Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Entity Registrant Name | PRA Health Sciences, Inc. | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Central Index Key | 0001613859 | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity File Number | 001-36732 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-3640387 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | PRAH | ||
Security Exchange Name | NASDAQ | ||
Entity Address, Address Line One | 4130 ParkLake Avenue | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Raleigh | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 27612 | ||
City Area Code | 919 | ||
Local Phone Number | 786‑8200 | ||
Entity Public Float | $ 5.9 | ||
Entity Common Stock, Shares Outstanding | 63,562,894 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relating to the 2020 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Annual Report on Form 10‑K to the extent stated herein. Such definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 236,232 | $ 144,221 |
Restricted cash | 38 | 488 |
Accounts receivable and unbilled services, net | 658,517 | 568,099 |
Prepaid expenses and other current assets | 88,141 | 66,605 |
Income taxes receivable | 2,639 | 2,942 |
Total current assets | 985,567 | 782,355 |
Fixed assets, net | 180,716 | 154,764 |
Operating lease right-of-use assets | 186,343 | |
Goodwill | 1,502,756 | 1,494,762 |
Intangible assets, net | 638,577 | 704,446 |
Deferred tax assets | 10,282 | 8,954 |
Deferred financing fees | 3,377 | 1,373 |
Other assets | 36,812 | 39,813 |
Total assets | 3,544,430 | 3,186,467 |
Current liabilities: | ||
Current portion of borrowings under credit facilities | 88,800 | 0 |
Current portion of long-term debt | 25,000 | 0 |
Accounts payable | 55,293 | 43,734 |
Accrued expenses and other current liabilities | 302,705 | 369,477 |
Income taxes payable | 2,094 | 44,306 |
Current portion of operating lease liabilities | 37,603 | |
Advanced billings | 505,714 | 441,357 |
Total current liabilities | 1,017,209 | 898,874 |
Deferred tax liabilities | 78,511 | 100,712 |
Long-term debt, net | 1,140,178 | 1,082,384 |
Long-term portion of operating lease liabilities | 172,370 | |
Other long-term liabilities | 46,171 | 53,077 |
Total liabilities | 2,454,439 | 2,135,047 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock (100,000,000 authorized shares; $0.01 par value) Issued and outstanding -- none | 0 | 0 |
Common stock (1,000,000,000 authorized shares; $0.01 par value) Issued and outstanding -- 65,394,526 and 63,623,950 at December 31, 2018 and 2017, respectively | 635 | 654 |
Additional paid-in capital | 1,006,182 | 960,535 |
Accumulated other comprehensive loss | (160,108) | (170,659) |
Retained earnings | 243,282 | 254,500 |
Equity attributable to PRA Health Sciences, Inc. stockholders | 1,089,991 | 1,045,030 |
Noncontrolling interest | 0 | 6,390 |
Total stockholders' equity | 1,089,991 | 1,051,420 |
Total liabilities and stockholders' equity | $ 3,544,430 | $ 3,186,467 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 63,491,550 | 65,394,526 |
Common stock outstanding (in shares) | 63,491,550 | 65,394,526 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 3,066,262 | $ 2,871,922 | $ 2,259,389 |
Operating expenses: | |||
Selling, general and administrative expenses | 394,925 | 371,795 | 321,987 |
Transaction-related costs | 1,835 | 35,817 | 87,709 |
Depreciation and amortization expense | 114,898 | 112,247 | 78,227 |
Loss on disposal of fixed assets | 1,058 | 120 | 358 |
Income from operations | 363,925 | 281,312 | 176,225 |
Interest expense, net | (51,987) | (57,399) | (46,729) |
Loss on modification or extinguishment of debt | (3,928) | (952) | (15,023) |
Foreign currency losses, net | (2,257) | (1,043) | (39,622) |
Other income (expense), net | 174 | (371) | (304) |
Income before income taxes and equity in income of unconsolidated joint ventures | 305,927 | 221,547 | 74,547 |
Provision for (benefit from) income taxes | 62,808 | 67,232 | (12,623) |
Income before equity in income of unconsolidated joint ventures | 243,119 | 154,315 | 87,170 |
Equity in income of unconsolidated joint ventures, net of tax | 0 | 143 | 123 |
Net income | 243,119 | 154,458 | 87,293 |
Net income attributable to noncontrolling interest | (99) | (553) | (366) |
Net income attributable to PRA Health Sciences, Inc. | $ 243,020 | $ 153,905 | $ 86,927 |
Net income per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 3.77 | $ 2.40 | $ 1.39 |
Diluted (in dollars per share) | $ 3.68 | $ 2.32 | $ 1.32 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 64,506 | 64,123 | 62,437 |
Diluted (in shares) | 66,004 | 66,341 | 65,773 |
Direct costs (exclusive of depreciation and amortization) | |||
Operating expenses: | |||
Cost of revenue | $ 1,539,541 | $ 1,500,226 | $ 1,283,868 |
Reimbursable expenses | |||
Operating expenses: | |||
Cost of revenue | $ 650,080 | $ 570,405 | $ 311,015 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 243,119 | $ 154,458 | $ 87,293 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments net of tax $(2,504), $4,670, and $0 | 9,083 | (41,042) | 83,814 |
Unrealized (losses) gains on derivative instruments, net of income taxes of $(2,897), $1,007, and $96 | (3,031) | ||
Unrealized (losses) gains on derivative instruments, net of income taxes of $(2,897), $1,007, and $96 | 2,152 | 149 | |
Reclassification adjustments: | |||
Losses on derivatives included in net income, net of income taxes, $3,017, $1,649, and $2,699 | 3,156 | ||
Losses on derivatives included in net income, net of income taxes, $3,017, $1,649, and $2,699 | 4,828 | 4,156 | |
Comprehensive income | 252,327 | 120,396 | 175,412 |
Comprehensive income attributable to noncontrolling interest | (175) | (680) | (269) |
Comprehensive income attributable to PRA Health Sciences, Inc. | $ 252,152 | $ 119,716 | $ 175,143 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustments, tax | $ (2,504) | $ 4,670 | $ 0 |
Unrealized gains (losses) on derivative instruments, tax | (2,897) | ||
Unrealized gains (losses) on derivative instruments, tax | 1,007 | 96 | |
Losses on derivatives included in net income, tax | $ 3,017 | ||
Losses on derivatives included in net income, tax | $ 1,649 | $ 2,699 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss (Note 18) | Retained Earnings | Non-controlling Interest |
Balance at beginning of period (in shares) at Dec. 31, 2016 | 61,598,000 | |||||
Balance at beginning of period at Dec. 31, 2016 | $ 729,252 | $ 616 | $ 879,067 | $ (224,686) | $ 74,255 | $ 0 |
Statement of Changes in Stockholders' Equity | ||||||
Exercise of common stock options, employee stock purchase plan purchases, and other (in shares) | 1,904,000 | |||||
Exercise of common stock options, employee stock purchase plan purchases and other | $ 8,091 | $ 19 | 8,072 | |||
Issuance of common stock (in shares) | 10,000,000 | 5,000 | ||||
Issuance of common stock | $ 375 | 375 | ||||
Stock-based compensation (in shares) | 117,000 | |||||
Stock-based compensation | $ 1 | |||||
Stock-based compensation | 17,910 | 17,909 | ||||
Non-controlling interest related to Takeda joint venture | 5,441 | 5,441 | ||||
Net income | 87,293 | 86,927 | 366 | |||
Other comprehensive income, net of tax | 88,119 | 88,216 | (97) | |||
Balance at end of period (in shares) at Dec. 31, 2017 | 63,624,000 | |||||
Balance at end of period at Dec. 31, 2017 | 936,481 | $ 636 | 905,423 | (136,470) | 161,182 | 5,710 |
Statement of Changes in Stockholders' Equity | ||||||
Exercise of common stock options, employee stock purchase plan purchases, and other (in shares) | 1,626,000 | |||||
Exercise of common stock options, employee stock purchase plan purchases and other | $ 30,551 | $ 16 | 30,535 | |||
Issuance of common stock (in shares) | 6,500,000 | |||||
Stock award distributions net of shares for tax withholding (in shares) | 145,000 | |||||
Stock award distributions net of shares for tax withholding | $ (5,337) | $ 2 | (5,339) | |||
Stock-based compensation | 29,916 | 29,916 | ||||
Net income | 154,458 | 153,905 | 553 | |||
Other comprehensive income, net of tax | (34,062) | (34,189) | 127 | |||
Balance at end of period (in shares) at Dec. 31, 2018 | 65,395,000 | |||||
Balance at end of period at Dec. 31, 2018 | 1,051,420 | $ 654 | 960,535 | (170,659) | 254,500 | 6,390 |
Statement of Changes in Stockholders' Equity | ||||||
Exercise of common stock options, employee stock purchase plan purchases, and other (in shares) | 879,000 | |||||
Exercise of common stock options, employee stock purchase plan purchases and other | $ 45,799 | $ 9 | 45,790 | |||
Issuance of common stock (in shares) | 6,666,684 | |||||
Stock award distributions net of shares for tax withholding (in shares) | 298,000 | |||||
Stock award distributions net of shares for tax withholding | $ (114) | $ 3 | (117) | |||
Stock-based compensation | 45,834 | 45,834 | ||||
