Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SYNEOS HEALTH, INC. | |
Entity Central Index Key | 0001610950 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 103,483,148 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-36730 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3403111 | |
Entity Address, Address Line One | 1030 Sync Street | |
Entity Address, City or Town | Morrisville | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27560-5468 | |
City Area Code | 919 | |
Local Phone Number | 876-9300 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | SYNH | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,282,611 | $ 1,013,399 | $ 2,491,356 | $ 2,176,754 |
Costs and operating expenses: | ||||
Direct costs (exclusive of depreciation and amortization) | 992,581 | 805,892 | 1,937,831 | 1,729,906 |
Selling, general, and administrative expenses | 144,669 | 108,344 | 281,983 | 233,891 |
Restructuring and other costs | 3,966 | 8,171 | 11,194 | 16,891 |
Depreciation | 18,158 | 17,304 | 36,605 | 34,529 |
Amortization | 39,553 | 38,717 | 79,044 | 77,599 |
Total operating expenses | 1,198,927 | 978,428 | 2,346,657 | 2,092,816 |
Income from operations | 83,684 | 34,971 | 144,699 | 83,938 |
Total other expense, net: | ||||
Interest income | (122) | (71) | (458) | |
Interest expense | 22,619 | 21,684 | 45,947 | 48,142 |
Loss on extinguishment of debt | 2,199 | 2,802 | ||
Other expense (income), net | 7,827 | 5,761 | (2,029) | (13,169) |
Total other expense, net | 32,645 | 27,323 | 46,649 | 34,515 |
Income before provision for income taxes | 51,039 | 7,648 | 98,050 | 49,423 |
Income tax expense | 9,134 | 3,737 | 17,421 | 11,938 |
Net income | $ 41,905 | $ 3,911 | $ 80,629 | $ 37,485 |
Earnings per share: | ||||
Basic (USD per share) | $ 0.40 | $ 0.04 | $ 0.77 | $ 0.36 |
Diluted (USD per share) | $ 0.40 | $ 0.04 | $ 0.77 | $ 0.36 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 103,937 | 104,198 | 104,105 | 104,232 |
Diluted (in shares) | 105,019 | 105,219 | 105,238 | 105,430 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 41,905 | $ 3,911 | $ 80,629 | $ 37,485 |
Unrealized gain (loss) on derivative instruments, net of income tax expense (benefit) of $1,596, $52, $3,609, and $(6,587), respectively | 4,708 | (1,131) | 10,645 | (11,861) |
Foreign currency translation adjustments, net of income tax expense (benefit) of $550, $0, $(158), and $0, respectively | 8,825 | 2,870 | 4,515 | (45,918) |
Comprehensive income (loss) | $ 55,438 | $ 5,650 | $ 95,789 | $ (20,294) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Income tax benefit related to unrealized gain (loss) on derivative instruments recorded in other comprehensive loss | $ 1,596 | $ 52 | $ 3,609 | $ (6,587) |
Other comprehensive income (loss), foreign currency translation adjustment, tax | $ 550 | $ 0 | $ (158) | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 261,135 | $ 272,173 |
Accounts receivable and unbilled services, net | 1,369,921 | 1,344,781 |
Prepaid expenses and other current assets | 117,240 | 121,058 |
Total current assets | 1,748,296 | 1,738,012 |
Property and equipment, net | 203,988 | 216,200 |
Operating lease right-of-use assets | 222,034 | 223,285 |
Goodwill | 4,789,784 | 4,776,178 |
Intangible assets, net | 831,072 | 933,525 |
Deferred income tax assets | 37,614 | 35,059 |
Other long-term assets | 186,886 | 141,047 |
Total assets | 8,019,674 | 8,063,306 |
Current liabilities: | ||
Accounts payable | 107,772 | 113,684 |
Accrued expenses | 625,623 | 611,042 |
Deferred revenue | 802,256 | 793,068 |
Current portion of operating lease obligations | 43,636 | 42,082 |
Current portion of finance lease obligations | 17,061 | 17,455 |
Total current liabilities | 1,596,348 | 1,577,331 |
Long-term debt | 2,863,620 | 2,902,054 |
Operating lease long-term obligations | 217,341 | 221,760 |
Finance lease long-term obligations | 25,881 | 31,522 |
Deferred income tax liabilities | 13,739 | 20,216 |
Other long-term liabilities | 64,131 | 68,311 |
Total liabilities | 4,781,060 | 4,821,194 |
Commitments and contingencies (Note 16) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; 30,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 0 | |
Common stock, $0.01 par value; 600,000 shares authorized, 103,473 and 103,935 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 1,035 | 1,039 |
Additional paid-in capital | 3,430,375 | 3,461,747 |
Accumulated other comprehensive loss, net of taxes | (25,641) | (40,801) |
Accumulated deficit | (167,155) | (179,873) |
Total shareholders’ equity | 3,238,614 | 3,242,112 |
Total liabilities and shareholders’ equity | $ 8,019,674 | $ 8,063,306 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock shares authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock shares issued (in shares) | 103,473,000 | 103,935,000 |
Common stock shares outstanding (in shares) | 103,473,000 | 103,935,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 80,629 | $ 37,485 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 115,649 | 112,128 |
Share-based compensation | 33,792 | 32,173 |
(Recovery from) provision for doubtful accounts | (473) | 379 |
(Benefit from) provision for deferred income taxes | (13,024) | 8,750 |
Foreign currency transaction gains | (3,563) | (12,541) |
Fair value adjustment of contingent obligations | (597) | (3,943) |
Loss on extinguishment of debt | 2,802 | |
Other non-cash items | 5,007 | 1,501 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, unbilled services, and deferred revenue | (8,269) | 52,670 |
Accounts payable and accrued expenses | 30,117 | (64,757) |
Other assets and liabilities | (26,275) | (8,680) |
Net cash provided by operating activities | 215,795 | 155,165 |
Cash flows from investing activities: | ||
Payments related to acquisitions of businesses, net of cash acquired | (14,635) | |
Proceeds from notes receivable from divestiture | 5,000 | |
Purchases of property and equipment | (22,337) | (30,078) |
Proceeds from (investments in) unconsolidated affiliates | 692 | (7,202) |
Net cash used in investing activities | (31,280) | (37,280) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt, net of discount | 494,505 | |
Payments of debt financing costs | (544) | |
Repayments of long-term debt | (602,277) | (19,375) |
Proceeds from accounts receivable financing agreement | 65,000 | 6,600 |
Repayments of accounts receivable financing agreement | (6,600) | |
Proceeds from revolving line of credit | 300,000 | |
Repayments of revolving line of credit | (150,000) | |
Payments of contingent consideration related to acquisitions | (6,196) | (26,634) |
Payments of finance leases | (8,380) | (8,904) |
Payments for repurchases of common stock | (117,521) | (32,029) |
Proceeds from exercises of stock options | 14,482 | 12,784 |
Payments related to tax withholdings for share-based compensation | (29,892) | (19,604) |
Net cash (used in) provided by financing activities | (190,823) | 56,238 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (4,730) | 5,218 |
Net change in cash, cash equivalents, and restricted cash | (11,038) | 179,341 |
Cash, cash equivalents, and restricted cash - beginning of period | 272,173 | 163,689 |
Cash, cash equivalents, and restricted cash - end of period | $ 261,135 | $ 343,030 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjusted beginning balance | $ 3,026,883 | $ (344,034) | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 3,029,654 | $ (2,771) | $ 1,039 | $ 3,441,471 | $ (71,593) | (341,263) | $ (2,771) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||
Repurchases of common stock | (6) | (19,734) | (12,289) | ||||
Issuances of common stock | 9 | (7,058) | |||||
Share-based compensation | 32,173 | ||||||
Unrealized gain (loss) on derivative instruments, net of taxes | (11,861) | ||||||
Foreign currency translation adjustment, net of taxes | $ (45,918) | (45,918) | |||||
Net income | 37,485 | 37,485 | |||||
Balance at end of period at Jun. 30, 2020 | 2,999,684 | 1,042 | 3,446,852 | (129,372) | (318,838) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjusted beginning balance | 2,977,922 | (322,749) | |||||
Balance at beginning of period at Mar. 31, 2020 | $ 2,977,922 | 1,042 | 3,430,740 | (131,111) | (322,749) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||
Issuances of common stock | (63) | ||||||
Share-based compensation | 16,175 | ||||||
Unrealized gain (loss) on derivative instruments, net of taxes | (1,131) | ||||||
Foreign currency translation adjustment, net of taxes | $ 2,870 | 2,870 | |||||
Net income | 3,911 | 3,911 | |||||
Balance at end of period at Jun. 30, 2020 | 2,999,684 | 1,042 | 3,446,852 | (129,372) | (318,838) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjusted beginning balance | 3,242,112 | (179,873) | |||||
Balance at beginning of period at Dec. 31, 2020 | $ 3,242,112 | 1,039 | 3,461,747 | (40,801) | (179,873) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||
Repurchases of common stock | (15) | (49,595) | (67,911) | ||||
Issuances of common stock | 11 | (15,569) | |||||
Share-based compensation | 33,792 | ||||||
Unrealized gain (loss) on derivative instruments, net of taxes | 10,645 | ||||||
Foreign currency translation adjustment, net of taxes | $ 4,515 | 4,515 | |||||
Net income | 80,629 | 80,629 | |||||
Balance at end of period at Jun. 30, 2021 | 3,238,614 | 1,035 | 3,430,375 | (25,641) | (167,155) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjusted beginning balance | 3,236,877 | (165,831) | |||||
Balance at beginning of period at Mar. 31, 2021 | $ 3,236,877 | 1,042 | 3,440,840 | (39,174) | (165,831) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||
Repurchases of common stock | (9) | (29,778) | (43,229) | ||||
Issuances of common stock | 2 | 2,874 | |||||
Share-based compensation | 16,439 | ||||||
Unrealized gain (loss) on derivative instruments, net of taxes | 4,708 | ||||||
Foreign currency translation adjustment, net of taxes | $ 8,825 | 8,825 | |||||
Net income | 41,905 | 41,905 | |||||
Balance at end of period at Jun. 30, 2021 | $ 3,238,614 | $ 1,035 | $ 3,430,375 | $ (25,641) | $ (167,155) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Nature of Operations Syneos Health, Inc. (the “Company”) is a global provider of end-to-end biopharmaceutical outsourcing solutions. The Company operates under two reportable segments, Clinical Solutions and Commercial Solutions, and derives its revenue through a suite of services designed to enhance its customers’ ability to successfully develop, launch, and market their products. The Company offers its solutions on both a standalone and integrated basis with biopharmaceutical development and commercialization services ranging from Phase I to IV clinical trial services to services associated with the commercialization of biopharmaceutical products. The Company’s customers include small, mid-sized, and large companies in the pharmaceutical, biotechnology, and medical device industries. Unaudited Interim Financial Information The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any other future period. The unaudited condensed consolidated balance sheet at December 31, 2020 is derived from the amounts in the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Reclassification Certain previously reported amounts have been reclassified to conform to the current year presentation. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus that causes the disease known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, social distancing practices as well as restrictions that prohibit many employees from going to work in person. As a result, the Company experienced significant impacts to its business and results of operations from COVID-19 during 2020 and to a lesser extent for the six months ended June 30, 2021. While impact the Company’s future financial condition, results of operations, and cash flows. |
Financial Statement Details
Financial Statement Details | 6 Months Ended |
