.375% Senior PIK Toggle Notes due 2022 (the “Initial HoldCo Notes”), plus accrued and unpaid interest thereon and $5.5 million of redemption premium and (ii) redeem $900.0 million in aggregate principal amount of unsecured 7.75%/8.50% Senior PIK Toggle Notes due 2022 (the “Additional HoldCo Notes” and, together with the Initial HoldCo Notes, the “HoldCo Notes”), plus accrued and unpaid interest thereon and $9.0 million of redemption premium. The redemption of the HoldCo Notes resulted in a loss on extinguishment of debt of $50.1 million. See Note 9, “Long-term Debt and Finance Lease Obligations,” for additional information regarding the redemption. In connection with the IPO, the Company’s board of directors adopted and stockholders approved the PPD, Inc. 2020 Omnibus Incentive Plan (“2020 Incentive Plan”) to implement a new market-based long-term incentive program to align the Company’s executive and management compensation packages with similarly situated public companies. See Note 3, “Stock-based Compensation,” for additional information. During 2020, the Company terminated its cash-based long-term incentive plan (the “LTIP”) and accelerated the remaining expense for future service under the plan. The LTIP was terminated to align the long-term compensation package of a certain set of employees to the interests of the Company’s stockholders and that offered by similarly situated public companies. These employees started receiving stock-based awards under the 2020 Incentive Plan beginning in May 2020. During the year ended December 31, 2020, the Company recorded compensation expense of $22.2 million for the acceleration of expense under the LTIP. The compensation expense was recorded as a component of direct costs and selling, general and administrative (“SG&A”) expenses on the consolidated statement of operations and all LTIP amounts were paid during the year ended December 31, 2020. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. Amounts pertaining to the redeemable noncontrolling ownership interest held by a third-party in the operating results and financial position of the Company’s indirect majority-owned subsidiary are included as a noncontrolling interest. Use of Estimates The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company monitors estimates and assumptions and updates these estimates and assumptions as facts and circumstances change and new information is obtained, including facts and circumstances related to the novel coronavirus disease (“COVID-19”) pandemic. Actual results could differ from those estimates and assumptions due to, among other things, the impacts caused by the COVID-19 pandemic. Revenue Recognition The Company enters into contracts with customers to provide services in which contract consideration is generally based on fixed-fee or variable pricing arrangements. The Company recognizes revenue arising from contracts with customers in an amount that reflects the consideration that the Company expects to receive in exchange for the services it provides. The Company determines its revenue recognition through the following five steps: (i) identification of the contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when, or as, the Company satisfies its performance obligations in the contract. The Company’s contracts are service contracts that generally have a duration of a few months to several years with revenue being recognized primarily over time as services are provided to the customer in satisfaction of its performance obligations. The majority of the Company’s contracts can be terminated by the customer either immediately or after a specified notice period. Upon early termination, the contracts generally require the customer to pay the Company for: (i) consideration earned through the termination date, which is consistent with the level of cost and effort expended through the termination date, (ii) consideration for services to complete the work still required to be performed and reimbursement for other related expenses, as applicable, (iii) reimbursement for certain non-cancelable expenditures and (iv) in certain cases, payment to cover a portion of the total consideration under the contract or a termination penalty. Changes to the scope of the Company’s services are common, especially under long-term contracts, and a change in the scope of services generally results in a change in the transaction price. Changes in scope are reflected through contract modifications which are assessed on a contract-by-contract basis to determine if they should be accounted for as a new contract or part of the original contract. Generally, contract modifications are accounted for as part of the existing contract as the services to be provided for the modification are not distinct from the existing services provided under the contract. When contract modifications are accounted for as part of the existing contract, the effect of the contract modification on the transaction price and measure of progress under the contract is recognized as a cumulative adjustment to revenue as of the date of the modification. In many cases, the Company’s contracts include variable consideration that is contingent upon the occurrence of future events, such as volume rebates, performance incentives and performance penalties or other variable consideration such as third-party pass-through and out-of-pocket costs incurred, which may impact the transaction price. Variable consideration is estimated using the expected value or the most likely amount of consideration and is included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The estimation of variable consideration is based on the Company’s expected performance under the contract and where applicable, available historical, current and forecasted information to support such estimate. Actual results could differ significantly from estimates. The Company incurs third-party pass-through and out-of-pocket costs in the performance of services under its contracts which are reimbursed by the customer. Third-party pass-through and out-of-pocket costs include, but are not limited to, payments to investigators, payments for the use of third-party technology, shipping costs and travel costs related to the performance of services. The Company records third-party pass-through and out-of-pocket costs as revenue and the related costs incurred as reimbursed costs on the consolidated statements of operations. These reimbursed costs are included as revenue as the Company is the principal in the relationship, is primarily responsible for the services provided by third parties and significantly integrates the services of third parties with its own services in delivering a combined output to the customer. The Company excludes from revenue amounts collected and paid to governmental authorities, such as value-added taxes, that are associated with revenue transactions. All of the Company’s revenue is from contracts with customers. See below for additional information by reportable segment. The methods used to recognize revenue as discussed below align with the satisfaction of the performance obligations and benefits received by the customer over time, as the customer would not need to have the services re-performed if the remaining unfulfilled performance obligations were transferred to another party. When contracts for clinical development services and laboratory services contain multiple performance obligations, the transaction price is allocated to each performance obligation based on a directly observable relative standalone selling price. When not directly observable, the Company utilizes an expected cost plus a margin in order to estimate standalone selling price. Clinical Development Services The Company’s Clinical Development Services segment provides a wide range of clinical development services to its customers including early development/Phase I, patient recruitment and enrollment, investigator site management, Phase II-IV clinical trial management, medical communications and various peri- and post-approval services. Clinical Development Service contracts are generally fixed-fee, fee-for-service or time and materials contracts and include full-service partnerships, functional service partnerships and other custom-built offerings and tailored services. The Company’s full-service clinical trial management contracts include multiple promised services such as trial feasibility, investigator recruitment, clinical trial monitoring, project management, database management and biostatistical services, among others. The Company’s full-service clinical trial management services constitute a single performance obligation, which is the delivery of clinical trial data and related reports, as the Company provides a significant service of integrating all promises in the contract and the promises are highly interdependent and interrelated with one another. The Company uses a cost-to-cost input method to recognize revenue for the satisfaction of the performance obligation for full-service contracts. Actual total costs incurred, which is inclusive of direct, third-party pass-through and out-of-pocket costs, is compared to the estimated total costs to satisfy the performance obligation under the contract. This ratio is then multiplied by the estimated total contract consideration to calculate and recognize revenue. This methodology is consistent with the manner in which the customer receives the benefit of the work performed over time as services are rendered and is generally consistent with the Company’s contract termination provisions. Direct costs consist primarily of the amount of direct labor and certain overhead for the delivery of services. The inclusion of actual incurred and estimated total third-party pass-through and out-of-pocket costs in the measure of progress may create a timing difference between the amount of revenue recognized and the actual third-party pass-through and out-of-pocket costs incurred. The Company reviews and revises estimated total costs to satisfy the performance obligation throughout the life of the contract, with adjustments to revenue resulting from such revisions being recorded in the period in which the change in estimate is determined. Estimated total costs are determined as part of the customer proposal and negotiation process, based on the scope of work, the complexity of the clinical trial services, the geographic locations involved, industry information and historical experience, among other factors. Monthly, accumulated actual total costs on each project are compared to the current estimated total costs to complete the performance obligation under the contract. This process includes, among other things: • a comparison of actual total costs incurred in the current month to the budgeted total costs for the month; • detailed input from project teams relating to the status of the project, including the rate of enrollment, the ability to complete individual tasks in the time allotted, the anticipated total units to be achieved, an assessment of expected third-party pass-through and out-of-pocket costs and potential changes to the project scope; • a comparison of third-party pass-through and out-of-pocket costs to direct costs and direct units to be achieved; • a comparison of the fees invoiced and collected to revenue recognized; • a review of experience on projects recently completed or currently running; and • a review of specific customer and industry changes. As a result, the Company might determine that previous estimates of total costs need to be revised based upon the new information and such changes in estimates may have a material impact on revenue recognized. In addition, a change in the scope of work generally results in the negotiation of a contract modification to increase or decrease the estimated total contract consideration along with an associated increase or decrease in the estimated total costs to complete. The Company recognizes revenue for other clinical development services using a variety of input and output methods depending on the type of contract and/or the performance obligations in the contract. Methods utilized primarily include cost-to-cost, units delivered, such as patients recruited or tasks performed, hours expended and the right to invoice practical expedient. Laboratory Services The Company’s Laboratory Services segment provides comprehensive laboratory services to its customers including bioanalytical, vaccine sciences, good manufacturing practices (“GMP”), central lab and biomarker testing. Laboratory Services contracts are generally fixed-fee, fee-for-service or time and materials contracts. The Company’s laboratory services contracts include multiple service promises such as research and development, sample testing, sample management, certain clinical trial management services and providing full-time equivalent resources, among others. The Company’s laboratory services contracts generally contain multiple performance obligations based on the types of services provided as the Company does not provide a significant integration service, nor are the services highly interrelated or interdependent. The Company uses a variety of output methods to recognize revenue depending on the type of contract and the performance obligations in the contract. Methods primarily utilized to recognize revenue include units delivered, milestones achieved and full-time equivalent resources provided. Operating Costs and Expenses The Company’s operating costs and expenses primarily consist of direct costs, reimbursed costs, SG&A expenses and depreciation and amortization. Direct Costs Direct costs represent costs for providing services to customers. Direct costs primarily include labor-related costs, such as compensation and benefits for employees providing services, an allocation of facility and information technology costs, supply costs, costs for certain media-related services for patient recruitment, stock-based compensation expense, other overhead costs and offsetting research and development (“R&D”) incentive credits. Direct costs typically increase or decrease with changes in revenue and may fluctuate significantly from period to period as a percentage of revenue due to staff labor utilization, project labor mix, the type of services, changes to the timing of work performed and project inefficiencies, among other factors. Reimbursed Costs Reimbursed costs include third-party pass-through and out-of-pocket costs which are generally reimbursable by the Company’s customers at cost. Third-party pass-through and out-of-pocket costs include, but are not limited to, payments to investigators, payments for the use of third-party technology, shipping costs and travel costs related to the performance of services, among others. Third-party pass-through and out-of-pocket costs are incurred across both of the Company’s reportable segments. Because services associated with reimbursed costs are generally provided by us without profit or mark-up and fluctuate from period to period without being important to the Company’s underlying performance over the full term of a contract, these costs do not have a significant impact on the Company’s income from operations. While fluctuations from period to period are not meaningful over the full term of a contract, actual and estimated reimbursed costs can impact revenue recognized, consolidated income from operations and segment operating income throughout the duration of a contract. Selling, General and Administrative Expenses SG&A expenses represent costs of business development, administrative and support functions. SG&A expenses primarily include compensation and benefits for employees, costs related to employees performing administrative tasks, stock-based compensation expense, sales, marketing and promotional expenses, employee recruiting and relocation expenses, employee training costs, travel costs, an allocation of facility and information technology costs and other overhead costs. Depreciation and Amortization Depreciation and amortization represents the costs charged for the Company’s property and equipment and intangible assets. The Company records depreciation and amortization on property and equipment using the straight-line method, based on the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful lives of the improvements. The Company amortizes software developed or obtained for internal use over the estimated useful life of the software or term of the licensing agreement. Amortization expense primarily comes from acquired definite-lived intangible assets. The Company amortizes definite-lived intangible assets using either the straight-line method or sum-of-the-years digits method over the estimated useful lives of the assets. Leases The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”) on January 1, 2019. Prior the adoption of ASC 842, the Company accounted for its leases in accordance with ASC Topic 840, Leases . Under ASC 842, at the inception of a contract, the Company determines whether the arrangement is or contains a lease. Upon commencement of a lease, the Company recognizes a lease liability and a corresponding right-of-use (“ROU”) asset. The lease liability is measured based upon the present value of future lease payments over the term of the lease using the appropriate discount rate at the date of lease commencement. The ROU asset is calculated as the lease liability plus any initial direct costs incurred and lease payments made at or before the commencement date of the lease, reduced by lease incentives, when applicable. Given that the rate implicit in a lease is not readily determinable, the Company generally uses its incremental borrowing rate as the discount rate. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company determines its incremental borrowing rate by developing a baseline unsecured rate curve based upon its credit quality, among other factors, and separately makes an adjustment to reflect collateralization and any other specific lease adjustments, such as adjustments for the term of the lease and currency risks. The Company determines if its lease arrangements are operating or finance leases at the lease commencement date. This determination includes evaluating whether (i) the underlying asset transfers ownership at the end of the lease term, (ii) the lease term represents the major part of the remaining economic life of the underlying asset, (iii) the present value of lease payments represents substantially all of the fair value of the underlying asset, (iv) an option to purchase the underlying asset is reasonably certain to be exercised and (v) the underlying asset is of a specialized nature. Finance leases are included within the current portion of and long-term debt and finance lease obligations on the consolidated balance sheets. The Company records lease expense for operating leases, some of which have escalating rent over the remaining lease term, ratably over the lease term as lease expense within direct costs or SG&A expenses on the consolidated statements of operations, depending on the use of the underlying asset. The Company records lease expense for finance leases as a combination of the amortization of the ROU asset and the amount recognized as interest on the outstanding lease liability. The amortization of the ROU asset and the interest on the outstanding lease liability are recorded within depreciation and amortization expense and interest expense, net, respectively, on the consolidated statements of operations. Variable lease costs are lease payments that are not included in the measurement of the lease liability. Variable lease costs are either (1) payments that are entirely variable period to period such as common area maintenance, electricity and real estate taxes or (2) incremental changes in an index or rate on which lease payments are based. The Company initially measures leases that are based on an index or rate by using the applicable rate at the commencement of the lease. Any subsequent changes in an index or rate are recognized as variable lease costs. Variable lease costs are recorded in the period they are incurred. For leases with a term of one year or less (“short-term leases”), the Company has elected not to recognize lease liabilities and associated ROU assets. Lease payments on short-term leases are recognized as lease expense within direct costs or SG&A expenses on the consolidated statements of operations, depending on the nature of the lease, on a straight-line basis over the lease term. The Company has also elected to account for lease components and non-lease components in a contract as a single lease component. Stock-Based Compensation The Company measures stock-based compensation cost at the grant date, based on the fair value of the award, and recognizes it as expense (net of actual forfeitures as they occur) over the recipient’s requisite service period considering performance features, if any, that may impact vesting of such award. All awards granted subsequent to the Company’s IPO are granted under the 2020 Incentive Plan. The Company estimates the fair value of each stock option award on the grant date using the Black-Scholes option-pricing model. The model requires the use of subjective and objective assumptions, including the fair market value of the Company’s common stock (equal to the closing market price of the Company’s common stock on the date of grant), expected term of the award, expected stock price volatility, expected dividends and risk-free interest rate. Prior to the Company’s IPO, all stock options were granted under the Eagle Holding Company I 2017 Incentive Plan (the “2017 Eagle I Incentive Plan”), which were valued in the same manner as options granted under the 2020 Incentive Plan as described above, with the exception of the fair market value of the Company’s common stock which was determined based on a valuation obtained from an independent third-party valuation firm, using a weighted combination of income and market approaches. The Company accounts for its restricted stock units and performance stock units based on the closing market price of the Company’s common stock on the date of grant. The Company recognizes all excess tax benefits or tax deficiencies associated with stock-based awards discretely in its provision for income taxes. See Note 3, “Stock-based Compensation,” for additional information. Other (Expense) Income, Net The components of other (expense) income, net, were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Other (expense) income, net: Foreign currency (losses) gains, net $ (47,055) $ (24,659) $ 16,682 Interest rate swap losses (15,817) — — Other income 2,957 3,778 8,728 Other expense (2,825) (6,262) (3,709) Total other (expense) income, net $ (62,740) $ (27,143) $ 21,701 Cash and Cash Equivalents The balances in cash and cash equivalents consist of unrestricted cash accounts that are not subject to withdrawal restrictions or penalties and all highly liquid investments that have a maturity of three months or less at the date of purchase. Supplemental cash flow information consists of the following at the periods below: (in thousands) 2020 2019 2018 Cash paid for interest (for the years ended December 31) $ 260,578 $ 300,528 $ 262,921 Cash paid for income taxes, net (for the years ended December 31) 71,503 72,510 64,714 Purchases of property and equipment in current liabilities (as of December 31) 20,722 29,924 17,461 Accounts Receivable, Unbilled Services and Unearned Revenue In the normal course of business, the Company generally establishes prerequisites for billings based on contractual provisions, including payment schedules, the completion of milestones or the submission of appropriate billing detail based on the performance of services during a specified period. Payment for the Company’s services may or may not coincide with the recognition of revenue. The Company’s intent with its invoicing and payment terms is not to provide financing to the customer or receive financing from the customer. Payment terms with customers are short-term, as payment for services is typically due less than one year from the date of billing. Accounts receivable represents amounts for which invoices have been provided to customers pursuant to contractual terms. Unbilled services represent revenue earned and recognized for services performed to date for which amounts have not yet been billed to the customer pursuant to contractual terms. Contract assets represent unbilled services where the Company's right to bill includes something other than the passage of time, such as the satisfaction of milestones related to a performance obligation for services. Contract assets are recorded as part of accounts receivable and unbilled services, net, on the consolidated balance sheets. The Company records unearned revenue, also referred to as contract liabilities, for amounts collected from or billed to customers in excess of revenue recognized. The Company reduces unearned revenue and recognizes revenue as the related performance obligations for services are performed. Unearned revenue and contract assets are recorded net on a contract-by-contract basis at the end of each reporting period. Allowance for Doubtful Accounts The Company’s allowance for doubtful accounts is based on a variety of factors including an assessment of risk, historical experience, length of time the accounts receivable are past due and specific customer collection information. The Company performs periodic credit evaluations of customers’ financial condition and continually monitors collections and payments from its customers. The Company writes off uncollectible invoices when appropriate collection efforts have been exhausted. The allowance for doubtful accounts is included in accounts receivable and unbilled services, net on the consolidated balance sheets. Property and Equipment The Company records property and equipment at cost, less accumulated depreciation and amortization. The Company records depreciation and amortization using the straight-line method, based on the following estimated useful lives: Buildings 20 - 40 years Furniture and equipment 4 - 18 years Computer equipment and software 1 - 5 years The Company depreciates leasehold improvements over the shorter of the remaining lease term or the estimated useful lives of the improvements. The Company capitalizes internal use software development costs incurred during the application development stage, while it expenses all other preliminary stage and post implementation-operation stage costs, including planning, training and maintenance costs as incurred. The Company amortizes software developed or obtained for internal use, including software licenses obtained through a cloud computing arrangement, over the shorter of the estimated useful life of the software or the term of the licensing or service agreement. The Company reviews property and equipment for impairment when events and circumstances indicate that the carrying amount of property and equipment might not be recoverable. This evaluation involves various analyses, including undiscounted cash flow projections. In the event that undiscounted cash flow projections or other analysis indicates that the carrying amount of property and equipment is not recoverable, the Company records an impairment reducing the carrying value of the property or equipment to its estimated fair value. The Company estimates fair value based on generally accepted valuation techniques, including income and market approaches. These approaches may include a discounted cash flow income model, use of market information of fair value, such as recent sales or market comparables, and other generally accepted approaches. The Company depreciates or amortizes the revised fair value of the property and equipment over the remaining estimated useful life. The valuation of long-lived assets at estimated fair values, when required, is performed using Level 2 or Level 3 fair value inputs. Goodwill Goodwill is allocated to each identified reporting unit, which is defined as an operating segment or one level below the operating segment (referred to as a component of the entity). The Company assigns to goodwill the excess of the fair value of consideration conveyed for a business acquired over the fair value of identifiable net assets acquired. The Company reviews goodwill for impairment annually during the fourth quarter, and more frequently if impairment indicators arise. Impairment indicators include events or changes in circumstances that would more likely than not reduce the fair value of a reporting unit with assigned goodwill below its carrying amount. The Company monitors events and changes in circumstances on a continuous basis between annual impairment testing dates to determine if any events or changes in circumstances indicate potential impairment. The Company performs a qualitative assessment to determine whether it is more like |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Performance Obligations Revenue recognized from performance obligations partially satisfied in prior periods was $147.6 million, $131.4 million and $145.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. These cumulative catch-up adjustments primarily related to contract modifications executed in the current period, which resulted in changes to the transaction price, and to a lesser extent, changes in transaction price related to variable consideration and changes in estimates such as estimated total costs. As of December 31, 2020, the aggregate amounts of transaction price allocated to unsatisfied performance obligations with an original contract term of greater than one year was $7.5 billion. The Company expects to recognize 36% to 42% of the transaction price allocated to unsatisfied performance obligations over the next 12 months as services are rendered, with the remainder recognized thereafter during the remaining contract term. The Company does not include the value of the transaction price allocated to unsatisfied performance obligations for contracts that have an original contract term of less than one year, for contracts which are determined to be short-term based on certain termination for convenience provisions or where it applies the right to invoice practical expedient. Accounts Receivable and Unbilled Services, net and Unearned Revenue The Company’s accounts receivable and unbilled services, net, consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Accounts receivable $ 735,568 $ 726,111 Unbilled services 882,078 609,674 Total accounts receivable and unbilled services 1,617,646 1,335,785 Allowance for doubtful accounts (7,928) (9,171) Total accounts receivable and unbilled services, net $ 1,609,718 $ 1,326,614 The Company’s unearned revenue consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Unearned revenue $ 1,060,544 $ 1,110,872 As of December 31, 2020 and 2019, contract assets of $171.2 million and $178.8 million, respectively, were included in unbilled services. The changes in the Company’s contract assets and unearned revenue resulted from the timing difference between the Company’s satisfaction of performance obligations under its contracts, achievement of billing milestones and customer payments. Additionally, during the years ended December 31, 2020, 2019 and 2018, the Company recognized revenue of $864.0 million, $705.3 million and $513.6 million, respectively, from the balance of unearned revenue outstanding as of the beginning of each respective year. Impairments of accounts receivable, unbilled services and contract assets were insignificant during the years ended December 31, 2020, 2019 and 2018. Allowance for Doubtful Accounts The Company’s changes in the allowance for doubtful accounts consisted of the following amounts on the dates set forth below: Years Ended December 31, (in thousands) 2020 2019 2018 Balance at the beginning of the period $ (9,171) $ (5,029) $ (4,904) Current year recovery (provision) 1,176 (4,243) (618) Write-offs 67 101 493 Balance at the end of the period $ (7,928) $ (9,171) $ (5,029) Customer Concentration Concentrations of credit risk with respect to accounts receivable and unbilled services, net, are limited due to the Company’s large number of customers. As of December 31, 2020, one customer accounted for approximately 12% of accounts receivable and unbilled services, net. As of December 31, 2019, two customers each individually accounted for approximately 11% of accounts receivable and unbilled services, net. No one customer accounted for greater than 10% of revenues for the years ended December 31, 2020, 2019 or 2018. Contract Costs Capitalized contract costs and the related amortization for the periods below were as follows: December 31, (in thousands) 2020 2019 Capitalized costs to obtain a contract, net $ 37,286 $ 25,766 Years Ended December 31, (in thousands) 2020 2019 2018 Amortization of costs to obtain a contract $ 11,224 $ 11,432 $ 8,693 No significant capitalized contract cost impairment was recognized during the years ended December 31, 2020, 2019 or 2018. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-based Compensation Stock-based Awards Overview 2020 Incentive Plan In February 2020, the Company adopted the 2020 Incentive Plan in connection with the Company’s IPO. Under the 2020 Incentive Plan, the Company can issue stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”) and other stock-based awards to employees, directors and consultants of the Company. The Company reserved 39.1 million shares of common stock for issuance of stock-based awards under the 2020 Incentive Plan. The 2020 Incentive Plan is administered by the board of directors of the Company. Awards forfeited or expired remain available for future issuance under the 2020 Incentive Plan. As of December 31, 2020, there were 37.7 million shares of common stock available for issuance under the 2020 Incentive Plan. Stock options granted under the 2020 Incentive Plan may not have a term that exceeds ten years from the date of grant. The exercise price of stock issued under the 2020 Incentive Plan may not be less than the fair market value of the Company’s common stock on the date of grant. The fair value of all stock-based awards issued under the 2020 Incentive Plan are expensed on a straight-line basis over the requisite service period, which is equal to the vesting period. Stock options and RSUs generally vest over a four-year period at a rate of 25% per year. PSUs generally vest over a three 2017 Eagle I Incentive Plan Prior the adoption of the 2020 Incentive Plan, all awards were granted under the 2017 Eagle I Incentive Plan and any awards previously granted under the 2017 Eagle I Incentive Plan remain subject to the terms of the 2017 Eagle I Incentive Plan and the applicable award agreements. No additional award grants are expected to be made under the 2017 Eagle I Incentive Plan. Outstanding awards under the 2017 Eagle I Incentive Plan primarily consist of stock options to employees. For stock options that have time-based vesting, expense is recognized consistent with the 2020 Incentive Plan. For stock options that also have performance-based vesting, the performance options are eligible to vest at a rate of up to 20% per year (a “Tranche”) subject to the actual or expected achievement of performance targets for such years. The Company recognizes stock-based compensation expense for the performance stock options on a straight-line basis over the period from the grant date through the end of the respective Tranche year, treating all Tranche as if they are each separate awards. Additionally, the performance stock options have a catch-up provision, which allows options that did not meet the performance targets in the prior year to vest in a subsequent year. The expense related to this catch-up is recorded in the period the catch-up occurs. Liquidity/realization event-based stock options are also outstanding under the 2017 Eagle I Incentive Plan. Upon the Company’s IPO, one of the performance conditions for these awards was satisfied and the awards became eligible for vesting. As a result, compensation expense began to be recognized over the requisite vesting period, which included a period of time prior to the IPO. For the year ended December 31, 2020, expense for liquidity/realization awards totaled $3.6 million. For the years ended December 31, 2020, 2019 and 2018, stock-based compensation totaled $21.3 million, $15.6 million and $18.3 million, respectively, which the Company has recorded within direct expenses or SG&A expenses on the consolidated statements of operations based on the services provided by the recipients of such stock-based compensation. Stock Options The following table indicates the weighted-average assumptions used in estimating the fair value of stock options granted as follows: Years Ended December 31, 2020 2019 2018 Expected term (years) 6.25 6.5 6.5 Risk-free interest rate (%) 0.4 2.3 2.6 Expected volatility (%) 45.0 26.4 25.0 Expected dividend (%) — — — The expected term of the stock options represents the average period the stock options are expected to remain outstanding. As the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, the expected term of options granted is derived from the average midpoint between the weighted-average vesting and the contractual term, also known as the simplified method. The risk-free interest rate was the rate at the date of grant for a zero-coupon U.S. Treasury bond with a term that approximated the expected term of the stock option. As the Company does not have sufficient historical data to calculate the historical volatility of its stock, the expected volatility is derived from the historical volatilities of a selected peer group for a period that is equal to the expected term. The Company does not have a history of paying regular dividends, exclusive of the special cash dividends paid to stockholders that were accounted for as a return of capital. The Company does not expect to pay regular cash dividends for the foreseeable future. A summary of all 2020 stock option activity is presented below: Stock Options Weighted- Weighted- Aggregate Outstanding at January 1, 2020 20,303 $ 14.10 7.8 years Granted 360 27.67 Exercised (1,723) 14.48 Forfeited (1,255) 13.68 Cancelled (62) 15.03 Outstanding at December 31, 2020 17,623 $ 14.37 6.8 years $ 349,771 Exercisable at December 31, 2020 8,921 $ 14.07 6.6 years $ 179,680 Expected to vest at December 31, 2020 8,702 $ 14.67 7.1 years $ 170,091 The following table summarizes information about all outstanding stock options as of December 31, 2020: Stock Options Outstanding Stock Options Exercisable (in thousands, except per share data and years) Exercise Price Number Outstanding at December 31, 2020 Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price Number Exercisable at December 31, 2020 Weighted-Average Exercise Price Time-based $14.35 - $34.27 7,787 5.9 years $ 16.46 3,581 $ 15.47 Performance-based 9.89 - 21.70 7,681 6.8 years 13.23 5,340 13.14 Liquidity/realization event-based 10.59 - 21.70 2,155 6.5 years 10.90 — — Other information about the Company’s stock options was as follows: Years Ended December 31, (in thousands, except per share data) 2020 2019 2018 Weighted-average grant date fair value per stock option granted $ 12.01 $ 5.46 $ 4.69 Aggregate fair value of stock options granted 4,324 12,934 16,624 Total intrinsic value of stock options exercised 32,733 1,395 172 Total grant date fair value of stock options vested 16,971 15,999 14,944 As of December 31, 2020, the total unrecognized stock-based compensation cost related to unvested stock options was $24.5 million and was expected to be recognized over a weighted-average period of 2.4 years. Restricted Stock The Company has awarded RSUs and PSUs to employees under the 2020 Incentive Plan. As of December 31, 2020, no restricted stock units or performance stock units granted under the 2020 Incentive Plan have vested. The aggregate fair value of RSUs and PSUs granted during the year ended December 31, 2020 was $24.1 million . As of December 31, 2020, the total unrecognized compensation cost related to unvested RSUs and PSUs was $18.2 million and was expected to be recognized over a weighted-average period of 3.0 years. A summary of all RSU and PSU activity during 2020 is presented below: (in thousands, except per share data) RSUs and PSUs Weighted-Average Unvested at January 1, 2020 9 $ 18.05 Granted 889 27.10 Vested (8) 17.93 Forfeited (42) 26.84 Unvested at December 31, 2020 848 $ 27.09 Special Cash Bonuses and Option Modifications In May 2019, in connection with the declaration and payment of a special cash dividend to the Company’s stockholders, the board of directors approved and committed the Company to pay a special cash bonus of up to $43.7 million to its option holders with respect to vested and unvested time-based and vested performance-based options, each as of May 2019, subject to the optionee’s continued employment on each payment date. The special cash bonus is payable in three separate installments. The first two installments of $14.6 million and $12.7 million were paid in May 2019 and October 2020, respectively. The last installment is expected to be paid in September 2021. The special cash bonus was considered a modification to the vested and unvested time-based options and vested performance-based options. Additionally, in November 2019, in connection with the declaration and payment of a special cash dividend to the Company’s stockholders, the board of directors approved and committed the Company to pay a special cash bonus of $6.5 million to its option holders with respect to vested and unvested time-based options and vested performance-based options as of November 2019. The cash bonus was paid in December 2019. The special cash bonus was considered a modification to the vested and unvested time-based options and vested performance-based options. As a result of the May 2019 and November 2019 modifications and special cash bonuses, the Company recorded compensation expense, inclusive of incremental stock-based compensation expense, of $20.6 million during the year ended December 31, 2019. The compensation expense related to the modifications and special cash bonuses were primarily recorded as a component of SG&A expenses on the consolidated statements of operations. Additionally, the modifications resulted in a reclassification of $14.7 million from additional paid-in-capital due to the initial cash settlement and liability for the May 2019 special cash bonus and a reclassification of $5.0 million from additional paid-in capital due to the cash settlement for the November 2019 special cash bonus. Also, as a result of the May 2019 and November 2019 special cash dividends, the exercise price of unvested performance-based options was reduced by the dividend amounts of $3.89 and $0.57 per share, respectively. These adjustments were determined by the board of directors to be equitable and necessary to prevent the dilution or enlargement of benefits under the 2017 Eagle I Incentive Plan. The fair value adjustments for unvested performance-based options were equal to the amounts of the special cash dividends and therefore were not accounted for as modifications. |
Stockholders_ Deficit and Redee
Stockholders’ Deficit and Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders’ Deficit and Redeemable Noncontrolling Interest | Stockholders’ Deficit and Redeemable Noncontrolling Interest Shares The following is a summary of the Company’s authorized, issued and outstanding shares for the periods set forth below: (in thousands) December 31, 2020 December 31, 2019 Shares authorized 2,000,000 2,080,000 Shares issued 350,858 280,127 Shares outstanding: Voting 350,132 276,052 Non-voting — 3,374 Total shares outstanding 350,132 279,426 Voting, Dividend, and Liquidation Rights of Common Stock Each share of common stock is entitled to one vote on all matters to be voted on by the stockholders of the Company holding common stock, including the election of directors. Additionally, the holders of common stock are entitled to dividends on a pro rata basis at such time and in such amounts, if and when declared by the Company’s board of directors and are entitled to participate on a pro rata basis in all distributions that may be legally made to the Company’s stockholders in connection with a voluntary or involuntary liquidation, dissolution or winding up of the Company. With the completion of the Company’s IPO, all non-voting shares of common stock were converted to voting shares of common stock. Stock Split In January 2020, the Company filed its Amended and Restated Certificate of Incorporation prior to the IPO which, among other things, effected a 1.8-for-1 stock split of its common stock and increased the authorized number of shares of its common stock to 2.08 billion, which was subsequently reduced to 2.0 billion in connection with the Company’s Amended and Restated Certificate of Incorporation filed in February 2020 as part of the IPO. All references to share and per share amounts in the Company’s consolidated financial statements for periods prior to the stock split were retrospectively revised to reflect the stock split and increase in authorized shares for all periods presented. Preferred Stock In connection with the Company’s Amended and Restated Certificate of Incorporation filed in February 2020, the Company authorized 100.0 million shares of preferred stock. No shares of preferred stock were issued or outstanding as of December 31, 2020. Redeemable Noncontrolling Interest The Company owns 60% of its consolidated subsidiary PPD-SNBL K.K. (“PPD-SNBL”). The 40% ownership interest held by Shin Nippon Biomedical Laboratories Ltd. (“SNBL”) is classified as a redeemable noncontrolling interest on the consolidated balance sheets due to certain put options under which SNBL may require the Company to purchase SNBL’s remaining ownership interest at fair value upon the occurrence of certain events described in the PPD-SNBL shareholders agreement. As of December 31, 2020 and 2019, no such events had occurred. See Note 16, “Related Party Transactions,” for additional information. Secondary Public Offering In September 2020, the Company completed an underwritten secondary public offering of 43.7 million shares of common stock sold primarily by the Company’s private equity sponsors (the “Selling Stockholders”), including 5.7 million shares of common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company did not offer any common stock in this transaction and did not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. The Company incurred costs of $1.9 million in relation to the secondary public offering for the year ended December 31, 2020 and such costs are recorded as a component of SG&A expenses on the consolidated statement of operations. 2019 Special Cash Dividends In May 2019 and November 2019, the Company declared, and subsequently paid, special cash dividends to its stockholders of $1,086.0 million, or $3.89 per share and $160.0 million, or $0.57 per share, respectively. The May 2019 special cash dividend was funded with the issuance of long-term debt and cash on hand, and the November 2019 special cash dividend was funded with cash on hand. The special cash dividends were considered a return of capital to the Company’s stockholders. See Note 9, “Long-term Debt and Finance Lease Obligations,” for additional information on the the Company’s long-term debt. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations The Company accounted for its business combinations below under the acquisition method of accounting and measured at fair value the identifiable assets acquired and liabilities assumed at the date of acquisition. For each business combination, the Company recorded assets and liabilities representing working capital at their historical costs, which approximate fair value given the short-term nature of the assets and liabilities. The methods used to estimate the fair value of definite-lived intangible assets are consistent with those described in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” Acquisition of Synarc On September 3, 2019, the Company acquired 100% of the issued and outstanding equity of Synarc, Inc. (“Synarc”), the global site network business of Bioclinica, Inc., expanding its global footprint into China and Latin America and expanding its central nervous system offering in the United States. The purchase price was $48.6 million and was paid with cash on hand. The accounting for the acquisition is complete. The Company recorded measurement period adjustments including (i) an increase in the purchase price of $3.4 million, (ii) a net decrease in assets of $11.1 million and (iii) a net decrease in liabilities of $2.2 million, resulting in an increase of goodwill of $12.3 million. The goodwill recognized of $13.4 million was primarily the result of anticipated growth through the development of new customers, additional services to existing customers and the assembled workforce. The goodwill was assigned to a reporting unit within the Company’s Clinical Development Services segment. The Company is not able to deduct goodwill for U.S. income tax purposes. The Company acquired the following definite-lived intangible assets with the acquisition of Synarc: (dollars in thousands) Acquired Intangible Assets Weighted-Average Amortization Period (in years) Customer relationships $ 2,000 15 Know-how/processes 1,800 8 Investigator network 1,900 8 Trade names 1,400 10 Total $ 7,100 10 The following table summarizes the consideration and the fair values of identifiable assets acquired and liabilities assumed at the acquisition date (in thousands): Purchase price $ 48,635 Identifiable assets acquired: Cash and cash equivalents $ 6,003 Accounts receivable and unbilled services, net 18,819 Prepaid expenses and other current assets 1,590 Property and equipment 19,273 Intangible assets 7,100 Other assets 928 Operating lease right-of-use assets 1,609 Total identifiable assets acquired 55,322 Liabilities assumed: Accounts payable (2,117) Other accrued expenses (4,026) Unearned revenue (7,210) Long-term debt and finance lease obligations (38) Deferred tax liabilities (4,736) Other liabilities (330) Operating lease liabilities (1,609) Total liabilities assumed (20,066) Separately identifiable net assets acquired 35,256 Goodwill 13,379 Total net assets $ 48,635 Acquisition of Medimix On July 1, 2019, the Company acquired 100% of the issued and outstanding equity of Medimix International (“Medimix”), a global technology company providing real-world evidence insights and information to the pharmaceutical, diagnostic and medical device industries. The acquisition enhanced the Company’s ability to leverage data to provide real-world evidence and insights for customers. The purchase price was $36.8 million, which consisted of $27.5 million of cash, $5.0 million of common stock of the Company and $4.3 million of estimated contingent consideration. Based on the fair values of identifiable assets acquired and liabilities assumed at the acquisition date, the consideration paid was allocated as follows: (i) $13.5 million to definite-lived intangible assets, (ii) $20.5 million to goodwill and (iii) $2.8 million to other net assets primarily related to net working capital. As of December 31, 2019, the Company recorded a contingent consideration liability of $9.5 million to be paid based on Medimix meeting certain performance targets through December 31, 2019. The contingent consideration was paid to the seller in July 2020. The accounting for the acquisition is complete and measurement period adjustments recorded were not material. The goodwill recognized was primarily the result of anticipated growth through the development of new customers, additional services to existing customers and the assembled workforce. The goodwill was assigned to a reporting unit within the Company’s Clinical Development Services segment. The majority of goodwill is tax deductible for U.S. income tax purposes. The Company acquired the following definite-lived intangible assets with the acquisition of Medimix: Acquired Intangible Assets Weighted-Average Amortization Period (in years) Customer relationships $ 7,500 13 Trade names 900 10 Technology/intellectual property 5,100 8 Total $ 13,500 11 Results from Acquisitions The Company had the following results from its acquisitions for the periods subsequent to closing: Business Combination Time Period Net Revenue Net (Loss) Income Synarc September 3, 2019 to December 31, 2019 $ 17,170 Insignificant Medimix July 1, 2019 to December 31, 2019 5,996 Insignificant Acquisition Costs Acquisition costs are expensed as incurred and for the years ended December 31, 2019 and 2018, acquisition costs were $7.9 million and $0.8 million, respectively, and are included on the consolidated statements of operations as a component of SG&A expenses. Acquisition costs for the year ended December 31, 2020 were insignificant. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments Equity Method Investments The Company’s investments in unconsolidated affiliates consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Medable, Inc. $ 19,554 $ 15,684 Science 37, Inc. 23,624 18,344 Total $ 43,178 $ 34,028 Medable, Inc. (“Medable”) is a technology company that provides a platform to support data-driven and digitally enabled clinical trials. During the years ended December 31, 2020 and 2019, the Company made investments in Medable of $10.0 million each year. Additionally, the Company and Medable are parties to certain collaborative arrangements under which the parties may collaborate on various drug development technology or services. As of December 31, 2020, the Company had a 20.3% ownership interest in Medable. Science 37, Inc. (“Science 37”) is a clinical trial company whose virtual trial model focuses on improving patient access and enrollment and accelerating clinical development. During the years ended December 31, 2020 and 2019 the Company made investments in Science 37 of $10.0 million and $20.0 million, respectively. As of December 31, 2020, the Company had a 21.0% ownership interest in Science 37. The additional investments in Medable and Science 37 during 2020 did not change the Company’s accounting for such investments. Other Investments The Company’s other investments consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Auven Therapeutics Holdings, L.P. $ 204,736 $ 228,959 venBio Global Strategic Fund, L.P. 49,065 14,108 Venture capital funds and investment partnerships 10,786 5,386 Other investments 1,307 1,895 Total $ 265,894 $ 250,348 The Company is a limited partner in Auven Therapeutics Holdings, L.P. (“Auven”), an investment limited partnership organized for the purpose of identifying, acquiring and investing in a diversified portfolio of novel therapeutic product candidates. As of December 31, 2020, the Company owned 32.7% of the outstanding partnership interests of Auven and had no remaining capital commitments. Additionally, the Company is a limited partner in venBio Global Strategic Fund, L.P. (“venBio”), an investment limited partnership which invests in early stage life science companies. As of December 31, 2020, the Company owned 22.3% of venBio. The Company’s investments in Auven and venBio are recorded at fair value utilizing the fair value option. The Company’s investments in Auven and venBio each represent a variable interest entity that could expose the Company to losses. The amount of losses the Company could be exposed to from either investment is limited to its capital amount invested and any appreciation from the initial amount invested. The general partners in both investments have all decision-making authority relating to investment, financial and operating decisions, and the Company is not able to remove either general partner. As such, the Company is deemed to lack the control of Auven and venBio required for consolidation. As described in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” as part of the Recapitalization, the Pre-closing Holders are entitled to receive additional consideration based on distributions paid from the Recapitalization Investment Portfolio. Auven and venBio comprise the majority of the Company’s Recapitalization Investment Portfolio. In addition to the investments above, the Company is a limited partner in Abingworth Bioventures VII LP, Abingworth Bioventures 8 LP and Abingworth Clinical Co-Development Fund 2 LP (the “Abingworth Investments”). The limited partnerships are dedicated to making investments in the life sciences and healthcare sectors, including late-clinical stage pharmaceutical and biotech drug development programs. As of December 31, 2020, the Company's ownership percentage in the Abingworth Investments ranged from 1.2% to 4.0%. As of December 31, 2020, the Company had remaining capital commitments for its investments of $25.7 million that it expects to fund over the next one See Note 14, “Fair Value Measurements,” for additional information on the investment activity for the years ended December 31, 2020 and 2019. The summarized financial information presented below reflects the aggregated financial information of Auven and venBio as of and for periods ended December 31 of each year. The net investment income (loss) information presented below reflects the net realized and unrealized gains (losses), net of expenses and investment income, related to each investment. Auven and venBio have unclassified balance sheets. Therefore, the asset and liability information presented below are not split between current and non-current. December 31, (in thousands) 2020 2019 2018 Net investment income (loss) (for the years ended December 31) $ 395,263 $ (280,962) $ (140,943) Total assets (as of December 31) 1,745,356 1,396,040 1,645,063 Total liabilities (as of December 31) 145,329 30,812 2,105 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Land $ 6,907 $ 6,795 Buildings and leasehold improvements 443,567 384,975 Furniture and equipment 307,236 264,233 Computer equipment and software 384,935 311,381 Construction-in-progress, including information technology systems under development 57,111 76,972 Total property and equipment 1,199,756 1,044,356 Less: accumulated depreciation and amortization (703,282) (585,511) Property and equipment, net $ 496,474 $ 458,845 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill The changes in the carrying amount of goodwill by segment consisted of the following on the dates set forth below: (in thousands) Total Clinical Development Services Laboratory Services Balance at December 31, 2018: Goodwill $ 1,850,089 $ 1,623,475 $ 226,614 Accumulated impairment losses (126,711) (99,432) (27,279) Goodwill, net 1,723,378 1,524,043 199,335 2019 Activity: Translation adjustments 12,814 12,814 — Goodwill recorded from current year acquisitions 27,912 27,912 — Balance at December 31, 2019: Goodwill 1,890,815 1,664,201 226,614 Accumulated impairment losses (126,711) (99,432) (27,279) Goodwill, net 1,764,104 1,564,769 199,335 2020 Activity: Translation adjustments 43,790 43,790 — Measurement period adjustments for prior acquisition 12,314 12,314 — Balance at December 31, 2020: Goodwill 1,946,919 1,720,305 226,614 Accumulated impairment losses (126,711) (99,432) (27,279) Goodwill, net $ 1,820,208 $ 1,620,873 $ 199,335 The Company did not recognize any goodwill impairment for the years ended December 31, 2020 or 2019. The Company recognized goodwill impairment of $29.6 million for the year ended December 31, 2018, on the consolidated statements of operations. In 2018, a reporting unit’s expected future cash flows decreased due to lower forecasted long-term revenue growth and higher forecasted operating expenses, resulting in reduced margins. The impaired reporting unit is included as part of the Company’s Clinical Development Services segment. Intangible Assets, Net The Company’s definite-lived intangible assets were composed of the following on the dates set forth below: December 31, 2020 2019 (in thousands) Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net Customer relationships $ 902,302 $ (479,341) $ 422,961 $ 884,788 $ (415,427) $ 469,361 Trade names 378,764 (159,131) 219,633 372,210 (139,141) 233,069 Backlog 181,762 (181,196) 566 177,599 (175,571) 2,028 Investigator/payer network 245,683 (217,963) 27,720 236,082 (185,478) 50,604 Technology/intellectual property 8,600 (4,256) 4,344 8,600 (3,319) 5,281 Know-how/processes 598,922 (525,742) 73,180 586,971 (455,223) 131,748 Total $ 2,316,033 $ (1,567,629) $ 748,404 $ 2,266,250 $ (1,374,159) $ 892,091 Amortization expense was $157.6 million, $161.9 million and $168.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. Translation adjustments of approximately $14.7 million and $5.2 million were recorded during the years ended December 31, 2020 and 2019, respectively, resulting in an increase to the carrying amount of the Company’s definite-lived intangible assets. The Company does not have any indefinite-lived intangible assets other than goodwill. As of December 31, 2020, estimated amortization expense for definite-lived intangible assets for each of the next five years and thereafter was as follows: Year Amortization Expense 2021 $ 149,193 2022 75,905 2023 68,921 2024 62,475 2025 57,460 Thereafter 334,450 Total future amortization expense $ 748,404 |
Long-term Debt and Finance Leas
Long-term Debt and Finance Lease Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Finance Lease Obligations | Long-term Debt and Finance Lease Obligations Long-term debt and finance lease obligations consisted of the following as set forth on the dates below: December 31, (dollars in thousands) Maturity Date Effective Rate Stated Rate 2020 2019 2015 Term Loan August 2022 3.71% 3.50% $ 3,064,006 $ 3,096,429 2025 Notes June 2025 4.97% 4.63% 500,000 — 2028 Notes June 2028 5.24% 5.00% 700,000 — OpCo Notes (1) August 2023 6.61% 6.38% — 1,125,000 Initial HoldCo Notes (1) May 2022 8.92% 7.63% — 550,000 Additional HoldCo Notes (1) May 2022 8.90% 7.75% — 900,000 Other debt (1) April 2025 1.13% 1.13% — 5,707 Finance lease obligations Various Various Various 25,734 28,726 4,289,740 5,705,862 Unamortized debt discount (4,198) (13,956) Unamortized debt issuance costs (23,112) (47,978) Current portion of long-term debt and finance lease obligations (36,238) (35,794) Long-term debt and finance lease obligations, less current portion $ 4,226,192 $ 5,608,134 (1) Effective rate and stated rate are as of December 31, 2019 for the extinguished OpCo Notes, Initial HoldCo Notes, Additional HoldCo Notes and Other debt. Senior Secured Credit Facilities 2015 Credit Agreement On August 18, 2015, Jaguar Holding Company II and Pharmaceutical Product Development, LLC entered into a credit agreement (the “2015 Credit Agreement”), as amended, consisting of a $2.575 billion senior secured term loan (the “2015 Term Loan”) issued at 99.5% of face value, or a discount of 0.5%, and a $300.0 million senior secured revolving credit facility (the “2015 Revolving Credit Facility”). In May and November of 2016, the Company amended the 2015 Credit Agreement to increase the borrowings of the 2015 Term Loan by $660.0 million in total. Borrowings under the 2015 Term Loan bore interest at a variable rate based on the London Inter-bank Offered Rate (“LIBOR”) for a specific interest period plus an applicable margin, subject to a Eurocurrency rate floor of 1.00%. In March 2020, the Company borrowed $150.0 million from the 2015 Revolving Credit Facility as a precautionary measure in order to further strengthen the Company’s cash position and to preserve financial flexibility due to the uncertainty in the global markets as a result of the COVID-19 pandemic. In June 2020, the Company repaid the outstanding balance of the 2015 Revolving Credit Facility using cash on hand. From time to time, the Company is required to have letters of credit issued on its behalf to provide credit support for guarantees, contractual commitments and insurance policies. As of December 31, 2020 and 2019, the Company had letters of credit outstanding with an aggregate value of $1.6 million, which reduced available borrowings under the 2015 Revolving Credit Facility by such amount. As of December 31, 2020, the Company had available credit under the 2015 Revolving Credit Facility of $298.4 million. The Company did not have any borrowings outstanding under the 2015 Revolving Credit Facility as of December 31, 2020 or 2019. The 2015 Term Loan was scheduled to mature on August 18, 2022 and the 2015 Revolving Credit Facility was scheduled to mature on May 15, 2022. Debt issuance costs of $16.3 million, consisting primarily of arrangement fees and professional fees, were capitalized in connection with the 2015 Term Loan. Additionally, deferred debt issuance costs of $2.7 million were capitalized in connection with the 2015 Revolving Credit Facility, consisting primarily of arrangement fees and discount. New Credit Agreement On January 13, 2021, the Company and its indirect wholly-owned subsidiary, PPD Development, L.P. (the “Co-Borrower”) entered into and closed a new (i) $3,050.0 million aggregate principal amount senior secured first-lien term loan facility (the “New Term Loan”) issued at 99.5% of face value, or a discount of 0.5%, maturing in January 2028 and (ii) $600.0 million committed principal amount senior secured first-lien revolving credit facility (the “New Revolving Credit Facility” and, together with the New Term Loan, the “Bank Facilities”) maturing in January 2026 under the credit agreement dated as of January 13, 2021 (the “New Credit Agreement”). The proceeds from borrowings under the New Term Loan, together with cash on hand, were used to (i) refinance in full the principal amount outstanding and accrued and unpaid interest, fees and other amounts then due and owing under the 2015 Term Loan and (ii) pay fees and expenses relating to the New Credit Agreement. Borrowings under the New Term Loan bear interest, initially, at a rate equal to, at the option of the Company, either (a) Adjusted LIBOR plus a margin of 2.25% with an “Adjusted LIBOR floor” of 0.50% or (b) Base Rate plus a margin of 1.25%, with a “Base Rate floor” of 1.50%. Loans under the New Revolving Credit Facility bear interest, initially, at a rate equal to, at the option of the Company either (a) Adjusted LIBOR plus a margin of 2.00% with an “Adjusted LIBOR floor” of 0.00% or (b) Base Rate plus a margin of 1.00% with a “Base Rate floor” of 1.00%. Pricing on each of the Bank Facilities includes a 25 basis point step-down to the respective interest rate margins upon the achievement and maintenance of a total net leverage ratio of 3.75:1.00 or lower or upon the public announcement that the Company’s corporate credit rating from each of Moody’s and S&P is equal to or better than Ba2 or BB, respectively. In addition to paying interest on outstanding principal under the New Term Loan and the New Revolving Credit Facility, the Company is required to pay a commitment fee, payable quarterly in arrears, of 0.50% per annum on the average daily unused portion of the New Revolving Credit Facility, with step-downs to (i) 0.375% and (ii) 0.25% per annum on such portion upon achievement of a total net leverage ratio equal to or less than (i) 4.75x and (ii) 3.75x, respectively, and an additional 0.125% per annum upon the public announcement that the Company’s corporate credit rating from each of Moody’s and S&P is equal to or better than Ba2 or BB, respectively. The commitment fee shall, however, in no event be less than 0.25% per annum. The commitment fee will initially be set at 0.375% per annum until the date the Company delivers the applicable financial statements for the quarter ending June 30, 2021. The borrowers must also pay customary letter of credit fees. The borrowers are required, subject to certain exceptions, to pay outstanding loans under the New Term Loan, (i) commencing with the fiscal year ending December 31, 2022, with 50% of excess cash flow, with step-downs upon achievement of certain first lien net leverage ratios, (ii) with 100% of the net cash proceeds of all non-ordinary course asset sales by the Company and its restricted subsidiaries, with step-downs upon achievement of certain first lien net leverage ratios and subject to the Company’s reinvestment right and (iii) with 100% of the net cash proceeds of issuances of debt obligations of the Company and its restricted subsidiaries, other than permitted debt. The borrowers may also voluntarily repay outstanding loans under the New Term Loan and the New Revolving Credit Facility at any time without premium or penalty, except in connection with, or resulting in, any repricing event. In addition, the borrowers may elect to permanently terminate or reduce all or a portion of the revolving credit commitments and the letter of credit sub-limit under the New Revolving Credit Facility at any time without premium or penalty. The borrowers are required to repay installments on the New Term Loan in quarterly principal amounts equal to 0.25% of the original principal amount of the New Term Loan borrowed on the closing date on the last business day of each June, September, December and March of each year, with the balance payable on January 13, 2028. The entire principal amount of revolving loans outstanding (if any) under the New Revolving Credit Facility are due and payable in full at maturity on January 13, 2026, on which day the revolving credit commitments thereunder will terminate. All obligations under the New Credit Agreement are unconditionally guaranteed on a senior basis by, subject to certain exceptions, each existing and subsequently acquired or organized direct or indirect wholly owned restricted subsidiary of the Company organized in the United States and Wildcat Acquisition Holdings (UK) Limited and Jaguar (Barbados) Finance SRL. The obligations of the borrowers under the New Credit Agreement and the guarantees are secured, subject to certain exceptions and excluded assets, by (i) the equity securities of the Co-Borrower and each guarantor, and of each direct, restricted subsidiary of the Company, the Co-Borrower and of each subsidiary guarantor and (ii) security interests in, and mortgages on, substantially all personal property and material owned real property of the Company and each subsidiary guarantor. The New Credit Agreement includes negative covenants limiting the ability of the Company and its restricted subsidiaries to incur indebtedness and liens, sell assets and make restricted payments, including dividends and investments, subject to certain exceptions. In addition, the New Credit Agreement also contains other customary affirmative and negative covenants and customary events of default (with customary grace periods, as applicable). Additionally, certain negative covenants are subject to customary investment grade fall-away provisions if the Company has a public corporate credit/family ratings that is investment grade from Moody’s and S&P (so long as there is no ongoing event of default) and will be reinstated if the ratings condition is no longer met. If an event of default occurs the administrative agent shall, at the request of, or may, with the consent of the required lenders, (i) terminate lenders’ commitments under the New Credit Agreement, (ii) declare any outstanding loans under the New Credit Agreement to be immediately due and payable, (iii) require that the Company cash collateralize the letter of credit (“L/C”) obligations and (iv) exercise on behalf of itself, the L/C issuers and the lenders all rights and remedies available to it, the L/C issuers and the lenders under the loan documents or applicable law. 2025 Notes and the 2028 Notes On June 5, 2020, the Company’s indirect wholly-owned subsidiaries, Jaguar Holding Company II and PPD Development, L.P. (collectively, the “Issuers”), issued and sold in a private placement $1,200.0 million of unsecured senior notes consisting of (i) $500.0 million aggregate principal amount of 4.625% senior notes due 2025 (the “2025 Notes”) and (ii) $700.0 million aggregate principal amount of 5.0% senior notes due 2028 (the “2028 Notes” and, together with the 2025 Notes, the “New Notes”), in each case, under an indenture dated as of June 5, 2020 (the “Indenture”). The 2025 Notes mature on June 15, 2025 and the 2028 Notes mature on June 15, 2028. Interest on the New Notes is payable semi-annually on June 15 and December 15 of each year. The New Notes do not have registration rights. Debt issuance costs of $18.6 million, consisting primarily of underwriters fees and professional fees, were capitalized in connection with the issuance of the New Notes. The net proceeds from the New Notes were used to redeem all outstanding $1,125.0 million aggregate principal amount of unsecured 6.375% senior notes (the “OpCo Notes”), as well as to pay for the redemption premium and accrued interest on the OpCo Notes and debt issuance costs associated with the New Notes. The Issuers may redeem, at their option, some or all of the 2025 Notes prior to June 15, 2022, or the 2028 Notes prior to June 15, 2023, at a price equal to 100% of the principal amount of the 2025 Notes and 2028 Notes, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. Alternatively, within the same time frames, the Issuers may redeem up to 40% of the original principal amount of the 2025 Notes or the 2028 Notes, as applicable, with the proceeds of certain equity offerings at a redemption price of 104.625%, in the case of the 2025 Notes, and 105.000%, in the case of the 2028 Notes, of the principal amount of the 2025 Notes or the 2028 Notes, plus accrued and unpaid interest, if any, to the redemption date. On or after June 15, 2022, in the case of the 2025 Notes, and June 15, 2023, in the case of the 2028 Notes, the Issuers may redeem some or all of such notes at the redemption prices listed below (expressed as a percentage of the principal amount), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on June 15 of the years set forth below. 