Acquisition of non-controlling interest | $ (5,275) | 1,290 | (6,565) | |||
Repurchase and retirement of common stock (in shares) | (3,079,765) | (3,080,000) | ||||
Repurchase and retirement of common stock | $ (300,000) | $ (31) | (47,150) | (252,819) | ||
Net income | 243,119 | 243,020 | 99 | |||
Other comprehensive income, net of tax | 9,208 | 9,132 | 76 | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 63,492,000 | |||||
Balance at end of period at Dec. 31, 2019 | $ 1,089,991 | $ 635 | $ 1,006,182 | $ (160,108) | $ 243,282 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 243,119 | $ 154,458 | $ 87,293 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 114,898 | 112,247 | 78,227 |
Amortization of debt issuance costs and discount | 1,814 | 2,111 | 2,108 |
Amortization of terminated interest rate swaps | 6,538 | 7,146 | 6,684 |
Stock-based compensation expense | 45,834 | 29,143 | 12,616 |
Non-cash transaction related stock-based compensation expense | 0 | 773 | 5,294 |
Unrealized foreign currency (gains) losses | (6,467) | (3,307) | 39,700 |
Loss on modification or extinguishment of debt | 519 | 952 | 15,023 |
Loss on disposal of fixed assets | 1,058 | 120 | 358 |
Change in acquisition-related contingent consideration | 0 | 34,538 | 74,969 |
Equity in income of unconsolidated joint ventures | 0 | (143) | (123) |
Deferred income taxes | (23,907) | 11,665 | (75,915) |
Other reconciling items | 606 | 30 | 763 |
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: | |||
Accounts receivable and unbilled services | (89,304) | (17,017) | (136,330) |
Prepaid expenses and other assets | (13,660) | (18,931) | 1,762 |
Accounts payable and other liabilities | 21,584 | 31,579 | 35,792 |
Income taxes | (31,029) | 5,241 | 10,640 |
Advanced billings | 65,213 | 14,216 | 61,547 |
Payment of acquisition-related contingent consideration | (83,249) | (35,029) | 0 |
Net cash provided by operating activities | 253,567 | 329,792 | 220,408 |
Cash flows from investing activities: | |||
Purchase of fixed assets | (74,294) | (55,880) | (61,318) |
Proceeds from the sale of fixed assets | 26 | 43 | 56 |
Cash received (paid) for interest on interest rate swap | 667 | 181 | (874) |
Return of joint venture capital contribution | 418 | 0 | 0 |
Cash received from the sale of marketable securities | 0 | 183 | 0 |
Acquisition of Symphony Health Solutions Corporation, net of cash acquired | 0 | 0 | (521,182) |
Payment of Symphony Health Solutions Corporation contingent consideration | 0 | 0 | (67,781) |
Acquisition of Parallel 6, Inc., net of cash acquired | 0 | 0 | (38,859) |
Acquisition of Takeda PRA Development Center KK, net of cash acquired | 0 | 0 | 2,680 |
Acquisition of Takeda Pharmaceutical Data Services, Ltd., net of cash acquired | 0 | 0 | (142) |
Net cash used in investing activities | (73,183) | (55,473) | (687,420) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 1,300,000 | 0 | 550,000 |
Repayment of long-term debt | (1,216,533) | (224,394) | (125,513) |
Proceeds from accounts receivable financing agreement | 30,000 | 60,000 | 20,000 |
Repayment on accounts receivable financing agreement | (30,000) | (10,000) | (20,000) |
Borrowings on line of credit | 233,800 | 0 | 121,500 |
Repayments of line of credit | (145,000) | (91,500) | (30,000) |
Payment of debt prepayment and debt extinguishment costs | 0 | 0 | (9,226) |
Payment for debt issuance costs | (4,541) | 0 | (6,588) |
Acquisition of noncontrolling interest | (4,138) | 0 | 0 |
Proceeds from stock issued under employee stock purchase plan and stock option exercises | 45,819 | 31,382 | 7,236 |
Taxes paid related to net shares settlement of equity awards | (114) | (5,337) | 0 |
Repurchase and retirement of common stock | (300,000) | 0 | 0 |
Payment of acquisition-related contingent consideration | 0 | (79,663) | (400) |
Net cash (used in) provided by financing activities | (90,707) | (319,512) | 507,009 |
Effects of foreign exchange changes on cash, cash equivalents, and restricted cash | 1,884 | (2,988) | 3,555 |
Change in cash, cash equivalents, and restricted cash | 91,561 | (48,181) | 43,552 |
Cash, cash equivalents, and restricted cash, beginning of year | 144,709 | 192,890 | 149,338 |
Cash, cash equivalents, and restricted cash, end of year | $ 236,270 | $ 144,709 | $ 192,890 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Description of Business PRA Health Sciences, Inc. and its subsidiaries, or the Company, is a full-service global contract research organization providing a broad range of product development and data solution services to pharmaceutical and biotechnology companies around the world. The Company’s integrated services include data management, statistical analysis, clinical trial management, and regulatory and drug development consulting. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | Recent Accounting Standards Recently Implemented Accounting Standards Leases On January 1, 2019, the Company adopted ASC Topic 842, “Leases,” or ASC 842, using the revised modified retrospective approach provided by ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements.” The revised modified retrospective approach recognizes the effects of initially applying the new leases standard as a cumulative effect adjustment to retained earnings as of the adoption date. Under this election, the provisions of ASC 840 apply to the accounting and disclosures for lease arrangements in the comparative periods in the Company's financial statements. The adoption of ASC 842 resulted in the recognition of lease liabilities of $211.7 million (recorded as $31.9 million in short-term lease liabilities and $179.8 million in long-term lease liabilities) and $187.1 million of lease right-of-use, or ROU, assets as of January 1, 2019. Upon adoption of ASC 842, the Company had lease obligations associated with deferred rent, lease loss liabilities, above market lease liabilities, and tenant improvement allowances, totaling $25.7 million , that were reclassified to the lease ROU assets. The Company had prepaid rent balances, totaling $1.1 million , that were reclassified as a reduction of the current portion of operating lease liabilities. The adoption of ASC 842 did not impact the consolidated statements of operations, consolidated statements of cash flows, or earnings per share. Financial Instruments - Targeted Improvements to Accounting for Hedging Activities In August 2017, the Financial Accounting Standards Board, or FASB, issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," in order to simplify certain aspects of hedge accounting and improve disclosures of hedging arrangements. ASU No. 2017-12 eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Entities must apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. The presentation and disclosure requirements must be applied prospectively. The Company adopted this standard effective January 1, 2019 and the application of ASU No. 2017-12 did not have a material impact on the Company's consolidated financial statements. Comprehensive Income - Reclassification of Certain Tax Effects In February 2018, the FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, or the Act. The amendments in this update also require entities to disclose their accounting policy for releasing income tax effects from accumulated other comprehensive income. The Company adopted this standard effective January 1, 2019 and the application of ASU No. 2018-02 resulted in a reclassification of $1.4 million from accumulated other comprehensive loss to retained earnings for the stranded tax effects resulting from the Act. Recently Issued Accounting Standards Goodwill simplification In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment,” in order to simplify the subsequent measurement of goodwill by eliminating the Step 2 goodwill impairment test. Under the amendments in this ASU, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments to ASU No. 2017-04 are effective for fiscal years beginning after December 15, 2019. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company's consolidated financial statements. Cloud computing In August 2018, the FASB issued ASU No. 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," in order to expand on the FASB's guidance of capitalized costs incurred in a cloud computing arrangement. The amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments to ASU No. 2018-15 are effective for the reporting period beginning after December 15, 2019, and interim periods therein. The adoption of ASU No. 2018-15 is not expected to have a material impact on the Company's consolidated financial statements. Financial Instruments - Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the reporting period beginning after December 15, 2019, and the interim periods therein. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts and operations of the Company, its subsidiaries and investments in which the Company has control. Amounts pertaining to the non-controlling ownership interests held by third parties in the operating results and financial position of the Company’s majority-owned subsidiaries are reported as non-controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entities The accounting guidance issued by the FASB concerning a variable interest entity, or VIE, addresses the consolidation of business enterprise to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance focuses on controlling financial interests that may be achieved through arrangements that do not involve voting interests. The guidance requires an assessment of who the primary beneficiary is and whether the primary beneficiary should consolidate the VIE. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the variable interest entity that most significantly impacts the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Application of the VIE consolidation requirements may require the exercise of significant judgment by management. Takeda PRA Development Center KK The Company entered into a joint venture with Takeda Pharmaceutical Company Ltd. during 2017. The joint venture was dissolved during the second quarter of 2019. For further discussion on the joint venture, refer to Note 5, Business Combinations. Accounts Receivable Financing Agreement On March 22, 2016, the Company entered into a receivable financing agreement, which the Company refers to as the "Accounts Receivable Financing Agreement," to securitize certain of its accounts receivable. This agreement was subsequently amended on May 31, 2018. Under the accounts receivable financing agreement, certain of the Company’s U.S. accounts receivable and unbilled services balances are sold by certain of its consolidated subsidiaries to another of its consolidated subsidiaries, a wholly-owned bankruptcy-remote special purpose entity, or SPE. The SPE in turn may borrow up to $200.0 million from a third-party lender, secured by liens on the receivables and other assets of the SPE. The Company retains the servicing of the securitized accounts receivable portfolio and has a variable interest in the SPE by holding the residual equity. The Company determined that the SPE is a VIE and it is the primary beneficiary because (i) the Company’s servicing responsibilities for the securitized portfolio gives it the power to direct the activities that most significantly impact the performance of the VIE and (ii) its variable interest in the VIE gives it the obligation to absorb losses and the right to receive residual returns that could potentially be significant. As a result, the Company has consolidated the VIE within its financial statements. Refer to Note 11, Debt, for additional information regarding the accounts receivable financing agreement. Risks and Other Factors The Company’s revenues are dependent on research and development expenditures of the pharmaceutical and biotechnology industries. Any significant reduction in research and development expenditures by the pharmaceutical and biotechnology industries could have a material adverse effect on the Company and its results of operations. Clients of the Company generally may terminate contracts without cause upon 30 to 60 days’ notice. While the Company generally negotiates deposit payments and early termination fees up front, such terminations could significantly impact the future level of staff utilization and have a material adverse effect on the Company and the results of future operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In particular, the Company’s primary method of revenue recognition requires estimates of costs to be incurred to fulfill existing long-term contract obligations. Actual results could differ from those estimates. Estimates are also used when accounting for certain items such as allowance for doubtful accounts, depreciation and amortization, asset impairment, certain acquisition-related assets and liabilities including contingent consideration, income taxes, fair value determinations, and contingencies. Reportable Segments The Company is managed through two reportable segments, Clinical Research and Data Solutions. Clinical Research, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial related services. Data Solutions provides data and analytics, technology solutions and real-world insights and services to companies in the pharmaceutical industry. The Clinical Research segment is solely focused on the execution of clinical trials on a global basis. The Company has considered whether the delivery of the different types of capabilities in various stages of clinical development constitute separate products or lines of service in accordance with ASC Topic 280, “Segment Reporting,” or ASC 280, and has concluded that there are substantial similarities and overlaps in the capabilities delivered at each stage of clinical development, with the primary differences between the Early Development Services, or EDS, compared to the Product Registration, or PR, and Strategic Solutions, or SS, relating to the points during the life cycle of a clinical trial at which such capabilities are delivered. After review and analysis of the operating characteristics of each service offering and using the aggregation characteristics under ASC 280, the Company has concluded that the services provided are similar across most characteristics. The Company's operations consist of two reportable segments. This represents management's view of the Company's operations based on its management and internal reporting structure. The Company considered the guidance in ASC 350, “Intangibles—Goodwill and Other,” which notes that a reporting unit is an operating segment or one level below an operating segment. PR, EDS, and SS are the business units that are one level below the Company’s Clinical Research operating segment and the Company determined that they meet the definition of “components,” as discrete financial information exists and this information is regularly reviewed by management. The Data Solutions operating segment does not have any material components. Business Combinations Business combinations are accounted for using the acquisition method and, accordingly, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree are recorded at their estimated fair values on the date of the acquisition. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. Contingent Losses The Company provides for contingent losses when (1) it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements and (2) the amount of the loss can be reasonably estimated. Disclosure in the notes to the consolidated financial statements is required for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred. The Company expenses, as incurred, the costs of defending legal claims against the Company. Cash Equivalents The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2019 and 2018 , substantially all of the Company’s cash and cash equivalents were held in or invested with large financial institutions. Certain bank deposits may at times be in excess of the Federal Deposit Insurance Corporation insurance limits. Restricted cash The Company receives cash advances from its customers to be used for the payment of investigator costs and other pass-through expenses. The terms of certain customer contracts require that such advances be maintained in separate escrow accounts; these accounts are not commingled with the Company’s cash and cash equivalents and are presented separately in the consolidated balance sheets as restricted cash. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 236,232 $ 144,221 $ 192,229 Restricted cash 38 488 661 Total cash, cash equivalents, and restricted cash $ 236,270 $ 144,709 $ 192,890 Accounts Receivable and Unbilled Services Accounts receivable represent amounts for which invoices have been sent to clients based upon contract terms. Unbilled services represent amounts earned for services that have been rendered but for which customers have not been billed. Unbilled services where the Company’s right to bill is conditioned on something other than the passage of time are contract assets and are separately disclosed in Note 6, Accounts Receivable, Unbilled Services, and Advanced Billings. Allowances for Doubtful Accounts The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company performs credit reviews of each customer, monitors collections and payments from customers, and determines the allowance based upon historical experience and specific customer collection issues. The Company ages billed accounts receivable and assesses exposure by customer type, by aged category, and by specific identification. After all attempts to collect a receivable have failed, the receivable is written off against the allowance or, to the extent unreserved, to bad debt expense. Advanced Billings Advanced billings, also referred to as contract liabilities, consist of advanced payments and billings on a contract in excess of revenue recognized. These amounts represent consideration received or unconditionally due from a customer prior to transferring services to the customer under the terms of the service contract. These balances are reported net of contract assets on a contract-by-contract basis at the end of each reporting period. In order to determine revenue recognized in the period from advanced billings liabilities, the Company first allocates revenue from the customer contract to the individual advanced billings liability balance outstanding at the beginning of the period until the revenue exceeds that balance. Fixed Assets Fixed assets and software purchased or developed for internal use are recorded at cost and are depreciated on a straight-line basis over the following estimated useful lives: Furniture, fixtures and equipment 5-7 years Computer hardware and software 3-7 years Leasehold improvements Lesser of the life of the lease or useful life of the improvements Internal Use Software The Company accounts for internal use software in accordance with the guidance in ASC 350‑40, “Internal-Use Software," which requires certain direct costs and interest costs incurred during the application stage of development to be capitalized and amortized over the useful life of the software. Derivative Financial Instruments The Company utilizes interest rate swaps to manage changes in market conditions related to debt obligations. All derivatives are measured at fair value and recognized as either assets or liabilities on the consolidated balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of accumulated other comprehensive loss and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Amounts previously recorded in accumulated other comprehensive loss related to these interest rate swaps will be reclassified into earnings over the term of the previously hedged borrowing using the swaplet method. The Company has elected the accounting policy that cash flows associated with interest rate derivative contracts are classified as cash flows from investing activities. Contingent Consideration The consideration for the Company’s acquisitions may include potential future earn-out payments that are contingent upon the occurrence of particular events. These payments might be based on the achievement of future revenue or earnings milestones. The Company records a contingent consideration obligation for such contingent payments at fair value on the acquisition date. The Company estimates the fair value of contingent consideration obligations through valuation models designed to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates. Estimated payments are discounted using present value techniques to arrive at an estimated fair value at the balance sheet date. Changes in the fair value of the contingent consideration obligations, excluding adjustments that qualify as measurement period adjustments, are recognized within the Company’s consolidated statements of operations. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates, changes in the amount or probability of achieving certain revenue or earnings targets. These fair value measurements are based on significant inputs not observable in the market. Substantial judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions or actual results could have a material impact on the amount of contingent consideration expense the Company records in any given period. Fair Value Measurements The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, unbilled services, accounts payable and advanced billings, approximate fair value due to the short maturities of these instruments. Recurring Fair Value Measurements The following table summarizes the fair value of the Company’s financial liabilities that are measured on a recurring basis as of December 31, 2019 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Interest rate swaps $ — $ 2,976 $ — $ 2,976 Total $ — $ 2,976 $ — $ 2,976 The following table summarizes the fair value of the Company’s financial assets that are measured on a recurring basis as of December 31, 2018 (in thousands): Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ — $ 3,318 $ — $ 3,318 Total $ — $ 3,318 $ — $ 3,318 Interest rate swaps are measured at fair value using a market approach valuation technique. The valuation is based on an estimate of net present value of the expected cash flows using relevant mid-market observable data inputs and based on the assumption of no unusual market conditions or forced liquidation. The following table summarizes the changes in Level 3 financial liabilities measured on a recurring basis (in thousands): Contingent consideration - Accrued expenses and other current liabilities Contingent consideration - Other long-term liabilities Balance at December 31, 2017 — 50,644 Reclassification adjustment 50,644 (50,644 ) Change in fair value recognized in transaction-related costs 34,538 — Transfer out (85,182 ) — Balance at December 31, 2018 $ — $ — There were no Level 3 financial assets or liabilities measured on a recurring basis for the year ended December 31, 2019 . The $85.2 million transfer out during the year ended December 31, 2018 represented an earn-out payment to the sellers of Symphony Health Solutions Corporation, or Symphony Health, at the conclusion of the earn-out period. This amount was paid in April 2019. Non-recurring Fair Value Measurements Certain assets and liabilities are carried on the accompanying consolidated balance sheets at cost and are not remeasured to fair value on a recurring basis. These assets include finite-lived intangible assets, which are tested when a triggering event occurs, and goodwill and identifiable indefinite-lived intangible assets, which are tested for impairment annually on October 1 or when a triggering event occurs. As of December 31, 2019 , assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaling approximately $2,141.3 million were identified as Level 3. These assets are comprised of goodwill of $1,502.8 million and identifiable intangible assets, net of $638.6 million . Refer to Note 11, Debt, for additional information regarding the fair value of long-term debt balances. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived asset groups, including furniture and equipment, computer hardware and software, leasehold improvements, ROU assets and other finite-lived intangibles, when events or changes in circumstances occur that indicate the carrying value of the asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires the Company to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. Goodwill and Other Intangibles Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Separate intangible assets that have finite useful lives are amortized over their estimated useful lives or over the period in which economic benefit is received. The Company’s primary finite-lived intangibles are customer relationships and acquired databases, which are amortized on an accelerated basis, which coincides with the period of economic benefit received by the Company. The Company reviews the carrying value of goodwill to determine whether impairment may exist on an annual basis or whenever it has reason to believe goodwill may not be recoverable. The annual impairment test of goodwill is performed during the fourth quarter of each fiscal year. The Company did not have an impairment for any of the years presented. When evaluating for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit or indefinite-lived intangible asset is impaired. If the Company does not perform a qualitative assessment, or if it determines that it is not more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset exceeds its carrying amount, the Company will calculate the estimated fair value of the reporting unit or indefinite-lived intangible asset. The Company’s decision to perform a qualitative impairment assessment for an individual reporting unit in a given year is influenced by a number of factors, inclusive of the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments and the date of acquisition. During 2019 , as part of the Company’s annual impairment analysis, the Company performed the qualitative assessment for approximately $1.0 billion , or 68.3% of its total goodwill balance, which relates to its EDS, PR and SS business units, and for its indefinite-lived trade name intangible asset balances. If the Company does not perform a qualitative assessment, goodwill impairment is determined by the Company using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of each reporting unit, determined using various valuation techniques, with the primary technique being a discounted cash flow analysis, to its carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized. The Company performed its impairment test for the Data Solutions operating segment during the fourth quarter of 2019. It was concluded that the estimated fair value of the Data Solutions operating segment exceeded its carrying value by approximately $185 million , or 27% , and therefore no impairment existed. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification, or ASC, Topic 606, "Revenue from Contracts with Customers," or ASC 606, using the modified retrospective method for all contracts that were not completed as of January 1, 2018. The financial information for the year ended December 31, 2017 continues to be accounted for under the accounting standards in effect for the period presented. Accordingly, the Company has included its revenue recognition policies and disclosures for the years ended December 31, 2019 and 2018 and the policies and disclosures for the year ended December 31, 2017 below. Revenue Recognition Policies for the years ended December 31, 2019 and 2018 All revenue is generated from contracts with customers. Revenue is recognized when control of the performance obligation is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services. Revenue recognition is determined through the application of the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. Clinical Research The Company generally enters into contracts with customers to provide clinical research services with payments based on either fixed‑service fee, time and materials, or fee‑for‑service arrangements. The Company is also entitled to reimbursement for investigator fees and out-of-pocket costs associated with these services. At contract inception, the Company assesses the services promised in the contracts with customers to identify the performance obligations in the arrangement. The long term arrangements for clinical research services are considered a single performance obligation because the Company provides a highly-integrated service. Revenue is recognized based on the proportion of total contract costs incurred to date to the estimated total contract costs through completion. The Company uses the cost-to-cost measure of progress for these contracts because it best depicts the transfer of control to the customer as the performance obligation is fulfilled. The accounting for these long term contracts involves significant judgment, particularly as it relates to the process of estimating total contract costs, which includes direct costs, reimbursable out-of-pocket expenses, reimbursable investigator fees, and the contract profit. The contracts provide for the right to payment for the work performed to date, which is invoiced to the customer as work progresses, either based on units performed or the achievement of billing milestones. A single performance obligation requires the inclusion of investigator fees and out-of-pocket costs in both the contract revenue value and in the cost used to measure progress in transferring control to the customer. As part of the client proposal and contract negotiation process, the Company develops a detailed project budget for the direct costs and reimbursable costs based on the scope of the work, the complexity of the study, the geographical locations involved and historical experience. The inclusion of investigator fees and out-of-pocket costs in the measurement of progress under these long-term fixed-service fee contracts as part of a single performance obligation can create a timing difference between amounts the Company is entitled to receive in reimbursement for costs incurred and the amount of revenue recognized related to such costs on individual projects, which is recognized as unbilled services. The magnitude of this timing difference compared to historical accounting is dependent on the relative size and progress of the direct service portion of the arrangement compared to the progress of the reimbursable investigator fees and reimbursable out-of-pocket costs relative to their respective forecasted costs over the life of the project. The estimated total contract costs are reviewed and revised periodically throughout the life of the contract, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are identified. The Company establishes pricing based on the Company’s internal pricing guidelines, discount agreements, if any, and negotiations with the client. The transaction price is the contractually defined amount that includes adjustment for variable consideration such as reimbursable costs, discounts, and bonus or penalties, which are estimable. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. A majority of the Company’s long-term contracts undergo modifications over the contract period. During the modification process, the Company recognizes revenue to the extent it incurs costs, provided that a contractual understanding has been reached. Fixed-service fee arrangements for Phase I and Phase IIa clinical services and bio-analytical services are short-term contracts for accounting purposes as these contracts are cancelable and the termination penalties for exiting these contracts are not substantive. The Company generally bills for services on a milestone basis. The transaction price, representing the value of the services to be provided over the contract term inclusive of all costs for which the Company is a principal, is the contractually defined amount that includes adjustment for variable consideration, such as reimbursable expenses and discounts, which are estimable. When multiple performance obligations exist, the transaction price is allocated to the performance obligations on a relative standalone selling price basis. Given the highly integrated nature of the services provided, most contracts represent a single performance obligation. Due to the Company's right to payment for work performed, revenue is recognized over time as services are delivered. Clinical research services delivered under fee-for-service arrangements are recognized over time. The services are accounted for as a single performance obligation that is a series of distinct services with substantially the same pattern of transfer to the customer. Clinical research services provided in these types of arrangements are typically linked to the delivery of resources billed at contractual rates, such rates being dependent on the role and the tenure of the resource provided. The fee-for-service is typically billed one month in arrears, which generally results in an unbilled services asset at period-end. In addition, out-of-pocket costs are reimbursed by the customer. Fees are allocated to each distinct month of service using time elapsed as a measure of progress toward the satisfaction of the performance obligation and variable consideration is allocated to the period in which it is incurred. Revenue from time and materials contracts is recognized as hours are incurred. The Company may offer volume discounts to certain of its large customers based on annual volume, which is variable consideration that is considered in the transaction price. The Company records an estimate of the volume rebate as a reduction of the transaction price based on the estimated total rebates to be earned by the customers for the period. Data Solutions The Company provides data reports and analytics to customers based on agreed-upon specifications, including the timing of delivery, which is typically either weekly, monthly, or quarterly. If a customer requests more than one type of data report or series of data reports within a contract, each distinct type of data report is a separate performance obligation. The contracts provide for the Company to be compensated for the value of each deliverable. The transaction price is determined using list prices, discount agreements, if any, and negotiations with the customers, and generally includes any out-of-pocket expenses. Typically, the Company bills in advance of services being provided with the amount being recorded as advanced billings. When multiple performance obligations exist, the transaction price is allocated to performance obligations on a relative standalone selling price basis. In cases where the Company contracts to provide a series of data reports, or in some cases data, the Company recognizes revenue over time using the “units delivered” output method as the data or reports are delivered. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the services performed. Certain Data Solutions arrangements include upfront customization or consultative services for customers. These arrangements often include payments based on the achievement of certain contra |
Joint Ventures