Jun. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Financial Statement Details | 2. Financial Statement Details Cash, Cash Equivalents, and Restricted Cash Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in cash, cash equivalents, and restricted cash in the unaudited condensed consolidated balance sheets. The Company’s net cash pool position consisted of the following (in thousands): June 30, 2021 December 31, 2020 Gross cash position $ 232,537 $ 220,261 Less: cash borrowings (205,632 ) (204,647 ) Net cash position $ 26,905 $ 15,614 Accounts Receivable and Unbilled Services, net Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accounts receivable billed $ 768,681 $ 774,605 Accounts receivable unbilled 234,402 211,285 Contract assets 374,157 366,506 Less: Allowance for doubtful accounts (7,319 ) (7,615 ) Accounts receivable and unbilled services, net $ 1,369,921 $ 1,344,781 Accounts Receivable Factoring Arrangement The Company has an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, without recourse, to an unrelated third-party financial institution for cash. For the six months ended June 30, 2021 and 2020, the Company factored $68.7 million and $77.6 million, respectively, of trade accounts receivable on a non-recourse basis and received $68.6 million and $77.3 million, respectively, in cash proceeds from the sale. The fees associated with these transactions were insignificant. Goodwill The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2021 were as follows (in thousands): Clinical Solutions (a) Commercial Solutions (b) Total Balance as of December 31, 2020 $ 3,216,335 $ 1,559,843 $ 4,776,178 Acquisitions (c) 8,105 — 8,105 Impact of foreign currency translation and other (d) 52,425 (46,924 ) 5,501 Balance as of June 30, 2021 $ 3,276,865 $ 1,512,919 $ 4,789,784 (a) Accumulated impairment losses of $8.1 million associated with the Clinical Solutions segment were recorded prior to 2016 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. No impairment of goodwill was recorded for the six months ended June 30, 2021. (b) Accumulated impairment losses of $8.0 million associated with the Commercial Solutions segment were recorded prior to 2015 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the six months ended June 30, 2021. (c) Amount represents goodwill recognized in connection with an insignificant acquisition during the second quarter of 2021 and measurement period adjustments to goodwill recognized in connection with the 2020 acquisitions of SHCR Holdings Corporation (“Synteract”) and Illingworth Research Group™ (“Illingworth Research”) within the Clinical Solutions segment. (d) Includes $44.2 million reallocation of goodwill from the Commercial Solutions segment to the Clinical Solutions segment to reflect the transfer of the Kinapse Regulatory and Operations Consulting service lines to align with management reporting in 2021. Accumulated Other Comprehensive Loss, Net of Taxes Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning balance $ (39,174 ) $ (131,111 ) $ (40,801 ) $ (71,593 ) Foreign currency translation: Beginning balance (26,350 ) (105,545 ) (22,040 ) (56,757 ) Other comprehensive income (loss) before reclassifications 8,825 2,870 4,515 (45,918 ) Ending balance (17,525 ) (102,675 ) (17,525 ) (102,675 ) Derivative instruments: Beginning balance (12,824 ) (25,566 ) (18,761 ) (14,836 ) Other comprehensive (loss) income before reclassifications (488 ) (5,461 ) 284 (17,971 ) Reclassification adjustments 5,196 4,330 10,361 6,110 Ending balance (8,116 ) (26,697 ) (8,116 ) (26,697 ) Accumulated other comprehensive loss, net of taxes $ (25,641 ) $ (129,372 ) $ (25,641 ) $ (129,372 ) Changes in accumulated other comprehensive loss consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Foreign currency translation adjustments: Foreign currency translation adjustment, before taxes $ 9,375 $ 2,870 $ 4,357 $ (45,918 ) Income tax expense (benefit) 550 — (158 ) — Foreign currency translation adjustments, net of taxes 8,825 2,870 4,515 (45,918 ) Unrealized gain (loss) on derivative instruments: Unrealized (loss) gain during period, before taxes (654 ) (6,876 ) 380 (26,659 ) Income tax (benefit) expense (166 ) (1,415 ) 96 (8,688 ) Unrealized (loss) gain during period, net of taxes (488 ) (5,461 ) 284 (17,971 ) Reclassification adjustment, before taxes 6,958 5,797 13,874 8,211 Income tax expense 1,762 1,467 3,513 2,101 Reclassification adjustment, net of taxes 5,196 4,330 10,361 6,110 Total unrealized gain (loss) on derivative instruments, net of taxes 4,708 (1,131 ) 10,645 (11,861 ) Total other comprehensive income (loss), net of taxes $ 13,533 $ 1,739 $ 15,160 $ (57,779 ) Other Expense (Income), Net Other expense (income), net consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net realized foreign currency loss (gain) $ 570 $ 3,045 $ 1,762 $ (2,051 ) Net unrealized foreign currency loss (gain) 5,959 2,478 (3,563 ) (12,541 ) Other, net 1,298 238 (228 ) 1,423 Total other expense (income), net $ 7,827 $ 5,761 $ (2,029 ) $ (13,169 ) |
Acquisitions, Divestitures, and
Acquisitions, Divestitures, and Investments | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions, Divestitures, and Investments | 3. Acquisitions, Divestitures, and Investments Synteract Acquisition On December 9, 2020, the Company completed the acquisition of Synteract, effected through the purchase of 100% of the outstanding shares of Synteract for approximately $385.5 million in cash (net of approximately $28.0 million of cash acquired), which included payment of $1.0 million during the first quarter of 2021. Synteract is a contract research organization focused on the emerging biopharmaceutical industry, strengthening the Company’s position in the small to mid-sized category. The Company recognized $358.0 million of goodwill and $56.4 million of intangible assets, including acquired backlog and trade name, as a result of the acquisition. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax purposes. The operating results from the acquisition of Synteract have been included in the Company’s Clinical Solutions segment from the date of acquisition. Illingworth Research Group Acquisition On December 17, 2020, the Company completed the acquisition of Illingworth Research, a leading provider of clinical research home health services, adding new scale and capabilities to the Company’s clinical trial solutions. The total purchase consideration was $80.9 million (net of cash acquired of $1.1 million), which included payments of $9.0 million during the first quarter of 2021. The Company recognized $64.0 million of goodwill and $21.5 million of intangible assets, principally customer relationships, as a result of the acquisition. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. Goodwill is attributable to the acquired workforce as well as future synergies and is not deductible for income tax purposes. The operating results from the acquisition of Illingworth Research have been included in the Company’s Clinical Solutions segment from the date of acquisition. The Company’s assessment of fair value and the purchase price allocation related to these 2020 acquisitions is preliminary and further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the respective acquisition dates). Pro forma information for these acquisitions is not presented as the operations of the acquired businesses, individually and in the aggregate, are not significant to the overall operations of the Company. Divestitures During the second quarter of 2020, the Company sold its contingent staffing business to a related party in exchange for potential future cash consideration not to exceed $4.0 million. Based on the financial results of the business through May 31, 2021, the Company recognized $1.8 million of contingent consideration in other expense (income), net in the accompanying condensed consolidated statements of income for the three months ended June 30, 2021. The cash had not been received as of June 30, 2021, and therefore was recorded as a receivable in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet . Refer to “Note 15 – Related-Party Transactions” for further information. During the fourth quarter of 2020, the Company sold its medication adherence business for consideration of $23.0 million, including cash consideration of $18.0 million, net of cash transferred, and convertible notes of $5.0 million. The Company received $5.0 million of cash proceeds from the notes receivable during the three months ended June 30, 2021. The Company is entitled to future cash consideration that is contingent on the financial performance of the sold business through 2021. The Company will recognize the contingent consideration in the consolidated statements of income in the period the contingency is resolved. Investments During the three months ended June 30, 2020, the Company made a non-cash investment of $27.3 million to acquire certain intellectual property rights from a customer in lieu of cash payment for services rendered. During the three months ended June 30, 2021, the Company exchanged the intellectual property for an equity method investment in an unconsolidated variable interest entity. The Company will also provide the entity $3.9 million in cash, in the form of a loan, during the third quarter of 2021. Based on the hypothetical liquidation book value of its investment as of June 30, 2021, the Company recorded a $2.8 million loss to other expense (income), net in the accompanying condensed statements of income for the three months ended June 30, 2021. As of June 30, 2021, the book value of the Company’s investment was $24.5 million and was included in other long-term assets in the accompanying condensed consolidated balance sheet, with a maximum exposure to loss of approximately $28.4 million, which includes anticipated funding of the loan. |
Long-Term Debt Obligations
Long-Term Debt Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Obligations | 4. Long-Term Debt Obligations The Company’s debt obligations consisted of the following (in thousands): June 30, 2021 December 31, 2020 Secured Debt Term Loan A - tranche one due March 2024 $ 173,852 $ 183,715 Term Loan A - tranche two due August 2024 1,737,141 1,273,991 Term Loan B due August 2024 — 560,564 Accounts receivable financing agreement due October 2022 365,000 300,000 Total secured debt 2,275,993 2,318,270 Unsecured Debt Senior Unsecured Notes due January 2029 (the “Notes”) 600,000 600,000 Total debt obligations 2,875,993 2,918,270 Less: Term loan original issuance discount (3,091 ) (3,500 ) Less: Unamortized deferred issuance costs (9,282 ) (12,716 ) Total debt obligations, non-current portion $ 2,863,620 $ 2,902,054 Credit Agreement The Company is party to a credit agreement (as amended, the “Credit Agreement”) that included a $1.55 billion Term Loan A facility (“Term Loan A”) that has two tranches, tranche one that matures on March 26, 2024 and tranche two that matures on August 1, 2024 In February 2021, as a result of the Company’s First Lien Leverage Ratio (as defined in the Credit Agreement) being less than or equal to 2.5x, the Adjusted Eurocurrency Rate Spread (as defined in the Credit Agreement) on Term Loan A and the Revolver decreased from 1.50% to 1.25%. On June 30, 2021 (the “Closing Date”), the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment modified the Credit Agreement to increase Term Loan A in an aggregate principal amount of $495.0 million (“Incremental Term Loan A”). Incremental Term Loan A was funded on the Closing Date, and the proceeds were used, along with cash on hand, to repay the outstanding Term Loan B in full under the Credit Agreement and to pay fees and expenses in connection with the Fifth Amendment and the incurrence of Incremental Term Loan A. Incremental Term Loan A has the same terms as Term Loan A under the Credit Agreement, and is subject to the same covenants. The Company recorded an additional discount of $0.5 million against the Term Loan A borrowings in connection with the Fifth Amendment, which is being amortized as a component of interest expense using the effective interest method over the term of Term Loan A. During the six months ended June 30, 2021, the Company made $41.8 million and $560.5 million of voluntary prepayments against Term Loan A and Term Loan B, respectively, which were applied to future principal payments. As a result of these and previous voluntary prepayments, the Company is not required to make a mandatory payment against the principal balance of Term Loan A until October 2022 and Term Loan B has been paid in full. In connection with these prepayments, the Company