2025 Notes Period Redemption Price 2022 102.313 % 2023 101.156 % 2024 and thereafter 100.000 % 2028 Notes Period Redemption Price 2023 102.500 % 2024 101.250 % 2025 and thereafter 100.000 % Upon the occurrence of specific kinds of changes of control events, the holders of the New Notes will have the right to cause the Issuers to repurchase some or all of the New Notes at 101% of face amount, plus accrued and unpaid interest, if any, to the repurchase date. Additionally, if the Issuers or their restricted subsidiaries sell assets, under certain circumstances, the Issuers will be required to make an offer to purchase a specified amount of New Notes equal to the net proceeds of such sale at an offer price in cash at the amount equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to the repurchase date. The New Notes are unsecured obligations and (i) rank senior in right of payment to all of the Issuers’ and the guarantors existing and future subordinated indebtedness, (ii) rank equally in right of payment with all of the Issuers’ existing and future senior indebtedness, (iii) are effectively subordinated to any of the Issuers’ existing and future secured debt, to the extent of the value of the assets securing such debt and (iv) are structurally subordinated to all of the existing and future liabilities of each of the Issuers’ subsidiaries that do not guarantee the New Notes. The New Notes contain customary covenants including, but not limited to, restrictions on the Issuers and their restricted subsidiaries’ ability to incur additional indebtedness and guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Issuers’s subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of their assets. Additionally, the indenture for the New Notes includes certain customary events of default which may require acceleration of payment. Such events of default include nonpayment of principal or interest, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, bankruptcy and insolvency events and cross acceleration, the occurrence of which could result in the principal of and accrued interest on the New Notes to become or be declared due and payable immediately. Redemption of OpCo Notes On June 5, 2020, the Company redeemed all its outstanding OpCo Notes in accordance with the provisions governing the OpCo Notes indenture for $1,160.9 million, including a redemption premium of $35.9 million. As such, the obligations of the Company under the OpCo Notes indenture were discharged on that date. Also as part of the redemption, the Company wrote off unamortized debt issuance costs related to the OpCo Notes of $7.6 million, and combined with the applicable redemption premium, resulted in a total loss on extinguishment of debt of $43.5 million. The Company redeemed the OpCo Notes with the proceeds received from the Company’s New Notes. Redemption of HoldCo Notes On February 18, 2020, the Company redeemed all of its outstanding HoldCo Notes in accordance with the provisions governing the HoldCo Notes indentures for $1,464.5 million, including a redemption premium of $14.5 million. As such, the obligations of the Company under the HoldCo Notes and such indentures were discharged on that date. Also as part of the redemption, the Company wrote off the unamortized debt discount and deferred debt issuance costs related to the HoldCo Notes of $35.6 million, and combined with the applicable redemption premium, resulted in a total loss on extinguishment of debt of $50.1 million. The Company redeemed the HoldCo Notes with a portion of the net proceeds received from the Company’s IPO. Other Debt During the year ended December 31, 2020, the Company repaid its working capital loan with SNBL which was classified as “other debt.” See Note 16, “Related Party Transactions,” for additional details on the Company’s transactions with SNBL. Scheduled Maturities of Long-term Debt and Finance Lease Obligations As of December 31, 2020, the scheduled maturities of long-term debt and settlement of finance lease obligations for each of the next five years and thereafter were as follows (in thousands): Year Amount 2021 $ 36,238 2022 3,035,512 2023 3,658 2024 3,508 2025 503,530 Thereafter 707,294 Total $ 4,289,740 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | LeasesThe Company’s operating and finance leases are primarily related to office, laboratory and other real estate facilities used in the delivery of clinical development services and laboratory services. Lease terms are determined at the commencement of the lease. The Company’s lease term may include options to extend the lease, when it is reasonably certain that the Company will exercise that option. As of December 31, 2020, the Company’s leases have remaining lease terms of less than one year to 16 years. The amount of finance lease ROU assets and liabilities and the associated financial statement line item they are included within on the consolidated balance sheets are as follows (in thousands): December 31, Classification 2020 2019 Property and equipment, net $ 20,299 $ 23,084 Current portion of long-term debt and finance lease obligations $ 3,213 $ 2,861 Long-term debt and finance lease obligations, less current portion 21,297 24,510 Total finance lease liabilities $ 24,510 $ 27,371 The components of total lease expense were as follows (in thousands): Years Ended December 31, Lease expenses 2020 2019 Finance lease cost: Amortization of ROU assets $ 2,785 $ 2,497 Interest on lease liabilities 1,869 1,968 Operating lease expense 60,150 54,179 Short-term lease expense 419 1,301 Variable lease expense 15,741 15,804 Total lease expense $ 80,964 $ 75,749 Supplemental cash flow information related to operating and finance leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 62,414 $ 52,502 Operating cash flows for finance leases 1,869 1,968 Financing cash flows for finance leases 2,861 1,948 ROU assets obtained in exchange for lease obligations: Operating leases 16,011 42,520 Finance leases — 3,736 Other information on operating and finance leases were as follows: Years Ended December 31, 2020 2019 Weighted-average remaining lease term: Operating leases 5.8 years 6.3 years Finance leases 7.5 years 8.5 years Weighted-average discount rate: Operating leases 5.5 % 5.8 % Finance leases 7.2 % 7.2 % As of December 31, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands): Year Operating Leases Finance Leases Total 2021 $ 61,918 $ 4,865 $ 66,783 2022 46,682 5,000 51,682 2023 33,921 4,610 38,531 2024 22,744 4,335 27,079 2025 13,938 4,186 18,124 2026 and thereafter 50,818 7,884 58,702 Total lease payments 230,021 30,880 260,901 Less: imputed interest 40,721 6,370 47,091 Total $ 189,300 $ 24,510 $ 213,810 |
Leases | LeasesThe Company’s operating and finance leases are primarily related to office, laboratory and other real estate facilities used in the delivery of clinical development services and laboratory services. Lease terms are determined at the commencement of the lease. The Company’s lease term may include options to extend the lease, when it is reasonably certain that the Company will exercise that option. As of December 31, 2020, the Company’s leases have remaining lease terms of less than one year to 16 years. The amount of finance lease ROU assets and liabilities and the associated financial statement line item they are included within on the consolidated balance sheets are as follows (in thousands): December 31, Classification 2020 2019 Property and equipment, net $ 20,299 $ 23,084 Current portion of long-term debt and finance lease obligations $ 3,213 $ 2,861 Long-term debt and finance lease obligations, less current portion 21,297 24,510 Total finance lease liabilities $ 24,510 $ 27,371 The components of total lease expense were as follows (in thousands): Years Ended December 31, Lease expenses 2020 2019 Finance lease cost: Amortization of ROU assets $ 2,785 $ 2,497 Interest on lease liabilities 1,869 1,968 Operating lease expense 60,150 54,179 Short-term lease expense 419 1,301 Variable lease expense 15,741 15,804 Total lease expense $ 80,964 $ 75,749 Supplemental cash flow information related to operating and finance leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 62,414 $ 52,502 Operating cash flows for finance leases 1,869 1,968 Financing cash flows for finance leases 2,861 1,948 ROU assets obtained in exchange for lease obligations: Operating leases 16,011 42,520 Finance leases — 3,736 Other information on operating and finance leases were as follows: Years Ended December 31, 2020 2019 Weighted-average remaining lease term: Operating leases 5.8 years 6.3 years Finance leases 7.5 years 8.5 years Weighted-average discount rate: Operating leases 5.5 % 5.8 % Finance leases 7.2 % 7.2 % As of December 31, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands): Year Operating Leases Finance Leases Total 2021 $ 61,918 $ 4,865 $ 66,783 2022 46,682 5,000 51,682 2023 33,921 4,610 38,531 2024 22,744 4,335 27,079 2025 13,938 4,186 18,124 2026 and thereafter 50,818 7,884 58,702 Total lease payments 230,021 30,880 260,901 Less: imputed interest 40,721 6,370 47,091 Total $ 189,300 $ 24,510 $ 213,810 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income before provision for income taxes were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Domestic $ (257,303) $ 668,036 $ 118,393 Foreign 444,851 (608,761) 28,237 Income before provision for income taxes $ 187,548 $ 59,275 $ 146,630 The components of the provision for income taxes were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 U.S. federal income taxes: Current $ (2,186) $ 32,051 $ 16,775 Deferred (30,304) (55,206) (24,426) U.S. state income taxes: Current 5,359 1,614 2,843 Deferred (2,383) (18,658) (3,038) Foreign income taxes: Current 58,796 44,657 49,411 Deferred (10,477) (1,501) (1,986) Provision for income taxes $ 18,805 $ 2,957 $ 39,579 On March 27, 2020, the U.S. government passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act provides wide-ranging economic relief, including significant changes to U.S. business tax provisions. These changes include, in summary, (i) modifications to limitations on the deductibility of net operating losses, (ii) modifications to limitations on the deductibility of business interest, (iii) alternative minimum tax credit acceleration and (iv) the expensing of qualified improvement property. The Company determined there were no significant impacts to its provision for income taxes for the year ended December 31, 2020 or prior tax years as a result of the CARES Act legislation. The Company is continuing to assess other legislative changes being considered by governments around the world in response to the COVID-19 pandemic. The corporate statutory U.S. federal income tax rate was 21% for the years ended December 31, 2020, 2019 and 2018. Taxes computed at the corporate statutory U.S. federal income tax rate are reconciled to the provision for income taxes as follows: Years Ended December 31, (dollars in thousands) 2020 2019 2018 Effective tax rate 10.0 % 5.0 % 27.0 % Income tax expense at federal statutory rate $ 39,385 $ 12,461 $ 30,792 State taxes, net of federal tax benefit 2,432 (13,437) (706) Nondeductible interest 682 7,781 9,749 Research and development credits (11,470) (11,206) (9,609) Transaction costs (4,139) 1,226 — Goodwill impairment — — 6,221 Change in valuation allowance (3,189) (6,550) 8,532 Foreign tax rate differential 19,709 39,776 (40,724) Foreign tax credit (47,974) (39,456) (24,999) Global intangible low-taxed income 63,858 65,918 46,269 Foreign-derived intangible income — — (6,225) Nondeductible compensation 7,763 — — Stock-based compensation (4,656) 3 56 Provision to return adjustment (94) (2,948) (9,098) Other taxes 1,670 1,542 2,358 Other permanent items 1,334 3,623 2,417 Intercompany financing (32,573) (67,607) 13,981 Effect of double taxation, net of dividend received 1,724 2,164 4,022 Unrecognized tax benefits (15,152) 9,807 6,541 Other, net (505) (140) 2 Provision for income taxes $ 18,805 $ 2,957 $ 39,579 The year over year change in 2020 and 2019 for the provision for income taxes is primarily due to the impact of the Company’s increase in pre-tax income and an increase in state income taxes, net of federal tax benefit, partially offset by releases of uncertain tax positions and an increase in foreign tax credits. During 2020, the change in foreign tax rate differential and intercompany financing was due to non-taxable gains related to intercompany debt financing structures. The year over year change in 2019 and 2018 for the provision for income taxes is primarily due to the impact of the Company’s decrease in pre-tax income, a benefit related to state income taxes, net of federal tax benefit related to tax reform, as well as the realization of carryforward foreign tax attributes and an increase in foreign R&D credits. During 2019, the change in foreign tax rate differential and intercompany financing was due to non-taxable gains resulting from the dissolution of intercompany debt financing structures and the 2018 benefit related to the foreign tax rate differential is attributable to an increase in pre-tax income recorded in foreign jurisdictions which have tax rates lower than the U.S. statutory tax rate and also considers the year over year changes in local tax rates. Deferred income taxes were as follows on the dates set forth below: December 31, 2020 2019 (in thousands) Assets Liabilities Assets Liabilities Property and equipment and intangible assets $ — $ 220,941 $ — $ 232,945 Operating lease obligations/ROU assets 44,960 41,117 49,932 46,404 Accrued expenses 28,955 — 26,412 — Investment basis difference — 33,264 — 32,066 Stock-based compensation awards 4,069 — 11,173 — Future benefit of tax credits 29,507 — 25,920 — Future benefit of carryforward losses 44,885 — 53,077 — Unearned revenue 51,304 — 32,230 — Interest rate swaps 29,516 — — 2,696 Other 19,124 24,069 22,436 23,104 Disallowed interest carryforward 92,671 — 78,697 — Valuation allowance (35,466) — (38,178) — Total deferred income taxes $ 309,525 $ 319,391 $ 261,699 $ 337,215 As of December 31, 2020, the Company has various state and foreign net operating losses in the amounts of $326.5 million and $148.5 million, respectively, that are subject to various carryforward periods of 5 years to 20 years or an indefinite carryforward period. The Company has also recorded deferred tax assets related to foreign tax credits in the amount of $25.8 million and other miscellaneous credits of $3.8 million, the majority of which expire in 2028. Additionally, the Company has recorded a deferred tax asset of $82.9 million as a result of the business interest expense limitations as well as $9.8 million related to certain foreign jurisdictions subject to an indefinite carryforward period. The Company also recorded a deferred tax asset of $29.5 million related to interest rate swaps entered into during 2020. As of December 31, 2020 and 2019, the Company recorded a valuation allowance against the carryforward attributes of $34.9 million and $36.8 million, respectively, which represents the portion of these amounts that the Company believes are not likely to be utilized. The Company also recorded a valuation allowance of $0.5 million and $1.4 million, respectively, for the years ended December 31, 2020 and 2019 against deferred tax assets for certain jurisdictions where no benefit is expected to be realized. The changes in valuation allowance for deferred tax assets for the periods indicated below were as follows: December 31, (in thousands) 2020 2019 2018 Balance at the beginning of the period $ (38,178) $ (88,980) $ (78,025) Additions charged to costs and expenses (9,280) (2,463) (11,527) Additions or reductions charged to other accounts (1) 114 43,418 — Reductions charged to costs and expenses 11,878 9,847 572 Balance at end of the period $ (35,466) $ (38,178) $ (88,980) (1) The balance includes the impact of deferred tax assets, purchase accounting and currency translation adjustments. The following is a tabular reconciliation of the total unrecognized tax benefits for the periods indicated below: December 31, (in thousands) 2020 2019 2018 Unrecognized tax benefit at beginning of period $ 39,733 $ 28,442 $ 21,890 Gross increases - tax positions in prior period 399 5,997 6,408 Gross decreases - tax positions in prior period (15,034) (7,967) (277) Gross increases - tax positions in current period 5,286 13,908 7,970 Foreign exchange rate movements 81 49 (275) Settlement (4,368) — — Lapse of statute (4,767) (696) (7,274) Unrecognized tax benefit at end of period $ 21,330 $ 39,733 $ 28,442 Included in the balance of unrecognized tax benefits as of December 31, 2020, 2019 and 2018 are $14.9 million, $28.8 million and $20.4 million, respectively, net of the federal benefit of state taxes that, if recognized, would reduce the Company’s effective tax rate. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $3.5 million within the next 12 months due to the filing of amended returns, settlement of audits and the expiration of the statutes of limitations. Interest and penalties recognized during the years ended December 31, 2020, 2019 and 2018 were insignificant. As of December 31, 2020 and 2019, the Company had accrued $2.9 million and $4.3 million, respectively, of interest and penalties with respect to unrecognized tax benefits. To the extent interest and penalties are not assessed with respect to unrecognized tax benefits, the Company will reduce amounts reflected as a reduction of the overall income tax provision (benefit). The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. The significant jurisdictions with periods subject to examination where the Company does business are the 2017 through 2019 tax years for the United States and the United Kingdom. Various U.S., foreign and state income tax returns are under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its results of operations, financial condition and/or cash flows. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company had variable rate borrowings under its 2015 Term Loan and now has variable rate borrowings under its New Term Loan, and as a result, was and is exposed to interest rate fluctuations on these borrowings. From time to time, the Company enters into interest rate swaps to mitigate the risk in fluctuations in interest rates. For hedges that qualify, the Company accounts for these interest rate swaps as qualifying cash flow hedges because their purpose is to hedge the Company’s exposure to increases in interest rates on its variable rate borrowings and as the interest rate swaps effectively convert variable rate borrowings to fixed rate borrowings based on the fixed interest rate for the interest rate swaps plus the applicable margin on the 2015 Term Loan and New Term Loan. For those interest rate swaps accounted for as cash flow hedges, the Company recognizes in accumulated other comprehensive loss (“AOCL”) or accumulated other comprehensive income (“AOCI”), net of tax, any changes in the fair value, representing unrealized gains or losses, of its interest rate swaps. The Company assesses effectiveness at inception and on an ongoing quarterly basis. The Company may also enter into interest rate swap agreements that are not designated as cash flow hedges for accounting purposes. Changes in the fair value of interest rate swaps not designated as cash flow hedges are reported in the statements of operations as part of other (expense) income, net. The Company does not use derivative financial instruments for speculative or trading purposes and does not offset the fair value amounts of its derivatives. In February 2020, the Company, in anticipation of refinancing certain portions of its outstanding variable rate debt, entered into three new variable to fixed interest rate swaps with multiple counterparties to hedge future interest rate exposure. At the inception date, the interest rate swaps were designated as cash flow hedges and accounted for in accordance with the aforementioned accounting policy. In February and March 2020, due to, among other factors, difficult and volatile conditions in the credit markets caused by the COVID-19 pandemic, the Company did not enter into the new variable rate debt as previously planned. Therefore, in March 2020, the Company entered into a fixed to variable interest rate swap which reduced the amount of variable rate debt being hedged. See Note 9, “Long-term Debt and Finance Lease Obligations,” and Note 20, “Subsequent Event,” for additional information on the Company’s refinancing of its variable rate debt. The following table summarizes the material terms of the interest rate swaps outstanding as of December 31, 2020 (dollars in thousands): Swap # Terms Notional Amount Fixed Interest Rate Maturity Date 1 Variable to fixed $ 1,500,000 1.19% March 31, 2025 2 Variable to fixed 1,500,000 1.22% March 31, 2025 3 Variable to fixed 500,000 1.17% March 31, 2025 4 Fixed to variable 500,000 0.52% March 31, 2025 The Company did not designate the fixed to variable swap as a cash flow hedge for accounting purposes. Simultaneously upon entering into the fixed to variable swap, the Company discontinued cash flow hedge accounting on a variable to fixed swap with the same notional amount and began recording the change in fair value directly in earnings. The unrealized losses recorded in AOCL at the date of discontinuance will be reclassified into (i) interest expense, net, or (ii) other (expense) income, net, for any portion of the originally forecasted transactions deemed not probable to occur, through the original maturity date of the interest rate swap. Going forward, the Company expects the change in fair value of the two undesignated swaps to mostly offset in earnings as the swaps economically offset each other. During the year ended December 31, 2020, the Company recorded a loss of $1.7 million in other (expense) income, net, from the settlement and change in the fair value of the undesignated interest rate swaps. Current market conditions, including dislocation in the financial markets and volatility in interest rates due to the COVID-19 pandemic, may affect the performance of the Company’s hedging relationships for cash flow hedges, which could cause the hedges to no longer be effective. The Company expects to reclassify current unrealized losses of $32.6 million within the next 12 months from AOCL to interest expense, net, on the consolidated statements of operations as interest payments are made on the New Term Loan. The Company recognized the following amounts of pre-tax (loss) gain as a component of OCI or OCL for the periods indicated below: (in thousands) Pre-Tax (Loss) Gain Recognized in OCI or OCL Derivatives in Cash Flow Hedging Relationships Years Ended December 31, 2020 2019 2018 Interest rate swaps $ (142,187) $ — $ 18,960 The following table provides the location of the pre-tax (loss) gain reclassified from AOCL into the consolidated statements of operations for the periods indicated below: Pre-Tax (Loss) Gain Reclassified from AOCL into Statements of Operations (in thousands) Location of (Loss) Gain Reclassified from AOCL into Statements of Operations Years Ended December 31, 2020 2019 2018 Interest rate swaps Interest expense, net $ (10,675) $ 12,327 $ 5,618 Interest rate swaps Other (expense) income, net (14,102) — — The fair value of derivative instruments consisted of the following balances as set forth on the dates below: December 31, 2020 2019 (in thousands) Balance sheet location Assets Liabilities Assets Liabilities Derivatives designated as hedging instruments: Interest rate swaps Other accrued expenses $ — $ 32,188 $ — $ — Interest rate swaps Other liabilities — 74,286 — — Derivatives not designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets 1,901 — — — Interest rate swaps Other assets 1,667 — — — Interest rate swaps Other accrued expenses — 5,184 — — Interest rate swaps Other liabilities — 11,893 — — $ 3,568 $ 123,551 $ — $ — The Company considers the fair value of the interest rate swap assets and liabilities to be a Level 2 classification within the fair value hierarchy. See Note 14, “Fair Value Measurements,” for additional information. |
Employee Savings and Pension Pl
Employee Savings and Pension Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Savings and Pension Plan | Employee Savings and Pension Plan Savings Plans The Company provides 401(k) retirement savings plans or other defined contribution savings plans (“Savings Plans”) to its qualified U.S. and non-U.S. employees. Under the Company’s primary U.S. savings plan, the Company matches 50% of the employee’s pre-tax retirement savings contribution up to a maximum of 3% of eligible earnings. Vesting in the Company match is 25% per vesting year of service in the plan, subject to a minimum number of hours worked threshold and other events which may trigger immediate vesting of the Company match. Under the Company’s primary non-U.S. savings plan in the United Kingdom, employees can contribute a maximum of their annual compensation and the Company matches those contributions with 5% to 8% of the employee’s annual compensation. Company matching contributions, net of forfeitures, for the Savings Plans for the years ended December 31, 2020, 2019 and 2018 were $29.9 million, $27.6 million and $25.5 million, respectively. Pension Plan The Pension Plan was closed to new participants as of December 31, 2002 and in December 2009, the Company closed the Pension Plan to additional contributions effective January 1, 2010. As amended, participants are entitled to receive benefits previously accrued, which are based on the expected amount of compensation at retirement and the number of years of service through January 1, 2010, but participants will receive no additional credit for subsequent years of service. The Company will, however, continue to make contributions in respect of the funding plan. The expected funding contributions to the Pension Plan are discretionary and can change at any time based on updated statutory funding position calculations, resulting changes to the funding recovery plan and other factors determined by the Company. The investment objectives for the Pension Plan are to provide for growth of capital with a moderate level of volatility by investing in accordance with target asset allocations to meet the benefit obligations of the Pension Plan, while continuing to be fully funded and managing the risk of the investment portfolio. The target allocations are selected by the trustees with the advice of an independent third-party investment manager who manages the assets and tracks the return on a benchmark portfolio (matching the strategic asset allocation), and reports the estimated funding level to the trustees, which in turn drives changes in the allocation of the Pension Plan assets. The target allocation is adjusted as necessary to align with the future expected liabilities of the Pension Plan. As of December 31, 2020, the target allocations of the Pension Plan were 38.5% equity securities and 61.5% debt securities, while the actual allocations were 35.0% equity securities and 65.0% debt securities. The trustees review the performance of the investment manager and Pension Plan assets on a continuous basis to ensure the trustees’ investment strategy is meeting the investment objectives. As of December 31, 2020, the Pension Plan’s accumulated benefit obligation (“ABO”) was $108.9 million, the projected benefit obligation (“PBO”) was $113.8 million and the fair value of plan assets was $112.5 million, resulting in an unfunded status of $1.3 million which was recorded in other liabilities on the consolidated balance sheets. As of December 31, 2019, the Pension Plan’s ABO was $89.6 million, the PBO was $92.5 million and the fair value of plan assets was $94.6 million, resulting in a funded status of $2.1 million which was recorded in other assets on the consolidated balance sheets. As of December 31, 2020, the Company expects to make funding contributions and benefit payments of $3.8 million and $1.1 million, respectively, related to the Pension Plan during 2021. The Company considers the Pension Plan assets to be a Level 2 classification within the fair value hierarchy. See Note 15, “Accumulated Other Comprehensive Loss,” for information on pension costs and other amounts recognized in OCL or (OCI) for the Pension Plan. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements The following table presents information about the Company’s assets and liability measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments $ 1,307 $ — $ 264,587 $ 265,894 Derivative instruments — 3,568 — 3,568 Total assets $ 1,307 $ 3,568 $ 264,587 $ 269,462 Liabilities Derivative instruments $ — $ 123,551 $ — $ 123,551 Recapitalization investment portfolio liability — — 204,742 204,742 Total liabilities $ — $ 123,551 $ 204,742 $ 328,293 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Investments $ 1,895 $ — $ 248,453 $ 250,348 Total assets $ 1,895 $ — $ 248,453 $ 250,348 Liabilities Contingent consideration $ — $ — $ 9,489 $ 9,489 Recapitalization investment portfolio liability — — 191,678 191,678 Total liabilities $ — $ — $ 201,167 $ 201,167 Investments - The Company records all of its investments (other than its equity method investments for which the fair value option has not been elected) at fair value. The Company’s Level 3 investments are in limited partnerships which invest in novel, innovative and potentially commercially viable biomedical products in clinical development as well as in early stage life sciences companies, some of which are public entities. It is inherently difficult to make accurate fair value estimates based on long-range projections of any pharmaceutical or biomedical product, especially with respect to products that have not completed clinical development and therefore have not received regulatory approval. Due to the lack of observable inputs, assumptions used can significantly impact the resulting fair value and therefore the partnerships’ result of operations. In addition, due to inherent uncertainty of valuation for these investments, estimates of fair value might differ from the value that would have been used had a ready market for these investments existed or from the value which would be realized upon disposition of these investments, and the differences could be material. The Company has elected the fair value option of accounting for its investments in Auven and venBio. The estimate of fair value for these investments involves an evaluation of the investment and its underlying assets, including the market for the investment, available information on historical and projected financial performance, the potential sale or initial public offering of the underlying assets, the stage of development of the underlying assets, recent private transactions, the market value of any publicly traded assets, control over the investment partnership and the lack of marketability of the investments, as well as the Company’s expected holding period, among other things. The Company records the fair value of these investments at the net asset value determined by the partnership adjusted for the aforementioned factors including the Company’s lack of control and the lack of marketability of the investments, where applicable. Due to the significant unobservable inputs and use of the Company’s own assumptions, the Company classifies such fair value investments within Level 3 of the fair value hierarchy. The following table summarizes the Company’s quantitative information about the fair value measurements of Auven and venBio at the dates indicated (dollars in thousands): Quantitative Information About Level 3 Fair Value Measurements for December 31, 2020 Description Fair Value Valuation Technique Unobservable Input Range of Rates Fair value option investments $253,801 Market evaluation/pricing models Discount for lack of marketability 12.5% - 32.5% Recent acquisition transactions Discount for lack of control 20.0% - 35.0% Quantitative information about Level 3 Fair Value Measurements for December 31, 2019 Description Fair Value Valuation Technique Unobservable Input Range of Rates Fair value option investments $243,067 Market evaluation/pricing models Discount for lack of marketability 10.0% - 30.0% Recent acquisition transactions Discount for lack of control 20.0% - 35.0% The Company also holds an equity investment in a publicly traded late-stage clinical biopharmaceutical company which it classifies within Level 1 of the fair value hierarchy due to the active market with quoted prices for this investment. See Note 6, “Investments,” for additional information on the Company’s investments. Changes in fair value of the Company’s investments measured on a recurring basis using significant unobservable inputs (Level 3) were as follows: (in thousands) 2020 2019 Balance as of January 1, $ 248,453 $ 256,124 Recognized fair value gains (losses) 53,256 (11,288) Cash distributions received (43,974) (452) Capital contributions paid 6,852 4,069 Balance as of December 31, $ 264,587 $ 248,453 Recapitalization Investment Portfolio Liability Changes in fair value of the Recapitalization Investment Portfolio Liability measured on a recurring basis using significant unobservable inputs (Level 3) were as follows: (in thousands) 2020 2019 Balance as of January 1, $ 191,678 $ 198,524 Recapitalization investment portfolio consideration change in value 33,538 (6,846) Cash distributions paid (20,474) — Balance as of December 31, $ 204,742 $ 191,678 The balances in the table above represent the full amount of the Recapitalization Investment Portfolio Liability. As of December 31, 2020, $12.8 million of the $204.7 million above was classified as short-term and was included as part of other accrued expenses on the consolidated balance sheets. Contingent Consideration During 2020, the Company paid the contingent consideration liability of $9.5 million due to the seller in connection with its 2019 acquisition of Medimix. See Note 5, “Business Combinations,” for additional information on the Medimix acquisition. Nonrecurring Fair Value Measurements See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” for additional information on the Company’s assets and liabilities that are not remeasured to fair value on a recurring basis. Fair Value of Financial Instruments The Company estimated the fair value of its financial instruments using available market information as of December 31, 2020 and 2019. The estimate of fair value has been determined based on the fair value hierarchy for U.S. GAAP. The following table presents information about the carrying value and estimated fair value of the Company’s financial instruments on the dates set forth below: December 31, 2020 December 31, 2019 (in thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: Cash and cash equivalents $ 767,999 $ 767,999 $ 345,187 $ 345,187 Liabilities: 2015 Term Loan 3,064,006 3,067,652 3,096,429 3,111,911 2025 Notes 500,000 527,645 — — 2028 Notes 700,000 754,257 — — OpCo Notes — — 1,125,000 1,164,566 Initial HoldCo Notes — — 550,000 559,873 Additional HoldCo Notes — — 900,000 915,120 Other debt — — 5,707 5,707 Cash and Cash Equivalents - The carrying amount approximates fair value due to the short-term maturity of these financial instruments (less than three months). The Company considers the fair value of cash and cash equivalents to be a Level 1 classification within the fair value hierarchy. 2015 Term Loan - The estimated fair value of the 2015 Term Loan is based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source. The Company considers the fair value of the 2015 Term Loan to be a Level 2 classification within the fair value hierarchy. 2025 Notes, 2028 Notes, OpCo Notes and HoldCo Notes - The estimated fair values of the 2025 Notes and the 2028 Notes are based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source. The Company considers the fair values of the 2025 Notes and 2028 Notes to be a Level 2 classification within the fair value hierarchy. The estimated fair values of the Company’s previously outstanding OpCo Notes and HoldCo Notes were determined in the same manner as the 2025 Notes and 2028 Notes. Other Debt - The carrying amount of the previously outstanding other debt approximated fair value due to the nature of the obligation. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The balances of AOCL or AOCI, each net of tax, were as follows on the dates set forth below: (in thousands) Foreign Derivative Defined Benefit Plan Accumulated Other Comprehensive Balance as of December 31, 2017 $ (240,099) $ 6,930 $ (1,208) $ (234,377) (OCL) or OCI before reclassifications (91,177) 14,498 861 (75,818) Amounts reclassified from AOCI or (AOCL ) — (4,261) 643 (3,618) Other — 922 — 922 Net (OCL) or OCI (91,177) 11,159 1,504 (78,514) Balance as of December 31, 2018 (331,276) 18,089 296 (312,891) OCI or (OCL) before reclassifications 24,824 — (1,803) 23,021 Amounts reclassified from AOCI — (9,523) 489 (9,034) Net OCI or (OCL) 24,824 (9,523) (1,314) 13,987 Balance as of December 31, 2019 (306,452) 8,566 (1,018) (298,904) OCI or (OCL) before reclassifications 105,026 (107,138) (3,006) (5,118) Amounts reclassified from AOCI or AOCL — 18,650 527 19,177 Net OCI or (OCL) 105,026 (88,488) (2,479) 14,059 Balance as of December 31, 2020 $ (201,426) $ (79,922) $ (3,497) $ (284,845) The following table presents the significant reclassifications to the statements of operations out of AOCI or AOCL and the line item affected on the consolidated statements of operations for the respective periods: (in thousands) Years Ended December 31, Details about AOCI or AOCL Components 2020 2019 2018 Affected line item in statements of operations (Losses) gains on derivative instruments: Interest rate swaps $ (10,675) $ 12,327 $ 5,618 Interest expense, net Interest rate swaps (14,102) — — Other (expense) income, net Total before income tax benefit (expense) (24,777) 12,327 5,618 Income tax benefit (expense) 6,127 (2,804) (1,357) Provision for income taxes Total net of income tax $ (18,650) $ 9,523 $ 4,261 Defined benefit plan: Amortization of actuarial loss $ (655) $ (605) $ (784) Other (expense) income, net Income tax benefit 128 116 141 Provision for income taxes Total net of income tax $ (527) $ (489) $ (643) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Majority Sponsor Transactions The Company was party to consulting services agreements with affiliates of The Carlyle Group Inc. (“Carlyle”) and affiliates of Hellman & Friedman LLC (“H&F” and, together with Carlyle, the “Majority Sponsors”) under which the Company paid the Majority Sponsors a fee for consulting services provided to the Company as well as reimbursements for out-of-pocket expenses incurred in conjunction with such services. The consulting services agreements terminated pursuant to their terms upon completion of the Company’s IPO on February 10, 2020. The Company incurred consulting and out-of-pocket expenses for services rendered under the consulting agreement of $0.4 million, $3.8 million and $3.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. These expenses are recorded as a component of SG&A expenses on the consolidated statements of operations. Affiliates of one of the Majority Sponsors had funded commitments in the 2015 Term Loan totaling $12.6 million and $78.0 million, respectively, as of December 31, 2020 and 2019. The amounts paid to the relevant affiliates for the 2015 Term Loan for the respective periods were as follows: Years Ended December 31, (in thousands) 2020 2019 Interest paid $ 1,624 $ 3,900 Principal paid 441 800 Recapitalization Investment Portfolio distributions made to the Majority Sponsors for the year ended December 31, 2020 were $18.9 million. There were no such payments made during the year ended December 31, 2019. As of December 31, 2020, the Company owed $11.8 million in Recapitalization Investment Portfolio distributions to the Majority Sponsors. This payable is included as part of other accrued expenses on the consolidated balance sheets and was paid to the Majority Sponsors in January 2021. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” for additional information related to the Recapitalization. SNBL Transactions Both the Company and SNBL have service agreements to provide administrative and support services to PPD-SNBL, both of which will remain in effect as long as the PPD-SNBL shareholders agreement remains in effect. The Company and SNBL also have a collaboration agreement under which the parties may collaborate on various drug development services. This collaboration agreement will remain in effect as long as SNBL owns at least 20% of PPD-SNBL. For the years ended December 31, 2020, 2019 and 2018, the Company incurred expenses for services rendered under the services agreement of $1.3 million, $1.5 million and $1.3 million, respectively. The expenses are recorded as a component of SG&A expenses on the consolidated statements of operations. As of December 31, 2019, the Company owed SNBL $0.3 million for services rendered under the services agreement. No amount was owed to SNBL as of December 31, 2020. As of December 31, 2019, PPD-SNBL owed SNBL $5.7 million related to a working capital loan. During the year ended December 31, 2020, the Company repaid the balance of this working capital loan. This loan was previously classified as long-term debt on the consolidated balance sheets and as “other debt” in Note 9, “Long-term Debt and Finance Lease Obligations.” Additionally, during the year ended December 31, 2020, PPD-SNBL made a distribution of $3.8 million to SNBL. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table provides a reconciliation of the numerator and denominator of the basic and diluted EPS computations for the periods set forth below: (dollars in thousands, except per share data) Years Ended December 31, Numerator: 2020 2019 2018 Net income $ 160,556 $ 52,755 $ 106,865 Net income attributable to noncontrolling interest (6,865) (4,934) (2,679) Recapitalization investment portfolio consideration (33,538) 6,846 (7,849) Net income attributable to common stockholders of PPD, Inc. $ 120,153 $ 54,667 $ 96,337 Denominator: Basic weighted-average common shares outstanding 341,178 279,285 279,238 Effect of dilutive stock options and share awards 5,506 1,408 79 Diluted weighted-average common shares outstanding 346,684 280,693 279,317 Earnings per share: Basic $ 0.35 $ 0.20 $ 0.34 Diluted $ 0.35 $ 0.19 $ 0.34 See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” for additional information related to the Recapitalization and Note 4, “Stockholders’ Deficit and Redeemable Noncontrolling Interest,” for additional information related to shares. The number of potential common shares outstanding that were considered anti-dilutive using the treasury stock method and therefore excluded from the computation of diluted EPS, weighted for the portion of the period they were outstanding, are as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Anti-dilutive stock options and restricted stock 436 434 106 At December 31, 2020, unvested performance-based options, unvested PSUs and unvested liquidity/realization options totaling 4.5 million potential shares were outstanding but excluded from the calculation of diluted EPS, as these shares are contingently issuable based on the Company’s actual or expected achievement of performance factors or certain market conditions. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company is managed through two reportable segments, Clinical Development Services and Laboratory Services. The Company determines reportable segments using the management approach. The management approach is based on how the CODM organizes the segments for purposes of assessing performance and making operating decisions. The Clinical Development Services segment provides a wide range of services to its customers including early development/Phase I, patient recruitment and enrollment, investigator site management, Phase II-IV clinical trial management, medical communications and various peri- and post-approval services. The Laboratory Services segment provides comprehensive services to its customers including bioanalytical, vaccine sciences, GMP, central lab and biomarker testing. Both segments provide services to pharmaceutical, biotechnology, medical device, government organizations and other industry participants. The Company’s CODM assesses segment performance and makes resource allocation decisions based on segment revenues and segment operating income. The CODM reviews the Company’s assets on a consolidated basis and does not assess performance or make operating decisions based on segment assets. Information on reportable segment revenue and segment operating income, including a reconciliation of segment operating income to consolidated income from operations, for the respective periods were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Segment revenue: Clinical Development Services $ 3,804,873 $ 3,354,163 $ 3,182,870 Laboratory Services 876,601 676,854 566,101 Total segment revenue 4,681,474 4,031,017 3,748,971 Segment direct costs: Clinical Development Services 1,265,314 1,162,678 1,064,557 Laboratory Services 393,329 307,346 258,472 Total segment direct costs 1,658,643 1,470,024 1,323,029 Segment reimbursed costs: Clinical Development Services 1,085,977 845,580 876,617 Laboratory Services 114,777 79,054 64,296 Total segment reimbursed costs 1,200,754 924,634 940,913 Segment SG&A expenses: Clinical Development Services 578,898 529,425 475,242 Laboratory Services 92,097 81,373 68,305 Total segment SG&A expenses 670,995 610,798 543,547 Segment operating income: Clinical Development Services 874,684 816,480 766,454 Laboratory Services 276,398 209,081 175,028 Total segment operating income 1,151,082 1,025,561 941,482 Operating costs and expenses not allocated to segments: Direct costs 23,403 14,234 10,783 SG&A expenses 339,132 328,008 269,488 Depreciation and amortization 279,116 264,830 258,974 Long-lived and goodwill asset impairments 1,414 1,284 29,626 Income from operations $ 508,017 $ 417,205 $ 372,611 The tables below present certain entity-wide information about the Company’s operations by geographic location. The Company allocates revenues to geographic locations based on where the services are performed. Total revenues by geographic location are as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Revenue: North America (1) $ 2,645,683 $ 2,155,609 $ 1,981,814 Latin America 178,877 147,375 129,644 Europe, Middle East and Africa (2) 1,348,056 1,310,573 1,280,861 Asia-Pacific 508,858 417,460 356,652 Revenue $ 4,681,474 $ 4,031,017 $ 3,748,971 (1) Revenue for the North America region includes revenue attributable to the United States of $2,633,139, $2,132,275 and $1,960,637, respectively, for the years ended December 31, 2020, 2019 and 2018. (2) Revenue for the Europe, Middle East and Africa region includes revenue attributable to the United Kingdom of $583,036, $659,350 and $655,314, respectively, for the years ended December 31, 2020, 2019 and 2018. Total property and equipment, net, by geographic location is as follows: December 31, (in thousands) 2020 2019 Property and equipment, net: North America (1) $ 396,180 $ 372,163 Latin America 2,933 4,294 Europe, Middle East and Africa 53,784 51,780 Asia-Pacific 43,577 30,608 Total property and equipment, net $ 496,474 $ 458,845 (1) Property and equipment, net, for the North America region includes property and equipment, net, attributable to the United States of $396,173 and $372,033, respectively, as of December 31, 2020 and 2019. |
Entity-wide Information by Geog
Entity-wide Information by Geographic Location | 12 Months Ended |
Dec. 31, 2020 | |
Segments, Geographical Areas [Abstract] | |
Entity-wide Information by Geographic Location | Segments The Company is managed through two reportable segments, Clinical Development Services and Laboratory Services. The Company determines reportable segments using the management approach. The management approach is based on how the CODM organizes the segments for purposes of assessing performance and making operating decisions. The Clinical Development Services segment provides a wide range of services to its customers including early development/Phase I, patient recruitment and enrollment, investigator site management, Phase II-IV clinical trial management, medical communications and various peri- and post-approval services. The Laboratory Services segment provides comprehensive services to its customers including bioanalytical, vaccine sciences, GMP, central lab and biomarker testing. Both segments provide services to pharmaceutical, biotechnology, medical device, government organizations and other industry participants. The Company’s CODM assesses segment performance and makes resource allocation decisions based on segment revenues and segment operating income. The CODM reviews the Company’s assets on a consolidated basis and does not assess performance or make operating decisions based on segment assets. Information on reportable segment revenue and segment operating income, including a reconciliation of segment operating income to consolidated income from operations, for the respective periods were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Segment revenue: Clinical Development Services $ 3,804,873 $ 3,354,163 $ 3,182,870 Laboratory Services 876,601 676,854 566,101 Total segment revenue 4,681,474 4,031,017 3,748,971 Segment direct costs: Clinical Development Services 1,265,314 1,162,678 1,064,557 Laboratory Services 393,329 307,346 258,472 Total segment direct costs 1,658,643 1,470,024 1,323,029 Segment reimbursed costs: Clinical Development Services 1,085,977 845,580 876,617 Laboratory Services 114,777 79,054 64,296 Total segment reimbursed costs 1,200,754 924,634 940,913 Segment SG&A expenses: Clinical Development Services 578,898 529,425 475,242 Laboratory Services 92,097 81,373 68,305 Total segment SG&A expenses 670,995 610,798 543,547 Segment operating income: Clinical Development Services 874,684 816,480 766,454 Laboratory Services 276,398 209,081 175,028 Total segment operating income 1,151,082 1,025,561 941,482 Operating costs and expenses not allocated to segments: Direct costs 23,403 14,234 10,783 SG&A expenses 339,132 328,008 269,488 Depreciation and amortization 279,116 264,830 258,974 Long-lived and goodwill asset impairments 1,414 1,284 29,626 Income from operations $ 508,017 $ 417,205 $ 372,611 The tables below present certain entity-wide information about the Company’s operations by geographic location. The Company allocates revenues to geographic locations based on where the services are performed. Total revenues by geographic location are as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Revenue: North America (1) $ 2,645,683 $ 2,155,609 $ 1,981,814 Latin America 178,877 147,375 129,644 Europe, Middle East and Africa (2) 1,348,056 1,310,573 1,280,861 Asia-Pacific 508,858 417,460 356,652 Revenue $ 4,681,474 $ 4,031,017 $ 3,748,971 (1) Revenue for the North America region includes revenue attributable to the United States of $2,633,139, $2,132,275 and $1,960,637, respectively, for the years ended December 31, 2020, 2019 and 2018. (2) Revenue for the Europe, Middle East and Africa region includes revenue attributable to the United Kingdom of $583,036, $659,350 and $655,314, respectively, for the years ended December 31, 2020, 2019 and 2018. Total property and equipment, net, by geographic location is as follows: December 31, (in thousands) 2020 2019 Property and equipment, net: North America (1) $ 396,180 $ 372,163 Latin America 2,933 4,294 Europe, Middle East and Africa 53,784 51,780 Asia-Pacific 43,577 30,608 Total property and equipment, net $ 496,474 $ 458,845 (1) Property and equipment, net, for the North America region includes property and equipment, net, attributable to the United States of $396,173 and $372,033, respectively, as of December 31, 2020 and 2019. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventDebt RefinancingOn January 13, 2021, the Company refinanced its 2015 Credit Agreement with the New Credit Agreement consisting of a $3,050.0 million New Term Loan issued at 99.5% of face value, or a discount of 0.5%, and a $600.0 million New Revolving Credit Facility. The New Term Loan matures in January 2028 and the New Revolving Credit Facility matures in January 2026. See Note 9, “Long-term Debt and Finance Lease Obligations,” for additional information on the New Credit Agreement. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of the Registrant | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of the Registrant | SCHEDULE I Condensed Financial Information of the Registrant PPD, Inc. (Parent Company Only) STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands) Years Ended December 31, 2020 2019 2018 Equity in income of subsidiaries $ 160,002 $ 53,159 $ 105,308 General and administrative expenses 8,512 6,452 1,345 Income before benefit from income taxes 151,490 46,707 103,963 Benefit from income taxes (2,201) (1,114) (223) Net income 153,691 47,821 104,186 Equity in other comprehensive income (loss) of subsidiaries 12,202 13,777 (78,994) Total comprehensive income $ 165,893 $ 61,598 $ 25,192 The accompanying notes are an integral part of these condensed financial statements. PPD, Inc. (Parent Company Only) BALANCE SHEETS (in thousands, except par value) December 31, 2020 2019 Assets Cash and cash equivalents $ 77,665 $ 2,458 Other assets 3,056 3,699 Total assets $ 80,721 $ 6,157 Liabilities and Stockholders' Deficit Other liabilities $ 206,483 $ 205,819 Recapitalization investment portfolio liability 191,923 191,678 Investments in subsidiaries 428,835 2,306,808 Total liabilities 827,241 2,704,305 Common stock $0.01 par value, 2,000,000 shares authorized; 350,858 shares issued and 350,132 shares outstanding as of December 31, 2020 and 2,080,000 shares authorized; 280,127 shares issued and 279,426 shares outstanding as of December 31, 2019 3,509 2,801 Other stockholders' deficit (750,029) (2,700,949) Total stockholders' deficit (746,520) (2,698,148) Total liabilities and stockholders' deficit $ 80,721 $ 6,157 The accompanying notes are an integral part of these condensed financial statements. PPD, Inc. (Parent Company Only) STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2020 2019 2018 Net cash used in operating activities $ (19,154) $ (15,492) $ (2,105) Cash flows from investing activities: Return of capital from subsidiaries — 1,260,681 123,000 Investments in and advances to subsidiaries (1,683,278) — — Net cash (used in) provided by investing activities (1,683,278) 1,260,681 123,000 Cash flows from financing activities: Net proceeds from initial public offering 1,772,960 — — Purchase of treasury stock (626) (4,012) (8,630) Proceeds from exercise of stock options 24,264 4,524 923 Recapitalization tax benefit distribution — — (99,745) Recapitalization investment portfolio distribution (18,959) — (14,741) Proceeds from employee stock purchases — — 480 Return of capital and special dividend to stockholders — (1,246,000) — Net cash provided by (used in) financing activities 1,777,639 (1,245,488) (121,713) Net change in cash and cash equivalents 75,207 (299) (818) Cash and cash equivalents at beginning of period 2,458 2,757 3,575 Cash and cash equivalents at end of period $ 77,665 $ 2,458 $ 2,757 The accompanying notes are an integral part of these condensed financial statements. Notes to Registrant’s Condensed Financial Statements (Parent Company Only) Basis of Presentation These condensed PPD, Inc. (“PPD” or “Parent Company”) only financial statements have been prepared in accordance with Rule 12-04 of Regulation S-X, as the restricted net assets of the subsidiaries of the Parent Company exceed 25% of the consolidated net assets of the Parent Company as stipulated by Rule 5-04, Section I from Regulation S-X. The ability of the Parent Company’s operating subsidiaries to pay dividends is restricted due to the terms of the subsidiaries’ credit agreement and indenture as defined in Note 9, “Long-term Debt and Finance Lease Obligations,” to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. These condensed Parent Company only financial statements have been prepared using the same accounting principles and policies described in the notes to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, with the only exception being that the Parent Company accounts for investments in its subsidiaries using the equity method. Other liabilities in the condensed balance sheets include related party transactions with subsidiaries. Cash payments made by subsidiaries on behalf of the Parent Company during the year ended December 31, 2020 include $1.5 million related to the recapitalization investment portfolio liability. Cash payments made by subsidiaries on behalf of the Parent Company during the year ended December 31, 2019 include $2.6 million in professional fees related to the Parent Company’s initial public offering and $19.7 million in cash settlements to stockholders related to the stock option modification. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. Dividends Paid There were no dividends paid to the Parent Company by subsidiaries in 2020. The following summarizes the dividends paid to the Parent Company by subsidiaries in 2019 (in thousands): Paid in May 2019 $ 1,086,281 Paid in November 2019 174,400 Total paid in 2019 $ 1,260,681 Subsequent Event On January 13, 2021, PPD and its indirect wholly-owned subsidiary, PPD Development, L.P. entered into and closed a new (i) $3,050.0 million aggregate principal amount senior secured first-lien term loan facility issued at 99.5% of face value, or a discount of 0.5%, maturing in January 2028 (the “New Term Loan”) and (ii) $600.0 million committed principal amount senior secured first-lien revolving credit facility maturing in January 2026 under the credit agreement dated as of January 13, 2021 (the “New Credit Agreement”). The proceeds from borrowings under the New Term Loan, together with cash on hand, were used to (i) refinance in full the principal amount outstanding and accrued and unpaid interest, fees and other amounts then due and owing under the term loan outstanding under its then-existing credit agreement, and (ii) pay fees and expenses relating to the New Credit Agreement. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. Amounts pertaining to the redeemable noncontrolling ownership interest held by a third-party in the operating results and financial position of the Company’s indirect majority-owned subsidiary are included as a noncontrolling interest. |
Use of Estimates | Use of Estimates The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company monitors estimates and assumptions and updates these estimates and assumptions as facts and circumstances change and new information is obtained, including facts and circumstances related to the novel coronavirus disease (“COVID-19”) pandemic. Actual results could differ from those estimates and assumptions due to, among other things, the impacts caused by the COVID-19 pandemic. |
Revenue Recognition/Direct and Reimbursed Costs/Accounts Receivable, Unbilled Services and Unearned Revenue | Revenue Recognition The Company enters into contracts with customers to provide services in which contract consideration is generally based on fixed-fee or variable pricing arrangements. The Company recognizes revenue arising from contracts with customers in an amount that reflects the consideration that the Company expects to receive in exchange for the services it provides. The Company determines its revenue recognition through the following five steps: (i) identification of the contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when, or as, the Company satisfies its performance obligations in the contract. The Company’s contracts are service contracts that generally have a duration of a few months to several years with revenue being recognized primarily over time as services are provided to the customer in satisfaction of its performance obligations. The majority of the Company’s contracts can be terminated by the customer either immediately or after a specified notice period. Upon early termination, the contracts generally require the customer to pay the Company for: (i) consideration earned through the termination date, which is consistent with the level of cost and effort expended through the termination date, (ii) consideration for services to complete the work still required to be performed and reimbursement for other related expenses, as applicable, (iii) reimbursement for certain non-cancelable expenditures and (iv) in certain cases, payment to cover a portion of the total consideration under the contract or a termination penalty. Changes to the scope of the Company’s services are common, especially under long-term contracts, and a change in the scope of services generally results in a change in the transaction price. Changes in scope are reflected through contract modifications which are assessed on a contract-by-contract basis to determine if they should be accounted for as a new contract or part of the original contract. Generally, contract modifications are accounted for as part of the existing contract as the services to be provided for the modification are not distinct from the existing services provided under the contract. When contract modifications are accounted for as part of the existing contract, the effect of the contract modification on the transaction price and measure of progress under the contract is recognized as a cumulative adjustment to revenue as of the date of the modification. In many cases, the Company’s contracts include variable consideration that is contingent upon the occurrence of future events, such as volume rebates, performance incentives and performance penalties or other variable consideration such as third-party pass-through and out-of-pocket costs incurred, which may impact the transaction price. Variable consideration is estimated using the expected value or the most likely amount of consideration and is included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The estimation of variable consideration is based on the Company’s expected performance under the contract and where applicable, available historical, current and forecasted information to support such estimate. Actual results could differ significantly from estimates. The Company incurs third-party pass-through and out-of-pocket costs in the performance of services under its contracts which are reimbursed by the customer. Third-party pass-through and out-of-pocket costs include, but are not limited to, payments to investigators, payments for the use of third-party technology, shipping costs and travel costs related to the performance of services. The Company records third-party pass-through and out-of-pocket costs as revenue and the related costs incurred as reimbursed costs on the consolidated statements of operations. These reimbursed costs are included as revenue as the Company is the principal in the relationship, is primarily responsible for the services provided by third parties and significantly integrates the services of third parties with its own services in delivering a combined output to the customer. The Company excludes from revenue amounts collected and paid to governmental authorities, such as value-added taxes, that are associated with revenue transactions. All of the Company’s revenue is from contracts with customers. See below for additional information by reportable segment. The methods used to recognize revenue as discussed below align with the satisfaction of the performance obligations and benefits received by the customer over time, as the customer would not need to have the services re-performed if the remaining unfulfilled performance obligations were transferred to another party. When contracts for clinical development services and laboratory services contain multiple performance obligations, the transaction price is allocated to each performance obligation based on a directly observable relative standalone selling price. When not directly observable, the Company utilizes an expected cost plus a margin in order to estimate standalone selling price. Clinical Development Services The Company’s Clinical Development Services segment provides a wide range of clinical development services to its customers including early development/Phase I, patient recruitment and enrollment, investigator site management, Phase II-IV clinical trial management, medical communications and various peri- and post-approval services. Clinical Development Service contracts are generally fixed-fee, fee-for-service or time and materials contracts and include full-service partnerships, functional service partnerships and other custom-built offerings and tailored services. The Company’s full-service clinical trial management contracts include multiple promised services such as trial feasibility, investigator recruitment, clinical trial monitoring, project management, database management and biostatistical services, among others. The Company’s full-service clinical trial management services constitute a single performance obligation, which is the delivery of clinical trial data and related reports, as the Company provides a significant service of integrating all promises in the contract and the promises are highly interdependent and interrelated with one another. The Company uses a cost-to-cost input method to recognize revenue for the satisfaction of the performance obligation for full-service contracts. Actual total costs incurred, which is inclusive of direct, third-party pass-through and out-of-pocket costs, is compared to the estimated total costs to satisfy the performance obligation under the contract. This ratio is then multiplied by the estimated total contract consideration to calculate and recognize revenue. This methodology is consistent with the manner in which the customer receives the benefit of the work performed over time as services are rendered and is generally consistent with the Company’s contract termination provisions. Direct costs consist primarily of the amount of