Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
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 | 104,169,107 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | SYNH | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-36730 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3403111 | |
Entity Address, Address Line One | 1030 Sync Street | |
Entity Address, City or Town | Morrisville | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27560-5468 | |
City Area Code | 919 | |
Local Phone Number | 876-9300 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 1,163,355 | $ 1,119,006 |
Costs and operating expenses: | ||
Direct costs (exclusive of depreciation and amortization) | 924,014 | 886,802 |
Selling, general, and administrative expenses | 117,970 | 113,117 |
Restructuring and other costs | 8,720 | 14,413 |
Transaction and integration-related expenses | 7,577 | 16,658 |
Depreciation | 17,225 | 19,571 |
Amortization | 38,882 | 41,629 |
Total operating expenses | 1,114,388 | 1,092,190 |
Income from operations | 48,967 | 26,816 |
Other (income) expense, net: | ||
Interest income | (336) | (1,502) |
Interest expense | 26,458 | 34,630 |
Loss on extinguishment of debt | 0 | 4,355 |
Other (income) expense, net | (18,930) | 8,921 |
Total other expense, net | 7,192 | 46,404 |
Income (loss) before provision for income taxes | 41,775 | (19,588) |
Income tax expense | 8,201 | 10,416 |
Net income (loss) | $ 33,574 | $ (30,004) |
Earnings (loss) per share: | ||
Basic (USD per share) | $ 0.32 | $ (0.29) |
Diluted (USD per share) | $ 0.32 | $ (0.29) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 104,265 | 103,365 |
Diluted (in shares) | 105,642 | 103,365 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 33,574 | $ (30,004) |
Unrealized loss on derivative instruments, net of income tax benefit of $(6,639) and $(95), respectively | (10,730) | (4,216) |
Foreign currency translation adjustments, net of income tax expense of $0 and $0, respectively | (48,788) | 20,604 |
Comprehensive loss | $ (25,944) | $ (13,616) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Income tax benefit related to unrealized loss on derivative instruments recorded in other comprehensive loss | $ (6,639) | |
Income tax benefit related to unrealized loss on derivative instruments recorded in other comprehensive loss | $ (95) | |
Other comprehensive income (loss), foreign currency translation adjustment, tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 335,960 | $ 163,689 |
Accounts receivable and unbilled services, net | 1,340,648 | 1,303,641 |
Prepaid expenses and other current assets | 97,929 | 94,834 |
Total current assets | 1,774,537 | 1,562,164 |
Property and equipment, net | 195,620 | 203,926 |
Operating lease right-of-use assets | 218,437 | 218,531 |
Goodwill | 4,323,436 | 4,350,380 |
Intangible assets, net | 925,389 | 973,081 |
Deferred income tax assets | 34,239 | 37,012 |
Other long-term assets | 118,634 | 108,701 |
Total assets | 7,590,292 | 7,453,795 |
Current liabilities: | ||
Accounts payable | 112,312 | 136,686 |
Accrued expenses | 504,351 | 568,911 |
Deferred revenue | 689,672 | 696,907 |
Current portion of operating lease obligations | 40,130 | 38,055 |
Current portion of finance lease obligations | 17,044 | |
Current portion of finance lease obligations | 17,777 | |
Current portion of long-term debt | 77,500 | 58,125 |
Total current liabilities | 1,441,009 | 1,516,461 |
Long-term debt | 2,831,722 | 2,550,395 |
Operating lease long-term obligations | 215,375 | 218,343 |
Finance lease long-term obligations | 32,077 | |
Finance lease long-term obligations | 36,914 | |
Deferred income tax liabilities | 8,989 | 11,101 |
Other long-term liabilities | 83,198 | 90,927 |
Total liabilities | 4,612,370 | 4,424,141 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value; 30,000 shares authorized, 0 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.01 par value; 600,000 shares authorized, 104,161 and 103,866 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 1,042 | 1,039 |
Additional paid-in capital | 3,430,740 | 3,441,471 |
Accumulated other comprehensive loss, net of taxes | (131,111) | (71,593) |
Accumulated deficit | (322,749) | (341,263) |
Total shareholders' equity | 2,977,922 | 3,029,654 |
Total liabilities and shareholders' equity | $ 7,590,292 | $ 7,453,795 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock shares authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock shares issued (in shares) | 104,161,000 | 103,866,000 |
Common stock shares outstanding (in shares) | 104,161,000 | 103,866,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 33,574 | $ (30,004) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 56,107 | 61,200 |
Share-based compensation | 15,998 | 14,267 |
Provision for doubtful accounts | 271 | 1,302 |
Provision for deferred income taxes | 8,159 | 1,544 |
Foreign currency transaction gains | (15,019) | (77) |
Fair value adjustment of contingent obligations | (4,095) | 724 |
Loss on extinguishment of debt | 0 | 4,355 |
Other non-cash items | 1,104 | (643) |
Changes in operating assets and liabilities: | ||
Accounts receivable, unbilled services, and deferred revenue | (53,078) | (25,471) |
Accounts payable and accrued expenses | (66,426) | (26,682) |
Other assets and liabilities | (15,202) | (13,821) |
Net cash used in operating activities | (38,607) | (13,306) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (11,870) | (11,445) |
Investments in unconsolidated affiliates | (6,750) | 0 |
Net cash used in investing activities | (18,620) | (11,445) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt, net of discount | 0 | 183,195 |
Payments of debt financing costs | 0 | (184) |
Repayments of long-term debt | 0 | (216,136) |
Proceeds from accounts receivable financing agreement | 6,600 | 26,500 |
Repayments of accounts receivable financing agreement | (6,600) | 0 |
Proceeds from revolving line of credit | 300,000 | 0 |
Payments of contingent consideration related to business combinations | (26,592) | (8) |
Payments of finance leases | (4,674) | |
Payments of finance leases | (1,274) | |
Payments for repurchases of common stock | (32,029) | (26,616) |
Proceeds from exercises of stock options | 12,358 | 19,724 |
Payments related to tax withholdings for share-based compensation | (19,145) | (11,539) |
Net cash provided by (used in) financing activities | 229,918 | (26,338) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (420) | 3,078 |
Net change in cash, cash equivalents, and restricted cash | 172,271 | (48,011) |
Cash, cash equivalents, and restricted cash - beginning of period | 163,689 | 155,932 |
Cash, cash equivalents, and restricted cash - end of period | $ 335,960 | $ 107,921 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Impact from adoption of ASU | ASU 2016-13 | $ 0 | $ 0 | |||
Adjusted beginning balance | 2,856,144 | ||||
Balance at beginning of period at Dec. 31, 2018 | 2,856,144 | $ 1,034 | $ 3,402,638 | $ (88,195) | (459,333) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Repurchases of common stock | (7) | (22,132) | (4,477) | ||
Issuances of common stock | 11 | 8,180 | |||
Share-based compensation | 14,267 | ||||
Unrealized loss on derivative instruments, net of taxes | (4,216) | ||||
Foreign currency translation adjustment, net of taxes | 20,604 | 20,604 | |||
Net income (loss) | (30,004) | (30,004) | |||
Balance at end of period at Mar. 31, 2019 | 2,838,370 | 1,038 | 3,402,953 | (71,807) | (493,814) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjusted beginning balance | (459,333) | ||||
Impact from adoption of ASU | ASU 2016-13 | (2,771) | (2,771) | |||
Adjusted beginning balance | 3,026,883 | ||||
Balance at beginning of period at Dec. 31, 2019 | 3,029,654 | 1,039 | 3,441,471 | (71,593) | (341,263) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Repurchases of common stock | (6) | (19,734) | (12,289) | ||
Issuances of common stock | 9 | (6,995) | |||
Share-based compensation | 15,998 | ||||
Unrealized loss on derivative instruments, net of taxes | (10,730) | ||||
Foreign currency translation adjustment, net of taxes | (48,788) | (48,788) | |||
Net income (loss) | 33,574 | ||||
Balance at end 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] | |||||
Adjusted beginning balance | $ (344,034) |
Basis of Presentation and Chang
Basis of Presentation and Changes in Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Changes in Significant Accounting Policies | Basis of Presentation and Changes in Significant Accounting Policies 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-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, 2019, filed with the Securities and Exchange Commission (“SEC”) on February 20, 2020. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020 or any other future period. The unaudited condensed consolidated balance sheet at December 31, 2019 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, 2019. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus 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, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three months ended March 31, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13 ("ASU 2016-13"), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to modify the impairment model to utilize an expected loss methodology in place of the previous incurred loss methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 on January 1, 2020, and recorded the impact of the adoption through a cumulative-effect adjustment to accumulated deficit. Results for reporting periods beginning on January 1, 2020 are presented under ASU No. 2016-13, while prior period amounts continue to be reported and disclosed in accordance with the Company's historical accounting treatment. Adoption of the new standard resulted in the recording of additional allowance for doubtful accounts of approximately $2.8 million as of January 1, 2020. |