recorded a $2.2 million and $2.8 million loss on extinguishment of debt during the three and six months ended June 30, 2021, respectively. Revolver and Letters of Credit The Revolver includes letters of credit (“LOCs”) with a sublimit of $150.0 million. As of June 30, 2021, there were no outstanding Revolver borrowings and $16.7 million of LOCs outstanding, leaving $583.3 million of available borrowings under the Revolver, including $133.3 million available for LOCs. The lease for the Company’s corporate headquarters in Morrisville, North Carolina includes a provision that ma y require the Company to issue a LOC in certain amounts to the landlord based on the debt rating of the Company issued by Moody’s Investors Service (or other nationally-recognized debt rating agency , such as S&P Global Ratings ). As of June 30, 2021 , the Company’s debt rating was su ch that no LOC is currently r equired. Any LO C issued in accordance with the aforementioned requirements could be issued under the Compan y’s Revolver, and, if issued under the Revolver, would reduce its available borrowing capacity by the same amount accordingly. Accounts Receivable Financing Agreement The Company has an accounts receivable financing agreement (as amended) with a termination date of October 3, 2022, unless terminated earlier pursuant to its terms. Accordingly, there was no incremental impact on the Company’s total debt. U As of June 30, 2021, the Company had $365.0 million of outstanding borrowings under this agreement, which are recorded in long-term debt on the accompanying unaudited condensed consolidated balance sheet. There was no remaining borrowing capacity available under this agreement as of June 30, 2021. Maturities of Debt Obligations As of June 30, 2021, the contractual maturities of the Company’s debt obligations (excluding finance leases) were as follows (in thousands): Principal Remainder of 2021 $ — 2022 385,856 2023 125,875 2024 1,764,262 2025 — 2026 and thereafter 600,000 Less: Deferred issuance costs (9,282 ) Less: Term loan original issuance discount (3,091 ) Total $ 2,863,620 |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | 5. Derivatives Interest Rate Swaps The Company has entered into various interest rate swaps to mitigate its exposure to changes in interest rates on its term loans. In June 2018, the Company entered into an interest rate swap with multiple counterparties that had an initial aggregate notional value of $1.01 billion, an effective date of December 31, 2018, and expired on June 30, 2021. In March 2020, the Company entered into interest rate swaps with multiple counterparties. The interest rate swaps had an initial aggregate notional value of $549.2 million that increased to $1.42 billion on June 30, 2021, an effective date of March 31, 2020, and will expire on March 31, 2023. As of June 30, 2021, the notional value of these interest rate swaps was $1.42 billion. Foreign Exchange Forward On October 30, 2020, the Company entered into a foreign exchange forward in order to minimize monthly foreign currency remeasurement gains or losses on non-functional currency monetary balances. The foreign exchange forward notional value may be adjusted each month as the exposure balance changes. The Company did not designate the derivative as a hedge. All changes in the fair value of the foreign exchange forward are recorded in earnings every month to other expense (income), net in the accom panying consolidated statements of income. The Company recognized $0.4 million and $1.5 million of realized gains during the three and six months ended June 30, 2021, respectively, related to this foreign exchange forward. As of June 30, 2021, the notional value of this foreign exchange forward was $65.0 million. Fair Values The fair values of the Company’s derivative financial instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded were as follows (in thousands): Balance Sheet Classification June 30, 2021 December 31, 2020 Interest rate swaps - current Accrued expenses $ 6,212 $ 17,045 Interest rate swaps - non-current Other long-term liabilities 2,151 5,572 Fair value of derivative liabilities $ 8,363 $ 22,617 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Assets and Liabilities Carried at Fair Value As of June 30, 2021 and December 31, 2020, the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, trading securities, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, contingent obligations, liabilities under the accounts receivable financing agreement, and derivative instruments. The fair values of cash and cash equivalents, restricted cash, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, and the liabilities under the accounts receivable financing agreement approximate their respective carrying amounts because of the liquidity and short-term nature of these financial instruments. Financial Instruments Subject to Recurring Fair Value Measurements As of June 30, 2021, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Trading securities (a) $ 24,802 $ — $ — $ — $ 24,802 Partnership interest (b) — — — 9,073 9,073 Total assets $ 24,802 $ — $ — $ 9,073 $ 33,875 Liabilities: Derivative instruments (c) $ — $ 8,363 $ — $ — $ 8,363 Contingent obligations related to acquisitions (d) — — 995 — 995 Total liabilities $ — $ 8,363 $ 995 $ — $ 9,358 As of December 31, 2020, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Trading securities (a) $ 22,950 $ — $ — $ — $ 22,950 Partnership interest (b) — — — 8,665 8,665 Total assets $ 22,950 $ — $ — $ 8,665 $ 31,615 Liabilities: Derivative instruments (c) $ — $ 22,617 $ — $ — $ 22,617 Contingent obligations related to acquisitions (d) — — 6,793 — 6,793 Total liabilities $ — $ 22,617 $ 6,793 $ — $ 29,410 (a) Represents the fair value of investments in mutual funds based on quoted market prices that are used to fund the liability associated with the Company’s deferred compensation plan. (b) The Company has committed to invest $21.5 million as a limited partner in two private equity funds. The private equity funds invest in opportunities in the healthcare and life sciences industry. As of June 30, 2021, the Company’s remaining unfunded commitment in the private equity funds was $14.1 million. The Company holds minor ownership interests (less than 3%) in each of the private equity funds and has determined that it does not exercise significant influence over the private equity funds’ operating and finance activities. As the private equity funds do not have readily determinable fair values, the Company has estimated the fair values using each fund’s Net Asset Value, the amount by which the value of all assets exceeds all debt and liabilities, in accordance with ASC Topic 946, Financial Services – Investment Companies (c) Represents the fair value of interest rate swap arrangements (see “Note 5 – Derivatives” for further information). (d) Represents the fair value of contingent consideration obligations related to acquisitions. The fair values of these liabilities are determined based on the Company’s best estimate of the probable timing and amount of settlement. The following table presents a reconciliation of changes in the carrying amount of contingent obligations classified as Level 3 for the six months ended June 30, 2021 (in thousands): Balance as of December 31, 2020 $ 6,793 Additions (a) 1,008 Changes in fair value recognized in earnings (610 ) Payments (b) (6,196 ) Balance as of June 30, 2021 $ 995 (a) Represents obligations in connection with the insignificant acquisition made during the second quarter of 2021. (b) The Company made payments during the first quarter of 2021 to fully settle the contingent tax-sharing obligation arising from inVentiv Health, Inc.’s 2016 merger with Double Eagle Parent, Inc. (see “Note 16 – Commitments and Contingencies” for further information). During the six months ended June 30, 2021, there were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 fair value measurements. Financial Instruments Subject to Non-Recurring Fair Value Measurements Certain assets, including goodwill and identifiable intangible assets, are carried on the accompanying condensed consolidated balance sheets at cost and, subsequent to initial recognition, are measured at fair value on a non-recurring basis when certain identified events or changes in circumstances that may have a significant adverse effect on the carrying values of these assets occur. These assets are classified as Level 3 fair value measurements within the fair value hierarchy. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate a triggering event has occurred. Intangible assets are tested for impairment upon the occurrence of certain triggering events. As of June 30, 2021 and December 31, 2020, assets carried on the condensed consolidated balance sheets and not remeasured to fair value on a recurring basis totaled $5.65 billion and $5.71 billion, respectively. Fair Value Disclosures for Financial Instruments Not Carried at Fair Value The estimated fair values of the term loans and the Notes are determined based on the price that the Company would have had to pay to settle the liabilities. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair values of the Company’s term loans and the Notes were as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Value (a) Estimated Fair Value Carrying Value (a) Estimated Fair Value Term Loan A - tranche one due March 2024 $ 173,571 $ 173,635 $ 183,320 $ 183,026 Term Loan A - tranche two due August 2024 1,734,331 1,741,484 1,271,255 1,269,213 Term Loan B due August 2024 — — 560,194 560,144 Senior Unsecured Notes due January 2029 600,000 598,500 600,000 602,412 (a) The carrying value of the term loan debt is shown net of original issue discounts. |
Restructuring and Other Costs
Restructuring and Other Costs | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Costs | 7. Restructuring and Other Costs During the three and six months ended June 30, 2021, the Company incurred employee severance and benefit costs, facility and lease termination costs, and other costs related to the Company’s restructuring activities. These costs were primarily related to the Company’s ForwardBound ForwardBound Restructuring and other costs consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Employee severance and benefit costs $ 2,084 $ 7,647 $ 8,377 $ 15,268 Facility and lease termination costs 1,882 375 2,770 1,108 Other costs — 149 47 515 Total restructuring and other costs $ 3,966 $ 8,171 $ 11,194 $ 16,891 The Company expects to continue to incur costs related to restructuring of its operations in order to achieve cost savings and the targeted synergies related to its acquisitions. However, the timing and the amount of these costs depends on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of its combined operations. The Company may also continue to incur additional restructuring and other costs during and beyond 2021 related to its ForwardBound margin enhancement initiative. Accrued Restructuring Liabilities The following table summarizes activity related to the liabilities associated with restructuring and other costs (in thousands): Employee Severance Costs Other Costs Total Balance as of December 31, 2020 $ 5,830 $ — $ 5,830 Expenses incurred (a) 8,425 (1 ) 8,424 Payments (10,878 ) 1 (10,877 ) Balance as of June 30, 2021 $ 3,377 $ — $ 3,377 (a) The amount of expenses incurred for the six months ended June 30, 2021 excludes $2.8 million of facility lease closure and lease termination costs that are reflected as a reduction of operating lease right-of-use assets on the unaudited condensed consolidated balance sheet under ASC 842. The Company expects the employee severance costs accrued as of June 30, 2021 will be paid within the next twelve months. Liabilities associated with restructuring and other costs are included in accrued expenses and other long-term liabilities on the accompanying condensed consolidated balance sheets. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | 8. Shareholders’ Equity Shares Outstanding Shares of common stock outstanding were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Common stock shares, beginning balance 104,226 104,161 103,935 103,866 Repurchases of common stock (900 ) — (1,500 ) (600 ) Issuances of common stock 147 75 1,038 970 Common stock shares, ending balance 103,473 104,236 103,473 104,236 Stock Repurchase Program On November 17, 2020, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $300.0 million of the Company’s Class A common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades, or through privately negotiated transactions through December 31, 2022 (the “Stock Repurchase Program”). The Stock Repurchase Program took effect on January 1, 2021. The Stock Repurchase Program does not obligate the Company to repurchase any particular amount of the Company’s common stock, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate cash requirements, and overall market conditions. The Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws and applicable Nasdaq rules. The Company may also repurchase shares of its common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law. During the six months ended June 30, 2021, the Company repurchased 1,500,000 shares of its common stock in private transactions under the Stock Repurchase Program, for a total purchase price of approximately $117.5 million. The following table sets forth repurchase activity under the Stock Repurchase Program from inception through June 30, 2021: Total number of shares purchased Average price paid per share Approximate dollar value of shares purchased (in thousands) March 2021 600,000 $ 74.18 $ 44,505 May 2021 400,000 81.04 32,416 June 2021 500,000 81.20 40,600 Total 1,500,000 $ 117,521 The Company immediately retired all of the repurchased common stock and charged the par value of the shares to common stock. The excess of the repurchase price over the par value was applied on a pro rata basis against additional paid-in capital, with the remainder applied to accumulated deficit. As of June 30, 2021, the Company had remaining authorization to repurchase up to approximately $182.5 million of shares of its common stock under the Stock Repurchase Program. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings Per Share The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income $ 41,905 $ 3,911 $ 80,629 $ 37,485 Denominator: Basic weighted average common shares outstanding 103,937 104,198 104,105 104,232 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,082 1,021 1,133 1,198 Diluted weighted average common shares outstanding 105,019 105,219 105,238 105,430 Earnings per share: Basic $ 0.40 $ 0.04 $ 0.77 $ 0.36 Diluted $ 0.40 $ 0.04 $ 0.77 $ 0.36 Potential common shares outstanding that are considered anti-dilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock options and other awards under share-based compensation programs may be determined to be anti-dilutive based on the application of the treasury stock method. Potential common shares are also considered anti-dilutive in periods when the Company incurs a net loss. The number of potential shares outstanding that were anti-dilutive and therefore excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were 143,958, 1,051,560, 155,062, and 981,239 for the three and six months ended June 30, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Income Tax Expense For the t The effective tax rates for the three and six months ended June 30, 2021, excluding discrete items, varied from the For the three and six months ended June 30, 2020, the Company recorded income tax expense of $3.7 million and $11.9 million, respectively, compared to pre-tax income of $7.6 million and $49.4 million, respectively. Income tax expense for the three and six months ended June 30, 2020 included a discrete tax expense of $1.6 million and a discrete tax benefit of $5.5 million, respectively, primarily related to excess tax benefits from share-based compensation and the benefit from foreign tax credits claimed on amended returns filed during the year. The effective tax rates for the three and six months ended June 30, 2020 , excluding discrete items, varied from the federal statutory income tax rate of 21.0% primarily d , state and local taxes on U.S. income, and research and general business credits . Unrecognized Tax Benefits The Company’s gross unrecognized tax benefits, exclusive of associated interest and penalties, were $9.6 million Tax Returns under Audit The Company is not currently under any U.S. federal income tax audits, however, income tax returns are under examination by tax authorities in several state and foreign jurisdictions. The Company’s federal and state tax filings are open to investigations in numerous years due to net operating loss carryforwards. Additionally, the Company currently has an ongoing examination for tax years 2017 and 2018 in the United Kingdom. The United Kingdom is the jurisdiction with the Company’s largest foreign operations. The Company believes that its reserve for uncertain tax positions is adequate to cover existing risks or exposures related to all open tax years and jurisdictions. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contract with Customers | 11. Revenue from Contracts with Customers Unsatisfied Performance Obligations As of June 30, 2021, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with contract terms greater than one year and that are not accounted for as a series pursuant to ASC Topic 606, Revenue from Contracts with Customers Timing of Billing and Performance During the three and six months ended June 30, 2021, the Company recognized approximately $393.6 million and $526.3 million, respectively, of revenue that was included in the deferred revenue balance at the beginning of the periods. During the three and six months ended June 30, 2021, approximately $5.8 million and $32.6 million, respectively, of the Company’s revenue recognized was allocated to performance obligations partially satisfied in previous periods, substantially all of which was associated with changes in scope or price for full service clinical studies. The gross and net amounts of revenue recognized solely from changes in estimates were not material. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company is managed through two reportable segments: Clinical Solutions and Commercial Solutions. Each reportable segment consists of multiple service offerings that, when combined, create a fully integrated . spanning Phases I to IV of clinical development Commercial Solutions provides the pharmaceutical, biotechnology, and healthcare industries with commercialization services, including deployment solutions, communication solutions (public relations, advertising, and medical communications) , and consulting services. The Company’s Chief Operating Decision Maker (“CODM”) reviews segment performance and allocates resources based upon segment revenue and income from operations. Inter-segment revenue is eliminated from the segment reporting presented to the CODM and is not included in the segment revenue presented in the table below. Certain costs are not allocated to the Company’s reportable segments and are reported as general corporate expenses. These costs primarily consist of share-based compensation, general operating expenses associated with the Board and the Company’s senior leadership, finance, investor relations, and internal audit functions, and transaction and integration-related expenses. The Company does not allocate depreciation, amortization, asset impairment charges, or restructuring and other costs to its segments. Prior period segment results have been recast to reflect the transfer of the Kinapse Regulatory and Operations Consulting service lines from Commercial Solutions to Clinical Solutions to align with management reporting in 2021. Additionally, the CODM reviews the Company’s assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources. Information about reportable segment operating results was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue: Clinical Solutions $ 991,142 $ 755,822 $ 1,929,096 $ 1,638,323 Commercial Solutions 291,469 257,577 562,260 538,431 Total revenue 1,282,611 1,013,399 2,491,356 2,176,754 Segment direct costs: Clinical Solutions 750,810 597,486 1,466,923 1,279,660 Commercial Solutions 233,644 200,300 453,686 433,958 Total segment direct costs 984,454 797,786 1,920,609 1,713,618 Segment selling, general, and administrative expenses: Clinical Solutions 89,303 64,609 176,835 140,953 Commercial Solutions 20,318 18,986 41,289 41,596 Total segment selling, general, and administrative expenses 109,621 83,595 218,124 182,549 Segment operating income: Clinical Solutions 151,029 93,727 285,338 217,710 Commercial Solutions 37,507 38,291 67,285 62,877 Total segment operating income 188,536 132,018 352,623 280,587 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 8,127 8,106 17,222 16,288 Share-based compensation included in selling, general, and administrative expenses 8,312 8,069 16,570 15,885 Corporate selling, general, and administrative expenses 26,736 16,680 47,289 35,457 Restructuring and other costs 3,966 8,171 11,194 16,891 Depreciation and amortization 57,711 56,021 115,649 112,128 Total income from operations $ 83,684 $ 34,971 $ 144,699 $ 83,938 |
Operations by Geographic Locati
Operations by Geographic Location | 6 Months Ended |
Jun. 30, 2021 | |
Segments Geographical Areas [Abstract] | |
Operations by Geographic Location | 13. Operations by Geographic Location The following table summarizes total revenue by geographic area (in thousands, all intercompany transactions have been eliminated): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue: North America (a) $ 774,228 $ 638,564 $ 1,513,229 $ 1,391,609 Europe, Middle East, and Africa 328,895 242,326 645,071 510,348 Asia-Pacific 144,233 110,186 270,690 227,239 Latin America 35,255 22,323 62,366 47,558 Total revenue $ 1,282,611 $ 1,013,399 $ 2,491,356 $ 2,176,754 (a) Revenue for the North America region includes revenue attributable to the United States of $722.8 million and $608.7 million, or 56.4% and 60.1% of total revenue, for the three months ended June 30, 2021 and 2020, respectively. Revenue for the North America region includes revenue attributable to the United States of $1,416.7 million and $1,322.2 million The following table summarizes long-lived assets by geographic area June 30, 2021 December 31, 2020 Property and equipment, net: North America (a) $ 150,296 $ 161,531 Europe, Middle East, and Africa 37,239 38,745 Asia-Pacific 10,694 11,167 Latin America 5,759 4,757 Total property and equipment, net $ 203,988 $ 216,200 (a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $144.5 million and $156.0 million as of June 30, 2021 and December 31, 2020, respectively. |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2021 | |
Risks And Uncertainties [Abstract] | |