direct labor and certain overhead for the delivery of services. The inclusion of actual incurred and estimated total third-party pass-through and out-of-pocket costs in the measure of progress may create a timing difference between the amount of revenue recognized and the actual third-party pass-through and out-of-pocket costs incurred. The Company reviews and revises estimated total costs to satisfy the performance obligation throughout the life of the contract, with adjustments to revenue resulting from such revisions being recorded in the period in which the change in estimate is determined. Estimated total costs are determined as part of the customer proposal and negotiation process, based on the scope of work, the complexity of the clinical trial services, the geographic locations involved, industry information and historical experience, among other factors. Monthly, accumulated actual total costs on each project are compared to the current estimated total costs to complete the performance obligation under the contract. This process includes, among other things: • a comparison of actual total costs incurred in the current month to the budgeted total costs for the month; • detailed input from project teams relating to the status of the project, including the rate of enrollment, the ability to complete individual tasks in the time allotted, the anticipated total units to be achieved, an assessment of expected third-party pass-through and out-of-pocket costs and potential changes to the project scope; • a comparison of third-party pass-through and out-of-pocket costs to direct costs and direct units to be achieved; • a comparison of the fees invoiced and collected to revenue recognized; • a review of experience on projects recently completed or currently running; and • a review of specific customer and industry changes. As a result, the Company might determine that previous estimates of total costs need to be revised based upon the new information and such changes in estimates may have a material impact on revenue recognized. In addition, a change in the scope of work generally results in the negotiation of a contract modification to increase or decrease the estimated total contract consideration along with an associated increase or decrease in the estimated total costs to complete. The Company recognizes revenue for other clinical development services using a variety of input and output methods depending on the type of contract and/or the performance obligations in the contract. Methods utilized primarily include cost-to-cost, units delivered, such as patients recruited or tasks performed, hours expended and the right to invoice practical expedient. Laboratory Services The Company’s Laboratory Services segment provides comprehensive laboratory services to its customers including bioanalytical, vaccine sciences, good manufacturing practices (“GMP”), central lab and biomarker testing. Laboratory Services contracts are generally fixed-fee, fee-for-service or time and materials contracts. The Company’s laboratory services contracts include multiple service promises such as research and development, sample testing, sample management, certain clinical trial management services and providing full-time equivalent resources, among others. The Company’s laboratory services contracts generally contain multiple performance obligations based on the types of services provided as the Company does not provide a significant integration service, nor are the services highly interrelated or interdependent. The Company uses a variety of output methods to recognize revenue depending on the type of contract and the performance obligations in the contract. Methods primarily utilized to recognize revenue include units delivered, milestones achieved and full-time equivalent resources provided. Operating Costs and Expenses The Company’s operating costs and expenses primarily consist of direct costs, reimbursed costs, SG&A expenses and depreciation and amortization. Direct Costs Direct costs represent costs for providing services to customers. Direct costs primarily include labor-related costs, such as compensation and benefits for employees providing services, an allocation of facility and information technology costs, supply costs, costs for certain media-related services for patient recruitment, stock-based compensation expense, other overhead costs and offsetting research and development (“R&D”) incentive credits. Direct costs typically increase or decrease with changes in revenue and may fluctuate significantly from period to period as a percentage of revenue due to staff labor utilization, project labor mix, the type of services, changes to the timing of work performed and project inefficiencies, among other factors. Reimbursed Costs Reimbursed costs include third-party pass-through and out-of-pocket costs which are generally reimbursable by the Company’s customers at cost. Third-party pass-through and out-of-pocket costs include, but are not limited to, payments to investigators, payments for the use of third-party technology, shipping costs and travel costs related to the performance of services, among others. Third-party pass-through and out-of-pocket costs are incurred across both of the Company’s reportable segments. Because services associated with reimbursed costs are generally provided by us without profit or mark-up and fluctuate from period to period without being important to the Company’s underlying performance over the full term of a contract, these costs do not have a significant impact on the Company’s income from operations. While fluctuations from period to period are not meaningful over the full term of a contract, actual and estimated reimbursed costs can impact revenue recognized, consolidated income from operations and segment operating income throughout the duration of a contract. In the normal course of business, the Company generally establishes prerequisites for billings based on contractual provisions, including payment schedules, the completion of milestones or the submission of appropriate billing detail based on the performance of services during a specified period. Payment for the Company’s services may or may not coincide with the recognition of revenue. The Company’s intent with its invoicing and payment terms is not to provide financing to the customer or receive financing from the customer. Payment terms with customers are short-term, as payment for services is typically due less than one year from the date of billing. Accounts receivable represents amounts for which invoices have been provided to customers pursuant to contractual terms. Unbilled services represent revenue earned and recognized for services performed to date for which amounts have not yet been billed to the customer pursuant to contractual terms. Contract assets represent unbilled services where the Company's right to bill includes something other than the passage of time, such as the satisfaction of milestones related to a performance obligation for services. Contract assets are recorded as part of accounts receivable and unbilled services, net, on the consolidated balance sheets. The Company records unearned revenue, also referred to as contract liabilities, for amounts collected from or billed to customers in excess of revenue recognized. The Company reduces unearned revenue and recognizes revenue as the related performance obligations for services are performed. Unearned revenue and contract assets are recorded net on a contract-by-contract basis at the end of each reporting period. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses SG&A expenses represent costs of business development, administrative and support functions. SG&A expenses primarily include compensation and benefits for employees, costs related to employees performing administrative tasks, stock-based compensation expense, sales, marketing and promotional expenses, employee recruiting and relocation expenses, employee training costs, travel costs, an allocation of facility and information technology costs and other overhead costs. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization represents the costs charged for the Company’s property and equipment and intangible assets. The Company records depreciation and amortization on property and equipment using the straight-line method, based on the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful lives of the improvements. The Company amortizes software developed or obtained for internal use over the estimated useful life of the software or term of the licensing agreement. Amortization expense primarily comes from acquired definite-lived intangible assets. The Company amortizes definite-lived intangible assets using either the straight-line method or sum-of-the-years digits method over the estimated useful lives of the assets. |
Leases | Leases The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”) on January 1, 2019. Prior the adoption of ASC 842, the Company accounted for its leases in accordance with ASC Topic 840, Leases . Under ASC 842, at the inception of a contract, the Company determines whether the arrangement is or contains a lease. Upon commencement of a lease, the Company recognizes a lease liability and a corresponding right-of-use (“ROU”) asset. The lease liability is measured based upon the present value of future lease payments over the term of the lease using the appropriate discount rate at the date of lease commencement. The ROU asset is calculated as the lease liability plus any initial direct costs incurred and lease payments made at or before the commencement date of the lease, reduced by lease incentives, when applicable. Given that the rate implicit in a lease is not readily determinable, the Company generally uses its incremental borrowing rate as the discount rate. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company determines its incremental borrowing rate by developing a baseline unsecured rate curve based upon its credit quality, among other factors, and separately makes an adjustment to reflect collateralization and any other specific lease adjustments, such as adjustments for the term of the lease and currency risks. The Company determines if its lease arrangements are operating or finance leases at the lease commencement date. This determination includes evaluating whether (i) the underlying asset transfers ownership at the end of the lease term, (ii) the lease term represents the major part of the remaining economic life of the underlying asset, (iii) the present value of lease payments represents substantially all of the fair value of the underlying asset, (iv) an option to purchase the underlying asset is reasonably certain to be exercised and (v) the underlying asset is of a specialized nature. Finance leases are included within the current portion of and long-term debt and finance lease obligations on the consolidated balance sheets. The Company records lease expense for operating leases, some of which have escalating rent over the remaining lease term, ratably over the lease term as lease expense within direct costs or SG&A expenses on the consolidated statements of operations, depending on the use of the underlying asset. The Company records lease expense for finance leases as a combination of the amortization of the ROU asset and the amount recognized as interest on the outstanding lease liability. The amortization of the ROU asset and the interest on the outstanding lease liability are recorded within depreciation and amortization expense and interest expense, net, respectively, on the consolidated statements of operations. Variable lease costs are lease payments that are not included in the measurement of the lease liability. Variable lease costs are either (1) payments that are entirely variable period to period such as common area maintenance, electricity and real estate taxes or (2) incremental changes in an index or rate on which lease payments are based. The Company initially measures leases that are based on an index or rate by using the applicable rate at the commencement of the lease. Any subsequent changes in an index or rate are recognized as variable lease costs. Variable lease costs are recorded in the period they are incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based compensation cost at the grant date, based on the fair value of the award, and recognizes it as expense (net of actual forfeitures as they occur) over the recipient’s requisite service period considering performance features, if any, that may impact vesting of such award. All awards granted subsequent to the Company’s IPO are granted under the 2020 Incentive Plan. The Company estimates the fair value of each stock option award on the grant date using the Black-Scholes option-pricing model. The model requires the use of subjective and objective assumptions, including the fair market value of the Company’s common stock (equal to the closing market price of the Company’s common stock on the date of grant), expected term of the award, expected stock price volatility, expected dividends and risk-free interest rate. Prior to the Company’s IPO, all stock options were granted under the Eagle Holding Company I 2017 Incentive Plan (the “2017 Eagle I Incentive Plan”), which were valued in the same manner as options granted under the 2020 Incentive Plan as described above, with the exception of the fair market value of the Company’s common stock which was determined based on a valuation obtained from an independent third-party valuation firm, using a weighted combination of income and market approaches. |
Cash and Cash Equivalents | Cash and Cash Equivalents The balances in cash and cash equivalents consist of unrestricted cash accounts that are not subject to withdrawal restrictions or penalties and all highly liquid investments that have a maturity of three months or less at the date of purchase. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company’s allowance for doubtful accounts is based on a variety of factors including an assessment of risk, historical experience, length of time the accounts receivable are past due and specific customer collection information. The Company performs periodic credit evaluations of customers’ financial condition and continually monitors collections and payments from its customers. The Company writes off uncollectible invoices when appropriate collection efforts have been exhausted. The allowance for doubtful accounts is included in accounts receivable and unbilled services, net on the consolidated balance sheets. |
Property and Equipment | Property and Equipment The Company records property and equipment at cost, less accumulated depreciation and amortization. The Company records depreciation and amortization using the straight-line method, based on the following estimated useful lives: Buildings 20 - 40 years Furniture and equipment 4 - 18 years Computer equipment and software 1 - 5 years The Company depreciates leasehold improvements over the shorter of the remaining lease term or the estimated useful lives of the improvements. The Company capitalizes internal use software development costs incurred during the application development stage, while it expenses all other preliminary stage and post implementation-operation stage costs, including planning, training and maintenance costs as incurred. The Company amortizes software developed or obtained for internal use, including software licenses obtained through a cloud computing arrangement, over the shorter of the estimated useful life of the software or the term of the licensing or service agreement. |
Goodwill | Goodwill Goodwill is allocated to each identified reporting unit, which is defined as an operating segment or one level below the operating segment (referred to as a component of the entity). The Company assigns to goodwill the excess of the fair value of consideration conveyed for a business acquired over the fair value of identifiable net assets acquired. The Company reviews goodwill for impairment annually during the fourth quarter, and more frequently if impairment indicators arise. Impairment indicators include events or changes in circumstances that would more likely than not reduce the fair value of a reporting unit with assigned goodwill below its carrying amount. The Company monitors events and changes in circumstances on a continuous basis between annual impairment testing dates to determine if any events or changes in circumstances indicate potential impairment. The Company performs a qualitative assessment to determine whether it is more likely than not that the estimated fair value of a reporting unit is greater than its carrying value. The qualitative analysis includes an assessment of macroeconomic conditions, industry and market specific considerations, internal cost factors, financial performance, fair value history and other Company specific events. If the qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value for the reporting unit, the Company performs a quantitative analysis of the reporting unit. If based on the qualitative analysis it is more likely than not that the reporting unit’s estimated fair value exceeds its carrying value, no further analysis is required. When the Company performs a quantitative analysis, the Company estimates the fair value of each reporting unit using generally accepted valuation techniques, which include a weighted combination of income and market approaches. The income approach incorporates a discounted cash flow model in which the estimated future cash flows of the reporting unit are discounted using an appropriately risk-adjusted weighted-average cost of capital. The forecasts used in the discounted cash flow model for each reporting unit are based in part on strategic plans and represent the Company’s estimates based on current and forecasted business and market conditions. The market approach considers the Company’s results of operations and information about the Company’s publicly traded competitors, such as earnings multiples, making adjustments to the selected competitors based on size, strengths and weaknesses, as well as publicly announced acquisition transactions. The determination of fair value for each reporting unit requires significant judgments and estimates and actual results could be materially different than those judgments and estimates resulting in goodwill impairment. If the reporting unit’s carrying value exceeds the estimated fair value, a goodwill impairment loss must be recognized in an amount equal to that excess for that reporting unit, not to exceed the total goodwill amount for that reporting unit. If based on the quantitative analysis the reporting unit’s estimated fair value exceeds its carrying value, no goodwill impairment is recorded. The valuation of goodwill at estimated fair value, when required, is performed using Level 2 or Level 3 fair value inputs. |
Intangible Assets | Intangible Assets Definite-lived intangible assets consist of trade names, investigator/payer network, technology/intellectual property, know-how/processes, backlog and customer relationships. The Company amortizes customer relationships using either a sum-of-the-years’ digits method or straight-line method over their estimated useful lives. The Company amortizes all of its other definite-lived intangible assets using the straight-line method over their estimated useful lives. The methods used reflect the expected pattern of benefit over the expected useful lives of each type of intangible asset. As of December 31, 2020, the weighted-average remaining amortization period was 12 years for all intangible assets. The estimated useful lives are as follows: Trade names 10 - 23 years Investigator/payer network 5 - 10 years Technology/intellectual property 2 - 8 years Know-how/processes 7 - 10 years Backlog 1 - 6 years Customer relationships 13 - 23 years |
Investments | Investments Equity Method Investments The Company has investments that are accounted for under the equity method of accounting and are classified as investments in unconsolidated affiliates on the consolidated balance sheets based on the Company’s ownership percentage and/or as the Company has the ability to exercise significant influence over these investments. The Company records its pro rata share of the earnings or losses of these investments as part of equity in losses of unconsolidated affiliates, net of taxes, on the consolidated statements of operations. The Company periodically reviews its equity method investments for declines in value that may be other than temporary. If an impairment indicator suggests that the estimated fair value of an investment may be less than the carrying value of the investment, the Company performs an analysis to estimate the fair value for the equity method investment, as well as assessing if the decline in the fair value estimate is other than temporary. When required, the Company estimates fair value based on generally accepted valuation techniques, including income and market approaches. The approaches may include a discounted cash flow model, use of market information such as information on the Company’s publicly traded competitors or other generally accepted approaches. Because of the inherent uncertainty of valuations, estimated valuations may differ significantly from the values that would have been used had a readily available market for the securities existed, and the differences could be material. The valuation of the equity method investments at estimated fair values, when required, is performed using Level 2 or Level 3 fair value inputs. See Note 6, “Investments,” for additional information on the Company’s investments recognized under the equity method. |
Capitalized Contract Costs | Capitalized Contract Costs The Company often incurs direct and incremental contract costs to obtain a contract with a customer. Contract costs include certain bonuses, commissions and related fringe benefits paid to employees directly related to sales of services that result in a contract. The Company capitalizes the costs to obtain a contract when the expected period of benefit from the contract is greater than one year, and when capitalized, the costs are amortized on a straight-line basis over the expected period of benefit, which is generally the contract term. The Company expenses contract costs as incurred for contracts that have a contract term or estimated service period of one year or less. Capitalized contract costs are included as a component of other assets on the consolidated balance sheets and amortization of capitalized contract costs are included as a component of SG&A expenses on the consolidated statements of operations. |
Pension Plan | Pension Plan The Company has a frozen defined benefit pension plan (the “Pension Plan”) that provides retirement benefits to certain qualifying current and former U.K. employees. The determination of the benefit obligation and expense is based on actuarial models. In order to measure the benefit cost and obligation using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets and the assumed rate of compensation increases. The Company reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as retirement and mortality rates. The Company reviews these assumptions periodically and updates them when its experience deems it appropriate to do so. |
Debt Issuance and Modification Costs | Debt Issuance and Modification Costs Debt issuance costs and certain debt modification costs associated with the Company’s long-term debt arrangements are deferred and presented as a direct deduction from long-term debt and finance lease obligations on the consolidated balance sheets. Deferred debt issuance costs associated with the Company’s revolving credit facility are capitalized and presented as an other long-term asset on the consolidated balance sheets. All deferred debt issuance and modification costs are amortized over the term of the related debt or agreement using the effective interest method. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities based on the differences between amounts recorded in the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. All available positive and negative evidence is reviewed in making a determination. The evidence includes future reversals of existing deferred tax liabilities, historical and projected future taxable income and tax planning strategies. The realization of the deferred income tax assets ultimately depends on the existence of sufficient taxable income in either the carryback or carryforward periods under tax law. If future events differ from the Company’s current forecasts, a valuation allowance may need to be established or released. The Company records deferred taxes as long-term assets or liabilities on the consolidated balance sheets. |
Commitments and Contingencies | Commitments and Contingencies The Company records liabilities for pending and threatened litigation matters when an adverse outcome is probable and the amount of the potential liability can be reasonably estimated. The Company reviews claims and legal proceedings on a continuous basis and records or adjusts any liabilities recorded for such matters based on updated facts and circumstances including settlements or offers to settle, judicial rulings, advice of counsel or other information pertinent to a particular matter. Legal costs associated with contingencies are charged to expense as incurred. In the ordinary course of business, the Company periodically becomes involved in a variety of pending and threatened proceedings and claims, including investigations, disputes, litigations and regulatory matters. These actions may be threatened or commenced by various parties, including customers, current or former employees, vendors, government agencies, including tax authorities, or others. Based on the latest information available, the Company does not expect that any pending or threatened proceeding, claim or investigation, dispute, litigation, or regulatory matter, either individually or in the aggregate, will have a material adverse effect on the business, financial position, results of operations and/or cash flows of the Company. |
Recapitalization Investment Portfolio Liability | Recapitalization Investment Portfolio Liability As a result of the recapitalization of the Company in 2017 (the “Recapitalization”), the Company incurred certain future obligations associated with potential additional consideration to holders of the company’s common stock and stock options, including the Company’s majority sponsors, affiliates of The Carlyle Group Inc. and affiliates of Hellman & Friedman LLC, as well as independent directors and members of management (the “Pre-Closing Holders”). Pursuant to the terms and conditions of the Recapitalization, the Pre-Closing Holders are entitled to receive consideration based on future payments received by the Company in respect of the existing investment portfolio at the time of the merger (the “Recapitalization Investment Portfolio”). The consideration represents the right to receive future payments from the Company determined by reference to the cash proceeds received from the Recapitalization Investment Portfolio, net of taxes and other expenses deemed attributable to the Recapitalization Investment Portfolio and capital contributions made in respect of the Recapitalization Investment Portfolio (the “Recapitalization Investment Portfolio Liability”). The Recapitalization Investment Portfolio Liability represents an obligation that is estimated and probable to become distributable by transferring assets (i.e., cash) to the Pre-Closing Holders. The Company records the Recapitalization Investment Portfolio Liability as a long-term liability until the Company is obligated to make a distribution to the Pre-Closing Holders. Once the Company has realized an obligation to make a distribution to the Pre-Closing Holders, the Company reclassifies the amount of the obligation to current liabilities. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company uses derivatives to manage its exposure to interest rate risk. When the Company uses derivatives, the Company records the fair value of derivative instruments on the consolidated balance sheet as either an asset or liability. Changes in a derivative’s fair value are recorded each period in income from operations or other comprehensive income or loss (“OCI” or “OCL”), depending on the type of hedge transaction, whether the derivative is designated and whether the derivative is effective as a hedged transaction. Changes in the fair value of derivative instruments recorded to OCI or OCL are reclassified to income from operations in the period affected by the underlying hedged item. Any portion of the fair value of a derivative instrument determined to be ineffective is recognized in current earnings. The Company does not use derivative financial instruments for speculative or trading purposes and does not offset the fair value amounts of its derivatives. |
Concentration of Credit Risk | Concentration of Credit Risk Financial assets that subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable and unbilled services, net. Based on the nature of the financial assets and the historical realization of these financial assets as well as the reputable credit ratings of the financial institutions holding the deposits, the Company believes it bears minimal credit risk. |
Foreign Currency | Foreign Currency The Company translates assets and liabilities of foreign operations, where the functional currency is the local currency, into U.S. dollars at the rate of exchange at each reporting date and stockholders’ equity accounts at historical exchange rates. The Company translates income and expenses at the exchange rate on the date in which the transaction occurs or at the average exchange rate prevailing during the month in which a transaction occurs. Gains or losses from translating foreign currency amounts are recorded in OCI or OCL. As a result of foreign operations, the Company is exposed to foreign currency exchange risk due to the timing between the initiation of a transaction and the ultimate settlement of the transaction. Therefore, the Company incurs foreign currency transaction and re-measurement gains or losses. The Company includes foreign currency transaction and re-measurement gains and losses in other (expense) income, net on the consolidated statements of operations. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are measured at their fair values and recognized on the date of acquisition. Initial estimates of fair value may be recorded as provisional, with measurement period adjustments to fair value recorded in subsequent periods. The measurement period is defined as the time period in which all information has been obtained to determine the fair value of the identifiable assets acquired, liabilities assumed and any noncontrolling interests. However, the measurement period is to not exceed one year from the date of acquisition. All adjustments made to provisional amounts are recognized in the period in which the adjustments are determined and disclosures are made when such adjustments are significant. Goodwill is the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the identifiable net assets acquired. The fair values assigned to identifiable assets acquired, liabilities assumed and noncontrolling interests are based on management’s estimates and assumptions, as well as other information compiled by management, including available historical information, using generally accepted valuation techniques. Significant judgment may be required to determine these fair values. Actual results could materially differ from the estimates and assumptions used in the determination of fair value, which could result in an impairment of the intangible assets or goodwill, or require acceleration of amortization expense of definite-lived intangible assets. The Company records assets and liabilities representing working capital at their historical costs, which approximate fair value given the short-term nature of the assets and liabilities. The Company may use the market, income or cost approaches to value significant property and equipment acquired. The Company generally uses the income approach method to estimate the fair value of definite-lived intangible assets consisting of customer relationships, backlog, and trade names. The Company generally uses the cost approach method to estimate the fair value of investigator/payer network, certain technology/intellectual property and know-how/processes. Significant estimates and assumptions in the estimates of fair value reflect the consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), economic barriers to entry, the brand’s relative market position, estimated royalty rates, estimated costs to replicate, opportunity costs and the discount rate applied to future cash flows. The valuation of property and equipment and definite-lived intangible assets at fair value is primarily performed using Level 2 or Level 3 fair value inputs. |
Fair Value | Fair Value The Company records certain assets and liabilities at fair value on a recurring and nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy that gives highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest level to unobservable inputs. The inputs used to measure fair value are classified into the following fair value hierarchy: • Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date. • Level 2 - Observable inputs other than quoted prices in Level 1, including (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active and (iii) observable inputs for the assets or liabilities other than quoted market prices. • Level 3 - Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This includes assets and liabilities determined using pricing models, discounted cash flow methodologies or similar techniques reflecting the Company’s own assumptions. The fair value measurement of a financial instrument and its classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company reports transfers between valuation levels at their fair value as of the beginning of the month in which such changes in the fair value inputs occur. |
Earnings per Share | Earnings per Share The calculation of earnings per share (“EPS”) is based on the Company’s net income that is attributable to its common stockholders divided by the weighted-average number of common shares or common share equivalents outstanding during the applicable period. The Company’s net income that is attributable to common stockholders will generally not be the same as the Company’s consolidated net income due to the effects of redeemable noncontrolling interests recognized and deemed dividends related to contingent consideration from the Recapitalization Investment Portfolio Liability. See Note 4, “Stockholders’ Deficit and Redeemable Noncontrolling Interest,” and “Recapitalization Investment Portfolio Liability,” within this note, for additional information. The dilutive effect of common share equivalents is excluded from basic EPS and is included in the calculation of diluted EPS. Restricted stock and stock options granted by the Company are treated as potential common shares outstanding in computing diluted EPS. Potential common shares related to unvested performance-based options, unvested performance stock units and unvested liquidity/realization event-based options are excluded from the calculation of diluted EPS as these shares are contingently issuable and their vesting is based on the Company’s actual or expected achievement of performance factors or meeting certain market conditions. Diluted shares outstanding are calculated based on the average share price for each fiscal period using the treasury stock method. |