Financial Statement Details
Financial Statement Details | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | 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. 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. 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. 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): March 31, 2020 December 31, 2019 Accounts receivable billed $ 771,925 $ 787,652 Accounts receivable unbilled 447,886 372,109 Contract assets 128,769 149,261 Less: Allowance for doubtful accounts (7,932) (5,381) Accounts receivable and unbilled services, net $ 1,340,648 $ 1,303,641 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 three months ended March 31, 2020 and 2019, the Company factored $36.2 million and $73.8 million, respectively, of trade accounts receivable on a non-recourse basis and received $36.0 million and $73.2 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 three months ended March 31, 2020 were as follows (in thousands): Clinical Commercial Total Balance as of January 1, 2020 $ 2,784,952 $ 1,565,428 $ 4,350,380 Impact of foreign currency translation (20,197) (6,747) (26,944) Balance as of March 31, 2020 $ 2,764,755 $ 1,558,681 $ 4,323,436 (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 three months ended March 31, 2020. (b) Accumulated impairment losses of $8.0 million associated with the Commercial Solutions segment were recorded prior to 2015 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the three months ended March 31, 2020. During the three months ended March 31, 2020, the Company evaluated whether a triggering event had occurred because of the broad impacts of the COVID-19 pandemic. The Company expects the COVID-19 pandemic will negatively impact its full year 2020 results of operations. However, at this time, the Company does not believe there has been a significant change in the long-term fundamentals of its business. The Company has concluded a triggering event did not occur during the three months ended March 31, 2020, and, as a result, no interim impairment testing was required. The Company will continue to evaluate the impacts of the COVID-19 pandemic on its business. Depending on the extent to which future developments negatively impact the Company's results of operations and financial outlook, an interim impairment test may be required in the future. Transaction and Integration-Related Expenses Transaction and integration-related expenses consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Professional fees $ 10,123 $ 12,846 Debt modification and related expenses — 2,241 Integration and personnel retention-related costs 1,549 847 Fair value adjustments to contingent obligations (4,095) 724 Total transaction and integration-related expenses $ 7,577 $ 16,658 Accumulated Other Comprehensive Loss, Net of Taxes Accumulated other comprehensive loss, net of taxes, consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Beginning balance $ (71,593) $ (88,195) Foreign currency translation: Beginning balance (56,757) (80,955) Other comprehensive (loss) income before reclassifications (48,788) 20,604 Ending balance (105,545) (60,351) Derivative instruments: Beginning balance (14,836) (7,240) Other comprehensive loss before reclassifications (12,510) (3,729) Reclassification adjustments 1,780 487 Ending balance (25,566) (11,456) Accumulated other comprehensive loss, net of taxes $ (131,111) $ (71,807) Changes in accumulated other comprehensive loss consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Foreign currency translation adjustments: Foreign currency translation adjustments, net of taxes $ (48,788) $ 20,604 Unrealized loss on derivative instruments: Unrealized loss during period, before taxes (19,783) (3,805) Income tax benefit (7,273) (76) Unrealized loss during period, net of taxes (12,510) (3,729) Reclassification adjustment, before taxes 2,414 506 Income tax expense 634 19 Reclassification adjustment, net of taxes 1,780 487 Total unrealized loss on derivative instruments, net of taxes (10,730) (4,216) Total other comprehensive (loss) income, net of taxes $ (59,518) $ 16,388 Other (Income) Expense, Net Other (income) expense, net consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Net realized foreign currency (gain) loss $ (5,096) $ 8,406 Net unrealized foreign currency gain (15,019) (77) Other, net 1,185 592 Total other (income) expense, net $ (18,930) $ 8,921 |
Long-Term Debt Obligations
Long-Term Debt Obligations | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Obligations | Long-Term Debt Obligations The Company’s debt obligations consisted of the following (in thousands): March 31, 2020 December 31, 2019 Term Loan A due March 2024 $ 1,550,000 $ 1,550,000 Term Loan B due August 2024 795,564 795,564 Revolving credit facility due March 2024 300,000 — Accounts receivable financing agreement due September 2021 275,000 275,000 Total debt obligations 2,920,564 2,620,564 Less: Term loan original issuance discount (4,620) (4,928) Less: Unamortized deferred issuance costs (6,722) (7,116) Less: Current portion of debt (77,500) (58,125) Total debt obligations, non-current portion $ 2,831,722 $ 2,550,395 The Company is party to a credit agreement (as amended, the "Credit Agreement") for: (i) a $1.55 billion Term Loan A facility that matures on March 26, 2024 ("Term Loan A”); (ii) a $1.60 billion Term Loan B facility that matures on August 1, 2024 (“Term Loan B”); and (iii) a $600.0 million revolving credit facility (the “Revolver”) that matures on March 26, 2024. During the three months ended March 31, 2020, the Company did not make any voluntary prepayments against Term Loan B. As a result of previous voluntary prepayments, the Company is not required to make a mandatory payment against the Term Loan B principal balance until maturity in August 2024. Additionally, during the three months ended March 31, 2020, the Company was not required to make mandatory principal payments towards Term Loan A. In March 2020, the Company drew $300.0 million on the Revolver. Letters of Credit The Revolver includes letters of credit ("LOCs") with a sublimit of $150.0 million. As of March 31, 2020, there were $300.0 million outstanding Revolver borrowings and $19.2 million of LOCs outstanding, leaving $280.8 million available borrowings under the Revolver. The lease agreement for the corporate headquarters in Morrisville, North Carolina includes a provision that may 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). As of March 31, 2020 (and through the date of this filing), the Company’s debt rating was such that no LOC is currently required. Any required LOCs could be issued under the Company’s Revolver, and, if issued under the Revolver, would reduce its available borrowing capacity by the same amount accordingly. Accounts Receivable Financing Agreement The Company has an accounts receivable financing agreement ( as amended) with a termination date of September 30, 2021, unless terminated earlier pursuant to its terms. Under this agreement, certain of the Company’s consolidated subsidiaries sell accounts receivable and unbilled services (including contract assets) balances to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”). The Company has guaranteed the performance of the obligations of existing and future subsidiaries that sell and service the accounts receivable under this agreement. The available borrowing capacity varies monthly according to the levels of the Company’s eligible billed and unbilled services (including contract assets). Loans under this agreement will accrue interest at a reserve-adjusted LIBOR rate or a base rate equal to the higher of (i) the applicable lender’s prime rate and (ii) the federal funds rate plus 0.50%. The Company may prepay loans upon one As of March 31, 2020, the Company had $275.0 million of outstanding borrowings under the accounts receivable financing agreement, which are recorded in long-term debt on the accompanying unaudited condensed consolidated balance sheet. There was no remaining borrowing capacity under this agreement as of March 31, 2020. As of March 31, 2020, the contractual maturities of the Company’s debt obligations (excluding leases) were as follows (in thousands): Principal Interest (a) 2020 $ 58,125 $ 107,636 2021 381,562 107,425 2022 145,313 97,104 2023 155,000 90,828 2024 2,180,564 30,208 Less: Deferred issuance costs (6,722) Less: Term loan original issuance discount (4,620) Total $ 2,909,222 $ 433,201 (a) The interest payments on long-term debt in the above table are based on interest rates in effect as of March 31, 2020. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company has entered into various interest rate swaps to mitigate its exposure to changes in interest rates on its term loans . In May 2016, the Company entered into interest rate swaps that had an initial notional value of $300.0 million and became effective on June 30, 2016. A portion of the interest rate swaps expired on June 30, 2018, and the remainder will expire on May 14, 2020. As of March 31, 2020, the remaining notional value of these interest rate swaps was $100.0 million. In June 2018, the Company entered into interest rate swaps with multiple counterparties. The first interest rate swap had an aggregate notional value of $1.22 billion, began accruing interest on June 29, 2018, and expired on December 31, 2018. The second interest rate swap had an initial aggregate notional value of $1.01 billion, an effective date of December 31, 2018, and will expire on June 30, 2021. As of March 31, 2020, the remaining notional value of this interest rate swap was $940.3 million. In March 2020, the Company entered into interest rate swaps with multiple counterparties. The interest rate swaps had an initial aggregate notional value of $549.2 million, increasing to $1.42 billion in 2021, an effective date of March 31, 2020, and will expire on March 31, 2023. 