Concentration of Credit Risk | 14. Concentration of Credit Risk Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable, and unbilled services (including contract assets). The Company’s cash and cash equivalents consist principally of cash and are maintained at several financial institutions with reputable credit ratings. The Company maintains cash depository accounts with several financial institutions worldwide and is exposed to credit risk related to the potential inability to access liquidity in financial institutions where its cash and cash equivalents are concentrated. The Company has not historically incurred any losses with respect to these balances and believes that they bear minimal credit risk. As of June 30, 2021, the amount of cash and cash equivalents held outside of the United States by the Company’s foreign subsidiaries was $145.0 million, or 56% of the total consolidated cash and cash equivalents balance. As of December 31, 2020, the amount of cash and cash equivalents held outside of the United States by the Company’s foreign subsidiaries was $50.7 million, or 19% of the total consolidated cash and cash equivalents balance. No single customer accounted for greater than 10% of the Company’s revenue for the three and six months ended June 30, 2021 and 2020. As of June 30, 2021 and December 31, 2020, no single customer accounted for greater than 10% of the Company’s accounts receivable and unbilled services (including contract assets) balances. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 15. Related-Party Transactions For the three and six months ended June 30, 2021, t he Company had combined revenue of $1.2 million and $1.9 million, respectively, and, as of June 30, 2021 , combined receivables of $1.6 million from two customers whose board of directors each included a member who was also a member of the Company ’s Board. For the three and six months ended June 30, 2021, the Company incurred expenses of $0.7 million and $1.4 million, respectively, for professional services obtained from the related party noted in the paragraph below. In May 2020, the Company sold its contingent staffing business to a related party in exchange for potential future cash consideration not to exceed $4.0 million. Based on the financial results of the business through May 31, 2021, the Company recognized $1.8 million of contingent consideration in other expense (income), net in the accompanying condensed consolidated statements of income for the three months ended June 30, 2021. The cash had not been received as of June 30, 2021, and therefore was recorded as a receivable in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. The future cash consideration is contingent on the financial performance of the sold business through May 31, 2023. The Company will recognize the contingent consideration in the consolidated statements of income in the period the contingency is resolved. No significant related-party revenue was recorded for the six months ended June 30, 2020 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Legal Proceedings The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than the specific matters described below, if decided adversely, is not expected to have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. On December 1, 2017, the first of two virtually identical actions alleging federal securities law claims was filed against the Company and certain of its officers on behalf of a putative class of its shareholders. The first action, captioned Bermudez v. INC Research, Inc., et al, No. 17-09457 (S.D.N.Y.) in the Southern District of New York, names as defendants the Company, Michael Bell, Alistair Macdonald, Michael Gilbertini, and Gregory S. Rush (the “Bermudez action”), and the second action, Vaitkuvienë v. Syneos Health, Inc., et al, No. 18-0029 (E.D.N.C.) in the Eastern District of North Carolina, filed on January 25, 2018 (the “Vaitkuvienë action”), names as defendants the Company, Alistair Macdonald, and Gregory S. Rush (the “Initial Defendants”). Both complaints allege similar claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of purchasers of the Company’s common stock between May 10, 2017 and November 8, 2017 (for the Vaitkuvienë action) and November 9, 2017 (for the Bermudez action). The complaints allege that the Company published inaccurate or incomplete information regarding, among other things, the financial performance and business outlook for inVentiv’s business prior to the 2017 merger (the “Merger”) with Double Eagle Parent, Inc. (“inVentiv”), the parent company of inVentiv Health, Inc., and with respect to the combined company following the Merger. On January 30, 2018, alleged shareholders separately filed motions seeking to be appointed lead plaintiff and approving the selection of lead counsel. On March 30, 2018, Plaintiff in the Bermudez action filed a notice of voluntary dismissal of the Bermudez action, without prejudice, and as to all defendants. On May 29, 2018, the Court in the Vaitkuvienë action appointed the San Antonio Fire & Police Pension Fund and El Paso Firemen & Policemen’s Pension Fund as Lead Plaintiffs and, on June 7, 2018, the Court entered a schedule providing for, among other things, Lead Plaintiffs to file an amended complaint by July 23, 2018 (later extended to July 30, 2018). Lead Plaintiffs filed their amended complaint on July 30, 2018, which also includes a claim against the Initial Defendants, as well as each member of the board of directors at the time of the INC Research - inVentiv Health merger vote in July 2017 (the “Defendants”), contending that the inVentiv merger proxy was misleading under Section 14(a) of the Act. Lead Plaintiffs seek, among other things, orders (i) declaring that the lawsuit is a proper class action and (ii) awarding compensatory damages in an amount to be proven at trial, including interest thereon, and reasonable costs and expenses incurred in this action, including attorneys’ fees and expert fees, to Lead Plaintiffs and other class members. Defendants filed a Motion to Dismiss Plaintiffs’ Amended Complaint on September 20, 2018. Lead Plaintiffs filed a Response in Opposition to such motion on November 21, 2018, and Defendants filed a Reply to such response on December 5, 2018. The District Court referred the Motion to Dismiss to a magistrate judge for a report and recommendation. On September 26, 2019, the magistrate judge stayed the action and, on August 7, 2020, the magistrate judge lifted the stay. Also on August 7, 2020, the magistrate judge issued a report (the “Magistrate Report”) recommending to the District Court that Defendants’ Motion to Dismiss be denied. On September 4, 2020, Defendants filed written objections to the Magistrate Report, requesting that the District Court grant the Motion to Dismiss. Lead Plaintiffs filed a Response in Opposition to such objections on October 2, 2020. The Company and the other defendants deny the allegations in these complaints and intend to defend vigorously against these claims. The Company is presently unable to predict the duration, scope, or result of the foregoing putative class actions, or any other related lawsuit. As such, the Company is presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, related to these matters. While the Company intends to defend the putative class action litigation vigorously, the outcome of such litigation or any other litigation is necessarily uncertain. The Company could be forced to expend significant resources in the defense of these lawsuits or future ones, and it may not prevail. As such, these matters could have a material adverse effect on the Company's business, annual, or interim results of operations, cash flows, or its financial condition. Assumed Contingent Tax-Sharing Obligations As a result of the Merger, the Company assumed contingent tax-sharing obligations arising from inVentiv Health, Inc.’s 2016 merger with Double Eagle Parent, Inc. During the first quarter of 2021, the Company made payments of $6.2 million to fully settle this outstanding obligation. As of December 31, 2020, the estimated fair value of the assumed contingent tax-sharing obligations was $6.8 million. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any other future period. The unaudited condensed consolidated balance sheet at December 31, 2020 is derived from the amounts in the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Reclassification | Reclassification Certain previously reported amounts have been reclassified to conform to the current year presentation. |
Revenue from Contracts with Customers | The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years. The amount of unsatisfied performance obligations is presented net of any constraints and, as a result, is lower than the potential contractual revenue. The contracts excluded due to constraints include contracts that do not commence within a certain period of time or that require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company’s control. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule Of Cash Pool Position | The Company’s net cash pool position consisted of the following (in thousands): June 30, 2021 December 31, 2020 Gross cash position $ 232,537 $ 220,261 Less: cash borrowings (205,632 ) (204,647 ) Net cash position $ 26,905 $ 15,614 |
Schedule of Billed Accounts Receivable, Net | Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accounts receivable billed $ 768,681 $ 774,605 Accounts receivable unbilled 234,402 211,285 Contract assets 374,157 366,506 Less: Allowance for doubtful accounts (7,319 ) (7,615 ) Accounts receivable and unbilled services, net $ 1,369,921 $ 1,344,781 |
Schedule of Goodwill | The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2021 were as follows (in thousands): Clinical Solutions (a) Commercial Solutions (b) Total Balance as of December 31, 2020 $ 3,216,335 $ 1,559,843 $ 4,776,178 Acquisitions (c) 8,105 — 8,105 Impact of foreign currency translation and other (d) 52,425 (46,924 ) 5,501 Balance as of June 30, 2021 $ 3,276,865 $ 1,512,919 $ 4,789,784 (a) Accumulated impairment losses of $8.1 million associated with the Clinical Solutions segment were recorded prior to 2016 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. No impairment of goodwill was recorded for the six months ended June 30, 2021. (b) Accumulated impairment losses of $8.0 million associated with the Commercial Solutions segment were recorded prior to 2015 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the six months ended June 30, 2021. (c) Amount represents goodwill recognized in connection with an insignificant acquisition during the second quarter of 2021 and measurement period adjustments to goodwill recognized in connection with the 2020 acquisitions of SHCR Holdings Corporation (“Synteract”) and Illingworth Research Group™ (“Illingworth Research”) within the Clinical Solutions segment. (d) Includes $44.2 million reallocation of goodwill from the Commercial Solutions segment to the Clinical Solutions segment to reflect the transfer of the Kinapse Regulatory and Operations Consulting service lines to align with management reporting in 2021. |
Schedule of Accumulated Other Comprehensive Loss, Net of Tax | Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning balance $ (39,174 ) $ (131,111 ) $ (40,801 ) $ (71,593 ) Foreign currency translation: Beginning balance (26,350 ) (105,545 ) (22,040 ) (56,757 ) Other comprehensive income (loss) before reclassifications 8,825 2,870 4,515 (45,918 ) Ending balance (17,525 ) (102,675 ) (17,525 ) (102,675 ) Derivative instruments: Beginning balance (12,824 ) (25,566 ) (18,761 ) (14,836 ) Other comprehensive (loss) income before reclassifications (488 ) (5,461 ) 284 (17,971 ) Reclassification adjustments 5,196 4,330 10,361 6,110 Ending balance (8,116 ) (26,697 ) (8,116 ) (26,697 ) Accumulated other comprehensive loss, net of taxes $ (25,641 ) $ (129,372 ) $ (25,641 ) $ (129,372 ) |
Reclassification out of Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive loss consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Foreign currency translation adjustments: Foreign currency translation adjustment, before taxes $ 9,375 $ 2,870 $ 4,357 $ (45,918 ) Income tax expense (benefit) 550 — (158 ) — Foreign currency translation adjustments, net of taxes 8,825 2,870 4,515 (45,918 ) Unrealized gain (loss) on derivative instruments: Unrealized (loss) gain during period, before taxes (654 ) (6,876 ) 380 (26,659 ) Income tax (benefit) expense (166 ) (1,415 ) 96 (8,688 ) Unrealized (loss) gain during period, net of taxes (488 ) (5,461 ) 284 (17,971 ) Reclassification adjustment, before taxes 6,958 5,797 13,874 8,211 Income tax expense 1,762 1,467 3,513 2,101 Reclassification adjustment, net of taxes 5,196 4,330 10,361 6,110 Total unrealized gain (loss) on derivative instruments, net of taxes 4,708 (1,131 ) 10,645 (11,861 ) Total other comprehensive income (loss), net of taxes $ 13,533 $ 1,739 $ 15,160 $ (57,779 ) |
Schedule of Other Income, Net (Details) | Other expense (income), net consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net realized foreign currency loss (gain) $ 570 $ 3,045 $ 1,762 $ (2,051 ) Net unrealized foreign currency loss (gain) 5,959 2,478 (3,563 ) (12,541 ) Other, net 1,298 238 (228 ) 1,423 Total other expense (income), net $ 7,827 $ 5,761 $ (2,029 ) $ (13,169 ) |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consisted of the following (in thousands): June 30, 2021 December 31, 2020 Secured Debt Term Loan A - tranche one due March 2024 $ 173,852 $ 183,715 Term Loan A - tranche two due August 2024 1,737,141 1,273,991 Term Loan B due August 2024 — 560,564 Accounts receivable financing agreement due October 2022 365,000 300,000 Total secured debt 2,275,993 2,318,270 Unsecured Debt Senior Unsecured Notes due January 2029 (the “Notes”) 600,000 600,000 Total debt obligations 2,875,993 2,918,270 Less: Term loan original issuance discount (3,091 ) (3,500 ) Less: Unamortized deferred issuance costs (9,282 ) (12,716 ) Total debt obligations, non-current portion $ 2,863,620 $ 2,902,054 |