Joint Ventures | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Ventures | Joint Ventures The Company entered into a joint venture with Takeda Pharmaceutical Company Ltd. during 2017. The joint venture was dissolved in 2019. For further discussion on the joint venture, refer to Note 5, Business Combinations. The Company entered into a joint venture agreement with A2 Healthcare Corporation (formerly part of Asklep, Inc.) in 2013. The joint venture was dissolved in October 2018. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Symphony Health Solutions, Inc. On September 6, 2017, the Company acquired all of the outstanding equity interest of Symphony Health, a provider of data and analytics to help professionals understand the full market lifecycle of products offered for sale by companies in the pharmaceutical industry, for $686.9 million . With this acquisition, the Company expects to enhance its ability to serve customers throughout the clinical research process with technologies that provide data and analytics. The liability associated with the contingent consideration was valued at $147.5 million at the acquisition date. The fair value of the contingent consideration was a Level 3 measurement and was reassessed each reporting period until the end of the earn-out period. The Company recorded $32.6 million and $85.7 million to transaction-related costs in the consolidated statements of operations during the years ended December 31, 2018 and 2017, respectively, associated with changes in the fair value of the earn-out liability and adjustments upon the finalization of the earn-out calculations. The Company made earn-out payments totaling $83.2 million , $114.7 million , and $67.8 million during the years ended December 31, 2019, 2018 and 2017, respectively. The acquisition of Symphony Health was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, the Company recorded approximately $476.9 million of goodwill, which was assigned to the Data Solutions segment and is no t deductible for income tax purposes. The goodwill is attributable to the workforce of the acquired business and expected synergies with the Company’s existing operations. The Company incurred $6.4 million in acquisition related costs that are included in transaction-related costs in the consolidated statements of operations for the year ended December 31, 2017. During the year ended December 31, 2018, the Company incurred $1.4 million of expenses associated with transaction-related retention incentives that are included in transaction-related costs in the consolidated statements of operations. The Company’s purchase price allocation is as follows (in thousands): Purchase Price Allocation Weighted Amortization Period Cash and cash equivalents $ 26,297 Accounts receivable and unbilled services 39,132 Other current assets 23,726 Fixed assets 12,340 Customer relationships 190,100 10 years Database 137,100 3 years Tradename 2,000 2 years Accounts payable and accrued expenses (42,222 ) Advanced billings (66,846 ) Deferred tax liabilities (104,869 ) Other long-term liabilities (6,740 ) Estimated fair value of net assets acquired 210,018 Purchase price, including contingent consideration and working capital adjustment 686,877 Total goodwill $ 476,859 The results of operations for Symphony Health are included in the consolidated financial statements of the Company from the date of acquisition. During the year ended December 31, 2017, Symphony Health's revenue and net income totaled $90.5 million and $6.3 million , respectively. The following unaudited pro-forma information assumes the acquisition of Symphony Health occurred as of the beginning of 2016. This pro-forma financial information is not necessarily indicative of operating results if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results. Year Ended (in thousands, except per share amounts) December 31, 2017 Total revenue $ 2,408,770 Net income attributable to PRA Health Sciences, Inc. 104,700 Net income per share: Basic $ 1.68 Diluted $ 1.59 The unaudited pro-forma financial information for the year ended December 31, 2017 includes the following non-recurring adjustments: • a $6.4 million increase to transaction-related costs incurred by the Company during the year ended December 31, 2017 attributable to the transaction, with a corresponding $2.5 million increase to the benefit from income taxes. • a $3.1 million increase to loss on the modification or extinguishment of long-term debt incurred by the Company during the year ended December 31, 2017 attributable to the above transaction, with a corresponding $1.2 million increase to the benefit from income taxes. Takeda Transactions On June 1, 2017, the Company acquired all of the outstanding shares of Takeda Pharmaceutical Data Services, Ltd., or TDS, from Takeda Pharmaceutical Company Ltd., or Takeda, for $0.7 million in cash. The Company recorded approximately $1.0 million of goodwill, which is assigned to the Clinical Research segment and is no t deductible for income tax purposes. Pro-forma results of operations and a complete purchase price allocation have not been presented because the results of this acquisition did not have a material effect on the Company's consolidated financial statements. On June 1, 2017, the Company and Takeda also closed on a joint venture transaction that enabled the Company to provide clinical trial delivery and pharmacovigilance services as a strategic partner of Takeda in Japan. The joint venture transaction was effectuated through the creation of a new legal entity, Takeda PRA Development Center KK, or the TDC joint venture. The Company paid $5.4 million for a 50% equity interest in the TDC joint venture, which represented 50% of the fair value of the net assets and workforce that Takeda contributed to the joint venture. The joint venture provided services including clinical trial monitoring, project management, regulatory strategy and submissions, data management, biostatistics, drug safety reporting, and medical monitoring. Prior to dissolution of the joint venture, the Company determined that the TDC joint venture was a VIE in which the Company was the primary beneficiary. Accordingly, the Company accounted for the $5.4 million contribution to the TDC joint venture as a business combination and consolidated the VIE in its financial statements with a noncontrolling interest for the 50% portion owned by Takeda. The assets acquired and the liabilities assumed have been recorded at their respective estimated fair values as of June 1, 2017. The Company recorded approximately $2.7 million of goodwill, which is assigned to the Clinical Research segment and is no t deductible for income tax purposes. The goodwill is primarily attributable to the assembled workforce. The Company incurred $0.6 million in acquisition related costs that are included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2017. The Company’s fair value of the net assets acquired as part of the TDC joint venture transaction at the closing date of the business combination is as follows (in thousands): Purchase Price Allocation Cash and cash equivalents $ 8,120 Other current assets 1,671 Other non-current assets 799 Accounts payable and accrued expenses (2,380 ) Estimated fair value of net assets acquired 8,210 PRA purchase price 5,440 Fair value of Takeda's noncontrolling interest 5,440 Total goodwill $ 2,670 The Company has not disclosed post-acquisition or pro-forma revenue and earnings attributable to the TDC joint venture as they did not have a material effect on the Company’s consolidated financial statements. On May 31, 2019, per the terms of the agreement, the TDC joint venture dissolved and the Company acquired Takeda’s 50% interest for $4.1 million . Parallel 6, Inc. On May 10, 2017, the Company acquired all of the outstanding equity interest of Parallel 6, Inc., or Parallel 6, a developer of technologies for improving patient enrollment, engagement, and management of clinical trials, for $39.0 million in cash and contingent consideration in the form of a potential earn-out payment of up to $10.0 million . The earn-out payment is contingent upon the achievement of certain external software sales targets during the 18 -month period following closing. With this acquisition, the Company expects to enhance its ability to serve customers throughout the clinical research process with technologies that provide improved efficiencies by reducing study durations and costs through integrated operational management. The fair value of the earn-out as of the acquisition date was $8.4 million , which was determined by using a Monte Carlo simulation that includes significant unobservable inputs such as a risk-adjusted discount rate and projected external software sales of Parallel 6 over the earn-out period. As the fair value was based on significant inputs not observed in the market and thus represented a Level 3 measurement. During the fourth quarter of 2017, the Company determined that the external software sales targets likely would not be met. Therefore the Company released the $8.4 million contingent consideration liability, which is recorded within transaction-related costs in the consolidation statements of operations. The acquisition of Parallel 6 was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, the Company recorded approximately $31.3 million of goodwill, which was assigned to the Clinical Research segment and is no t deductible for income tax purposes. The goodwill is attributable to the workforce of the acquired business and expected synergies with the Company’s existing information technology operations. The Company incurred $1.3 million in acquisition related costs that are included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2017. The Company’s purchase price allocation is as follows (in thousands): Purchase Price Allocation Weighted Amortization Period Cash and cash equivalents $ 132 Accounts receivable and unbilled services 929 Other current assets 26 Software intangible 15,500 5 years Other intangibles 920 5 years Accounts payable and accrued expenses (780 ) Advanced billings (692 ) Other long-term liabilities (31 ) Estimated fair value of net assets acquired 16,004 Purchase price, including contingent consideration 47,339 Total goodwill $ 31,335 The Company has not disclosed post-acquisition or pro-forma revenue and earnings attributable to Parallel 6 as they did not have a material effect on the Company’s consolidated financial statements. |