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 March 31, 2020 December 31, 2019 Interest rate swaps - current Prepaid expenses and other current assets $ — $ 155 Fair value of derivative assets $ — $ 155 Interest rate swaps - current Accrued expenses $ 24,770 $ 11,358 Interest rate swaps - non-current Other long-term liabilities 9,898 6,095 Fair value of derivative liabilities $ 34,668 $ 17,453 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Carried at Fair Value As of March 31, 2020 and December 31, 2019, the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, trading securities, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, contingent obligations, liabilities under the accounts receivable financing agreement, and derivative instruments. The fair values of cash and cash equivalents, restricted cash, accounts receivable, unbilled services (including contract assets), accounts payable, accrued expenses, deferred revenue, and the liabilities under the accounts receivable financing agreement approximate their respective carrying amounts because of the liquidity and short-term nature of these financial instruments. Financial Instruments Subject to Recurring Fair Value Measurements As of March 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 Total Assets: Trading securities (a) $ 18,081 $ — $ — $ — $ 18,081 Partnership interest (b) — — — 7,226 7,226 Total assets $ 18,081 $ — $ — $ 7,226 $ 25,307 Liabilities: Derivative instruments (c) $ — $ 34,668 $ — $ — $ 34,668 Contingent obligations related to business combinations (d) — — 6,380 — 6,380 Total liabilities $ — $ 34,668 $ 6,380 $ — $ 41,048 As of December 31, 2019, 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 Total Assets: Trading securities (a) $ 21,552 $ — $ — $ — $ 21,552 Partnership interest (b) — — — 7,226 7,226 Derivative instruments (c) — 155 — — 155 Total assets $ 21,552 $ 155 $ — $ 7,226 $ 28,933 Liabilities: Derivative instruments (c) $ — $ 17,453 $ — $ — $ 17,453 Contingent obligations related to business combinations (d) — — 37,324 — 37,324 Total liabilities $ — $ 17,453 $ 37,324 $ — $ 54,777 (a) Represents fair value of investments in mutual funds based on quoted market prices that 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 March 31, 2020, the Company’s remaining unfunded commitment in the private equity funds was $14.6 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 4 - Derivatives" for further information). (d) Represents the fair value of contingent consideration obligations related to business combinations. The fair value 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 three months ended March 31, 2020 (in thousands): Balance as of December 31, 2019 $ 37,324 Additions — Changes in fair value recognized in earnings (4,352) Payments (26,592) Balance as of March 31, 2020 $ 6,380 During the three months ended March 31, 2020, 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 March 31, 2020 and December 31, 2019, assets carried on the condensed consolidated balance sheets and not remeasured to fair value on a recurring basis totaled $5.25 billion and $5.32 billion, respectively. Fair Value Disclosures for Financial Instruments Not Carried at Fair Value The estimated fair values of the outstanding term loans are determined based on quoted market prices. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair values of the Company’s outstanding term loans were as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value (a) Estimated Fair Value Carrying Value (a) Estimated Fair Value Term Loan A due March 2024 $ 1,545,997 $ 1,443,750 $ 1,545,721 $ 1,550,000 Term Loan B due August 2024 794,947 775,675 794,915 795,564 (a) The carrying value of the term loan debt is shown net of original issue debt discounts. |
Restructuring and Other Costs
Restructuring and Other Costs | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Costs | Restructuring and Other Costs Merger-Related Restructuring During 2017, in connection with the merger (the "Merger") with Double Eagle Parent, Inc. ("inVentiv"), the parent company of inVentiv Health, Inc., the Company established a restructuring plan to eliminate redundant positions and reduce its facility footprint worldwide. The Company expects to continue the ongoing evaluations of its workforce and facilities infrastructure needs in an effort to optimize its resources. During the three months ended March 31, 2020, the Company recognized approximately $1.0 million of employee severance and benefits related costs and $0.6 million of facility closure and lease termination costs. The Company expects to continue to incur costs related to restructuring of its operations in order to achieve targeted synergies. However, the timing and the amount of these costs depend on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of its combined operations. Non Merger-Related Restructuring and Other Costs During the three months ended March 31, 2020, the Company recognized approximately $6.6 million of employee severance and benefits related costs, $0.1 million of facility closure and lease termination costs, and $0.4 million of other costs in its continued efforts to optimize its resources worldwide. Additionally, the Company expects to incur incremental restructuring and other costs related to its cost savings initiatives in response to the COVID-19 pandemic. Accrued Restructuring Liabilities The following table summarizes activity related to the liabilities associated with restructuring and other costs during the three months ended March 31, 2020 (in thousands): Employee Other Costs Total Balance as of December 31, 2019 $ 5,728 $ 22 $ 5,750 Expenses incurred (a) 7,621 366 7,987 Cash payments made (9,034) (366) (9,400) Balance as of March 31, 2020 $ 4,315 $ 22 $ 4,337 (a) The amount of expenses incurred for the three months ended March 31, 2020 excludes $0.7 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
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Shares Outstanding Shares of common stock outstanding were as follows (in thousands): Three Months Ended March 31, 2020 2019 Common stock shares, beginning balance 103,866 103,372 Repurchases of common stock (600) (673) Issuances of common stock 895 1,054 Common stock shares, ending balance 104,161 103,753 Stock Repurchase Program On February 26, 2018, the Company’s Board of Directors (the "Board") authorized the repurchase of up to an aggregate of $250.0 million of the Company’s common stock to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades, or through privately negotiated transactions (the "stock repurchase program”). On December 5, 2019, the Board increased the dollar amount authorized under the stock repurchase program to up to an aggregate of $300.0 million and extended the term of the stock repurchase program to December 31, 2020. The Company intends to use cash on hand and future operating cash flow to fund the stock repurchase program. 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 requirements for cash, 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. The following table sets forth repurchase activity under the stock repurchase program from inception through March 31, 2020: Total number of shares purchased Average price Approximate dollar value of shares purchased (in thousands) March 2018 948,100 $ 39.55 $ 37,493 April 2018 1,024,400 36.60 37,492 January 2019 552,100 39.16 21,623 February 2019 120,600 41.40 4,993 June 2019 509,100 45.29 23,055 August 2019 141,100 49.93 7,045 March 2020 600,000 53.38 32,029 Total 3,895,400 $ 163,730 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 March 31, 2020, the Company had remaining authorization to repurchase up to approximately $136.3 million of shares of its common stock under the stock repurchase program. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator: Net income (loss) $ 33,574 $ (30,004) Denominator: Basic weighted average common shares outstanding 104,265 103,365 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,377 — Diluted weighted average common shares outstanding 105,642 103,365 Earnings (loss) per share: Basic $ 0.32 $ (0.29) Diluted $ 0.32 $ (0.29) Potential common shares outstanding that are considered anti-dilutive are excluded from the computation of diluted earnings (loss) 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 (loss) per share, weighted for the portion of the period they were outstanding were as follows (in thousands): Three Months Ended March 31, 2020 2019 Anti-dilutive stock options and other awards 911 294 Anti-dilutive stock options and other awards under share-based compensation programs excluded based on reporting a net loss for the period — 1,438 Total common stock equivalents excluded from diluted earnings (loss) per share 911 1,732 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Expense For the three months ended March 31, 2020, the Company recorded income tax expense of $8.2 million , compared to pre-tax income of $41.8 million. Income tax expense for the three months ended March 31, 2020 included $7.1 million of discrete tax benefits primarily related to excess tax benefits from stock-based compensation and the benefit from foreign tax credits related to prior years that were quantified or claimed on amended returns during the period. The effective tax rate for the three months ended March 31, 2020, excluding discrete items, varied from the United States federal statutory income tax rate of 21.0% primarily d ue to foreign income inclusions such as the Global Intangible Low-Taxed Income provisions ("GILTI"), state and local taxes on United States income, and research and general business credits. For the three months ended March 31, 2019, the Company recorded income tax expense of $10.4 million, compared to a pre-tax loss of $19.6 million. The effective tax rate for the three months ended March 31, 2019 varied from the United States federal statutory income tax rate of 21.0% primarily due to base erosion and anti-abuse minimum tax ("BEAT"), foreign income inclusions such as GILTI, and a valuation allowance change on domestic deferred tax assets. For the three months ended March 31, 2019, no material discrete tax expense or benefit existed. BEAT The Tax Cuts and Jobs Act of 2017 introduced a new tax on United States corporations that derive tax benefits from deductible payments to non-United States affiliates called BEAT. BEAT applies when base eroding payments are in excess of three percent of the Company’s total deductible payments and also where BEAT exceeds regular United States taxable income, similar to an alternate minimum tax. Changes to the Company’s contractual arrangements, operating structure, and/or final regulations that modify the application of this provision could have a material impact on the Company’s tax provision. The Company does not anticipate its base eroding payments to exceed the three percent threshold of its deductible payments in 2020; therefore, the Company has not recorded any associated BEAT liability for the three months ended March 31, 2020. Unrecognized Tax Benefits The Company's gross unrecognized tax benefits, exclusive of associated interest and penalties, were $23.6 million and $23.2 million as of March 31, 2020 and December 31, 2019, respectively. The increase of $0.4 million was primarily due to an unrecognized tax benefit in the United States. Tax Returns Under Audit During the first quarter of 2019, the Company was notified by the Internal Revenue Service that the legacy inVentiv federal income tax return was under audit for the tax year beginning November 10, 2016 and ending December 31, 2016. The examination commenced on May 8, 2019. Additionally, income tax returns are currently under examination by tax authorities in several state and foreign jurisdictions. Management regularly assesses the potential outcomes of both ongoing and potential future examinations and has concluded that the provisions for income taxes adequately reflects their impact. New Tax Legislation |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers Unsatisfied Performance Obligations As of March 31, 2020, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with contract terms greater than one year and that are not accounted for as a series pursuant to ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) was $5.25 billion . This amount includes revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one Timing of Billing and Performance During the three months ended March 31, 2020, the Company recognized approximately $328.9 million of revenue that was included in the deferred revenue balance at the beginning of the period. During the three months ended March 31, 2020, approximately $3.2 million |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 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 biopharmaceutical services organization . Clinical Solutions offers a variety of services spanning Phase I to Phase IV of clinical development , including full-service global studies, as well as individual service offerings such as clinical monitoring, investigator recruitment, patient recruitment, data management, and study startup to assist customers with their drug development process. Commercial Solutions provides the pharmaceutical, biotechnology, and healthcare industries with commercialization services, including deployment solutions, communication solutions (public relations and advertising), 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 and general operating expenses associated with the Board and the Company’s senior leadership, finance, investor relations, and internal audit functions. The Company does not allocate depreciation, amortization, asset impairment charges, restructuring and other costs, or transaction and integration-related expenses to its segments. 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 March 31, 2020 2019 Revenue: Clinical Solutions $ 874,826 $ 804,958 Commercial Solutions 288,529 314,048 Total revenue 1,163,355 1,119,006 Segment direct costs: Clinical Solutions 677,091 625,767 Commercial Solutions 238,741 252,873 Total segment direct costs 915,832 878,640 Segment selling, general, and administrative expenses: Clinical Solutions 74,559 69,702 Commercial Solutions 24,395 26,053 Total segment selling, general, and administrative expenses 98,954 95,755 Segment operating income: Clinical Solutions 123,176 109,489 Commercial Solutions 25,393 35,122 Total segment operating income 148,569 144,611 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 8,182 8,162 Share-based compensation included in selling, general, and administrative expenses 7,816 6,105 Corporate selling, general, and administrative expenses 11,200 11,257 Restructuring and other costs 8,720 14,413 Transaction and integration-related expenses 7,577 16,658 Depreciation and amortization 56,107 61,200 Total income from operations $ 48,967 $ 26,816 |
Operations by Geographic Locati
Operations by Geographic Location | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Operations by Geographic Location | Operations by Geographic Location The following table summarizes total revenue by geographic area (in thousands, all intercompany transactions have been eliminated): Three Months Ended March 31, 2020 2019 Revenue: North America (a) $ 753,045 $ 727,698 Europe, Middle East, and Africa 268,022 258,347 Asia-Pacific 117,053 111,566 Latin America 25,235 21,395 Total revenue $ 1,163,355 $ 1,119,006 (a) Revenue for the North America region includes revenue attributable to the United States of $713.4 million and $704.1 million, or 61.3% and 62.9% of total revenue, for the three months ended March 31, 2020 and 2019, respectively. No other countries represented more than 10% of total revenue for any period. The following table summarizes long-lived assets by geographic area (in thousands, all intercompany transactions have been eliminated): March 31, 2020 December 31, 2019 Property and equipment, net: North America (a) $ 153,914 $ 159,709 Europe, Middle East, and Africa 27,454 28,514 Asia-Pacific 11,554 12,742 Latin America 2,698 2,961 Total property and equipment, net $ 195,620 $ 203,926 |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | 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 March 31, 2020 and December 31, 2019, substantially all of the Company’s cash and cash equivalents were held within the United States. No single customer accounted for greater than 10% of the Company’s revenue for the three months ended March 31, 2020 and 2019. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions There were no material related party transactions for the three months ended March 31, 2020. For the three months ended March 31, 2019, the Company incurred reimbursable out-of-pocket expenses of $1.1 million for professional services obtained from a provider whose board of directors included a member who was also a member of the Company's Board. Additionally, as of March 31, 2019, the Company had liabilities of $0.8 million included in accounts payable and accrued expenses on the condensed consolidated balance sheets associated with this related party. This provider ceased to be a related-party as of December 31, 2019. No material related-party revenue was recorded for the three months ended March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is party to legal proceedings incidental to its business. While the Company's management currently believes the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on the Company's consolidated financial statements, litigation is subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on the Company's financial condition and results of operations. 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 and November 9, 2017. 