Contractual Maturities of Debt Obligations | As of June 30, 2021, the contractual maturities of the Company’s debt obligations (excluding finance leases) were as follows (in thousands): Principal Remainder of 2021 $ — 2022 385,856 2023 125,875 2024 1,764,262 2025 — 2026 and thereafter 600,000 Less: Deferred issuance costs (9,282 ) Less: Term loan original issuance discount (3,091 ) Total $ 2,863,620 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps Designated as Hedging Instruments on Consolidated Balance Sheets | The fair values of the Company’s derivative financial instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded were as follows (in thousands): Balance Sheet Classification June 30, 2021 December 31, 2020 Interest rate swaps - current Accrued expenses $ 6,212 $ 17,045 Interest rate swaps - non-current Other long-term liabilities 2,151 5,572 Fair value of derivative liabilities $ 8,363 $ 22,617 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of June 30, 2021, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Trading securities (a) $ 24,802 $ — $ — $ — $ 24,802 Partnership interest (b) — — — 9,073 9,073 Total assets $ 24,802 $ — $ — $ 9,073 $ 33,875 Liabilities: Derivative instruments (c) $ — $ 8,363 $ — $ — $ 8,363 Contingent obligations related to acquisitions (d) — — 995 — 995 Total liabilities $ — $ 8,363 $ 995 $ — $ 9,358 As of December 31, 2020, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Trading securities (a) $ 22,950 $ — $ — $ — $ 22,950 Partnership interest (b) — — — 8,665 8,665 Total assets $ 22,950 $ — $ — $ 8,665 $ 31,615 Liabilities: Derivative instruments (c) $ — $ 22,617 $ — $ — $ 22,617 Contingent obligations related to acquisitions (d) — — 6,793 — 6,793 Total liabilities $ — $ 22,617 $ 6,793 $ — $ 29,410 (a) Represents the fair value of investments in mutual funds based on quoted market prices that are used to fund the liability associated with the Company’s deferred compensation plan. (b) The Company has committed to invest $21.5 million as a limited partner in two private equity funds. The private equity funds invest in opportunities in the healthcare and life sciences industry. As of June 30, 2021, the Company’s remaining unfunded commitment in the private equity funds was $14.1 million. The Company holds minor ownership interests (less than 3%) in each of the private equity funds and has determined that it does not exercise significant influence over the private equity funds’ operating and finance activities. As the private equity funds do not have readily determinable fair values, the Company has estimated the fair values using each fund’s Net Asset Value, the amount by which the value of all assets exceeds all debt and liabilities, in accordance with ASC Topic 946, Financial Services – Investment Companies (c) Represents the fair value of interest rate swap arrangements (see “Note 5 – Derivatives” for further information). (d) Represents the fair value of contingent consideration obligations related to acquisitions. The fair values of these liabilities are determined based on the Company’s best estimate of the probable timing and amount of settlement. |
Reconciliation of Changes in the Carrying Amount of Contingent Consideration | The following table presents a reconciliation of changes in the carrying amount of contingent obligations classified as Level 3 for the six months ended June 30, 2021 (in thousands): Balance as of December 31, 2020 $ 6,793 Additions (a) 1,008 Changes in fair value recognized in earnings (610 ) Payments (b) (6,196 ) Balance as of June 30, 2021 $ 995 |
Schedule of Estimated Fair Value | The estimated fair values of the Company’s term loans and the Notes were as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Value (a) Estimated Fair Value Carrying Value (a) Estimated Fair Value Term Loan A - tranche one due March 2024 $ 173,571 $ 173,635 $ 183,320 $ 183,026 Term Loan A - tranche two due August 2024 1,734,331 1,741,484 1,271,255 1,269,213 Term Loan B due August 2024 — — 560,194 560,144 Senior Unsecured Notes due January 2029 600,000 598,500 600,000 602,412 (a) The carrying value of the term loan debt is shown net of original issue discounts. |
Restructuring and Other Costs (
Restructuring and Other Costs (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | Restructuring and other costs consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Employee severance and benefit costs $ 2,084 $ 7,647 $ 8,377 $ 15,268 Facility and lease termination costs 1,882 375 2,770 1,108 Other costs — 149 47 515 Total restructuring and other costs $ 3,966 $ 8,171 $ 11,194 $ 16,891 The following table summarizes activity related to the liabilities associated with restructuring and other costs (in thousands): Employee Severance Costs Other Costs Total Balance as of December 31, 2020 $ 5,830 $ — $ 5,830 Expenses incurred (a) 8,425 (1 ) 8,424 Payments (10,878 ) 1 (10,877 ) Balance as of June 30, 2021 $ 3,377 $ — $ 3,377 (a) The amount of expenses incurred for the six months ended June 30, 2021 excludes $2.8 million of facility lease closure and lease termination costs that are reflected as a reduction of operating lease right-of-use assets on the unaudited condensed consolidated balance sheet under ASC 842. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Shares of Common Stock Outstanding | Shares of common stock outstanding were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Common stock shares, beginning balance 104,226 104,161 103,935 103,866 Repurchases of common stock (900 ) — (1,500 ) (600 ) Issuances of common stock 147 75 1,038 970 Common stock shares, ending balance 103,473 104,236 103,473 104,236 |
Schedule of Repurchase Activity | The following table sets forth repurchase activity under the Stock Repurchase Program from inception through June 30, 2021: Total number of shares purchased Average price paid per share Approximate dollar value of shares purchased (in thousands) March 2021 600,000 $ 74.18 $ 44,505 May 2021 400,000 81.04 32,416 June 2021 500,000 81.20 40,600 Total 1,500,000 $ 117,521 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income $ 41,905 $ 3,911 $ 80,629 $ 37,485 Denominator: Basic weighted average common shares outstanding 103,937 104,198 104,105 104,232 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,082 1,021 1,133 1,198 Diluted weighted average common shares outstanding 105,019 105,219 105,238 105,430 Earnings per share: Basic $ 0.40 $ 0.04 $ 0.77 $ 0.36 Diluted $ 0.40 $ 0.04 $ 0.77 $ 0.36 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information about reportable segment operating results was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue: Clinical Solutions $ 991,142 $ 755,822 $ 1,929,096 $ 1,638,323 Commercial Solutions 291,469 257,577 562,260 538,431 Total revenue 1,282,611 1,013,399 2,491,356 2,176,754 Segment direct costs: Clinical Solutions 750,810 597,486 1,466,923 1,279,660 Commercial Solutions 233,644 200,300 453,686 433,958 Total segment direct costs 984,454 797,786 1,920,609 1,713,618 Segment selling, general, and administrative expenses: Clinical Solutions 89,303 64,609 176,835 140,953 Commercial Solutions 20,318 18,986 41,289 41,596 Total segment selling, general, and administrative expenses 109,621 83,595 218,124 182,549 Segment operating income: Clinical Solutions 151,029 93,727 285,338 217,710 Commercial Solutions 37,507 38,291 67,285 62,877 Total segment operating income 188,536 132,018 352,623 280,587 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 8,127 8,106 17,222 16,288 Share-based compensation included in selling, general, and administrative expenses 8,312 8,069 16,570 15,885 Corporate selling, general, and administrative expenses 26,736 16,680 47,289 35,457 Restructuring and other costs 3,966 8,171 11,194 16,891 Depreciation and amortization 57,711 56,021 115,649 112,128 Total income from operations $ 83,684 $ 34,971 $ 144,699 $ 83,938 |
Operations by Geographic Loca_2
Operations by Geographic Location (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segments Geographical Areas [Abstract] | |
Total Revenue by Geographic Area | The following table summarizes total revenue by geographic area (in thousands, all intercompany transactions have been eliminated): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue: North America (a) $ 774,228 $ 638,564 $ 1,513,229 $ 1,391,609 Europe, Middle East, and Africa 328,895 242,326 645,071 510,348 Asia-Pacific 144,233 110,186 270,690 227,239 Latin America 35,255 22,323 62,366 47,558 Total revenue $ 1,282,611 $ 1,013,399 $ 2,491,356 $ 2,176,754 (a) Revenue for the North America region includes revenue attributable to the United States of $722.8 million and $608.7 million, or 56.4% and 60.1% of total revenue, for the three months ended June 30, 2021 and 2020, respectively. Revenue for the North America region includes revenue attributable to the United States of $1,416.7 million and $1,322.2 million |
Long-Lived Assets by Geographic Area | The following table summarizes long-lived assets by geographic area June 30, 2021 December 31, 2020 Property and equipment, net: North America (a) $ 150,296 $ 161,531 Europe, Middle East, and Africa 37,239 38,745 Asia-Pacific 10,694 11,167 Latin America 5,759 4,757 Total property and equipment, net $ 203,988 $ 216,200 (a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $144.5 million and $156.0 million as of June 30, 2021 and December 31, 2020, respectively. |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Financial Statement Details - S
Financial Statement Details - Schedule Of Cash Pool Position (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Gross cash position | $ 232,537 | $ 220,261 |
Less: cash borrowings | (205,632) | (204,647) |
Net cash position | $ 26,905 | $ 15,614 |
Financial Statement Details - A
Financial Statement Details - Accounts Receivable and Unbilled Services, net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable billed | $ 768,681 | $ 774,605 |
Accounts receivable unbilled | 234,402 | 211,285 |
Contract assets | 374,157 | 366,506 |
Less: Allowance for doubtful accounts | (7,319) | (7,615) |
Accounts receivable and unbilled services, net | $ 1,369,921 | $ 1,344,781 |
Financial Statement Details - N
Financial Statement Details - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Trade receivables sold | $ 68.7 | $ 77.6 |
Proceeds from sale of trade receivables | $ 68.6 | $ 77.3 |
Financial Statement Details -_2
Financial Statement Details - Schedule of Goodwill (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance as of December 31, 2020 | $ 4,776,178,000 | |
Acquisitions | 8,105,000 | |
Impact of foreign currency translation and other | 5,501,000 | |
Balance as of June 30, 2021 | 4,789,784,000 | |
Clinical Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of December 31, 2020 | 3,216,335,000 | |
Acquisitions | 8,105,000 | |
Impact of foreign currency translation and other | 52,425,000 | |
Balance as of June 30, 2021 | 3,276,865,000 | |
Accumulated impairment losses | 8,100,000 | $ 8,100,000 |
Impairment of goodwill | 0 | |
Transfer of goodwill | 44,200,000 | |
Commercial Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of December 31, 2020 | 1,559,843,000 | |
Impact of foreign currency translation and other | (46,924,000) | |
Balance as of June 30, 2021 | 1,512,919,000 | |
Accumulated impairment losses | 8,000,000 | $ 8,000,000 |
Impairment of goodwill | $ 0 |
Financial Statement Details -_3
Financial Statement Details - Accumulated Other Comprehensive Loss, Net of Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 3,236,877 | $ 2,977,922 | $ 3,242,112 | $ 3,029,654 |
Other comprehensive income (loss) before reclassifications | (488) | (5,461) | 284 | (17,971) |
Balance at end of period | 3,238,614 | 2,999,684 | 3,238,614 | 2,999,684 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (39,174) | (131,111) | (40,801) | (71,593) |
Balance at end of period | (25,641) | (129,372) | (25,641) | (129,372) |
Foreign Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (26,350) | (105,545) | (22,040) | (56,757) |
Other comprehensive income (loss) before reclassifications | (488) | (5,461) | 284 | (17,971) |