Accounts Receivable, Unbilled S
Accounts Receivable, Unbilled Services, and Advanced Billings | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, Unbilled Services, and Advanced Billings | Accounts Receivable, Unbilled Services, and Advanced Billings Accounts receivable and unbilled services include service revenue, reimbursement revenue, and amounts associated with work performed by investigators. Accounts receivable and unbilled services were (in thousands): December 31, 2019 2018 Accounts receivable $ 512,061 $ 437,001 Unbilled services 149,194 133,147 Total accounts receivable and unbilled services 661,255 570,148 Less allowance for doubtful accounts (2,738 ) (2,049 ) Total accounts receivable and unbilled services, net $ 658,517 $ 568,099 Unbilled services as of December 31, 2019 and 2018 includes $76.0 million and $66.6 million , respectively, of contract assets where the Company’s right to bill is conditioned on criteria other than the passage of time. There were no impairment losses on contract assets during the years ended December 31, 2019 and 2018 . A rollforward of the allowance for doubtful accounts is as follows (in thousands): Years Ended December 31, 2019 2018 2017 Beginning balance $ 2,049 $ 1,433 $ 1,203 Charged to income from operations 1,294 605 255 Write-offs, recoveries and the effects of foreign currency exchange (605 ) 11 (25 ) Ending balance $ 2,738 $ 2,049 $ 1,433 Advanced billings were as follows (in thousands): December 31, 2019 2018 Advanced billings $ 505,714 $ 441,357 Advanced billings increased by $64.4 million during the year ended December 31, 2019 and decreased by $27.9 million during the year ended December 31, 2018 primarily due to the timing of customer payments. During the years ended December 31, 2019 and 2018 , the Company recognized revenue of $413.1 million and $393.2 million related to advanced billings recorded as of January 1, 2019 and 2018 , respectively. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets The carrying amount of fixed assets is as follows (in thousands): December 31, 2019 2018 Computer hardware and software $ 207,931 $ 172,346 Leasehold improvements 82,482 58,300 Furniture and equipment 48,305 45,962 Total fixed assets 338,718 276,608 Accumulated depreciation (158,002 ) (121,844 ) Total fixed assets, net $ 180,716 $ 154,764 All U.S. fixed assets are included as collateral for the payment and performance in full of the term loans pledged by the Company and its subsidiaries. Depreciation expense was $46.3 million , $40.6 million , and $29.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company’s material lease obligations are operating leases for office and other facilities in which the Company conducts business. The facility leases generally provide an initial lease term ranging from three to 20 years and include one or more optional extensions. The Company's leases have remaining lease terms of one year to 20 years . The leases typically include rent escalation clauses and for some markets the leases frequently include periodic market adjustments to the base rent over the term of the lease. In certain instances, the Company subleases space that has been exited or is no longer required. The Company’s sublease income is immaterial. The components of lease expense were as follows for the year ended December 31, 2019 (in thousands): Lease cost: Operating lease cost $ 41,573 Short-term lease cost 2,591 Variable lease cost 7,626 Sublease income (178 ) Net lease cost $ 51,612 Total lease expense, net of sublease income, for the years ended December 31, 2018 and 2017 was $39.6 million and $37.0 million , respectively. Supplemental cash flow information related to leases was as follows for the year ended December 31, 2019 (in thousands): Cash paid for amounts included in the measurements of lease liabilities, all included in operating cash flows $ 41,594 Right-of-use assets obtained in exchange for lease obligations 32,423 Other supplemental information related to leases was as follows as of December 31, 2019: Weighted average remaining lease term 7.7 years Weighted average discount rate 4.3% Maturities of operating lease liabilities were as follows as of December 31, 2019 (in thousands): 2020 $ 44,760 2021 43,369 2022 35,179 2023 27,554 2024 19,153 Thereafter 77,067 Total lease payments 247,082 Less imputed interest (37,109 ) Total $ 209,973 As of December 31, 2019 , the Company has additional non-cancelable operating leases that have not yet commenced with future lease payments totaling $12.9 million . These leases will commence in the first quarter of 2020 with initial lease terms ranging from two to twenty years . As of December 31, 2018 , the Company disclosed the following future non-cancelable rent obligations as determined under ASC 840 (in thousands): 2019 $ 43,675 2020 40,948 2021 37,469 2022 30,238 2023 24,235 Thereafter 90,978 Total lease payments $ 267,543 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill are as follows (in thousands): Clinical Research Data Solutions Consolidated Balance at December 31, 2017 $ 1,036,443 $ 475,981 $ 1,512,424 Adjustments to Symphony Health purchase price allocation — 878 878 Adjustments to Parallel 6 purchase price allocation (1,117 ) — (1,117 ) Currency translation (17,423 ) — (17,423 ) Balance at December 31, 2018 1,017,903 476,859 1,494,762 Currency translation 7,994 — 7,994 Balance at December 31, 2019 $ 1,025,897 $ 476,859 $ 1,502,756 There are no accumulated impairment charges as of December 31, 2019 and 2018 . Intangible Assets Intangible assets consist of the following (in thousands): December 31, 2019 December 31, 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Customer relationships $ 559,768 $ (137,728 ) $ 422,040 $ 555,915 $ (103,248 ) $ 452,667 Trade names (finite-lived) 28,536 (16,582 ) 11,954 28,505 (12,810 ) 15,695 Patient list and other intangibles 44,474 (35,654 ) 8,820 44,474 (30,939 ) 13,535 Database 137,100 (59,347 ) 77,753 137,100 (32,561 ) 104,539 Total finite-lived intangible assets 769,878 (249,311 ) 520,567 765,994 (179,558 ) 586,436 Trade names (indefinite-lived) 118,010 — 118,010 118,010 — 118,010 Total intangible assets $ 887,888 $ (249,311 ) $ 638,577 $ 884,004 $ (179,558 ) $ 704,446 The Company conducts its annual impairment test of indefinite‑lived intangibles during the fourth quarter of the fiscal year. For the periods ended December 31, 2019 , 2018 and 2017 , the Company concluded that the fair value of indefinite‑lived intangibles exceeded the carrying value and, therefore, no impairment exists. Amortization expense was $68.6 million , $71.6 million and $49.2 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Estimated amortization expense related to finite‑lived intangible assets for the next five years and thereafter is as follows (in thousands): 2020 $ 69,194 2021 64,081 2022 49,689 2023 37,943 2024 28,738 2025 and thereafter 270,922 Total $ 520,567 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Compensation, including bonuses, fringe benefits and payroll taxes $ 118,762 $ 133,758 Accrued reimbursable expenses 107,145 89,317 Accrued data costs 27,150 17,422 Interest 4,783 2,980 Acquisition-related contingent consideration — 83,249 Other 44,865 42,751 Total accrued expenses and other current liabilities $ 302,705 $ 369,477 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company had the following debt outstanding as of December 31, 2019 and 2018 (in thousands): Interest rate as of December 31, 2019 Principal amount Maturity Date December 31, 2019 December 31, 2018 Senior Secured Credit Facility: First Lien Term