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 Merger and with respect to the combined company following the Merger. On January 30, 2018, two alleged shareholders separately filed motions seeking to be appointed lead plaintiff and approving the selection of lead counsel. On March 30, 2018, Plaintiff Bermudez 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. On May 23, 2019, Lead Plaintiffs filed a Notice of Filings in Related Case regarding the New Jersey shareholder action filed on March 1, 2019 described below, pending before the United States District Court for the District of New Jersey (the “New Jersey Action”), and Defendants filed their response on May 31, 2019. On September 26, 2019, the Court ordered, among other things, that this action is stayed in light of the New Jersey Action. On March 23, 2020, Defendants filed a Notice of Disposition of a Related Action, notifying the Court that the New Jersey Action was dismissed and requesting that the stay in this action should be lifted. The Company and the other defendants deny the allegations in these complaints and intend to defend vigorously against these claims. On March 1, 2019, a complaint was filed in the United States District Court for the District of New Jersey on behalf of a putative class of shareholders who purchased the Company's common stock during the period between May 10, 2017 and February 27, 2019. The action, captioned Murakami v. Syneos Health, Inc. et al, No. 19-7377 (D.N.J.), named the Company and certain of its executive officers as defendants and alleged violations of the Securities Exchange Act of 1934, as amended, based on allegedly false or misleading statements about its business, operations, and prospects. The plaintiffs sought awards of compensatory damages, among other relief, and their costs and attorneys’ and experts’ fees. On March 28, 2019, Lead Plaintiffs in the Vaitkuvienë action filed a motion to intervene and to transfer this action to the Eastern District of North Carolina, and the Company filed its response on April 22, 2019. On April 30, 2019, a shareholder filed a motion seeking to be appointed lead plaintiff and approving the selection of lead counsel. On October 16, 2019, the Court ordered that Plaintiff, by November 8, 2019, file proof of service of the Complaint in Compliance with Rule 4, or otherwise show cause why the action should not be dismissed for failure to properly serve Defendants (the "Order to Show Cause"). The Court further ordered that the action is stayed and that both motions are administratively terminated pending the Court's resolution of the Order to Show Cause. Plaintiff filed a response to the Order to Show Cause on November 8, 2019, and the Company and the other defendants filed a response on November 20, 2019. On March 20, 2020, the Court dismissed this action without prejudice for failure to serve defendants within the time period required by law. The Company is presently unable to predict the duration, scope, or result of the Vaitkuvienë action, 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 this matter. 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 this lawsuit 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. As of March 31, 2020 and December 31, 2019, the estimated fair value of the assumed contingent tax-sharing obligations was $6.4 million and $32.7 million, respectively. Contingent Earn-out Liability In connection with the acquisition of Kinapse Topco Limited ("Kinapse") in August 2018, the Company recorded a contingent earn-out liability to be paid based on Kinapse meeting revenue targets as of March 31, 2021. The estimated fair value of the contingent earn-out liability was $4.6 million as of December 31, 2019 and was included in other long-term liabilities in the condensed consolidated balance sheet. During the three months ended March 31, 2020, the Company adjusted the fair value of the contingent earn-out liability to zero to reflect the updated probability of achievement of the revenue targets. The change in fair value of the earn-out liability was recorded in transaction and integration-related expenses in the condensed consolidated statement of operations. |
Basis of Presentation and Cha_2
Basis of Presentation and Changes in Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13 ("ASU 2016-13"), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to modify the impairment model to utilize an expected loss methodology in place of the previous incurred loss methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 on January 1, 2020, and recorded the impact of the adoption through a cumulative-effect adjustment to accumulated deficit. Results for reporting periods beginning on January 1, 2020 are presented under ASU No. 2016-13, while prior period amounts continue to be reported and disclosed in accordance with the Company's historical accounting treatment. Adoption of the new standard resulted in the recording of additional allowance for doubtful accounts of approximately $2.8 million as of January 1, 2020. |
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 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Billed Accounts Receivable, Net | Accounts receivable and unbilled services (including contract assets), net of allowance for doubtful accounts, consisted of the following (in thousands): March 31, 2020 December 31, 2019 Accounts receivable billed $ 771,925 $ 787,652 Accounts receivable unbilled 447,886 372,109 Contract assets 128,769 149,261 Less: Allowance for doubtful accounts (7,932) (5,381) Accounts receivable and unbilled services, net $ 1,340,648 $ 1,303,641 |
Schedule of Goodwill | The changes in the carrying amount of goodwill by segment for the three months ended March 31, 2020 were as follows (in thousands): Clinical Commercial Total Balance as of January 1, 2020 $ 2,784,952 $ 1,565,428 $ 4,350,380 Impact of foreign currency translation (20,197) (6,747) (26,944) Balance as of March 31, 2020 $ 2,764,755 $ 1,558,681 $ 4,323,436 (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 three months ended March 31, 2020. |
Schedule of Transaction and Integration-Related Expenses | Transaction and integration-related expenses consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Professional fees $ 10,123 $ 12,846 Debt modification and related expenses — 2,241 Integration and personnel retention-related costs 1,549 847 Fair value adjustments to contingent obligations (4,095) 724 Total transaction and integration-related expenses $ 7,577 $ 16,658 |
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 March 31, 2020 2019 Beginning balance $ (71,593) $ (88,195) Foreign currency translation: Beginning balance (56,757) (80,955) Other comprehensive (loss) income before reclassifications (48,788) 20,604 Ending balance (105,545) (60,351) Derivative instruments: Beginning balance (14,836) (7,240) Other comprehensive loss before reclassifications (12,510) (3,729) Reclassification adjustments 1,780 487 Ending balance (25,566) (11,456) Accumulated other comprehensive loss, net of taxes $ (131,111) $ (71,807) |
Reclassification out of Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive loss consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Foreign currency translation adjustments: Foreign currency translation adjustments, net of taxes $ (48,788) $ 20,604 Unrealized loss on derivative instruments: Unrealized loss during period, before taxes (19,783) (3,805) Income tax benefit (7,273) (76) Unrealized loss during period, net of taxes (12,510) (3,729) Reclassification adjustment, before taxes 2,414 506 Income tax expense 634 19 Reclassification adjustment, net of taxes 1,780 487 Total unrealized loss on derivative instruments, net of taxes (10,730) (4,216) Total other comprehensive (loss) income, net of taxes $ (59,518) $ 16,388 |
Schedule of Other Expense (Income), Net | Other (income) expense, net consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Net realized foreign currency (gain) loss $ (5,096) $ 8,406 Net unrealized foreign currency gain (15,019) (77) Other, net 1,185 592 Total other (income) expense, net $ (18,930) $ 8,921 |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consisted of the following (in thousands): March 31, 2020 December 31, 2019 Term Loan A due March 2024 $ 1,550,000 $ 1,550,000 Term Loan B due August 2024 795,564 795,564 Revolving credit facility due March 2024 300,000 — Accounts receivable financing agreement due September 2021 275,000 275,000 Total debt obligations 2,920,564 2,620,564 Less: Term loan original issuance discount (4,620) (4,928) Less: Unamortized deferred issuance costs (6,722) (7,116) Less: Current portion of debt (77,500) (58,125) Total debt obligations, non-current portion $ 2,831,722 $ 2,550,395 |
Contractual Maturities of Debt Obligations | As of March 31, 2020, the contractual maturities of the Company’s debt obligations (excluding leases) were as follows (in thousands): Principal Interest (a) 2020 $ 58,125 $ 107,636 2021 381,562 107,425 2022 145,313 97,104 2023 155,000 90,828 2024 2,180,564 30,208 Less: Deferred issuance costs (6,722) Less: Term loan original issuance discount (4,620) Total $ 2,909,222 $ 433,201 (a) The interest payments on long-term debt in the above table are based on interest rates in effect as of March 31, 2020. |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps Designated as Hedging Instruments on the Consolidated Balance Sheets | The fair values of the Company’s 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 March 31, 2020 December 31, 2019 Interest rate swaps - current Prepaid expenses and other current assets $ — $ 155 Fair value of derivative assets $ — $ 155 Interest rate swaps - current Accrued expenses $ 24,770 $ 11,358 Interest rate swaps - non-current Other long-term liabilities 9,898 6,095 Fair value of derivative liabilities $ 34,668 $ 17,453 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of March 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 Total Assets: Trading securities (a) $ 18,081 $ — $ — $ — $ 18,081 Partnership interest (b) — — — 7,226 7,226 Total assets $ 18,081 $ — $ — $ 7,226 $ 25,307 Liabilities: Derivative instruments (c) $ — $ 34,668 $ — $ — $ 34,668 Contingent obligations related to business combinations (d) — — 6,380 — 6,380 Total liabilities $ — $ 34,668 $ 6,380 $ — $ 41,048 As of December 31, 2019, 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 Total Assets: Trading securities (a) $ 21,552 $ — $ — $ — $ 21,552 Partnership interest (b) — — — 7,226 7,226 Derivative instruments (c) — 155 — — 155 Total assets $ 21,552 $ 155 $ — $ 7,226 $ 28,933 Liabilities: Derivative instruments (c) $ — $ 17,453 $ — $ — $ 17,453 Contingent obligations related to business combinations (d) — — 37,324 — 37,324 Total liabilities $ — $ 17,453 $ 37,324 $ — $ 54,777 (a) Represents fair value of investments in mutual funds based on quoted market prices that 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 March 31, 2020, the Company’s remaining unfunded commitment in the private equity funds was $14.6 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 4 - Derivatives" for further information). (d) Represents the fair value of contingent consideration obligations related to business combinations. The fair value of these liabilities are determined based on the Company’s best estimate of the probable timing and amount of settlement. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of changes in the carrying amount of contingent obligations classified as Level 3 for the three months ended March 31, 2020 (in thousands): Balance as of December 31, 2019 $ 37,324 Additions — Changes in fair value recognized in earnings (4,352) Payments (26,592) Balance as of March 31, 2020 $ 6,380 |