Reportable Segments | Reportable Segments The Company has two reportable segments, Clinical Development Services and Laboratory Services. The Clinical Development Services segment provides a wide range of services to its customers including early development/Phase I, patient recruitment and enrollment, investigator site management, Phase II-IV clinical trial management, medical communications and various peri- and post-approval services. The Laboratory Services segment provides comprehensive services to its customers including bioanalytical, vaccine sciences, GMP, central lab and biomarker testing. Both segments provide services to pharmaceutical, biotechnology, medical device, government organizations and other industry participants. During the first quarter of 2020, the chief operating decision maker (the “CODM”) began assessing performance and making resource allocation decisions based on total segment revenue, including direct, third-party pass-through and out-of-pocket revenue and segment operating income, including reimbursed costs. |
Recently Adopted Accounting Standard | Recently Adopted Accounting Standard In August 2018, the Financial Accounting Standards Board issued an accounting standards update to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This new guidance was issued to align the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. With the adoption of this standard, implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized and presented in the financial statements similar to prepaid expenses related to service contracts. Additionally, expenses associated with capitalized implementation costs are recorded in the same financial statement line item as the fees associated with the hosting element of a cloud computing arrangement. The Company adopted this accounting standards update on January 1, 2020 using the prospective method. The adoption of this accounting standards update did not have a material impact to the Company’s consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Other (Expense) Income, Net | The components of other (expense) income, net, were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Other (expense) income, net: Foreign currency (losses) gains, net $ (47,055) $ (24,659) $ 16,682 Interest rate swap losses (15,817) — — Other income 2,957 3,778 8,728 Other expense (2,825) (6,262) (3,709) Total other (expense) income, net $ (62,740) $ (27,143) $ 21,701 |
Supplemental Cash Flow Information | Supplemental cash flow information consists of the following at the periods below: (in thousands) 2020 2019 2018 Cash paid for interest (for the years ended December 31) $ 260,578 $ 300,528 $ 262,921 Cash paid for income taxes, net (for the years ended December 31) 71,503 72,510 64,714 Purchases of property and equipment in current liabilities (as of December 31) 20,722 29,924 17,461 |
Property and Equipment | The Company records depreciation and amortization using the straight-line method, based on the following estimated useful lives: Buildings 20 - 40 years Furniture and equipment 4 - 18 years Computer equipment and software 1 - 5 years Property and equipment, net, consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Land $ 6,907 $ 6,795 Buildings and leasehold improvements 443,567 384,975 Furniture and equipment 307,236 264,233 Computer equipment and software 384,935 311,381 Construction-in-progress, including information technology systems under development 57,111 76,972 Total property and equipment 1,199,756 1,044,356 Less: accumulated depreciation and amortization (703,282) (585,511) Property and equipment, net $ 496,474 $ 458,845 |
Intangible Assets | The estimated useful lives are as follows: Trade names 10 - 23 years Investigator/payer network 5 - 10 years Technology/intellectual property 2 - 8 years Know-how/processes 7 - 10 years Backlog 1 - 6 years Customer relationships 13 - 23 years The Company’s definite-lived intangible assets were composed of the following on the dates set forth below: December 31, 2020 2019 (in thousands) Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net Customer relationships $ 902,302 $ (479,341) $ 422,961 $ 884,788 $ (415,427) $ 469,361 Trade names 378,764 (159,131) 219,633 372,210 (139,141) 233,069 Backlog 181,762 (181,196) 566 177,599 (175,571) 2,028 Investigator/payer network 245,683 (217,963) 27,720 236,082 (185,478) 50,604 Technology/intellectual property 8,600 (4,256) 4,344 8,600 (3,319) 5,281 Know-how/processes 598,922 (525,742) 73,180 586,971 (455,223) 131,748 Total $ 2,316,033 $ (1,567,629) $ 748,404 $ 2,266,250 $ (1,374,159) $ 892,091 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Accounts Receivable and Unbilled Services | The Company’s accounts receivable and unbilled services, net, consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Accounts receivable $ 735,568 $ 726,111 Unbilled services 882,078 609,674 Total accounts receivable and unbilled services 1,617,646 1,335,785 Allowance for doubtful accounts (7,928) (9,171) Total accounts receivable and unbilled services, net $ 1,609,718 $ 1,326,614 |
Contract with Customer, Asset and Liability | The Company’s unearned revenue consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Unearned revenue $ 1,060,544 $ 1,110,872 |
Change in the Allowance for Doubtful Accounts | The Company’s changes in the allowance for doubtful accounts consisted of the following amounts on the dates set forth below: Years Ended December 31, (in thousands) 2020 2019 2018 Balance at the beginning of the period $ (9,171) $ (5,029) $ (4,904) Current year recovery (provision) 1,176 (4,243) (618) Write-offs 67 101 493 Balance at the end of the period $ (7,928) $ (9,171) $ (5,029) |
Capitalized Contract Costs | Capitalized contract costs and the related amortization for the periods below were as follows: December 31, (in thousands) 2020 2019 Capitalized costs to obtain a contract, net $ 37,286 $ 25,766 Years Ended December 31, (in thousands) 2020 2019 2018 Amortization of costs to obtain a contract $ 11,224 $ 11,432 $ 8,693 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Weighted-Average Assumptions Used in Granted Stock Options Fair Value Estimates | The following table indicates the weighted-average assumptions used in estimating the fair value of stock options granted as follows: Years Ended December 31, 2020 2019 2018 Expected term (years) 6.25 6.5 6.5 Risk-free interest rate (%) 0.4 2.3 2.6 Expected volatility (%) 45.0 26.4 25.0 Expected dividend (%) — — — |
Summary of Stock Option, RSU, and PSU Activity | A summary of all 2020 stock option activity is presented below: Stock Options Weighted- Weighted- Aggregate Outstanding at January 1, 2020 20,303 $ 14.10 7.8 years Granted 360 27.67 Exercised (1,723) 14.48 Forfeited (1,255) 13.68 Cancelled (62) 15.03 Outstanding at December 31, 2020 17,623 $ 14.37 6.8 years $ 349,771 Exercisable at December 31, 2020 8,921 $ 14.07 6.6 years $ 179,680 Expected to vest at December 31, 2020 8,702 $ 14.67 7.1 years $ 170,091 (in thousands, except per share data) RSUs and PSUs Weighted-Average Unvested at January 1, 2020 9 $ 18.05 Granted 889 27.10 Vested (8) 17.93 Forfeited (42) 26.84 Unvested at December 31, 2020 848 $ 27.09 |
Summarized Information about Outstanding Stock Options and Other Information about Stock Options | The following table summarizes information about all outstanding stock options as of December 31, 2020: Stock Options Outstanding Stock Options Exercisable (in thousands, except per share data and years) Exercise Price Number Outstanding at December 31, 2020 Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price Number Exercisable at December 31, 2020 Weighted-Average Exercise Price Time-based $14.35 - $34.27 7,787 5.9 years $ 16.46 3,581 $ 15.47 Performance-based 9.89 - 21.70 7,681 6.8 years 13.23 5,340 13.14 Liquidity/realization event-based 10.59 - 21.70 2,155 6.5 years 10.90 — — Other information about the Company’s stock options was as follows: Years Ended December 31, (in thousands, except per share data) 2020 2019 2018 Weighted-average grant date fair value per stock option granted $ 12.01 $ 5.46 $ 4.69 Aggregate fair value of stock options granted 4,324 12,934 16,624 Total intrinsic value of stock options exercised 32,733 1,395 172 Total grant date fair value of stock options vested 16,971 15,999 14,944 |
Stockholders_ Deficit and Red_2
Stockholders’ Deficit and Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The following is a summary of the Company’s authorized, issued and outstanding shares for the periods set forth below: (in thousands) December 31, 2020 December 31, 2019 Shares authorized 2,000,000 2,080,000 Shares issued 350,858 280,127 Shares outstanding: Voting 350,132 276,052 Non-voting — 3,374 Total shares outstanding 350,132 279,426 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired | The Company acquired the following definite-lived intangible assets with the acquisition of Synarc: (dollars in thousands) Acquired Intangible Assets Weighted-Average Amortization Period (in years) Customer relationships $ 2,000 15 Know-how/processes 1,800 8 Investigator network 1,900 8 Trade names 1,400 10 Total $ 7,100 10 Acquired Intangible Assets Weighted-Average Amortization Period (in years) Customer relationships $ 7,500 13 Trade names 900 10 Technology/intellectual property 5,100 8 Total $ 13,500 11 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration and the fair values of identifiable assets acquired and liabilities assumed at the acquisition date (in thousands): Purchase price $ 48,635 Identifiable assets acquired: Cash and cash equivalents $ 6,003 Accounts receivable and unbilled services, net 18,819 Prepaid expenses and other current assets 1,590 Property and equipment 19,273 Intangible assets 7,100 Other assets 928 Operating lease right-of-use assets 1,609 Total identifiable assets acquired 55,322 Liabilities assumed: Accounts payable (2,117) Other accrued expenses (4,026) Unearned revenue (7,210) Long-term debt and finance lease obligations (38) Deferred tax liabilities (4,736) Other liabilities (330) Operating lease liabilities (1,609) Total liabilities assumed (20,066) Separately identifiable net assets acquired 35,256 Goodwill 13,379 Total net assets $ 48,635 |
Pro Forma Information | The Company had the following results from its acquisitions for the periods subsequent to closing: Business Combination Time Period Net Revenue Net (Loss) Income Synarc September 3, 2019 to December 31, 2019 $ 17,170 Insignificant Medimix July 1, 2019 to December 31, 2019 5,996 Insignificant |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Summary of Equity Method Investments | The Company’s investments in unconsolidated affiliates consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Medable, Inc. $ 19,554 $ 15,684 Science 37, Inc. 23,624 18,344 Total $ 43,178 $ 34,028 |
Summary of Other Investments | The Company’s other investments consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Auven Therapeutics Holdings, L.P. $ 204,736 $ 228,959 venBio Global Strategic Fund, L.P. 49,065 14,108 Venture capital funds and investment partnerships 10,786 5,386 Other investments 1,307 1,895 Total $ 265,894 $ 250,348 |
Summary of Financial Information | The summarized financial information presented below reflects the aggregated financial information of Auven and venBio as of and for periods ended December 31 of each year. The net investment income (loss) information presented below reflects the net realized and unrealized gains (losses), net of expenses and investment income, related to each investment. Auven and venBio have unclassified balance sheets. Therefore, the asset and liability information presented below are not split between current and non-current. December 31, (in thousands) 2020 2019 2018 Net investment income (loss) (for the years ended December 31) $ 395,263 $ (280,962) $ (140,943) Total assets (as of December 31) 1,745,356 1,396,040 1,645,063 Total liabilities (as of December 31) 145,329 30,812 2,105 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | The Company records depreciation and amortization using the straight-line method, based on the following estimated useful lives: Buildings 20 - 40 years Furniture and equipment 4 - 18 years Computer equipment and software 1 - 5 years Property and equipment, net, consisted of the following amounts on the dates set forth below: December 31, (in thousands) 2020 2019 Land $ 6,907 $ 6,795 Buildings and leasehold improvements 443,567 384,975 Furniture and equipment 307,236 264,233 Computer equipment and software 384,935 311,381 Construction-in-progress, including information technology systems under development 57,111 76,972 Total property and equipment 1,199,756 1,044,356 Less: accumulated depreciation and amortization (703,282) (585,511) Property and equipment, net $ 496,474 $ 458,845 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Segment | The changes in the carrying amount of goodwill by segment consisted of the following on the dates set forth below: (in thousands) Total Clinical Development Services Laboratory Services Balance at December 31, 2018: Goodwill $ 1,850,089 $ 1,623,475 $ 226,614 Accumulated impairment losses (126,711) (99,432) (27,279) Goodwill, net 1,723,378 1,524,043 199,335 2019 Activity: Translation adjustments 12,814 12,814 — Goodwill recorded from current year acquisitions 27,912 27,912 — Balance at December 31, 2019: Goodwill 1,890,815 1,664,201 226,614 Accumulated impairment losses (126,711) (99,432) (27,279) Goodwill, net 1,764,104 1,564,769 199,335 2020 Activity: Translation adjustments 43,790 43,790 — Measurement period adjustments for prior acquisition 12,314 12,314 — Balance at December 31, 2020: Goodwill 1,946,919 1,720,305 226,614 Accumulated impairment losses (126,711) (99,432) (27,279) Goodwill, net $ 1,820,208 $ 1,620,873 $ 199,335 |
Schedule of Definite-Lived Intangible Assets | The estimated useful lives are as follows: Trade names 10 - 23 years Investigator/payer network 5 - 10 years Technology/intellectual property 2 - 8 years Know-how/processes 7 - 10 years Backlog 1 - 6 years Customer relationships 13 - 23 years The Company’s definite-lived intangible assets were composed of the following on the dates set forth below: December 31, 2020 2019 (in thousands) Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net Customer relationships $ 902,302 $ (479,341) $ 422,961 $ 884,788 $ (415,427) $ 469,361 Trade names 378,764 (159,131) 219,633 372,210 (139,141) 233,069 Backlog 181,762 (181,196) 566 177,599 (175,571) 2,028 Investigator/payer network 245,683 (217,963) 27,720 236,082 (185,478) 50,604 Technology/intellectual property 8,600 (4,256) 4,344 8,600 (3,319) 5,281 Know-how/processes 598,922 (525,742) 73,180 586,971 (455,223) 131,748 Total $ 2,316,033 $ (1,567,629) $ 748,404 $ 2,266,250 $ (1,374,159) $ 892,091 |
Estimated Amortization Expense for Definite-Lived Intangible Assets | As of December 31, 2020, estimated amortization expense for definite-lived intangible assets for each of the next five years and thereafter was as follows: Year Amortization Expense 2021 $ 149,193 2022 75,905 2023 68,921 2024 62,475 2025 57,460 Thereafter 334,450 Total future amortization expense $ 748,404 |
Long-term Debt and Finance Le_2
Long-term Debt and Finance Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt and Finance Lease Obligations | Long-term debt and finance lease obligations consisted of the following as set forth on the dates below: December 31, (dollars in thousands) Maturity Date Effective Rate Stated Rate 2020 2019 2015 Term Loan August 2022 3.71% 3.50% $ 3,064,006 $ 3,096,429 2025 Notes June 2025 4.97% 4.63% 500,000 — 2028 Notes June 2028 5.24% 5.00% 700,000 — OpCo Notes (1) August 2023 6.61% 6.38% — 1,125,000 Initial HoldCo Notes (1) May 2022 8.92% 7.63% — 550,000 Additional HoldCo Notes (1) May 2022 8.90% 7.75% — 900,000 Other debt (1) April 2025 1.13% 1.13% — 5,707 Finance lease obligations Various Various Various 25,734 28,726 4,289,740 5,705,862 Unamortized debt discount (4,198) (13,956) Unamortized debt issuance costs (23,112) (47,978) Current portion of long-term debt and finance lease obligations (36,238) (35,794) Long-term debt and finance lease obligations, less current portion $ 4,226,192 $ 5,608,134 (1) Effective rate and stated rate are as of December 31, 2019 for the extinguished OpCo Notes, Initial HoldCo Notes, Additional HoldCo Notes and Other debt. |
Schedule of Redemption Prices | On or after June 15, 2022, in the case of the 2025 Notes, and June 15, 2023, in the case of the 2028 Notes, the Issuers may redeem some or all of such notes at the redemption prices listed below (expressed as a percentage of the principal amount), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on June 15 of the years set forth below. 2025 Notes Period Redemption Price 2022 102.313 % 2023 101.156 % 2024 and thereafter 100.000 % 2028 Notes Period Redemption Price 2023 102.500 % 2024 101.250 % 2025 and thereafter 100.000 % |
Scheduled Maturities of Long-term Debt and Finance Lease Obligations | As of December 31, 2020, the scheduled maturities of long-term debt and settlement of finance lease obligations for each of the next five years and thereafter were as follows (in thousands): Year Amount 2021 $ 36,238 2022 3,035,512 2023 3,658 2024 3,508 2025 503,530 Thereafter 707,294 Total $ 4,289,740 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The amount of finance lease ROU assets and liabilities and the associated financial statement line item they are included within on the consolidated balance sheets are as follows (in thousands): December 31, Classification 2020 2019 Property and equipment, net $ 20,299 $ 23,084 Current portion of long-term debt and finance lease obligations $ 3,213 $ 2,861 Long-term debt and finance lease obligations, less current portion 21,297 24,510 Total finance lease liabilities $ 24,510 $ 27,371 |
Lease Expense and Other Leases Information | The components of total lease expense were as follows (in thousands): Years Ended December 31, Lease expenses 2020 2019 Finance lease cost: Amortization of ROU assets $ 2,785 $ 2,497 Interest on lease liabilities 1,869 1,968 Operating lease expense 60,150 54,179 Short-term lease expense 419 1,301 Variable lease expense 15,741 15,804 Total lease expense $ 80,964 $ 75,749 Other information on operating and finance leases were as follows: Years Ended December 31, 2020 2019 Weighted-average remaining lease term: Operating leases 5.8 years 6.3 years Finance leases 7.5 years 8.5 years Weighted-average discount rate: Operating leases 5.5 % 5.8 % Finance leases 7.2 % 7.2 % |
Supplemental Cash Flow Information | Supplemental cash flow information related to operating and finance leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 62,414 $ 52,502 Operating cash flows for finance leases 1,869 1,968 Financing cash flows for finance leases 2,861 1,948 ROU assets obtained in exchange for lease obligations: Operating leases 16,011 42,520 Finance leases — 3,736 |
Future Lease Payments for Operating Lease Liabilities | As of December 31, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands): Year Operating Leases Finance Leases Total 2021 $ 61,918 $ 4,865 $ 66,783 2022 46,682 5,000 51,682 2023 33,921 4,610 38,531 2024 22,744 4,335 27,079 2025 13,938 4,186 18,124 2026 and thereafter 50,818 7,884 58,702 Total lease payments 230,021 30,880 260,901 Less: imputed interest 40,721 6,370 47,091 Total $ 189,300 $ 24,510 $ 213,810 |
Future Lease Payments for Finance Lease Liabilities | As of December 31, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands): Year Operating Leases Finance Leases Total 2021 $ 61,918 $ 4,865 $ 66,783 2022 46,682 5,000 51,682 2023 33,921 4,610 38,531 2024 22,744 4,335 27,079 2025 13,938 4,186 18,124 2026 and thereafter 50,818 7,884 58,702 Total lease payments 230,021 30,880 260,901 Less: imputed interest 40,721 6,370 47,091 Total $ 189,300 $ 24,510 $ 213,810 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income Before Provision for (Benefit from) Income Taxes | The components of income before provision for income taxes were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Domestic $ (257,303) $ 668,036 $ 118,393 Foreign 444,851 (608,761) 28,237 Income before provision for income taxes $ 187,548 $ 59,275 $ 146,630 |
Components of the Provision for (Benefit from) Income Taxes | The components of the provision for income taxes were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 U.S. federal income taxes: Current $ (2,186) $ 32,051 $ 16,775 Deferred (30,304) (55,206) (24,426) U.S. state income taxes: Current 5,359 1,614 2,843 Deferred (2,383) (18,658) (3,038) Foreign income taxes: Current 58,796 44,657 49,411 Deferred (10,477) (1,501) (1,986) Provision for income taxes $ 18,805 $ 2,957 $ 39,579 |
Schedule of Effective Income Tax Rate Reconciliation | Taxes computed at the corporate statutory U.S. federal income tax rate are reconciled to the provision for income taxes as follows: Years Ended December 31, (dollars in thousands) 2020 2019 2018 Effective tax rate 10.0 % 5.0 % 27.0 % Income tax expense at federal statutory rate $ 39,385 $ 12,461 $ 30,792 State taxes, net of federal tax benefit 2,432 (13,437) (706) Nondeductible interest 682 7,781 9,749 Research and development credits (11,470) (11,206) (9,609) Transaction costs (4,139) 1,226 — Goodwill impairment — — 6,221 Change in valuation allowance (3,189) (6,550) 8,532 Foreign tax rate differential 19,709 39,776 (40,724) Foreign tax credit (47,974) (39,456) (24,999) Global intangible low-taxed income 63,858 65,918 46,269 Foreign-derived intangible income — — (6,225) Nondeductible compensation 7,763 — — Stock-based compensation (4,656) 3 56 Provision to return adjustment (94) (2,948) (9,098) Other taxes 1,670 1,542 2,358 Other permanent items 1,334 3,623 2,417 Intercompany financing (32,573) (67,607) 13,981 Effect of double taxation, net of dividend received 1,724 2,164 4,022 Unrecognized tax benefits (15,152) 9,807 6,541 Other, net (505) (140) 2 Provision for income taxes $ 18,805 $ 2,957 $ 39,579 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes were as follows on the dates set forth below: December 31, 2020 2019 (in thousands) Assets Liabilities Assets Liabilities Property and equipment and intangible assets $ — $ 220,941 $ — $ 232,945 Operating lease obligations/ROU assets 44,960 41,117 49,932 46,404 Accrued expenses 28,955 — 26,412 — Investment basis difference — 33,264 — 32,066 Stock-based compensation awards 4,069 — 11,173 — Future benefit of tax credits 29,507 — 25,920 — Future benefit of carryforward losses 44,885 — 53,077 — Unearned revenue 51,304 — 32,230 — Interest rate swaps 29,516 — — 2,696 Other 19,124 24,069 22,436 23,104 Disallowed interest carryforward 92,671 — 78,697 — Valuation allowance (35,466) — (38,178) — Total deferred income taxes $ 309,525 $ 319,391 $ 261,699 $ 337,215 |
Summary of the Change in Deferred Tax Asset Valuation Allowance | The changes in valuation allowance for deferred tax assets for the periods indicated below were as follows: December 31, (in thousands) 2020 2019 2018 Balance at the beginning of the period $ (38,178) $ (88,980) $ (78,025) Additions charged to costs and expenses (9,280) (2,463) (11,527) Additions or reductions charged to other accounts (1) 114 43,418 — Reductions charged to costs and expenses 11,878 9,847 572 Balance at end of the period $ (35,466) $ (38,178) $ (88,980) (1) The balance includes the impact of deferred tax assets, purchase accounting and currency translation adjustments. |
Summary of Changes in Total Unrecognized Tax Benefits | The following is a tabular reconciliation of the total unrecognized tax benefits for the periods indicated below: December 31, (in thousands) 2020 2019 2018 Unrecognized tax benefit at beginning of period $ 39,733 $ 28,442 $ 21,890 Gross increases - tax positions in prior period 399 5,997 6,408 Gross decreases - tax positions in prior period (15,034) (7,967) (277) Gross increases - tax positions in current period 5,286 13,908 7,970 Foreign exchange rate movements 81 49 (275) Settlement (4,368) — — Lapse of statute (4,767) (696) (7,274) Unrecognized tax benefit at end of period $ 21,330 $ 39,733 $ 28,442 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The following table summarizes the material terms of the interest rate swaps outstanding as of December 31, 2020 (dollars in thousands): Swap # Terms Notional Amount Fixed Interest Rate Maturity Date 1 Variable to fixed $ 1,500,000 1.19% March 31, 2025 2 Variable to fixed 1,500,000 1.22% March 31, 2025 3 Variable to fixed 500,000 1.17% March 31, 2025 4 Fixed to variable 500,000 0.52% March 31, 2025 |
Derivative Instruments, Gain (Loss) | The Company recognized the following amounts of pre-tax (loss) gain as a component of OCI or OCL for the periods indicated below: (in thousands) Pre-Tax (Loss) Gain Recognized in OCI or OCL Derivatives in Cash Flow Hedging Relationships Years Ended December 31, 2020 2019 2018 Interest rate swaps $ (142,187) $ — $ 18,960 |
Reclassification out of Accumulated Other Comprehensive Income | The following table provides the location of the pre-tax (loss) gain reclassified from AOCL into the consolidated statements of operations for the periods indicated below: Pre-Tax (Loss) Gain Reclassified from AOCL into Statements of Operations (in thousands) Location of (Loss) Gain Reclassified from AOCL into Statements of Operations Years Ended December 31, 2020 2019 2018 Interest rate swaps Interest expense, net $ (10,675) $ 12,327 $ 5,618 Interest rate swaps Other (expense) income, net (14,102) — — (in thousands) Years Ended December 31, Details about AOCI or AOCL Components 2020 2019 2018 Affected line item in statements of operations (Losses) gains on derivative instruments: Interest rate swaps $ (10,675) $ 12,327 $ 5,618 Interest expense, net Interest rate swaps (14,102) — — Other (expense) income, net Total before income tax benefit (expense) (24,777) 12,327 5,618 Income tax benefit (expense) 6,127 (2,804) (1,357) Provision for income taxes Total net of income tax $ (18,650) $ 9,523 $ 4,261 Defined benefit plan: Amortization of actuarial loss $ (655) $ (605) $ (784) Other (expense) income, net Income tax benefit 128 116 141 Provision for income taxes Total net of income tax $ (527) $ (489) $ (643) |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments consisted of the following balances as set forth on the dates below: December 31, 2020 2019 (in thousands) Balance sheet location Assets Liabilities Assets Liabilities Derivatives designated as hedging instruments: Interest rate swaps Other accrued expenses $ — $ 32,188 $ — $ — Interest rate swaps Other liabilities — 74,286 — — Derivatives not designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets 1,901 — — — Interest rate swaps Other assets 1,667 — — — Interest rate swaps Other accrued expenses — 5,184 — — Interest rate swaps Other liabilities — 11,893 — — $ 3,568 $ 123,551 $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liability Measured at Fair Value | The following table presents information about the Company’s assets and liability measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments $ 1,307 $ — $ 264,587 $ 265,894 Derivative instruments — 3,568 — 3,568 Total assets $ 1,307 $ 3,568 $ 264,587 $ 269,462 Liabilities Derivative instruments $ — $ 123,551 $ — $ 123,551 Recapitalization investment portfolio liability — — 204,742 204,742 Total liabilities $ — $ 123,551 $ 204,742 $ 328,293 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Investments $ 1,895 $ — $ 248,453 $ 250,348 Total assets $ 1,895 $ — $ 248,453 $ 250,348 Liabilities Contingent consideration $ — $ — $ 9,489 $ 9,489 Recapitalization investment portfolio liability — — 191,678 191,678 Total liabilities $ — $ — $ 201,167 $ 201,167 |
Fair Value Measurement Inputs and Valuation Techniques | The following table summarizes the Company’s quantitative information about the fair value measurements of Auven and venBio at the dates indicated (dollars in thousands): Quantitative Information About Level 3 Fair Value Measurements for December 31, 2020 Description Fair Value Valuation Technique Unobservable Input Range of Rates Fair value option investments $253,801 Market evaluation/pricing models Discount for lack of marketability 12.5% - 32.5% Recent acquisition transactions Discount for lack of control 20.0% - 35.0% Quantitative information about Level 3 Fair Value Measurements for December 31, 2019 Description Fair Value Valuation Technique Unobservable Input Range of Rates Fair value option investments $243,067 Market evaluation/pricing models Discount for lack of marketability 10.0% - 30.0% Recent acquisition transactions Discount for lack of control 20.0% - 35.0% |
Fair Value Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in fair value of the Company’s investments measured on a recurring basis using significant unobservable inputs (Level 3) were as follows: (in thousands) 2020 2019 Balance as of January 1, $ 248,453 $ 256,124 Recognized fair value gains (losses) 53,256 (11,288) Cash distributions received (43,974) (452) Capital contributions paid 6,852 4,069 Balance as of December 31, $ 264,587 $ 248,453 |
Fair Value Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in fair value of the Recapitalization Investment Portfolio Liability measured on a recurring basis using significant unobservable inputs (Level 3) were as follows: (in thousands) 2020 2019 Balance as of January 1, $ 191,678 $ 198,524 Recapitalization investment portfolio consideration change in value 33,538 (6,846) Cash distributions paid (20,474) — Balance as of December 31, $ 204,742 $ 191,678 |
Fair Value by Balance Sheet Grouping | The following table presents information about the carrying value and estimated fair value of the Company’s financial instruments on the dates set forth below: December 31, 2020 December 31, 2019 (in thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: Cash and cash equivalents $ 767,999 $ 767,999 $ 345,187 $ 345,187 Liabilities: 2015 Term Loan 3,064,006 3,067,652 3,096,429 3,111,911 2025 Notes 500,000 527,645 — — 2028 Notes 700,000 754,257 — — OpCo Notes — — 1,125,000 1,164,566 Initial HoldCo Notes — — 550,000 559,873 Additional HoldCo Notes — — 900,000 915,120 Other debt — — 5,707 5,707 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The balances of AOCL or AOCI, each net of tax, were as follows on the dates set forth below: (in thousands) Foreign Derivative Defined Benefit Plan Accumulated Other Comprehensive Balance as of December 31, 2017 $ (240,099) $ 6,930 $ (1,208) $ (234,377) (OCL) or OCI before reclassifications (91,177) 14,498 861 (75,818) Amounts reclassified from AOCI or (AOCL ) — (4,261) 643 (3,618) Other — 922 — 922 Net (OCL) or OCI (91,177) 11,159 1,504 (78,514) Balance as of December 31, 2018 (331,276) 18,089 296 (312,891) OCI or (OCL) before reclassifications 24,824 — (1,803) 23,021 Amounts reclassified from AOCI — (9,523) 489 (9,034) Net OCI or (OCL) 24,824 (9,523) (1,314) 13,987 Balance as of December 31, 2019 (306,452) 8,566 (1,018) (298,904) OCI or (OCL) before reclassifications 105,026 (107,138) (3,006) (5,118) Amounts reclassified from AOCI or AOCL — 18,650 527 19,177 Net OCI or (OCL) 105,026 (88,488) (2,479) 14,059 Balance as of December 31, 2020 $ (201,426) $ (79,922) $ (3,497) $ (284,845) |
Reclassification out of Accumulated Other Comprehensive Income | The following table provides the location of the pre-tax (loss) gain reclassified from AOCL into the consolidated statements of operations for the periods indicated below: Pre-Tax (Loss) Gain Reclassified from AOCL into Statements of Operations (in thousands) Location of (Loss) Gain Reclassified from AOCL into Statements of Operations Years Ended December 31, 2020 2019 2018 Interest rate swaps Interest expense, net $ (10,675) $ 12,327 $ 5,618 Interest rate swaps Other (expense) income, net (14,102) — — (in thousands) Years Ended December 31, Details about AOCI or AOCL Components 2020 2019 2018 Affected line item in statements of operations (Losses) gains on derivative instruments: Interest rate swaps $ (10,675) $ 12,327 $ 5,618 Interest expense, net Interest rate swaps (14,102) — — Other (expense) income, net Total before income tax benefit (expense) (24,777) 12,327 5,618 Income tax benefit (expense) 6,127 (2,804) (1,357) Provision for income taxes Total net of income tax $ (18,650) $ 9,523 $ 4,261 Defined benefit plan: Amortization of actuarial loss $ (655) $ (605) $ (784) Other (expense) income, net Income tax benefit 128 116 141 Provision for income taxes Total net of income tax $ (527) $ (489) $ (643) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Amounts Paid to Relevant Affiliates | The amounts paid to the relevant affiliates for the 2015 Term Loan for the respective periods were as follows: Years Ended December 31, (in thousands) 2020 2019 Interest paid $ 1,624 $ 3,900 Principal paid 441 800 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerator and denominator of the basic and diluted EPS computations for the periods set forth below: (dollars in thousands, except per share data) Years Ended December 31, Numerator: 2020 2019 2018 Net income $ 160,556 $ 52,755 $ 106,865 Net income attributable to noncontrolling interest (6,865) (4,934) (2,679) Recapitalization investment portfolio consideration (33,538) 6,846 (7,849) Net income attributable to common stockholders of PPD, Inc. $ 120,153 $ 54,667 $ 96,337 Denominator: Basic weighted-average common shares outstanding 341,178 279,285 279,238 Effect of dilutive stock options and share awards 5,506 1,408 79 Diluted weighted-average common shares outstanding 346,684 280,693 279,317 Earnings per share: Basic $ 0.35 $ 0.20 $ 0.34 Diluted $ 0.35 $ 0.19 $ 0.34 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of potential common shares outstanding that were considered anti-dilutive using the treasury stock method and therefore excluded from the computation of diluted EPS, weighted for the portion of the period they were outstanding, are as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Anti-dilutive stock options and restricted stock 436 434 106 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Information on reportable segment revenue and segment operating income, including a reconciliation of segment operating income to consolidated income from operations, for the respective periods were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Segment revenue: Clinical Development Services $ 3,804,873 $ 3,354,163 $ 3,182,870 Laboratory Services 876,601 676,854 566,101 Total segment revenue 4,681,474 4,031,017 3,748,971 Segment direct costs: Clinical Development Services 1,265,314 1,162,678 1,064,557 Laboratory Services 393,329 307,346 258,472 Total segment direct costs 1,658,643 1,470,024 1,323,029 Segment reimbursed costs: Clinical Development Services 1,085,977 845,580 876,617 Laboratory Services 114,777 79,054 64,296 Total segment reimbursed costs 1,200,754 924,634 940,913 Segment SG&A expenses: Clinical Development Services 578,898 529,425 475,242 Laboratory Services 92,097 81,373 68,305 Total segment SG&A expenses 670,995 610,798 543,547 Segment operating income: Clinical Development Services 874,684 816,480 766,454 Laboratory Services 276,398 209,081 175,028 Total segment operating income 1,151,082 1,025,561 941,482 Operating costs and expenses not allocated to segments: Direct costs 23,403 14,234 10,783 SG&A expenses 339,132 328,008 269,488 Depreciation and amortization 279,116 264,830 258,974 Long-lived and goodwill asset impairments 1,414 1,284 29,626 Income from operations $ 508,017 $ 417,205 $ 372,611 |