Balance at end of period | (17,525) | (102,675) | (17,525) | (102,675) |
Derivative Instruments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (12,824) | (25,566) | (18,761) | (14,836) |
Other comprehensive income (loss) before reclassifications | 8,825 | 2,870 | 4,515 | (45,918) |
Reclassification adjustments | 5,196 | 4,330 | 10,361 | 6,110 |
Balance at end of period | $ (8,116) | $ (26,697) | $ (8,116) | $ (26,697) |
Financial Statement Details - T
Financial Statement Details - Tax Effects Allocated to Each Component of Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation adjustment, before taxes | $ (166) | $ (1,415) | $ 96 | $ (8,688) |
Income tax expense (benefit) | (550) | 0 | 158 | 0 |
Other comprehensive income (loss) before reclassifications | (488) | (5,461) | 284 | (17,971) |
Total other comprehensive (loss) income, net of taxes | 13,533 | 1,739 | 15,160 | (57,779) |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation adjustment, before taxes | 9,375 | 2,870 | 4,357 | (45,918) |
Other comprehensive income (loss) before reclassifications | (488) | (5,461) | 284 | (17,971) |
Total other comprehensive (loss) income, net of taxes | 8,825 | 2,870 | 4,515 | (45,918) |
Derivative Instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Income tax expense (benefit) | 550 | (158) | ||
Unrealized (loss) gain during period, before taxes | (654) | (6,876) | 380 | (26,659) |
Other comprehensive income (loss) before reclassifications | 8,825 | 2,870 | 4,515 | (45,918) |
Reclassification adjustment, before taxes | 6,958 | 5,797 | 13,874 | 8,211 |
Income tax expense | 1,762 | 1,467 | 3,513 | 2,101 |
Reclassification adjustment, net of taxes | 5,196 | 4,330 | 10,361 | 6,110 |
Total other comprehensive (loss) income, net of taxes | $ 4,708 | $ (1,131) | $ 10,645 | $ (11,861) |
Financial Statement Details - O
Financial Statement Details - Other Expense (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other (income) expense, net: | ||||
Net realized foreign currency loss (gain) | $ 570 | $ 3,045 | $ 1,762 | $ (2,051) |
Net unrealized foreign currency loss (gain) | 5,959 | 2,478 | (3,563) | (12,541) |
Other, net | 1,298 | 238 | (228) | 1,423 |
Total other expense (income), net | $ 7,827 | $ 5,761 | $ (2,029) | $ (13,169) |
Acquisitions, Divestitures, a_2
Acquisitions, Divestitures, and Investments - Narrative (Details) - USD ($) | Dec. 17, 2020 | Dec. 09, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 4,789,784,000 | $ 4,776,178,000 | $ 4,789,784,000 | ||||
Business acquisition payment of cash | 14,635,000 | ||||||
Cash consideration | 18,000,000 | ||||||
Non-cash investment in acquire property | $ 27,300,000 | ||||||
Assets exchanged in cash | 3,900,000 | ||||||
Gain (loss) on equity investments | (2,800,000) | ||||||
Other long-term investments | 24,500,000 | 24,500,000 | |||||
Maximum loss on investment for a VIE | 28,400,000 | 28,400,000 | |||||
Clinical Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 3,276,865,000 | 3,216,335,000 | 3,276,865,000 | ||||
Divestiture, consideration received | 23,000,000 | ||||||
Convertible notes | $ 5,000,000 | ||||||
Proceeds from notes receivable | 5,000,000 | ||||||
Related Party | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 1,800,000 | $ 1,800,000 | |||||
Related Party | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 4,000,000 | ||||||
Synteract Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Name of acquired entity | Synteract | ||||||
Date of Acquisition | Dec. 9, 2020 | ||||||
Aggregate purchase price for the acquisition | $ 385,500,000 | ||||||
Percentage of Outstanding Shares Purchase | 100.00% | ||||||
Cash acquired | $ 28,000,000 | ||||||
Goodwill | 358,000,000 | ||||||
Business acquisition payment of cash | $ 1,000,000 | ||||||
Intangible assets | $ 56,400,000 | ||||||
Illingworth Research Group Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Name of acquired entity | Illingworth Research | ||||||
Date of Acquisition | Dec. 17, 2020 | ||||||
Aggregate purchase price for the acquisition | $ 80,900,000 | ||||||
Cash acquired | 1,100,000 | ||||||
Goodwill | 64,000,000 | ||||||
Business acquisition payment of cash | $ 9,000,000 | ||||||
Intangible assets | $ 21,500,000 |
Long-Term Debt Obligations - Sc
Long-Term Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Term loan original issuance discount | $ (3,091) | $ (3,500) |
Less: Unamortized deferred issuance costs | (9,282) | (12,716) |
Total debt obligations, non-current portion | 2,863,620 | 2,902,054 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,275,993 | 2,318,270 |
Secured Debt | Term Loan A - tranche one due March 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 173,852 | 183,715 |
Secured Debt | Term Loan A - tranche two due August 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 1,737,141 | 1,273,991 |
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 560,564 | |
Secured Debt | Accounts receivable financing agreement due October 2022 | Accounts Receivable Securitization | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 365,000 | 300,000 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 2,875,993 | 2,918,270 |
Unsecured Debt | Senior Unsecured Notes due January 2029 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 600,000 | $ 600,000 |
Long-Term Debt Obligations - Na
Long-Term Debt Obligations - Narrative (Details) | Feb. 28, 2021 | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Repayments of Long-term debt | $ 602,277,000 | $ 19,375,000 | ||
Loss on extinguishment of debt | $ (2,199,000) | (2,802,000) | ||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | (2,200,000) | (2,800,000) | ||
Secured Debt | Revolving credit facility due August 2024 | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings | 0 | 0 | ||
Secured Debt | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, capacity available for trade purchases | 133,300,000 | 133,300,000 | ||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due March 2024 | ||||
Debt Instrument [Line Items] | ||||
Repayments of Long-term debt | 41,800,000 | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due March 2024 | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan facility | 1,550,000,000 | 1,550,000,000 | ||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | ||||
Debt Instrument [Line Items] | ||||
Repayments of Long-term debt | 560,500,000 | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan facility | 1,600,000,000 | 1,600,000,000 | ||
Secured Debt | Credit Agreement Amendment No 5 Term Loan A [Member] | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Additional discount on Term loan | 500,000 | 500,000 | ||
Secured Debt | Credit Agreement Amendment No 5 Term Loan A [Member] | Incremental Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan facility | 495,000,000 | 495,000,000 | ||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | ||||
Debt Instrument [Line Items] | ||||
Maximum first lien leverage ratio | 0.025 | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Term Loan | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Adjusted Eurocurrency Rate Spread | 1.50% | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Term Loan | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Adjusted Eurocurrency Rate Spread | 1.25% | |||
Secured Debt | 2017 Credit Agreement - Amendment No 2 - Term Loan B Due August 2024 | Revolving credit facility due August 2024 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity under accounts receivable financing agreement | 600,000,000 | 600,000,000 | ||
Secured Debt | Revolving Credit Facility Due August 2024 | ||||
Debt Instrument [Line Items] | ||||
Remaining capacity available under accounts receivable financing agreement | 583,300,000 | 583,300,000 | ||
Secured Debt | Revolving Credit Facility Due August 2024 | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity under accounts receivable financing agreement | 150,000,000 | 150,000,000 | ||
Outstanding borrowings | $ 16,700,000 | $ 16,700,000 |
Long-Term Debt Obligations - Ac
Long-Term Debt Obligations - Accounts Receivable Financing Agreement (Details) - USD ($) | Jan. 28, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jan. 27, 2021 |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 2,863,620,000 | |||
Accounts receivable financing agreement due October 2022 | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, decrease, forgiveness | $ 65,000,000 | |||
Accounts receivable financing agreement due October 2022 | Secured Debt | Accounts Receivable Securitization | Subsidiaries | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity under accounts receivable financing agreement | $ 365,000,000 | $ 300,000,000 | ||
Accounts receivable financing agreement due October 2022 | Secured Debt | Accounts Receivable Securitization | Subsidiaries | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Accounts receivable financing agreement due September 2021 | Secured Debt | Accounts Receivable Securitization | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 365,000,000 | |||
Accounts receivable financing agreement due September 2021 | Secured Debt | Accounts Receivable Securitization | Subsidiaries | ||||
Debt Instrument [Line Items] | ||||
Remaining capacity available under accounts receivable financing agreement | $ 0 |
Long-Term Debt Obligations - Co
Long-Term Debt Obligations - Contractual Maturities of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Principal | ||
2022 | $ 385,856 | |
2023 | 125,875 | |
2024 | 1,764,262 | |
2026 and thereafter | 600,000 | |
Less: Unamortized deferred issuance costs | (9,282) | $ (12,716) |
Less: Term loan original issuance discount | (3,091) | $ (3,500) |
Total | $ 2,863,620 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2018 | |
Derivative [Line Items] | ||||||
Foreign Currency Forward Gain, Realized | $ (570) | $ (3,045) | $ (1,762) | $ 2,051 | ||
Interest Rate Swap, expiring June 30, 2021 | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 1,010,000 | |||||
Interest Rate Swap, expiring March 31, 2023 | ||||||
Derivative [Line Items] | ||||||
Notional amount | 1,420,000 | 1,420,000 | $ 549,200 | |||
Foreign Exchange Forward | ||||||
Derivative [Line Items] | ||||||
Notional amount | 65,000 | 65,000 | ||||
Foreign Currency Forward Gain, Realized | $ 400 | $ 1,500 |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Hedging Instruments on Consolidated Balance Sheets (Details) - Interest Rate Swap - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $ 8,363 | $ 22,617 |
Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset - current | 6,212 | 17,045 |
Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - non-current | $ 2,151 | $ 5,572 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Trading securities | $ 24,802 | $ 22,950 |
Total assets | 33,875 | 31,615 |
Liabilities: | ||
Derivative instruments | 8,363 | 22,617 |
Contingent obligations related to acquisitions | 995 | 6,793 |
Total liabilities | 9,358 | 29,410 |
Partnership Interest | ||
Assets: | ||
Partnership interest | 9,073 | 8,665 |
Level 1 | ||
Assets: | ||
Trading securities | 24,802 | 22,950 |
Total assets | 24,802 | 22,950 |
Level 2 | ||
Liabilities: | ||
Derivative instruments | 8,363 | 22,617 |
Total liabilities | 8,363 | 22,617 |
Level 3 | ||
Liabilities: | ||
Contingent obligations related to acquisitions | 995 | 6,793 |
Total liabilities | 995 | 6,793 |
Investments Measured at Net Asset Value | ||
Assets: | ||
Total assets | 9,073 | 8,665 |
Investments Measured at Net Asset Value | Partnership Interest | ||
Assets: | ||
Partnership interest | $ 9,073 | $ 8,665 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)EquityFund | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Commitment to invest a limited partner in private equity funds | $ 21.5 |
Remaining unfunded commitment | $ 14.1 |
Number of private equity funds | EquityFund | 2 |
Healthcare and Life Sciences Industry | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Minority interest ownership percentage | 3.00% |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Changes in the Carrying Amount of Contingent Consideration (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at Beginning of period | $ 6,793 |
Additions | 1,008 |