Schedule of Estimated Fair Value of Financial Instruments Not Recorded at Fair Value | The estimated fair values of the Company’s outstanding term loans were as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Value (a) Estimated Fair Value Carrying Value (a) Estimated Fair Value Term Loan A due March 2024 $ 1,545,997 $ 1,443,750 $ 1,545,721 $ 1,550,000 Term Loan B due August 2024 794,947 775,675 794,915 795,564 (a) The carrying value of the term loan debt is shown net of original issue debt discounts. |
Restructuring and Other Costs (
Restructuring and Other Costs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table summarizes activity related to the liabilities associated with restructuring and other costs during the three months ended March 31, 2020 (in thousands): Employee Other Costs Total Balance as of December 31, 2019 $ 5,728 $ 22 $ 5,750 Expenses incurred (a) 7,621 366 7,987 Cash payments made (9,034) (366) (9,400) Balance as of March 31, 2020 $ 4,315 $ 22 $ 4,337 (a) The amount of expenses incurred for the three months ended March 31, 2020 excludes $0.7 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) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Shares of Common Stock Outstanding | Shares of common stock outstanding were as follows (in thousands): Three Months Ended March 31, 2020 2019 Common stock shares, beginning balance 103,866 103,372 Repurchases of common stock (600) (673) Issuances of common stock 895 1,054 Common stock shares, ending balance 104,161 103,753 |
Schedule of Repurchase Activity | The following table sets forth repurchase activity under the stock repurchase program from inception through March 31, 2020: Total number of shares purchased Average price Approximate dollar value of shares purchased (in thousands) March 2018 948,100 $ 39.55 $ 37,493 April 2018 1,024,400 36.60 37,492 January 2019 552,100 39.16 21,623 February 2019 120,600 41.40 4,993 June 2019 509,100 45.29 23,055 August 2019 141,100 49.93 7,045 March 2020 600,000 53.38 32,029 Total 3,895,400 $ 163,730 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator: Net income (loss) $ 33,574 $ (30,004) Denominator: Basic weighted average common shares outstanding 104,265 103,365 Effect of dilutive securities: Stock options and other awards under deferred share-based compensation programs 1,377 — Diluted weighted average common shares outstanding 105,642 103,365 Earnings (loss) per share: Basic $ 0.32 $ (0.29) Diluted $ 0.32 $ (0.29) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of potential shares outstanding that were anti-dilutive and therefore excluded from the computation of diluted earnings (loss) per share, weighted for the portion of the period they were outstanding were as follows (in thousands): Three Months Ended March 31, 2020 2019 Anti-dilutive stock options and other awards 911 294 Anti-dilutive stock options and other awards under share-based compensation programs excluded based on reporting a net loss for the period — 1,438 Total common stock equivalents excluded from diluted earnings (loss) per share 911 1,732 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information about reportable segment operating results was as follows (in thousands): Three Months Ended March 31, 2020 2019 Revenue: Clinical Solutions $ 874,826 $ 804,958 Commercial Solutions 288,529 314,048 Total revenue 1,163,355 1,119,006 Segment direct costs: Clinical Solutions 677,091 625,767 Commercial Solutions 238,741 252,873 Total segment direct costs 915,832 878,640 Segment selling, general, and administrative expenses: Clinical Solutions 74,559 69,702 Commercial Solutions 24,395 26,053 Total segment selling, general, and administrative expenses 98,954 95,755 Segment operating income: Clinical Solutions 123,176 109,489 Commercial Solutions 25,393 35,122 Total segment operating income 148,569 144,611 Direct costs and operating expenses not allocated to segments: Share-based compensation included in direct costs 8,182 8,162 Share-based compensation included in selling, general, and administrative expenses 7,816 6,105 Corporate selling, general, and administrative expenses 11,200 11,257 Restructuring and other costs 8,720 14,413 Transaction and integration-related expenses 7,577 16,658 Depreciation and amortization 56,107 61,200 Total income from operations $ 48,967 $ 26,816 |
Operations by Geographic Loca_2
Operations by Geographic Location (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [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 March 31, 2020 2019 Revenue: North America (a) $ 753,045 $ 727,698 Europe, Middle East, and Africa 268,022 258,347 Asia-Pacific 117,053 111,566 Latin America 25,235 21,395 Total revenue $ 1,163,355 $ 1,119,006 (a) Revenue for the North America region includes revenue attributable to the United States of $713.4 million and $704.1 million, or 61.3% and 62.9% of total revenue, for the three months ended March 31, 2020 and 2019, respectively. No other countries represented more than 10% of total revenue for any period. |
Long-Lived Assets by Geographic Area | The following table summarizes long-lived assets by geographic area (in thousands, all intercompany transactions have been eliminated): March 31, 2020 December 31, 2019 Property and equipment, net: North America (a) $ 153,914 $ 159,709 Europe, Middle East, and Africa 27,454 28,514 Asia-Pacific 11,554 12,742 Latin America 2,698 2,961 Total property and equipment, net $ 195,620 $ 203,926 |
Basis of Presentation and Cha_3
Basis of Presentation and Changes in Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020segment | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
ASU 2016-13 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Impact from adoption of ASU | $ | $ 2,800 | $ (2,771) | $ 0 |
Financial Statement Details - A
Financial Statement Details - Accounts Receivable and Unbilled Services, net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable billed | $ 771,925 | $ 787,652 |
Accounts receivable unbilled | 447,886 | 372,109 |
Contract assets | 128,769 | 149,261 |
Less: Allowance for doubtful accounts | (7,932) | (5,381) |
Accounts receivable and unbilled services, net | $ 1,340,648 | $ 1,303,641 |
Financial Statement Details - N
Financial Statement Details - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade receivables sold | $ 36.2 | $ 73.8 |
Proceeds from sale of trade receivables | $ 36 | $ 73.2 |
Financial Statement Details - S
Financial Statement Details - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance as of January 1, 2020 | $ 4,350,380,000 | |
Impact of foreign currency translation | (26,944,000) | |
Balance as of March 31, 2020 | 4,323,436,000 | |
Accumulated impairment losses | 8,000,000 | $ 8,000,000 |
Clinical Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of January 1, 2020 | 2,784,952,000 | |
Impact of foreign currency translation | (20,197,000) | |
Balance as of March 31, 2020 | 2,764,755,000 | |
Accumulated impairment losses | 8,100,000 | $ 8,100,000 |
Impairment of goodwill | 0 | |
Commercial Solutions | ||
Goodwill [Roll Forward] | ||
Balance as of January 1, 2020 | 1,565,428,000 | |
Impact of foreign currency translation | (6,747,000) | |
Balance as of March 31, 2020 | 1,558,681,000 | |
Impairment of goodwill | $ 0 |
Financial Statement Details - T
Financial Statement Details - Transaction and Integration-Related Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Professional fees | $ 10,123 | $ 12,846 |
Debt modification and related expenses | 0 | 2,241 |
Integration and personnel retention-related costs | 1,549 | 847 |
Fair value adjustment of contingent obligations | (4,095) | 724 |
Total transaction and integration-related expenses | $ 7,577 | $ 16,658 |
Financial Statement Details -_2
Financial Statement Details - Accumulated Other Comprehensive Loss, Net of Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 3,029,654 | $ 2,856,144 |
Balance at end of period | 2,977,922 | 2,838,370 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (71,593) | (88,195) |
Balance at end of period | (131,111) | (71,807) |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (56,757) | (80,955) |
Other comprehensive (loss) income before reclassifications | (48,788) | 20,604 |
Balance at end of period | (105,545) | (60,351) |
Derivative Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (14,836) | |
Other comprehensive (loss) income before reclassifications | (12,510) | |
Reclassification adjustments | 1,780 | |
Balance at end of period | $ (25,566) | |
Derivative Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (7,240) | |