Entity-wide Information by Ge_2
Entity-wide Information by Geographic Location (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segments, Geographical Areas [Abstract] | |
Revenue from External Customers by Geographic Area | Total revenues by geographic location are as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Revenue: North America (1) $ 2,645,683 $ 2,155,609 $ 1,981,814 Latin America 178,877 147,375 129,644 Europe, Middle East and Africa (2) 1,348,056 1,310,573 1,280,861 Asia-Pacific 508,858 417,460 356,652 Revenue $ 4,681,474 $ 4,031,017 $ 3,748,971 (1) Revenue for the North America region includes revenue attributable to the United States of $2,633,139, $2,132,275 and $1,960,637, respectively, for the years ended December 31, 2020, 2019 and 2018. (2) Revenue for the Europe, Middle East and Africa region includes revenue attributable to the United Kingdom of $583,036, $659,350 and $655,314, respectively, for the years ended December 31, 2020, 2019 and 2018. |
Property and Equipment, Net by Geographical Location | Total property and equipment, net, by geographic location is as follows: December 31, (in thousands) 2020 2019 Property and equipment, net: North America (1) $ 396,180 $ 372,163 Latin America 2,933 4,294 Europe, Middle East and Africa 53,784 51,780 Asia-Pacific 43,577 30,608 Total property and equipment, net $ 496,474 $ 458,845 (1) Property and equipment, net, for the North America region includes property and equipment, net, attributable to the United States of $396,173 and $372,033, respectively, as of December 31, 2020 and 2019. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, shares in Millions | Feb. 18, 2020USD ($) | Feb. 10, 2020USD ($)$ / sharesshares | Sep. 30, 2020shares | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Stock sold to the public (in usd per share) | $ / shares | $ 27 | |||||
Public offerings related expenses | $ 90,000,000 | |||||
Loss on extinguishment of debt | $ 93,534,000 | $ 0 | $ 0 | |||
Weighted-average remaining amortization period | 12 years | |||||
the “LTIP” | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based compensation expense, accelerated cost | $ 22,200,000 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued in the IPO (in shares) | shares | 69 | |||||
Proceeds raised in the IPO | $ 1,773,000,000 | |||||
Public offerings related expenses | $ 4,000,000 | |||||
Over-Allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued in the IPO (in shares) | shares | 9 | 5.7 | ||||
Initial HoldCo Notes | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate principal amount | $ 550,000,000 | |||||
Stated rate | 7.63% | |||||
Extinguishment of debt, redemption premium, amount | 5,500,000 | |||||
Additional HoldCo Notes | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate principal amount | 900,000,000 | |||||
Stated rate | 7.75% | |||||
Extinguishment of debt, redemption premium, amount | 9,000,000 | |||||
HoldCo Notes | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Extinguishment of debt, redemption premium, amount | 14,500,000 | |||||
Loss on extinguishment of debt | $ 50,100,000 | |||||
Minimum | Initial HoldCo Notes | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stated rate | 7.625% | |||||
Minimum | Additional HoldCo Notes | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stated rate | 7.75% | |||||
Maximum | Initial HoldCo Notes | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stated rate | 8.375% | |||||
Maximum | Additional HoldCo Notes | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stated rate | 8.50% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Components of Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other (expense) income, net: | |||
Foreign currency (losses) gains, net | $ (47,055) | $ (24,659) | $ 16,682 |
Interest rate swap losses | (15,817) | 0 | 0 |
Other income | 2,957 | 3,778 | 8,728 |
Other expense | (2,825) | (6,262) | (3,709) |
Total other (expense) income, net | $ (62,740) | $ (27,143) | $ 21,701 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash paid for interest (for the years ended December 31) | $ 260,578 | $ 300,528 | $ 262,921 |
Cash paid for income taxes, net (for the years ended December 31) | 71,503 | 72,510 | 64,714 |
Purchases of property and equipment in current liabilities (as of December 31) | $ 20,722 | $ 29,924 | $ 17,461 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 18 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Trade names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Trade names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 23 years |
Investigator/payer network | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Investigator/payer network | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Technology/intellectual property | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Technology/intellectual property | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 8 years |
Know-how/processes | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 7 years |
Know-how/processes | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Backlog | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 1 year |
Backlog | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 6 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 13 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 23 years |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||||
Revenue recognized from performance obligations partially satisfied in prior periods | $ 147,600,000 | $ 131,400,000 | $ 145,700,000 | |
Unsatisfied performance obligations, amount | 7,500,000,000 | |||
Contract assets | 171,200,000 | 178,800,000 | ||
Contract with customer, liability, revenue recognized | 864,000,000 | 705,300,000 | 513,600,000 | |
Capitalized contract cost impairment | $ 0 | $ 0 | $ 0 | |
Customer Concentration Risk | Largest Customer [Member] | Accounts Receivable and Unbilled Revenues | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12.00% | |||
Customer Concentration Risk | Two Largest Customers | Accounts Receivable and Unbilled Revenues | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations, expected timing of satisfaction, period | 12 months |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations, percentage | 36.00% |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations, percentage | 42.00% |
Revenue - Schedule of Accounts
Revenue - Schedule of Accounts Receivable and Unbilled Services (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||||
Accounts receivable | $ 735,568 | $ 726,111 | ||
Unbilled services | 882,078 | 609,674 | ||
Total accounts receivable and unbilled services | 1,617,646 | 1,335,785 | ||
Allowance for doubtful accounts | (7,928) | (9,171) | $ (5,029) | $ (4,904) |
Total accounts receivable and unbilled services, net | $ 1,609,718 | $ 1,326,614 |
Revenue - Contract with Custome
Revenue - Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Unearned revenue | $ 1,060,544 | $ 1,110,872 |
Revenue - Change in the Allowan
Revenue - Change in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at the beginning of the period | $ (9,171) | $ (5,029) | $ (4,904) |
Current year recovery (provision) | 1,176 | (4,243) | (618) |
Write-offs | 67 | 101 | 493 |
Balance at the end of the period | $ (7,928) | $ (9,171) | $ (5,029) |
Revenue - Capitalized Contract
Revenue - Capitalized Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Capitalized costs to obtain a contract, net | $ 37,286 | $ 25,766 | |
Amortization of costs to obtain a contract | $ 11,224 | $ 11,432 | $ 8,693 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2020USD ($) | Feb. 29, 2020shares | Nov. 30, 2019USD ($)$ / shares | May 31, 2019USD ($)installment$ / shares | May 30, 2019USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 21,300 | $ 15,600 | $ 18,300 | |||||
Compensation costs not yet recognized | $ 24,500 | |||||||
Share based compensation expense including special cash bonus | 20,600 | |||||||
Modification of stock option awards | $ (5,000) | $ (14,700) | (19,669) | |||||
Deferred Bonus | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Special cash bonus | $ 6,500 | $ 43,700 | ||||||
Special cash bonus, number of installments | installment | 3 | |||||||
Special cash bonus paid | $ 12,700 | $ 14,600 | ||||||
Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Period for compensation costs not yet recognized to be recognized | 2 years 4 months 24 days | |||||||
Performance-based | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Reduction to weighted average exercise price (in dollars per share) | $ / shares | $ 0.57 | $ 3.89 | ||||||
2020 Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares reserved for issuance (in shares) | shares | 39.1 | |||||||
Number of shares available for issuance (in shares) | shares | 37.7 | |||||||
2020 Incentive Plan | Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
2020 Incentive Plan | Options and RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Award vesting percentage | 25.00% | |||||||
2020 Incentive Plan | PSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
2020 Incentive Plan | RSUs and PSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Period for compensation costs not yet recognized to be recognized | 3 years | |||||||
Fair value of equity options granted | $ 24,100 | $ 24,100 | ||||||
Compensation costs not yet recognized | $ 18,200 | |||||||
2017 Eagle I Incentive Plan | Performance-based | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 20.00% | |||||||
2017 Eagle I Incentive Plan | Liquidity/realization Event-based Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 3,600 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used in Granted Stock Options Fair Value Estimates (Details) - Options | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 3 months | 6 years 6 months | 6 years 6 months |
Risk-free interest rate | 0.40% | 2.30% | 2.60% |
Expected volatility | 45.00% | 26.40% | 25.00% |
Expected dividend | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning outstanding balance (in shares) | 20,303 | |
Granted (in shares) | 360 | |
Exercised (in shares) | (1,723) | |
Forfeited (in shares) | (1,255) | |
Expired (in shares) | (62) | |
Ending outstanding balance (in shares) | 17,623 | 20,303 |
Exercisable (in shares) | 8,921 | |
Vested or expected to vest (in shares) | 8,702 | |
Weighted- Average Exercise Price | ||
Beginning outstanding balance (in usd per share) | $ 14.10 | |
Granted (in usd per share) | 27.67 | |
Exercised (in usd per share) | 14.48 | |
Forfeited (in usd per share) | 13.68 | |
Expired (in usd per share) | 15.03 | |
Ending outstanding balance (in usd per share) | 14.37 | $ 14.10 |
Exercisable (in usd per share) | 14.07 | |
Vested or expected to vest (in usd per share) | $ 14.67 | |
Stock Option Activity, Additional Disclosures | ||
Weighted average remaining contractual term | 6 years 9 months 18 days | 7 years 9 months 18 days |
Exercisable, weighted average remaining contractual term | 6 years 7 months 6 days | |
Vested or expected to vest, weighted average remaining contractual term | 7 years 1 month 6 days | |
Outstanding, aggregate intrinsic value | $ 349,771 | |
Exercisable, aggregate intrinsic value | 179,680 | |
Vested or expected to vest, aggregate intrinsic value | $ 170,091 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summarized Information about Outstanding Stock Options and Other Information about Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding (in shares) | 17,623 | 20,303 | |
Weighted-Average Remaining Contractual Life | 6 years 9 months 18 days | 7 years 9 months 18 days | |
Stock options outstanding, weighted-average exercise price (in usd per share) | $ 14.37 | $ 14.10 | |
Stock options exercisable (in shares) | 8,921 | ||
Stock options exercisable, weighted-average exercise price (in usd per share) | $ 14.07 | ||
Weighted average grant date fair value (in dollar per share) | $ 12.01 | $ 5.46 | $ 4.69 |
Aggregate fair value of stock options granted | $ 4,324 | $ 12,934 | $ 16,624 |
Total intrinsic value of stock options exercised | 32,733 | 1,395 | 172 |
Total grant date fair value of stock options vested | $ 16,971 | $ 15,999 | $ 14,944 |
Time-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price, lower range limit (in usd per share) | $ 14.35 | ||
Exercise price, upper range limit (in usd per share) | $ 34.27 | ||
Stock options outstanding (in shares) | 7,787 | ||
Weighted-Average Remaining Contractual Life | 5 years 10 months 24 days | ||
Stock options outstanding, weighted-average exercise price (in usd per share) | $ 16.46 | ||
Stock options exercisable (in shares) | 3,581 | ||
Stock options exercisable, weighted-average exercise price (in usd per share) | $ 15.47 | ||
Performance-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price, lower range limit (in usd per share) | 9.89 | ||
Exercise price, upper range limit (in usd per share) | $ 21.70 | ||
Stock options outstanding (in shares) | 7,681 | ||
Weighted-Average Remaining Contractual Life | 6 years 9 months 18 days | ||
Stock options outstanding, weighted-average exercise price (in usd per share) | $ 13.23 | ||
Stock options exercisable (in shares) | 5,340 | ||
Stock options exercisable, weighted-average exercise price (in usd per share) | $ 13.14 | ||
Liquidity/realization event-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price, lower range limit (in usd per share) | 10.59 | ||
Exercise price, upper range limit (in usd per share) | $ 21.70 | ||
Stock options outstanding (in shares) | 2,155 | ||
Weighted-Average Remaining Contractual Life | 6 years 6 months | ||
Stock options outstanding, weighted-average exercise price (in usd per share) | $ 10.90 | ||
Stock options exercisable (in shares) | 0 | ||
Stock options exercisable, weighted-average exercise price (in usd per share) | $ 0 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - RSUs and PSUs shares in Thousands | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning unvested balance (in shares) | shares | 9 |
Granted (in shares) | shares | 889 |
Vested (in shares) | shares | (8) |
Forfeited (in shares) | shares | (42) |
Ending unvested balance (in shares) | shares | 848 |
Weighted-Average Grant Date Fair Value | |
Beginning unvested balance (in usd per share) | $ / shares | $ 18.05 |
Granted (in usd per share) | $ / shares | 27.10 |
Vested (in usd per share) | $ / shares | 17.93 |
Forfeited (in usd per share) | $ / shares | 26.84 |
Ending unvested balance (in usd per share) | $ / shares | $ 27.09 |
Stockholders_ Deficit and Red_3
Stockholders’ Deficit and Redeemable Noncontrolling Interest - Schedule of Stockholders Equity (Details) - shares | Dec. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,080,000,000 | 2,080,000,000 |
Shares issued (in shares) | 350,858,000 | 280,127,000 | ||
Shares outstanding (in shares) | 350,132,000 | 279,426,000 | ||
Voting | ||||
Class of Stock [Line Items] | ||||
Shares outstanding (in shares) | 350,132,000 | 276,052,000 | ||
Non-voting | ||||
Class of Stock [Line Items] | ||||
Shares outstanding (in shares) | 0 | 3,374,000 |
Stockholders_ Deficit and Red_4
Stockholders’ Deficit and Redeemable Noncontrolling Interest - Additional Information (Details) | Feb. 10, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Jan. 31, 2020shares | Nov. 30, 2019USD ($)$ / shares | May 30, 2019USD ($)$ / shares | Dec. 31, 2020USD ($)shares | Feb. 29, 2020shares | Dec. 31, 2019shares |
Schedule of Equity Method Investments [Line Items] | ||||||||
Stock split, conversion ratio | 1.8 | |||||||
Common stock, shares authorized (in shares) | 2,080,000,000 | 2,000,000,000 | 2,000,000,000 | 2,080,000,000 | ||||
Preferred stock, shares authorized (in shares) | 100,000,000 | |||||||
Preferred stock, shares issued (in shares) | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | |||||||
Public offerings related expenses | $ | $ 90,000,000 | |||||||
Special cash dividends | $ | $ 160,000,000 | $ 1,086,000,000 | ||||||
Special cash dividends (in usd per share) | $ / shares | $ 0.57 | $ 3.89 | ||||||
Secondary Public Offering | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Stock issued in the IPO (in shares) | 43,700,000 | |||||||
Proceeds raised in the IPO | $ | $ 0 | |||||||
Public offerings related expenses | $ | $ 1,900,000 | |||||||
Over-Allotment Option | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Stock issued in the IPO (in shares) | 9,000,000 | 5,700,000 | ||||||
PPD-SNBL | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage by parent | 60.00% | |||||||
PPD-SNBL | SNBL | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership percentage by noncontrolling owners | 40.00% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Sep. 03, 2019 | Jul. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Measurement period adjustments for prior acquisition | $ 12,314 | ||||
Goodwill, net | 1,820,208 | $ 1,764,104 | $ 1,723,378 | ||
Acquisition costs | 7,900 | $ 800 | |||
Synarc | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Purchase price | $ 48,635 | ||||
Measurement period adjustments in the purchase price | 3,400 | ||||
Measurement period adjustments in assets | (11,100) | ||||
Measurement period adjustments in liabilities | (2,200) | ||||
Measurement period adjustments for prior acquisition | $ 12,300 | ||||
Goodwill, net | $ 13,379 | ||||
Medimix | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Purchase price | $ 36,800 | ||||
Goodwill, net | 20,500 | ||||
Cash payments | 27,500 | ||||
Common stock issued | 5,000 | ||||
Estimated contingent consideration | 4,300 | ||||
Acquired definite-lived intangible assets | 13,500 | ||||
Other net assets primarily related to net working capital | $ 2,800 | ||||
Estimated earn-out liability recorded | $ 9,500 |
Business Combinations - Schedul
Business Combinations - Schedule of Finite-Lived Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Sep. 03, 2019 | Jul. 01, 2019 |
Synarc | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 7,100 | |
Weighted-Average Amortization Period (in years) | 10 years | |
Synarc | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 2,000 | |
Weighted-Average Amortization Period (in years) | 15 years | |
Synarc | Know-how/processes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 1,800 | |
Weighted-Average Amortization Period (in years) | 8 years | |
Synarc | Investigator network | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 1,900 | |
Weighted-Average Amortization Period (in years) | 8 years | |
Synarc | Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 1,400 | |
Weighted-Average Amortization Period (in years) | 10 years | |
Medimix | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 13,500 | |
Weighted-Average Amortization Period (in years) | 11 years | |
Medimix | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 7,500 | |
Weighted-Average Amortization Period (in years) | 13 years | |
Medimix | Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 900 | |
Weighted-Average Amortization Period (in years) | 10 years | |
Medimix | Technology/intellectual property | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Intangible Assets | $ 5,100 | |
Weighted-Average Amortization Period (in years) | 8 years |
Business Combinations - Sched_2
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 03, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities assumed: | ||||
Goodwill, net | $ 1,820,208 | $ 1,764,104 | $ 1,723,378 | |
Synarc | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 48,635 | |||
Identifiable assets acquired: | ||||
Cash and cash equivalents | 6,003 | |||
Accounts receivable and unbilled services | 18,819 | |||
Prepaid expenses and other current assets | 1,590 | |||
Property and equipment | 19,273 | |||
Intangible assets | 7,100 | |||
Other assets | 928 | |||
Operating lease right-of-use assets | 1,609 | |||
Total identifiable assets acquired | 55,322 | |||
Liabilities assumed: | ||||
Accounts payable | (2,117) | |||
Other accrued expenses | (4,026) | |||
Unearned revenue | (7,210) | |||
Long-term debt and finance lease obligations | (38) | |||
Deferred tax liabilities | (4,736) | |||
Other liabilities | (330) | |||
Operating lease liabilities | (1,609) | |||
Total liabilities assumed | (20,066) | |||
Separately identifiable net assets acquired | 35,256 | |||
Goodwill, net | 13,379 | |||
Total net assets | $ 48,635 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Synarc | ||
Business Acquisition [Line Items] | ||
Net Revenue (in thousands) | $ 17,170 | |
Medimix | ||
Business Acquisition [Line Items] | ||
Net Revenue (in thousands) | $ 5,996 |
Investments - Summary of Equity
Investments - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 43,178 | $ 34,028 |
Medable, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 19,554 | 15,684 |
Science 37, Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 23,624 | $ 18,344 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Payment for investment in equity method investment | $ 20,000,000 | $ 30,000,000 | $ 9,000,000 |
Remaining capital commitment | $ 25,700,000 | ||
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Capital commitment period | 1 year | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Capital commitment period | 5 years | ||
Medable, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Payment for investment in equity method investment | $ 10,000,000 | 10,000,000 | |
Ownership interest percentage | 20.30% | ||
Science 37, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Payment for investment in equity method investment | $ 10,000,000 | $ 20,000,000 | |
Ownership interest percentage | 21.00% | ||
Auven Therapeutics Holdings, L.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Partnership interest percentage | 32.70% | ||
Remaining capital commitment | $ 0 | ||
venBio Global Strategic Fund, L.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Partnership interest percentage | 22.30% | ||
the “Abingworth Investments” | Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Partnership interest percentage | 1.20% | ||
the “Abingworth Investments” | Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Partnership interest percentage | 4.00% |
Investments - Summary of Other
Investments - Summary of Other Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Other investments | $ 1,307 | $ 1,895 |
Total | 265,894 | 250,348 |
Auven Therapeutics Holdings, L.P. | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Investments without readily determinable fair value | 204,736 | 228,959 |
venBio Global Strategic Fund, L.P. | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Investments without readily determinable fair value | 49,065 | 14,108 |
Venture capital funds and investment partnerships | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Investments without readily determinable fair value | $ 10,786 | $ 5,386 |
Investments - Summary of Financ
Investments - Summary of Financial Information (Details) - Auven and venBio - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Securities without Readily Determinable Fair Value [Line Items] | |||
Net investment income (loss) (for the years ended December 31) | $ 395,263 | $ (280,962) | $ (140,943) |
Total assets (as of December 31) | 1,745,356 | 1,396,040 | 1,645,063 |
Total liabilities (as of December 31) | $ 145,329 | $ 30,812 | $ 2,105 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,199,756 | $ 1,044,356 |
Less: accumulated depreciation and amortization | (703,282) | (585,511) |
Property and equipment, net | 496,474 | 458,845 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,907 | 6,795 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 443,567 | 384,975 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 307,236 | 264,233 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 384,935 | 311,381 |
Construction-in-progress, including information technology systems under development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 57,111 | $ 76,972 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 121.5 | $ 102.9 | $ 90.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Carrying Amount of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 1,890,815 | $ 1,850,089 |
Accumulated impairment losses, beginning balance | (126,711) | (126,711) |
Goodwill, net, beginning balance | 1,764,104 | 1,723,378 |
Translation adjustments | 43,790 | 12,814 |
Goodwill recorded from current year acquisitions | 27,912 | |
Measurement period adjustments for prior acquisition | 12,314 | |
Goodwill, ending balance | 1,946,919 | 1,890,815 |
Accumulated impairment losses, ending balance | (126,711) | (126,711) |
Goodwill, net, ending balance | 1,820,208 | 1,764,104 |
Clinical Development Services | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 1,664,201 | 1,623,475 |
Accumulated impairment losses, beginning balance | (99,432) | (99,432) |
Goodwill, net, beginning balance | 1,564,769 | 1,524,043 |
Translation adjustments | 43,790 | 12,814 |
Goodwill recorded from current year acquisitions | 27,912 | |
Measurement period adjustments for prior acquisition | 12,314 | |
Goodwill, ending balance | 1,720,305 | 1,664,201 |
Accumulated impairment losses, ending balance | (99,432) | (99,432) |
Goodwill, net, ending balance | 1,620,873 | 1,564,769 |
Laboratory Services | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 226,614 | 226,614 |
Accumulated impairment losses, beginning balance | (27,279) | (27,279) |
Goodwill, net, beginning balance | 199,335 | 199,335 |
Translation adjustments | 0 | 0 |
Goodwill recorded from current year acquisitions | 0 | |
Measurement period adjustments for prior acquisition | 0 | |
Goodwill, ending balance | 226,614 | 226,614 |
Accumulated impairment losses, ending balance | (27,279) | (27,279) |
Goodwill, net, ending balance | $ 199,335 | $ 199,335 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 29,626,000 |
Amortization expense | 157,600,000 | 161,900,000 | $ 168,600,000 |
Translation gain (loss) | $ 14,700,000 | $ (5,200,000) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | $ 2,316,033 | $ 2,266,250 |
Accumulated Amortization | (1,567,629) | (1,374,159) |
Total future amortization expense | 748,404 | 892,091 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 902,302 | 884,788 |
Accumulated Amortization | (479,341) | (415,427) |
Total future amortization expense | 422,961 | 469,361 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 378,764 | 372,210 |
Accumulated Amortization | (159,131) | (139,141) |
Total future amortization expense | 219,633 | 233,069 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 181,762 | 177,599 |
Accumulated Amortization | (181,196) | (175,571) |
Total future amortization expense | 566 | 2,028 |
Investigator/payer network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 245,683 | 236,082 |
Accumulated Amortization | (217,963) | (185,478) |
Total future amortization expense | 27,720 | 50,604 |
Technology/intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 8,600 | 8,600 |
Accumulated Amortization | (4,256) | (3,319) |
Total future amortization expense | 4,344 | 5,281 |
Know-how/processes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 598,922 | 586,971 |
Accumulated Amortization | (525,742) | (455,223) |
Total future amortization expense | $ 73,180 | $ 131,748 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Estimated Amortization Expense for Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 149,193 | |
2022 | 75,905 | |
2023 | 68,921 | |
2024 | 62,475 | |
2025 | 57,460 | |
Thereafter | 334,450 | |
Total future amortization expense | $ 748,404 | $ 892,091 |
Long-term Debt and Finance Le_3
Long-term Debt and Finance Lease Obligations - Schedule of Long-term Debt and Finance Lease Obligations (Details) - USD ($) | Dec. 31, 2020 | Jun. 05, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Finance lease obligations | $ 25,734,000 | $ 28,726,000 | |
Long-term debt and finance lease obligations, including current portion | 4,289,740,000 | 5,705,862,000 | |
Unamortized debt discount | (4,198,000) | (13,956,000) | |
Unamortized debt issuance costs | (23,112,000) | (47,978,000) | |
Current portion of long-term debt and finance lease obligations | (36,238,000) | (35,794,000) | |
Long-term debt and finance lease obligations, less current portion | $ 4,226,192,000 | 5,608,134,000 | |
Senior Notes | 2025 Notes | |||
Debt Instrument [Line Items] | |||
Effective rate | 4.97% | ||
Stated rate | 4.63% | 4.625% | |
Long-term debt, gross | $ 500,000,000 | $ 500,000,000 | 0 |
Senior Notes | 2028 Notes | |||
Debt Instrument [Line Items] | |||
Effective rate | 5.24% | ||
Stated rate | 5.00% | 5.00% | |
Long-term debt, gross | $ 700,000,000 | 0 | |
Senior Notes | OpCo Notes | |||
Debt Instrument [Line Items] | |||
Effective rate | 6.61% | ||
Stated rate | 6.38% | 6.375% | |
Long-term debt, gross | $ 0 | 1,125,000,000 | |
Senior Notes | Initial HoldCo Notes | |||
Debt Instrument [Line Items] | |||
Effective rate | 8.92% | ||
Stated rate | 7.63% | ||
Long-term debt, gross | $ 0 | 550,000,000 | |
Senior Notes | Additional HoldCo Notes | |||
Debt Instrument [Line Items] | |||
Effective rate | 8.90% | ||
Stated rate | 7.75% | ||
Long-term debt, gross | $ 0 | 900,000,000 | |
Other debt | |||
Debt Instrument [Line Items] | |||
Effective rate | 1.13% | ||
Stated rate | 1.13% | ||
Long-term debt, gross | $ 0 | 5,707,000 | |
Term Loan Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Effective rate | 3.71% | ||
Stated rate | 3.50% | ||
Long-term debt, gross | $ 3,064,006,000 | $ 3,096,429,000 |
Long-term Debt and Finance Le_4
Long-term Debt and Finance Lease Obligations - Senior Secured Credit Facilities (Details) - USD ($) | Jan. 13, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2016 | Aug. 18, 2015 |
2015 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate value letters of credit outstanding | $ 1,600,000 | $ 1,600,000 | ||||
Line of Credit | New Credit Agreement | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Rate margin | 0.25% | |||||
Total net leverage ratio | 3.75 | |||||
Term Loan Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings outstanding under the facility | $ 3,064,006,000 | 3,096,429,000 | ||||
Term Loan Facility | Line of Credit | New Credit Agreement | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 3,050,000,000 | |||||
Percentage of face value at issuance | 99.50% | |||||
Discount percentage | 0.50% | |||||
Percentage of excess cash flow | 50.00% | |||||
Percentage of net cash proceeds of course asset sales | 100.00% | |||||
Percentage of net cash proceeds of debt issuances | 100.00% | |||||
Redemption price, percentage | 0.25% | |||||
Term Loan Facility | Line of Credit | New Credit Agreement | Base Rate | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Rate floor | 1.50% | |||||
Rate margin | 1.25% | |||||
Term Loan Facility | Line of Credit | New Credit Agreement | LIBOR | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Rate floor | 0.50% | |||||
Rate margin | 2.25% | |||||
Term Loan Facility | Line of Credit | 2015 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 2,575,000,000 | |||||
Percentage of face value at issuance | 99.50% | |||||
Discount percentage | 0.50% | |||||
Accordion feature, increase capacity | $ 660,000,000 | |||||
Amount borrowed from the facility | $ 150,000,000 | |||||
Debt issuance costs | $ 16,300,000 | |||||
Term Loan Facility | Line of Credit | 2015 Credit Agreement | Eurocurrency | ||||||
Debt Instrument [Line Items] | ||||||
Rate floor | 1.00% | |||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 600,000,000 | |||||
Commitment fee percentage on unused portion | 0.375% | |||||
Commitment fee percentage | 0.125% | |||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Subsequent Event | Step-down One | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage on unused portion | 0.375% | |||||
Total net leverage ratio | 4.75 | |||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Subsequent Event | Step-down Two | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage on unused portion | 0.25% | |||||
Total net leverage ratio | 3.75 | |||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Maximum | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage on unused portion | 0.50% | |||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Minimum | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage on unused portion | 0.25% | |||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | Base Rate | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Rate floor | 1.00% | |||||
Rate margin | 1.00% | |||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | LIBOR | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Rate floor | 0.00% | |||||
Rate margin | 2.00% | |||||
Revolving Credit Facility | Line of Credit | 2015 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 300,000,000 | |||||
Available credit under the facility | $ 298,400,000 | |||||
Borrowings outstanding under the facility | $ 0 | $ 0 | ||||
Debt issuance costs | $ 2,700,000 |
Long-term Debt and Finance Le_5
Long-term Debt and Finance Lease Obligations - 2025 Notes and the 2028 Notes (Details) - Senior Notes - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 05, 2020 | Dec. 31, 2019 | |
New Notes | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 1,200,000,000 | ||
Debt issuance costs | 18,600,000 | ||
Redemption price, percentage | 100.00% | ||
Redemption price, percentage of principal amount redeemed | 40.00% | ||
OpCo Notes | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 1,125,000,000 | ||
Long-term debt, gross | $ 0 | $ 1,125,000,000 | |
Stated rate | 6.38% | 6.375% | |
2025 Notes | |||
Line of Credit Facility [Line Items] | |||
Long-term debt, gross | $ 500,000,000 | $ 500,000,000 | 0 |
Stated rate | 4.63% | 4.625% | |
Redemption price, percentage | 104.625% | ||
2028 Notes | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 700,000,000 | ||