Changes in fair value recognized in earnings | (610) |
Payments | (6,196) |
Balance at End of period | $ 995 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets transferred from level 1 to level 2 | $ 0 | |
Fair value assets transferred from level 2 to level 1 | 0 | |
Fair value liabilities transferred from level 1 to level 2 | 0 | |
Fair value liabilities transferred from level 2 to level 1 | 0 | |
Fair value assets transferred into level 3 | 0 | |
Fair value assets transferred out of level 3 | 0 | |
Fair value liabilities transferred into level 3 | 0 | |
Fair value liabilities transferred out of level 3 | 0 | |
Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Goodwill and identifiable intangible assets | $ 5,650,000 | $ 5,710,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Term Loan A - Tranche One Due March 2024 | Secured Debt | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | $ 173,571 | $ 183,320 |
Term Loan A - Tranche One Due March 2024 | Secured Debt | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 173,635 | 183,026 |
Term Loan A - Tranche Two Due August 2024 | Secured Debt | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | 1,734,331 | 1,271,255 |
Term Loan A - Tranche Two Due August 2024 | Secured Debt | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 1,741,484 | 1,269,213 |
Term Loan B due August 2024 | Secured Debt | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | 560,194 | |
Term Loan B due August 2024 | Secured Debt | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 560,144 | |
Senior Unsecured Notes Due January 2029 | Unsecured Debt | Reported Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying value | 600,000 | 600,000 |
Senior Unsecured Notes Due January 2029 | Unsecured Debt | Estimate of Fair Value Measurement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 598,500 | $ 602,412 |
Restructuring and Other Costs -
Restructuring and Other Costs - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | $ 3,966 | $ 8,171 | $ 11,194 | $ 16,891 |
Employee severance and benefit costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | 2,084 | 7,647 | 8,377 | 15,268 |
Facility and lease termination costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | $ 1,882 | 375 | 2,770 | 1,108 |
Other costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring and other costs | $ 149 | $ 47 | $ 515 |
Restructuring and Other Costs_2
Restructuring and Other Costs - Liabilities Associated with Restructuring and Other Costs (Details) - Business Restructuring Reserves $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Restructuring Reserve | |
Balance at the beginning of the period | $ 5,830 |
Expenses incurred | 8,424 |
Payments | (10,877) |
Balance at the end of the period | 3,377 |
Business exit costs and (gain) loss on termination of lease | 2,800 |
Employee severance and benefit costs | |
Restructuring Reserve | |
Balance at the beginning of the period | 5,830 |
Expenses incurred | 8,425 |
Payments | (10,878) |
Balance at the end of the period | 3,377 |
Other costs | |
Restructuring Reserve | |
Expenses incurred | (1) |
Payments | $ 1 |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Common Stock Outstanding (Details) - Common Stock - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock shares, beginning balance | 104,226,000 | 104,161,000 | 103,935,000 | 103,866,000 |
Repurchases of common stock | (900,000) | (1,500,000) | (600,000) | |
Issuances of common stock | 147,000 | 75,000 | 1,038,000 | 970,000 |
Common stock shares, ending balance | 103,473,000 | 104,236,000 | 103,473,000 | 104,236,000 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 17, 2020 | |
Class of Stock [Line Items] | ||||||
Common stock par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Repurchase Program 2021, Authorized Amount | $ 300 | |||||
Common stock par value (USD per share) | $ 0.01 | |||||
Stock repurchased during period, shares | 1,500,000 | |||||
Stock repurchased during period, value | $ 117.5 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock repurchased during period, shares | 500,000 | 400,000 | 600,000 | 1,500,000 | ||
Stock repurchase program, remaining authorization to repurchase | $ 182.5 | $ 182.5 |
Shareholders' Equity - Repurcha
Shareholders' Equity - Repurchase Activity (Details) - Common Stock - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Class of Stock [Line Items] | ||||
Stock repurchased (in shares) | 500,000 | 400,000 | 600,000 | 1,500,000 |
Stock repurchased, average price paid per share (USD per share) | $ 81.20 | $ 81.04 | $ 74.18 | |
Stock repurchase program, shares purchased, value | $ 40,600 | $ 32,416 | $ 44,505 | $ 117,521 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income | $ 41,905 | $ 3,911 | $ 80,629 | $ 37,485 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Basic weighted average common shares outstanding (in shares) | 103,937 | 104,198 | 104,105 | 104,232 |
Effect of dilutive securities: | ||||
Stock options and other awards under deferred share-based compensation programs (in shares) | 1,082 | 1,021 | 1,133 | 1,198 |
Diluted weighted average common shares outstanding (in shares) | 105,019 | 105,219 | 105,238 | 105,430 |
Earnings per share: | ||||
Basic (USD per share) | $ 0.40 | $ 0.04 | $ 0.77 | $ 0.36 |
Diluted (USD per share) | $ 0.40 | $ 0.04 | $ 0.77 | $ 0.36 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Anti-dillutive shares outstanding excluded from the computation of diluted earnings per share | 143,958 | 1,051,560 | 155,062 | 981,239 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||||
Income tax expense | $ 9,134 | $ 3,737 | $ 17,421 | $ 11,938 | |
Income before provision for income taxes | 51,039 | 7,648 | 98,050 | 49,423 | |
Discrete tax benefits (expense) | $ 2,200 | $ (1,600) | $ 5,800 | $ 5,500 | |
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Gross unrecognized tax benefits | $ 9,600 | $ 9,600 | $ 9,000 | ||
Decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations | 0 | ||||
Foreign Jurisdictions | |||||
Income Tax Contingency [Line Items] | |||||
Increase in unrecognized tax benefit in foreign jurisdictions | $ 600 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Unsatisfied performance obligations under contracts with a contract term greater than one year | $ 7,150 | $ 7,150 |
Revenue recognized, included in contract liabilities balance at beginning of period | 393.6 | 526.3 |
Increase (decrease) in revenue recognized, allocated to performance obligation partially satisfied in previous periods | $ 5.8 | $ 32.6 |
Minimum [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Contract term | 1 year | |
Maximum [Member] | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Contract term | 5 years |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Segment | Jun. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Revenue | $ 1,282,611 | $ 1,013,399 | $ 2,491,356 | $ 2,176,754 |
Direct costs (exclusive of depreciation and amortization) | 992,581 | 805,892 | 1,937,831 | 1,729,906 |
Selling, general, and administrative expenses | 144,669 | 108,344 | 281,983 | 233,891 |
Operating income (loss) | 83,684 | 34,971 | 144,699 | 83,938 |
Restructuring and other costs | 3,966 | 8,171 | 11,194 | 16,891 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Direct costs (exclusive of depreciation and amortization) | 984,454 | 797,786 | 1,920,609 | 1,713,618 |
Selling, general, and administrative expenses | 109,621 | 83,595 | 218,124 | 182,549 |
Operating income (loss) | 188,536 | 132,018 | 352,623 | 280,587 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Selling, general, and administrative expenses | 26,736 | 16,680 | 47,289 | 35,457 |
Restructuring and other costs | 3,966 | 8,171 | 11,194 | 16,891 |
Depreciation and amortization | 57,711 | 56,021 | 115,649 | 112,128 |
Corporate | Direct costs | ||||
Segment Reporting Information [Line Items] | ||||
Share-based compensation expense | 8,127 | 8,106 | 17,222 | 16,288 |
Corporate | Selling, general, and administrative expenses | ||||
Segment Reporting Information [Line Items] | ||||
Share-based compensation expense | 8,312 | 8,069 | 16,570 | 15,885 |
Clinical Solutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 991,142 | 755,822 | 1,929,096 | 1,638,323 |
Direct costs (exclusive of depreciation and amortization) | 750,810 | 597,486 | 1,466,923 | 1,279,660 |
Selling, general, and administrative expenses | 89,303 | 64,609 | 176,835 | 140,953 |
Operating income (loss) | 151,029 | 93,727 | 285,338 | 217,710 |
Commercial Solutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 291,469 | 257,577 | 562,260 | 538,431 |
Direct costs (exclusive of depreciation and amortization) | 233,644 | 200,300 | 453,686 | 433,958 |
Selling, general, and administrative expenses | 20,318 | 18,986 | 41,289 | 41,596 |
Operating income (loss) | $ 37,507 | $ 38,291 | $ 67,285 | $ 62,877 |
Operations by Geographic Loca_3
Operations by Geographic Location - Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues by Geographic Location | ||||
Revenue | $ 1,282,611 | $ 1,013,399 | $ 2,491,356 | $ 2,176,754 |
North America | ||||
Revenues by Geographic Location | ||||
Revenue | 774,228 | 638,564 | 1,513,229 | 1,391,609 |
Europe, Middle East, and Africa | ||||
Revenues by Geographic Location | ||||
Revenue | 328,895 | 242,326 | 645,071 | 510,348 |
Asia-Pacific | ||||
Revenues by Geographic Location | ||||
Revenue | 144,233 | 110,186 | 270,690 | 227,239 |
Latin America | ||||
Revenues by Geographic Location | ||||
Revenue | 35,255 | 22,323 | 62,366 | 47,558 |
United States | ||||
Revenues by Geographic Location | ||||
Revenue | $ 722,800 | $ 608,700 | $ 1,416,700 | $ 1,322,200 |
United States | Geographic Concentration Risk | Net Service Revenue | ||||
Revenues by Geographic Location | ||||
Concentration risk percentage | 56.40% | 60.10% | 56.90% | 60.70% |
Operations by Geographic Loca_4
Operations by Geographic Location - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | $ 203,988 | $ 216,200 |
North America | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 150,296 | 161,531 |
Europe, Middle East, and Africa | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 37,239 | 38,745 |
Asia-Pacific | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 10,694 | 11,167 |
Latin America | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 5,759 | 4,757 |
United States | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | $ 144,500 | $ 156,000 |
Concentration of Credit Risk -
Concentration of Credit Risk - Narrative (Details) - Customer Concentration Risk - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Net Service Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | |||
Foreign Subsidiaries [Member] | |||||
Concentration Risk [Line Items] | |||||
Cash and cash equivalents | $ 145 | $ 145 | $ 50.7 | ||
Percentage of cash and cash equivalents balance | 56.00% | 56.00% | 19.00% |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
May 31, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)Customer | Jun. 30, 2020USD ($) | |
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 1,200 | $ 1,900 | $ 0 | |
Number of counterparties | Customer | 2 | |||
Professional services expenses from transaction with related party | 700 | $ 1,400 | ||
Potential future cash consideration, in exchange of sale of company's contingent staffing business to related party | 597 | $ 3,943 | ||
Contingent consideration in other expense (income), | $ 1,800 | |||
Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Potential future cash consideration, in exchange of sale of company's contingent staffing business to related party | $ 4,000 | |||
Board of Directors | ||||
Related Party Transaction [Line Items] | ||||
Receivables from related party | $ 1,600 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Jan. 30, 2018numberOfAction | Dec. 01, 2017numberOfAction | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to acquisitions | $ | $ 995 | $ 6,793 | |||
InVentiv Merger | Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to acquisitions | $ | $ 6,200 | $ 6,800 | |||
Pending Litigation | Bermudez and Vaitkuviene Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of actions taken by plaintiff | numberOfAction | 2 | ||||
Number of plaintiffs | numberOfAction | 2 |