Other comprehensive (loss) income before reclassifications | (3,729) | |
Reclassification adjustments | 487 | |
Balance at end of period | $ (11,456) |
Financial Statement Details -_3
Financial Statement Details - Tax Effects Allocated to Each Component of Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive (loss) income, net of taxes | $ (59,518) | $ 16,388 |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Unrealized loss during period, net of taxes | (48,788) | 20,604 |
Total other comprehensive (loss) income, net of taxes | (48,788) | 20,604 |
Derivative Instruments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Unrealized loss during period, before taxes | (19,783) | |
Income tax benefit | (7,273) | |
Unrealized loss during period, net of taxes | (12,510) | |
Reclassification adjustment, before taxes | 2,414 | |
Income tax expense | 634 | |
Reclassification adjustment, net of taxes | 1,780 | |
Total other comprehensive (loss) income, net of taxes | $ (10,730) | |
Derivative Instruments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Unrealized loss during period, before taxes | (3,805) | |
Income tax benefit | (76) | |
Unrealized loss during period, net of taxes | (3,729) | |
Reclassification adjustment, before taxes | 506 | |
Income tax expense | 19 | |
Reclassification adjustment, net of taxes | 487 | |
Total other comprehensive (loss) income, net of taxes | $ (4,216) |
Financial Statement Details - O
Financial Statement Details - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other (income) expense, net: | ||
Net realized foreign currency (gain) loss | $ (5,096) | $ 8,406 |
Net unrealized foreign currency gain | (15,019) | (77) |
Other, net | 1,185 | 592 |
Total other (income) expense, net | $ (18,930) | $ 8,921 |
Long-Term Debt Obligations - Sc
Long-Term Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Debt Instrument [Line Items] | |||
Less: Term loan original issuance discount | $ (4,620,000) | $ (4,928,000) | |
Less: Unamortized deferred issuance costs | (6,722,000) | (7,116,000) | |
Less: current portion of debt | (77,500,000) | (58,125,000) | |
Total debt obligations, non-current portion | 2,831,722,000 | 2,550,395,000 | |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Total debt obligations | 2,920,564,000 | 2,620,564,000 | |
Secured Debt | Term Loan A due March 2024 | |||
Debt Instrument [Line Items] | |||
Total debt obligations | 1,550,000,000 | 1,550,000,000 | |
Secured Debt | Term Loan B due August 2024 | |||
Debt Instrument [Line Items] | |||
Total debt obligations | 795,564,000 | 795,564,000 | |
Secured Debt | Revolving credit facility due March 2024 | |||
Debt Instrument [Line Items] | |||
Total debt obligations | 0 | $ 300,000,000 | |
Secured Debt | Accounts receivable financing agreement due September 2021 | Accounts Receivable Securitization | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 275,000,000 | $ 275,000,000 |
Long-Term Debt Obligations - Na
Long-Term Debt Obligations - Narrative (Details) - Secured Debt - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt obligations | $ 2,920,564,000 | $ 2,620,564,000 |
Amendment 2 - Term Loan A due March 2024 | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 1,550,000,000 | $ 1,550,000,000 |
Amendment 2 - Term Loan A due March 2024 | Term Loan | ||
Debt Instrument [Line Items] | ||
Term loan facility | 1,550,000,000 | |
Term Loan B due August 2024 | Term Loan | ||
Debt Instrument [Line Items] | ||
Term loan facility | 1,600,000,000 | |
Amendment No 2 - Revolving Credit Facility due March 2024 | Revolving credit facility due March 2024 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity under accounts receivable financing agreement | 600,000,000 | |
Revolving Credit Facility Due August 2022 | ||
Debt Instrument [Line Items] | ||
Remaining capacity available under accounts receivable financing agreement | 280,800,000 | |
Revolving Credit Facility Due August 2022 | Letter of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity under accounts receivable financing agreement | 150,000,000 | |
Long-term line of credit | $ 19,200,000 |
Long-Term Debt Obligations - Ac
Long-Term Debt Obligations - Accounts Receivable Financing Agreement (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Long-term debt | $ 2,909,222,000 |
Wholly-owned Special Purpose Entity | |
Debt Instrument [Line Items] | |
Prepay notice, term | 1 day |
Termination or reduction to limit notice, term | 15 days |
Accounts receivable financing agreement due June 29, 2020 | Secured Debt | Accounts Receivable Securitization | |
Debt Instrument [Line Items] | |
Long-term debt | $ 275,000,000 |
Accounts receivable financing agreement due June 29, 2020 | Secured Debt | Accounts Receivable Securitization | Wholly-owned Special Purpose Entity | |
Debt Instrument [Line Items] | |
Remaining capacity available under accounts receivable financing agreement | $ 0 |
Accounts receivable financing agreement due June 29, 2020 | Secured Debt | Accounts Receivable Securitization | Wholly-owned Special Purpose Entity | Federal Funds Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Long-Term Debt Obligations - Co
Long-Term Debt Obligations - Contractual Maturities of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Principal | ||
2020 | $ 58,125 | |
2021 | 381,562 | |
2022 | 145,313 | |
2023 | 155,000 | |
2024 | 2,180,564 | |
Less: deferred issuance costs | (6,722) | $ (7,116) |
Less: Term loan original issuance discount | (4,620) | $ (4,928) |
Total | 2,909,222 | |
Interest | ||
2020 | 107,636 | |
2021 | 107,425 | |
2022 | 97,104 | |
2023 | 90,828 | |
2024 | 30,208 | |
Total | $ 433,201 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) | Jan. 01, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | Jun. 30, 2018 | May 31, 2016 |
Interest Rate Swaps, expiring on June 30, 2018 and May 14, 2020 | |||||
Derivative [Line Items] | |||||
Notional amount | $ 100,000,000 | $ 300,000,000 | |||
Interest Rate Swap, expired December 31, 2018 | |||||
Derivative [Line Items] | |||||
Notional amount | $ 1,220,000,000 | ||||
Interest Rate Swap, expiring June 30, 2021 | |||||
Derivative [Line Items] | |||||
Notional amount | $ 1,010,000,000 | ||||
Interest Rate Swap, expired December 31, 2018 & expiring June 30, 2021 | |||||
Derivative [Line Items] | |||||
Notional amount | 940,300,000 | ||||
Interest Rate Swap, expiring March 31, 2023 | |||||
Derivative [Line Items] | |||||
Notional amount | $ 549,200,000 | ||||
Forecast | Interest Rate Swap, expiring March 31, 2023 | |||||
Derivative [Line Items] | |||||
Notional amount | $ 1,420,000,000 |
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 | Mar. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset - current | $ 0 | $ 155 |
Derivative liability | 34,668 | 17,453 |
Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset - current | 0 | 155 |
Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - current | 24,770 | 11,358 |
Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability - non-current | $ 9,898 | $ 6,095 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||
Commitment to invest a limited partner in private equity funds | $ 21,500 | |
Remaining unfunded commitment | 14,600 | |
Recurring | ||
Assets: | ||
Trading securities | 18,081 | $ 21,552 |
Derivative instruments | 155 | |
Total assets | 25,307 | 28,933 |
Liabilities: | ||
Derivative instruments | 34,668 | 17,453 |
Contingent obligations related to business combinations | 6,380 | 37,324 |
Total liabilities | 41,048 | 54,777 |
Recurring | Partnership Interest | ||
Assets: | ||
Partnership Interest | 7,226 | 7,226 |
Recurring | Level 1 | ||
Assets: | ||
Trading securities | 18,081 | 21,552 |
Derivative instruments | 0 | |
Total assets | 18,081 | 21,552 |
Liabilities: | ||
Derivative instruments | 0 | 0 |
Contingent obligations related to business combinations | 0 | 0 |
Total liabilities | 0 | 0 |
Recurring | Level 1 | Partnership Interest | ||
Assets: | ||
Partnership Interest | 0 | 0 |
Recurring | Level 2 | ||
Assets: | ||
Trading securities | 0 | 0 |
Derivative instruments | 155 | |
Total assets | 0 | 155 |
Liabilities: | ||
Derivative instruments | 34,668 | 17,453 |
Contingent obligations related to business combinations | 0 | 0 |
Total liabilities | 34,668 | 17,453 |
Recurring | Level 2 | Partnership Interest | ||
Assets: | ||
Partnership Interest | 0 | 0 |
Recurring | Level 3 | ||
Assets: | ||
Trading securities | 0 | 0 |
Derivative instruments | 0 | |
Total assets | 0 | 0 |
Liabilities: | ||
Derivative instruments | 0 | 0 |
Contingent obligations related to business combinations | 6,380 | 37,324 |
Total liabilities | 6,380 | 37,324 |
Recurring | Level 3 | Partnership Interest | ||
Assets: | ||
Partnership Interest | 0 | 0 |
Recurring | Investments Measured at Net Asset Value | ||
Assets: | ||
Total assets | 7,226 | 7,226 |
Recurring | Investments Measured at Net Asset Value | Partnership Interest | ||
Assets: | ||
Partnership Interest | $ 7,226 | $ 7,226 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Changes in the Carrying Amount of Contingent Tax Sharing Obligations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance as of December 31, 2019 | $ 37,324 |
Additions | 0 |
Changes in fair value recognized in earnings | (4,352) |
Payments | (26,592) |
Balance as of March 31, 2020 | $ 6,380 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill and identifiable intangible assets | $ 5,250 | $ 5,320 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Value (Details) - Level 2 - Secured Debt - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying Value | Term Loan A due March 2024 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | $ 1,545,997 | $ 1,545,721 |