Long-term debt, gross | $ 700,000,000 | $ 0 | |
Stated rate | 5.00% | 5.00% | |
Redemption price, percentage | 105.00% | ||
Redemption Period Four | New Notes | |||
Line of Credit Facility [Line Items] | |||
Redemption price, percentage | 101.00% |
Long-term Debt and Finance Le_6
Long-term Debt and Finance Lease Obligations - Schedule of Redemption Prices (Details) - Senior Notes | 12 Months Ended |
Dec. 31, 2020 | |
2025 Notes | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 104.625% |
2025 Notes | Redemption Period One | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 102.313% |
2025 Notes | Redemption Period Two | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 101.156% |
2025 Notes | Redemption Period Three | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 100.00% |
2028 Notes | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 105.00% |
2028 Notes | Redemption Period One | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 102.50% |
2028 Notes | Redemption Period Two | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 101.25% |
2028 Notes | Redemption Period Three | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 100.00% |
Long-term Debt and Finance Le_7
Long-term Debt and Finance Lease Obligations - Redemption of OpCo and HoldCo Notes (Details) - USD ($) $ in Thousands | Jun. 05, 2020 | Feb. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ (93,534) | $ 0 | $ 0 | ||
OpCo Notes | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Extinguishment of debt, amount | $ 1,160,900 | ||||
Extinguishment of debt, redemption premium, amount | 35,900 | ||||
Write off of unamortized debt discount and deferred issuance costs | 7,600 | ||||
Gain (loss) on extinguishment of debt | $ (43,500) | ||||
HoldCo Notes | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Extinguishment of debt, amount | $ 1,464,500 | ||||
Extinguishment of debt, redemption premium, amount | 14,500 | ||||
Write off of unamortized debt discount and deferred issuance costs | 35,600 | ||||
Gain (loss) on extinguishment of debt | $ (50,100) |
Long-term Debt and Finance Le_8
Long-term Debt and Finance Lease Obligations - Scheduled Maturities of Long-term Debt and Finance Lease Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 36,238 |
2022 | 3,035,512 |
2023 | 3,658 |
2024 | 3,508 |
2025 | 503,530 |
Thereafter | 707,294 |
Total | $ 4,289,740 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2020 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease terms | 1 year |
Finance lease, remaining lease terms | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease terms | 16 years |
Finance lease, remaining lease terms | 16 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Property and equipment, net | $ 20,299 | $ 23,084 |
Total finance lease liabilities | $ 25,734 | $ 28,726 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligations | us-gaap:LongTermDebtAndCapitalLeaseObligations |
Real Estate | ||
Lessee, Lease, Description [Line Items] | ||
Current portion of long-term debt and finance lease obligations | $ 3,213 | $ 2,861 |
Long-term debt and finance lease obligations, less current portion | 21,297 | 24,510 |
Total finance lease liabilities | $ 24,510 | $ 27,371 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Amortization of ROU assets | $ 2,785 | $ 2,497 |
Interest on lease liabilities | 1,869 | 1,968 |
Operating lease expense | 60,150 | 54,179 |
Short-term lease expense | 419 | 1,301 |
Variable lease expense | 15,741 | 15,804 |
Total lease expense | $ 80,964 | $ 75,749 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 62,414 | $ 52,502 |
Operating cash flows for finance leases | 1,869 | 1,968 |
Financing cash flows for finance leases | 2,861 | 1,948 |
ROU assets obtained in exchange for operating lease obligation | 16,011 | 42,520 |
ROU assets obtained in exchange for finance lease obligation | $ 0 | $ 3,736 |
Leases - Other Leases Informati
Leases - Other Leases Information (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating leases, weighted average remaining lease term | 5 years 9 months 18 days | 6 years 3 months 18 days |
Finance leases, weighted average remaining lease term | 7 years 6 months | 8 years 6 months |
Operating leases, weighted average remaining discount rate | 5.50% | 5.80% |
Finance leases, weighted average remaining discount rate | 7.20% | 7.20% |
Leases - Future Lease Payments
Leases - Future Lease Payments for Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 61,918 | |
2022 | 46,682 | |
2023 | 33,921 | |
2024 | 22,744 | |
2025 | 13,938 | |
2026 and thereafter | 50,818 | |
Total lease payments | 230,021 | |
Less: imputed interest | 40,721 | |
Total | 189,300 | |
Finance Leases | ||
Total | 25,734 | $ 28,726 |
Total | ||
2021 | 66,783 | |
2022 | 51,682 | |
2023 | 38,531 | |
2024 | 27,079 | |
2025 | 18,124 | |
2026 and thereafter | 58,702 | |
Total lease payments | 260,901 | |
Less: imputed interest | 47,091 | |
Total | 213,810 | |
Real Estate | ||
Finance Leases | ||
2021 | 4,865 | |
2022 | 5,000 | |
2023 | 4,610 | |
2024 | 4,335 | |
2025 | 4,186 | |
2026 and thereafter | 7,884 | |
Total lease payments | 30,880 | |
Less: imputed interest | 6,370 | |
Total | $ 24,510 | $ 27,371 |
Income Taxes - Components of Fo
Income Taxes - Components of Foreign and Domestic Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (257,303) | $ 668,036 | $ 118,393 |
Foreign | 444,851 | (608,761) | 28,237 |
Income before benefit from income taxes | $ 187,548 | $ 59,275 | $ 146,630 |
Income Taxes - Components of th
Income Taxes - Components of the Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
U.S. federal income taxes: | |||
Current | $ (2,186) | $ 32,051 | $ 16,775 |
Deferred | (30,304) | (55,206) | (24,426) |
U.S. state income taxes: | |||
Current | 5,359 | 1,614 | 2,843 |
Deferred | (2,383) | (18,658) | (3,038) |
Foreign income taxes: | |||
Current | 58,796 | 44,657 | 49,411 |
Deferred | (10,477) | (1,501) | (1,986) |
Provision for income taxes | $ 18,805 | $ 2,957 | $ 39,579 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 10.00% | 5.00% | 27.00% |
Income tax expense at federal statutory rate | $ 39,385 | $ 12,461 | $ 30,792 |
State taxes, net of federal tax benefit | 2,432 | (13,437) | (706) |
Nondeductible interest | 682 | 7,781 | 9,749 |
Research and development credits | (11,470) | (11,206) | (9,609) |
Transaction costs | (4,139) | 1,226 | 0 |
Goodwill impairment | 0 | 0 | 6,221 |
Change in valuation allowance | (3,189) | (6,550) | 8,532 |
Foreign tax rate differential | 19,709 | 39,776 | (40,724) |
Foreign tax credit | (47,974) | (39,456) | (24,999) |
Global intangible low-taxed income | 63,858 | 65,918 | 46,269 |
Foreign-derived intangible income | 0 | 0 | (6,225) |
Nondeductible compensation | 7,763 | 0 | 0 |
Stock-based compensation | (4,656) | 3 | 56 |
Provision to return adjustment | (94) | (2,948) | (9,098) |
Other taxes | 1,670 | 1,542 | 2,358 |
Other permanent items | 1,334 | 3,623 | 2,417 |
Intercompany financing | (32,573) | (67,607) | 13,981 |
Effect of double taxation, net of dividend received | 1,724 | 2,164 | 4,022 |
Unrecognized tax benefits | (15,152) | 9,807 | 6,541 |
Other, net | (505) | (140) | 2 |
Provision for income taxes | $ 18,805 | $ 2,957 | $ 39,579 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Valuation Allowance [Line Items] | |||
Deferred tax assets, foreign operating loss carryforwards | $ 25,800 | ||
Deferred tax assets, other miscellaneous credits | 3,800 | ||
Deferred tax assets, business interest expense limitations of the Tax Act | 82,900 | ||
Deferred tax assets, foreign tax carryforward subject to indefinite carryforward period | 9,800 | ||
Interest rate swaps | 29,516 | ||
Valuation allowance against the carryforward attributes | 34,900 | $ 36,800 | |
Deferred tax assets, valuation allowance | 35,466 | 38,178 | |
Unrecognized tax benefits that would impact effective tax rate | 14,900 | 28,800 | $ 20,400 |
Reasonably possible decrease in unrecognized tax benefits | 3,500 | ||
Accrued interest and penalties with respect to unrecognized tax benefits | 2,900 | 4,300 | |
Certain Jurisdictions Where No Benefit Is Expected | |||
Valuation Allowance [Line Items] | |||
Deferred tax assets, valuation allowance | 500 | $ 1,400 | |
State and Local Jurisdiction | |||
Valuation Allowance [Line Items] | |||
Operating loss carryforwards and (derecognition) | 326,500 | ||
Foreign Tax Authority | |||
Valuation Allowance [Line Items] | |||
Operating loss carryforwards and (derecognition) | $ 148,500 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease obligations/ROU assets | $ 44,960 | $ 49,932 |
Accrued expenses | 28,955 | 26,412 |
Stock-based compensation awards | 4,069 | 11,173 |
Future benefit of tax credits | 29,507 | 25,920 |
Future benefit of carryforward losses | 44,885 | 53,077 |
Unearned revenue | 51,304 | 32,230 |
Interest rate swaps | 29,516 | |
Other | 19,124 | 22,436 |
Disallowed interest carryforward | 92,671 | 78,697 |
Valuation allowance | (35,466) | (38,178) |
Total deferred income taxes | 309,525 | 261,699 |
Liabilities | ||
Property and equipment and intangible assets | 220,941 | 232,945 |
Operating lease obligations/ROU assets | 41,117 | 46,404 |
Investment basis difference | 33,264 | 32,066 |
Interest rate swaps | 2,696 | |
Other | 24,069 | 23,104 |
Total deferred income taxes | $ 319,391 | $ 337,215 |
Income Taxes - Summary of the C
Income Taxes - Summary of the Changes in the Deferred Tax Asset Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at the beginning of the period | $ (38,178) | $ (88,980) | $ (78,025) |
Additions charged to costs and expenses | (9,280) | (2,463) | (11,527) |
Additions or reductions charged to other accounts | 114 | 43,418 | 0 |
Reductions charged to costs and expenses | 11,878 | 9,847 | 572 |
Balance at end of the period | $ (35,466) | $ (38,178) | $ (88,980) |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Unrecognized Income Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit at beginning of period | $ 39,733 | $ 28,442 | $ 21,890 |
Gross increases - tax positions in prior period | 399 | 5,997 | 6,408 |
Gross decreases - tax positions in prior period | (15,034) | (7,967) | (277) |
Gross increases - tax positions in current period | 5,286 | 13,908 | 7,970 |
Foreign exchange rate movements | 81 | 49 | |
Foreign exchange rate movements | (275) | ||
Settlement | (4,368) | 0 | 0 |
Lapse of statute | (4,767) | (696) | (7,274) |
Unrecognized tax benefit at end of period | $ 21,330 | $ 39,733 | $ 28,442 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($) | Feb. 29, 2020instrument | |
Derivative [Line Items] | ||
Unrealized losses to be reclassified within the next 12 months | $ (32.6) | |
Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Number of interest rate swaps entered | instrument | 3 | |
Not Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Loss from change in the fair value | $ 1.7 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Schedule of Interest Rate Derivatives (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Swap 1 | Designated as Hedging Instrument | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional Amount | $ 1,500,000 |
Fixed Interest Rate | 1.19% |
Swap 2 | Designated as Hedging Instrument | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional Amount | $ 1,500,000 |
Fixed Interest Rate | 1.22% |
Swap 3 | Designated as Hedging Instrument | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional Amount | $ 500,000 |
Fixed Interest Rate | 1.17% |
Swap 4 | Not Designated as Hedging Instrument | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional Amount | $ 500,000 |
Fixed Interest Rate | 0.52% |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-Tax (Loss) Gain Recognized in OCI or OCL | $ (142,187) | $ 0 | $ 18,960 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Reclassification out of Accumulated Other Comprehensive Income (Details) - Interest rate swaps - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest expense, net | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Pre-Tax (Loss) Gain Reclassified from AOCL into Statements of Operations | $ (10,675) | $ 12,327 | $ 5,618 |
Other (expense) income, net | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Pre-Tax (Loss) Gain Reclassified from AOCL into Statements of Operations | $ (14,102) | $ 0 | $ 0 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - Interest rate swaps - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Assets | $ 3,568 | $ 0 |
Liabilities | 123,551 | 0 |
Designated as Hedging Instrument | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 32,188 | 0 |
Designated as Hedging Instrument | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 74,286 | 0 |
Not Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1,901 | 0 |
Liabilities | 0 | 0 |
Not Designated as Hedging Instrument | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1,667 | 0 |
Liabilities | 0 | 0 |
Not Designated as Hedging Instrument | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 5,184 | 0 |
Not Designated as Hedging Instrument | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | $ 11,893 | $ 0 |
Employee Savings and Pension _2
Employee Savings and Pension Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company match, percentage of the employee's pre-tax retirement savings contribution | 50.00% | ||
Company matching contributions, net of forfeitures | $ 29.9 | $ 27.6 | $ 25.5 |
Accumulated benefit obligation (“ABO”) | 108.9 | 89.6 | |
Projected benefit obligation (“PBO”) | 113.8 | 92.5 | |
Fair value of plan assets | 112.5 | 94.6 | |
Funded (unfunded) status | (1.3) | $ 2.1 | |
Expected funding contributions during 2021 | 3.8 | ||
Expected benefit payments during 2021 | $ 1.1 | ||
Defined Benefit Plan, Equity Securities | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Target allocations | 38.50% | ||
Defined Benefit Plan, Debt Security | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Target allocations | 61.50% | ||
Weighted Average | Defined Benefit Plan, Equity Securities | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Actual allocations | 35.00% | ||
Weighted Average | Defined Benefit Plan, Debt Security | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Actual allocations | 65.00% | ||
United States | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company match, maximum percentage of employee's eligible earnings | 3.00% | ||
Employers matching contribution, annual vesting percentage | 25.00% | ||
United Kingdom | Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employers matching contribution, annual vesting percentage | 5.00% | ||
United Kingdom | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employers matching contribution, annual vesting percentage | 8.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liability Measured at Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Investments | $ 265,894 | $ 250,348 |
Derivative instruments | 3,568 | |
Total assets | 269,462 | 250,348 |
Liabilities | ||
Derivative instruments | 123,551 | |
Contingent consideration | 9,489 | |
Recapitalization investment portfolio liability | 204,742 | 191,678 |
Total liabilities | 328,293 | 201,167 |
Level 1 | ||
Assets | ||
Investments | 1,307 | 1,895 |
Derivative instruments | 0 | |
Total assets | 1,307 | 1,895 |
Liabilities | ||
Derivative instruments | 0 | |
Contingent consideration | 0 | |
Recapitalization investment portfolio liability | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Investments | 0 | 0 |
Derivative instruments | 3,568 | |
Total assets | 3,568 | 0 |
Liabilities | ||
Derivative instruments | 123,551 | |
Contingent consideration | 0 | |
Recapitalization investment portfolio liability | 0 | 0 |
Total liabilities | 123,551 | 0 |
Level 3 | ||
Assets | ||
Investments | 264,587 | 248,453 |
Derivative instruments | 0 | |
Total assets | 264,587 | 248,453 |
Liabilities | ||
Derivative instruments | 0 | |
Contingent consideration | 9,489 | |
Recapitalization investment portfolio liability | 204,742 | 191,678 |
Total liabilities | $ 204,742 | $ 201,167 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) - Fair Value, Recurring - Level 3 $ in Thousands | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 253,801 | $ 243,067 |
Discount for lack of marketability | Market evaluation/pricing models | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Range of Rates | 0.125 | 0.100 |
Discount for lack of marketability | Market evaluation/pricing models | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Range of Rates | 0.325 | 0.300 |
Discount for lack of control | Recent acquisition transactions | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Range of Rates | 0.200 | 0.200 |
Discount for lack of control | Recent acquisition transactions | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Range of Rates | 0.350 | 0.350 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Investments - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of January 1, | $ 248,453 | $ 256,124 |
Recognized fair value gains (losses) | 53,256 | (11,288) |
Cash distributions received | (43,974) | (452) |
Capital contributions paid | 6,852 | 4,069 |
Balance as of December 31, | $ 264,587 | $ 248,453 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Recapitalization investment liability, current | $ 12,800 | ||
Full amount of recapitalization investment liability | 204,700 | ||
Contingent consideration liability paid | 4,338 | $ 0 | $ 0 |
Medimix | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration liability paid | $ 9,500 |
Fair Value Measurements - Fai_3
Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Recapitalization Investment Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of January 1, | $ 191,678 | $ 198,524 |
Recapitalization investment portfolio consideration change in value | 33,538 | (6,846) |
Cash distributions paid | 20,474 | 0 |
Balance as of December 31, | $ 204,742 | $ 191,678 |
Fair Value Measurements - Fai_4
Fair Value Measurements - Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying Amount | Level 1 | ||
Assets: | ||
Cash and cash equivalents | $ 767,999 | $ 345,187 |
Carrying Amount | Level 2 | Line of Credit | ||
Liabilities: | ||
Debt instrument | 3,096,429 | |
Carrying Amount | Level 2 | Line of Credit | Term Loan Facility | ||
Liabilities: | ||
Debt instrument | 3,064,006 | 3,096,429 |
Carrying Amount | Level 2 | Senior Notes | 2025 Notes | ||
Liabilities: | ||
Debt instrument | 500,000 | 0 |
Carrying Amount | Level 2 | Senior Notes | 2028 Notes | ||
Liabilities: | ||
Debt instrument | 700,000 | 0 |
Carrying Amount | Level 2 | Senior Notes | OpCo Notes | ||
Liabilities: | ||
Debt instrument | 0 | 1,125,000 |
Carrying Amount | Level 2 | Senior Notes | Initial HoldCo Notes | ||
Liabilities: | ||
Debt instrument | 0 | 550,000 |
Carrying Amount | Level 2 | Senior Notes | Additional HoldCo Notes | ||
Liabilities: | ||
Debt instrument | 0 | 900,000 |
Carrying Amount | Level 2 | Other debt | ||
Liabilities: | ||
Debt instrument | 0 | 5,707 |
Estimated Fair Value | Level 1 | ||
Assets: | ||
Cash and cash equivalents | 767,999 | 345,187 |
Estimated Fair Value | Level 2 | Line of Credit | Term Loan Facility | ||
Liabilities: | ||
Debt instrument | 3,067,652 | 3,111,911 |
Estimated Fair Value | Level 2 | Senior Notes | 2025 Notes | ||
Liabilities: | ||
Debt instrument | 527,645 | 0 |
Estimated Fair Value | Level 2 | Senior Notes | 2028 Notes | ||
Liabilities: | ||
Debt instrument | 754,257 | 0 |
Estimated Fair Value | Level 2 | Senior Notes | OpCo Notes | ||
Liabilities: | ||
Debt instrument | 0 | 1,164,566 |
Estimated Fair Value | Level 2 | Senior Notes | Initial HoldCo Notes | ||
Liabilities: | ||
Debt instrument | 0 | 559,873 |
Estimated Fair Value | Level 2 | Senior Notes | Additional HoldCo Notes | ||
Liabilities: | ||
Debt instrument | 0 | 915,120 |
Estimated Fair Value | Level 2 | Other debt | ||
Liabilities: | ||
Debt instrument | $ 0 | $ 5,707 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
OCI or (OCL) before reclassifications | $ (5,118) | $ 23,021 | $ (75,818) |
Amounts reclassified from AOCI or (AOCL ) | 19,177 | (9,034) | (3,618) |
Other | 922 | ||
Other comprehensive income (loss) | 14,059 | 13,987 | (78,514) |
Foreign Currency Translation | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | (306,452) | (331,276) | (240,099) |
OCI or (OCL) before reclassifications | 105,026 | 24,824 | (91,177) |
Amounts reclassified from AOCI or (AOCL ) | 0 | 0 | 0 |
Other | 0 | ||
Other comprehensive income (loss) | 105,026 | 24,824 | (91,177) |
Ending balances | (201,426) | (306,452) | (331,276) |
Derivative Instruments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | 8,566 | 18,089 | 6,930 |
OCI or (OCL) before reclassifications | (107,138) | 0 | 14,498 |
Amounts reclassified from AOCI or (AOCL ) | 18,650 | (9,523) | (4,261) |
Other | 922 | ||
Other comprehensive income (loss) | (88,488) | (9,523) | 11,159 |
Ending balances | (79,922) | 8,566 | 18,089 |
Defined Benefit Plan | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | (1,018) | 296 | (1,208) |
OCI or (OCL) before reclassifications | (3,006) | (1,803) | 861 |
Amounts reclassified from AOCI or (AOCL ) | 527 | 489 | 643 |
Other | 0 | ||
Other comprehensive income (loss) | (2,479) | (1,314) | 1,504 |
Ending balances | (3,497) | (1,018) | 296 |
Accumulated Other Comprehensive Loss | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | (298,904) | (312,891) | (234,377) |
Ending balances | $ (284,845) | $ (298,904) | $ (312,891) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Other (expense) income, net | $ (62,740) | $ (27,143) | $ 21,701 |
Income before benefit from income taxes | 187,548 | 59,275 | 146,630 |
Provision for income taxes | (18,805) | (2,957) | (39,579) |
Net income | 160,556 | 52,755 | 106,865 |
Derivative Instruments | Reclassification out of AOCI | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Income before benefit from income taxes | (24,777) | 12,327 | 5,618 |
Provision for income taxes | 6,127 | (2,804) | (1,357) |
Net income | (18,650) | 9,523 | 4,261 |
Derivative Instruments | Reclassification out of AOCI | Interest rate swaps | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense, net | (10,675) | 12,327 | 5,618 |
Other (expense) income, net | (14,102) | 0 | 0 |
Defined Benefit Plan | Reclassification out of AOCI | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Other (expense) income, net | (655) | (605) | (784) |
Provision for income taxes | 128 | 116 | 141 |
Net income | $ (527) | $ (489) | $ (643) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Distribution made to SNBL | $ 3,829,000 | $ 0 | $ 0 |
PPD-SNBL | |||
Related Party Transaction [Line Items] | |||
Distribution made to SNBL | 3,800,000 | ||
Majority Sponsor Affiliates | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Expenses with related parties | 400,000 | 3,800,000 | 3,600,000 |
loans payable, related parties | 12,600,000 | 78,000,000 | |
Due to affiliates | 11,800,000 | ||
SNBL | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Expenses with related parties | 1,300,000 | 1,500,000 | $ 1,300,000 |
Due to affiliates | $ 0 | 300,000 | |
Collaboration agreement minimum requirement for ownership percentage | 20.00% | ||
SNBL | Affiliated Entity | PPD-SNBL | |||
Related Party Transaction [Line Items] | |||
loans payable, related parties | 5,700,000 | ||
Recapitalization Investment Liability Repayment | Majority Sponsor Affiliates | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Repayments of related party debt | $ 18,900,000 | $ 0 |
Related Party Transactions - Am
Related Party Transactions - Amounts Paid to Relevant Affiliates (Details) - Majority Sponsor Affiliates - Affiliated Entity - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest paid | ||
Related Party Transaction [Line Items] | ||
Repayments of related party debt | $ 1,624 | $ 3,900 |
Principal paid | ||
Related Party Transaction [Line Items] | ||
Repayments of related party debt | $ 441 | $ 800 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net income | $ 160,556 | $ 52,755 | $ 106,865 |
Net income attributable to noncontrolling interest | (6,865) | (4,934) | (2,679) |
Recapitalization investment portfolio consideration | (33,538) | 6,846 | (7,849) |
Net income attributable to common stockholders of PPD, Inc. | $ 120,153 | $ 54,667 | $ 96,337 |
Denominator: | |||
Basic weighted-average common shares outstanding (in shares) | 341,178 | 279,285 | 279,238 |
Effect of dilutive stock options and restricted stock (in shares) | 5,506 | 1,408 | 79 |
Diluted weighted-average common shares outstanding (in shares) | 346,684 | 280,693 | 279,317 |
Earnings/(loss) per share: | |||
Basic (in usd per share) | $ 0.35 | $ 0.20 | $ 0.34 |
Diluted (in usd per share) | $ 0.35 | $ 0.19 | $ 0.34 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - Option and Restricted Stock - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive stock options and restricted stock (in shares) | 436 | 434 | 106 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive stock options and restricted stock (in shares) | 436 | 434 | 106 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) shares in Millions | Dec. 31, 2020shares |
Performance-based Options, PSUs, and Liquidity/realization Event-based Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive stock options and restricted stock (in shares) | 4.5 |
Segments - Additional Informati
Segments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Schedule of Segment
Segments - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 4,681,474 | $ 4,031,017 | $ 3,748,971 |
Direct costs | 1,682,046 | 1,484,258 | 1,333,812 |
Reimbursed costs | 1,200,754 | 924,634 | 940,913 |
SG&A expenses | 1,010,127 | 938,806 | 813,035 |
Depreciation and amortization | 279,116 | 264,830 | 258,974 |
Long-lived and goodwill asset impairments | 1,414 | 1,284 | 29,626 |
Income from operations | 508,017 | 417,205 | 372,611 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 4,681,474 | 4,031,017 | 3,748,971 |
Direct costs | 1,658,643 | 1,470,024 | 1,323,029 |
Reimbursed costs | 1,200,754 | 924,634 | 940,913 |
SG&A expenses | 670,995 | 610,798 | 543,547 |
Income from operations | 1,151,082 | 1,025,561 | 941,482 |
Operating Segments | Clinical Development Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 3,804,873 | 3,354,163 | 3,182,870 |
Direct costs | 1,265,314 | 1,162,678 | 1,064,557 |
Reimbursed costs | 1,085,977 | 845,580 | 876,617 |
SG&A expenses | 578,898 | 529,425 | 475,242 |
Income from operations | 874,684 | 816,480 | 766,454 |
Operating Segments | Laboratory Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 876,601 | 676,854 | 566,101 |
Direct costs | 393,329 | 307,346 | 258,472 |
Reimbursed costs | 114,777 | 79,054 | 64,296 |
SG&A expenses | 92,097 | 81,373 | 68,305 |
Income from operations | 276,398 | 209,081 | 175,028 |
Not Allocated to Segments | |||
Segment Reporting Information [Line Items] | |||
Direct costs | 23,403 | 14,234 | 10,783 |
SG&A expenses | 339,132 | 328,008 | 269,488 |
Depreciation and amortization | 279,116 | 264,830 | 258,974 |
Long-lived and goodwill asset impairments | $ 1,414 | $ 1,284 | $ 29,626 |
Entity-wide Information by Ge_3
Entity-wide Information by Geographic Location - Summary of Revenue and Property and Equipment, Net by Geographical Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | |||
Revenue | $ 4,681,474 | $ 4,031,017 | $ 3,748,971 |
Property and equipment, net | 496,474 | 458,845 | |
North America | |||
Revenue: | |||
Revenue | 2,645,683 | 2,155,609 | 1,981,814 |
Property and equipment, net | 396,180 | 372,163 | |
United States | |||
Revenue: | |||
Revenue | 2,633,139 | 2,132,275 | 1,960,637 |
Property and equipment, net | 396,173 | 372,033 | |
Latin America | |||
Revenue: | |||
Revenue | 178,877 | 147,375 | 129,644 |
Property and equipment, net | 2,933 | 4,294 | |
Europe, Middle East and Africa | |||
Revenue: | |||
Revenue | 1,348,056 | 1,310,573 | 1,280,861 |
Property and equipment, net | 53,784 | 51,780 | |
United Kingdom | |||
Revenue: | |||
Revenue | 583,036 | 659,350 | 655,314 |
Asia-Pacific | |||
Revenue: | |||
Revenue | 508,858 | 417,460 | $ 356,652 |
Property and equipment, net | $ 43,577 | $ 30,608 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - New Credit Agreement - Line of Credit $ in Millions | Jan. 13, 2021USD ($) |
Term Loan Facility | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 3,050 |
Percentage of face value at issuance | 99.50% |
Discount percentage | 0.50% |
Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 600 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of the Registrant - Statements of Income and Comprehensive Income - PPD, Inc (Parent Company Only) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Income Statements, Captions [Line Items] | |||
Income before benefit from income taxes | $ 187,548 | $ 59,275 | $ 146,630 |
Provision for income taxes | 18,805 | 2,957 | 39,579 |
Net income | 160,556 | 52,755 | 106,865 |
Comprehensive income | 174,615 | 66,742 | 28,351 |
Parent Company | |||
Condensed Income Statements, Captions [Line Items] | |||
Equity in income of subsidiaries | 160,002 | 53,159 | 105,308 |
General and administrative expenses | 8,512 | 6,452 | 1,345 |
Income before benefit from income taxes | 151,490 | 46,707 | 103,963 |
Provision for income taxes | (2,201) | (1,114) | (223) |
Net income | 153,691 | 47,821 | 104,186 |
Equity in other comprehensive income (loss) of subsidiaries | 12,202 | 13,777 | (78,994) |
Comprehensive income | $ 165,893 | $ 61,598 | $ 25,192 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of the Registrant - Balance Sheets - PPD, Inc (Parent Company Only) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 767,999 | $ 345,187 | ||
Total assets | 6,293,843 | 5,556,246 | ||
Recapitalization investment portfolio liability | 191,923 | 191,678 | ||
Total liabilities | 7,005,434 | 8,224,358 | ||
Common stock | 3,509 | 2,801 | ||
Total stockholders’ deficit | (746,520) | (2,698,148) | $ (1,522,421) | $ (1,491,680) |
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | 6,293,843 | 5,556,246 | ||
Parent Company | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 77,665 | 2,458 | ||
Other assets | 3,056 | 3,699 | ||
Total assets | 80,721 | 6,157 | ||
Other liabilities | 206,483 | 205,819 | ||
Recapitalization investment portfolio liability | 191,923 | 191,678 | ||
Investments in subsidiaries | 428,835 | 2,306,808 | ||
Total liabilities | 827,241 | 2,704,305 | ||
Common stock | 3,509 | 2,801 | ||
Other stockholders' deficit | (750,029) | (2,700,949) | ||
Total stockholders’ deficit | (746,520) | (2,698,148) | ||
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | $ 80,721 | $ 6,157 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of the Registrant - Balance Sheets - Additional Information - PPD, Inc (Parent Company Only) (Details) - $ / shares | Dec. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock, par or stated value per share (in usd per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,080,000,000 | 2,080,000,000 |
Common stock, shares, issued (in shares) | 350,858,000 | 280,127,000 | ||
Common stock, shares, outstanding (in shares) | 350,132,000 | 279,426,000 | ||
Parent Company | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock, par or stated value per share (in usd per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,080,000,000 | ||
Common stock, shares, issued (in shares) | 350,858,000 | 280,127,000 | ||
Common stock, shares, outstanding (in shares) | 350,132,000 | 279,426,000 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of the Registrant - Statements of Cash Flows - PPD, Inc. (Parent Company Only) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash used in operating activities | $ 251,334 | $ 432,946 | $ 423,406 |
Net cash used in investing activities | (145,888) | (233,228) | (90,525) |
Net proceeds from initial public offering | 1,772,960 | 0 | 0 |
Purchase of treasury stock | (626) | (4,012) | (8,630) |
Proceeds from exercise of stock options | 24,264 | 4,524 | 923 |
Recapitalization tax benefit distribution | 0 | 0 | (108,320) |
Recapitalization investment portfolio distribution | (20,474) | 0 | (16,008) |
Proceeds from employee stock purchases | 0 | 0 | 480 |
Return of capital and special dividend to stockholders | 0 | (1,246,000) | 0 |
Net cash provided by (used in) financing activities | 280,717 | (422,039) | (166,942) |
Net increase (decrease) in cash and cash equivalents | 422,812 | (207,879) | 134,106 |
Cash and cash equivalents, beginning of the period | 345,187 | 553,066 | 418,960 |
Cash and cash equivalents, end of the period | 767,999 | 345,187 | 553,066 |
Parent Company | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash used in operating activities | (19,154) | (15,492) | (2,105) |
Return of capital from subsidiaries | 0 | 1,260,681 | 123,000 |
Investments in and advances to subsidiaries | (1,683,278) | 0 | 0 |
Net cash used in investing activities | (1,683,278) | 1,260,681 | 123,000 |
Net proceeds from initial public offering | 1,772,960 | 0 | 0 |
Purchase of treasury stock | (626) | (4,012) | (8,630) |
Proceeds from exercise of stock options | 24,264 | 4,524 | 923 |
Recapitalization tax benefit distribution | 0 | 0 | (99,745) |
Recapitalization investment portfolio distribution | (18,959) | 0 | (14,741) |
Proceeds from employee stock purchases | 0 | 0 | 480 |
Return of capital and special dividend to stockholders | 0 | (1,246,000) | 0 |
Net cash provided by (used in) financing activities | 1,777,639 | (1,245,488) | (121,713) |
Net increase (decrease) in cash and cash equivalents | 75,207 | (299) | (818) |
Cash and cash equivalents, beginning of the period | 2,458 | 2,757 | 3,575 |
Cash and cash equivalents, end of the period | $ 77,665 | $ 2,458 | $ 2,757 |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information of the Registrant - Additional Information (Details) - USD ($) $ in Millions | Feb. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Financial Statements, Captions [Line Items] | |||
Public offerings related expenses | $ 90 | ||
Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Public offerings related expenses | $ 1.5 | ||
Payments related to recapitalization investment portfolio liability | $ 2.6 | ||
Cash settlement related to stock option modification | $ 19.7 |
Schedule I - Condensed Financ_7
Schedule I - Condensed Financial Information of the Registrant - Dividends Paid (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | May 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Dividends paid | $ 174,400,000 | $ 1,086,281,000 | $ 0 | $ 1,260,681,000 |
Schedule I - Condensed Financ_8
Schedule I - Condensed Financial Information of the Registrant - Subsequent Event (Details) - Subsequent Event - New Credit Agreement - Line of Credit $ in Millions | Jan. 13, 2021USD ($) |
Term Loan Facility | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 3,050 |
Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 600 |
Uncategorized Items - ppdi-2020
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201409Member |