Carrying Value | Term Loan B due August 2024 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, carrying value | 794,947 | 794,915 |
Estimated Fair Value | Term Loan A due March 2024 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 1,443,750 | 1,550,000 |
Estimated Fair Value | Term Loan B due August 2024 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 775,675 | $ 795,564 |
Restructuring and Other Costs -
Restructuring and Other Costs - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Employee Severance Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges incurred | $ 6.6 |
Facility Closure and Lease Termination Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges incurred | 0.1 |
Other Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges incurred | 0.4 |
InVentiv Merger | Employee Severance Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges incurred | 1 |
InVentiv Merger | Facility Closure and Lease Termination Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges incurred | $ 0.6 |
Restructuring and Other Costs_2
Restructuring and Other Costs - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve | ||
Expenses incurred | $ 8,720 | $ 14,413 |
Business Restructuring Reserves | ||
Restructuring Reserve | ||
Balance as of December 31, 2019 | 5,750 | |
Expenses incurred | 7,987 | |
Cash payments made | (9,400) | |
Balance as of March 31, 2020 | 4,337 | |
Facility lease closure and lease termination costs | 700 | |
Business Restructuring Reserves | Employee Severance Costs | ||
Restructuring Reserve | ||
Balance as of December 31, 2019 | 5,728 | |
Expenses incurred | 7,621 | |
Cash payments made | (9,034) | |
Balance as of March 31, 2020 | 4,315 | |
Business Restructuring Reserves | Other Costs | ||
Restructuring Reserve | ||
Balance as of December 31, 2019 | 22 | |
Expenses incurred | 366 | |
Cash payments made | (366) | |
Balance as of March 31, 2020 | $ 22 |
Shareholders' Equity - Shares o
Shareholders' Equity - Shares of Common Stock Outstanding (Details) - Common Stock - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common stock shares, beginning balance (in shares) | 104,161,000 | 103,753,000 |
Stock repurchased (in shares) | (600,000) | (673,000) |
Issuance of common stock (in shares) | 895,000 | 1,054,000 |
Common stock shares, ending balance (in shares) | 103,866,000 | 103,372,000 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) | Mar. 31, 2020 | Dec. 05, 2019 | Feb. 26, 2018 |
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 300,000,000 | $ 250,000,000 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Stock repurchase program, remaining authorization to repurchase | $ 136,300,000 |
Shareholders' Equity - Repurcha
Shareholders' Equity - Repurchase Activity (Details) - Common Stock - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 25 Months Ended | ||||||
Mar. 31, 2020 | Aug. 31, 2019 | Jun. 30, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2020 | |
Class of Stock [Line Items] | ||||||||
Stock repurchased (in shares) | 600,000 | 141,100 | 509,100 | 120,600 | 552,100 | 1,024,400 | 948,100 | 3,895,400 |
Stock repurchased, average price paid per share (USD per share) | $ 53.38 | $ 49.93 | $ 45.29 | $ 41.40 | $ 39.16 | $ 36.60 | $ 39.55 | |
Stock repurchase program, shares purchased, value | $ 32,029 | $ 7,045 | $ 23,055 | $ 4,993 | $ 21,623 | $ 37,492 | $ 37,493 | $ 163,730 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income (loss) | $ 33,574 | $ (30,004) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Basic weighted average common shares outstanding (in shares) | 104,265 | 103,365 |
Effect of dilutive securities: | ||
Stock options and other awards under deferred share-based compensation programs (in shares) | 1,377 | 0 |
Diluted weighted average common shares outstanding (in shares) | 105,642 | 103,365 |
Earnings (loss) per share: | ||
Basic (USD per share) | $ 0.32 | $ (0.29) |
Diluted (USD per share) | $ 0.32 | $ (0.29) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common stock equivalents excluded from diluted loss per share (in shares) | 911 | 1,732 |
Stock-Based Compensation Plans | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common stock equivalents excluded from diluted loss per share (in shares) | 911 | 294 |
Stock-Based Compensation Plans | Anti-dilutive stock options and other awards under share-based compensation programs excluded based on reporting a net loss for the period | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common stock equivalents excluded from diluted loss per share (in shares) | 0 | 1,438 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 8,201 | $ 10,416 | |
Income (loss) before provision for income taxes | 41,775 | $ (19,588) | |
Discrete tax benefits | $ 7,100 | ||
U.S. federal statutory rate | 21.00% | 21.00% | |
Gross unrecognized tax benefits | $ 23,600 | $ 23,200 | |
Increase (decrease) in unrecognized tax benefits, audit settlements and remeasurement of acquired positions | $ 400 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations under contracts with a contract term greater than one year | $ 5,250 |
Revenue recognized, included in contract liabilities balance at beginning of period | 328.9 |
Increase (decrease) in revenue recognized, allocated to performance obligation partially satisfied in previous periods | $ 3.2 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contract term | 1 year |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Contract term | 5 years |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,163,355 | $ 1,119,006 |
Direct costs (exclusive of depreciation and amortization) | 924,014 | 886,802 |
Selling, general, and administrative expenses | 117,970 | 113,117 |
Operating income (loss) | 48,967 | 26,816 |
Restructuring and other costs | 8,720 | 14,413 |
Transaction and integration-related expenses | 7,577 | 16,658 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Direct costs (exclusive of depreciation and amortization) | 915,832 | 878,640 |
Selling, general, and administrative expenses | 98,954 | 95,755 |
Operating income (loss) | 148,569 | 144,611 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Selling, general, and administrative expenses | 11,200 | 11,257 |
Restructuring and other costs | 8,720 | 14,413 |
Transaction and integration-related expenses | 7,577 | 16,658 |
Depreciation and amortization | 56,107 | 61,200 |
Corporate | Direct costs | ||
Segment Reporting Information [Line Items] | ||
Share-based compensation expense | 8,182 | 8,162 |
Corporate | Selling, general, and administrative expenses | ||
Segment Reporting Information [Line Items] | ||
Share-based compensation expense | 7,816 | 6,105 |
Clinical Solutions | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 874,826 | 804,958 |
Direct costs (exclusive of depreciation and amortization) | 677,091 | 625,767 |
Selling, general, and administrative expenses | 74,559 | 69,702 |
Operating income (loss) | 123,176 | 109,489 |
Commercial Solutions | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 288,529 | 314,048 |
Direct costs (exclusive of depreciation and amortization) | 238,741 | 252,873 |
Selling, general, and administrative expenses | 24,395 | 26,053 |
Operating income (loss) | $ 25,393 | $ 35,122 |
Operations by Geographic Loca_3
Operations by Geographic Location - Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues by Geographic Location | ||
Revenue | $ 1,163,355 | $ 1,119,006 |
North America | ||
Revenues by Geographic Location | ||
Revenue | 753,045 | 727,698 |
United States | ||
Revenues by Geographic Location | ||
Revenue | $ 713,400 | $ 704,100 |
United States | Geographic Concentration Risk | Net Service Revenue | ||
Revenues by Geographic Location | ||
Concentration risk percentage | 61.30% | 62.90% |
Europe, Middle East, and Africa | ||
Revenues by Geographic Location | ||
Revenue | $ 268,022 | $ 258,347 |
Asia-Pacific | ||
Revenues by Geographic Location | ||
Revenue | 117,053 | 111,566 |
Latin America | ||
Revenues by Geographic Location | ||
Revenue | $ 25,235 | $ 21,395 |
Operations by Geographic Loca_4
Operations by Geographic Location - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | $ 195,620 | $ 203,926 |
North America | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 153,914 | 159,709 |
United States | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 148,000 | 153,100 |
Europe, Middle East, and Africa | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 27,454 | 28,514 |
Asia-Pacific | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | 11,554 | 12,742 |
Latin America | ||
Long-Lived Assets by Geographic Location | ||
Total property and equipment, net | $ 2,698 | $ 2,961 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Incurred professional services costs, related party | $ 1.1 | |
Liabilities, related party | $ 0.8 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jan. 30, 2018numberOfAction | Dec. 01, 2017numberOfAction | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) |
Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to business combinations | $ 6,380,000 | $ 37,324,000 | |||
InVentiv Merger | Recurring | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to business combinations | $ 6,400,000 | 32,700,000 | |||
Kinapse Acquisition | |||||
Loss Contingencies [Line Items] | |||||
Contingent obligations related to business combinations | $ 4,600,000 | $ 0 | |||
Pending Litigation | Bermudez and Vaitkuviene Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of actions taken by plaintiff | numberOfAction | 2 | ||||
Number of plaintiffs | numberOfAction | 2 |