Loan 3.21 % $ 1,000,000 $ 916,533 October 2024 Revolver 3.21 % 88,800 — October 2024 Accounts receivable financing agreement 3.22 % 170,000 170,000 May 2021 Total debt 1,258,800 1,086,533 Less current portion of Revolver (1) (88,800 ) — Less current portion of long-term debt (25,000 ) — Total long-term debt 1,145,000 1,086,533 Less debt issuance costs (4,822 ) (4,149 ) Total long-term debt, net $ 1,140,178 $ 1,082,384 (1) The Company assesses its ability and intent to repay the outstanding borrowings on the Revolver at the end of each reporting period in order to determine the proper balance sheet classification. Outstanding borrowings on the Revolver that the Company intends to repay in less than 12 months are classified as current. As of December 31, 2019 , the contractual maturities of the Company's debt obligations were as follows (in thousands): 2020 $ 25,000 2021 195,000 2022 25,000 2023 25,000 2024 and thereafter $ 988,800 Total $ 1,258,800 The Company’s primary financing arrangements are its senior secured credit facility (the “Senior Secured Credit Facility”), which consists of a first lien term loan (“First Lien Term Loan”) and a revolving credit facility (the “Revolver”), and its Accounts Receivable Financing Agreement. Senior Secured Credit Facility On September 3, 2019, the Company received the proceeds from a $300.0 million incremental term loan under the Senior Secured Credit Facility, or the Incremental Borrowing. The Incremental Borrowing was used to fund the share repurchase which is discussed further in "Note 12 - Stockholders' Equity." In accordance with the guidance in ASC 470-50, "Debt - Modifications and Extinguishments," the Incremental Borrowing was accounted for as a debt modification. The Incremental Borrowing resulted in a $1.9 million loss on modification of debt, which consisted of third-party fees associated with the transaction, and which is included in loss on modification or extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2019 . On October 28, 2019, the Company refinanced its Senior Secured Credit Facility. The refinancing increased the overall capacity of the Senior Secured Credit Facility to $1.75 billion (consisting of a $1.0 billion First Lien Term Loan and a $750.0 million Revolver), extended the maturity date to October 2024, and re-priced at current rates. The proceeds from the Senior Secured Credit Facility were primarily used to repay the existing principal balance of the First Lien Term Loan. The Company incurred $6.6 million in fees related to this refinancing. In accordance with the guidance in ASC 470-50 the refinancing was accounted for as a partial debt extinguishment. This resulted in a $2.1 million loss on extinguishment of debt, consisting of $0.5 million write-off of unamortized debt issuance costs and $1.6 million of fees associated with the transaction, which is included in loss on modification or extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2019 . The Senior Secured Credit Facility also contains customary representations, warranties, affirmative covenants, and events of default. The variable interest rate is a rate equal to the London Interbank Offered Rate (“LIBOR”) or the adjusted base rate (“ABR”) at the election of the Company, plus a margin based on the ratio of total indebtedness to EBITDA. The margin, which is based upon the Company's debt-to-EBITDA ratio, ranges from 1.0% to 2.0% , in the case of LIBOR loans, and 0.0% to 1.0% , in the case of ABR loans. The Company has the option of one -, two -, three - or six -month base interest rates. The credit agreement governing the Senior Secured Credit Facility includes provisions that allow the agreement to be amended to replace the LIBOR rate with a comparable or successor floating rate. The First Lien Term Loan requires the Company to repay 2.5% of the original aggregate principal amount per annum in equal quarterly installments beginning on March 31, 2020 through September 30, 2024, with the remaining balance due at maturity. There are no voluntary prepayment penalties and prepayment is required upon the issuance of certain debt or asset sales or other events. The Revolver requires the Company to pay to lenders a commitment fee for unused commitments of 0.15% to 0.35% based on the Company’s debt-to-EBITDA ratio. Principal amounts outstanding are due and payable in full at maturity. The Revolver includes borrowing capacity available for letters of credit up to $25.0 million . As of December 31, 2019 , the Company had $5.4 million in letters of credit outstanding, which are secured by the Revolver. As collateral for borrowings under the Senior Secured Credit Facility, the Company granted a pledge on primarily all of its assets, and the stock of wholly‑owned U.S. restricted subsidiaries. The Company is also subject to certain financial covenants, which require the Company to maintain certain debt‑to‑EBITDA and interest expense-to-EBITDA ratios. The Senior Secured Credit Facility also contain covenants that, among other things, restrict the Company’s ability to create liens, make investments and acquisitions, incur or guarantee additional indebtedness, enter into mergers or consolidations and other fundamental changes, conduct sales and other dispositions of property or assets, enter into sale-leaseback transactions or hedge agreements, prepay subordinated debt, pay dividends or make other payments in respect of capital stock, change the line of business, enter into transactions with affiliates, enter into burdensome agreements with negative pledge clauses, and make subsidiary distributions. After giving effect to the applicable restrictions on the payment of dividends under the Senior Secured Credit Facility, subject to compliance with applicable law, as of December 31, 2019 , all amounts in retained earnings were free of restriction and were available for the payment of dividends. The Senior Secured Credit Facility also contains customary representations, warranties, affirmative covenants, and events of default. Accounts Receivable Financing Agreement On May 31, 2018, the Company amended its Accounts Receivable Financing Agreement. The amendment increased the agreement's borrowing capacity to $200.0 million , decreased the applicable margin from 1.60% to 1.25% , and extended the maturity date to May 31, 2021, unless terminated earlier pursuant to its terms. As of December 31, 2019 and 2018 , there was $30.0 million of remaining capacity available under the accounts receivable financing agreement. Loans under the Accounts Receivable Financing Agreement accrue interest at either a reserve-adjusted LIBOR or a base rate , plus 1.25% . The Company may prepay loans upon one business day prior notice and may terminate the Accounts Receivable Financing Agreement with 15 days’ prior notice. The Accounts Receivable Financing Agreement contains various customary representations and warranties and covenants, and default provisions which provide for the termination and acceleration of the commitments and loans under the agreement in circumstances including, but not limited to, failure to make payments when due, breach of representations, warranties or covenants, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness. Fair Value of Debt The estimated fair value of the Company’s debt was $1,255.8 million and $1,084.2 million at December 31, 2019 and 2018 , respectively, and was determined based on Level 2 inputs, which are primarily based on rates at which the debt is traded among financial institutions adjusted for the Company’s credit standing and the Revolver is based on current borrowing rates. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Authorized Shares The Company is authorized to issue up to one billion shares of common stock, with a par value of $0.01 . The Company is authorized to issue up to one hundred million shares of preferred stock, with a par value of $0.01 . Secondary Offerings and Share Repurchase Program During 2019, 2018 and 2017, Kohlberg Kravis Roberts & Co. L.P., or KKR, and certain executive officers of the Company sold a total of 6,666,684 , 6,500,000 and 10,000,000 shares, respectively, of the Company’s common stock as part of secondary offerings. The Company incurred professional fees in connection with the secondary offerings of $0.6 million , $0.5 million , and $1.0 million during years ended December 31, 2019, 2018 and 2017, respectively. The fees are included in transaction-related costs in the accompanying consolidated statements of operations. As of December 31, 2019 , KKR did not own any of the Company’s outstanding common stock. On August 30, 2019, the Company's Board of Directors, or the Board, approved a share repurchase program, or the Repurchase Program, authorizing the repurchase of up to $500.0 million of the Company's common stock in open market purchase, privately-negotiated transactions, secondary offerings, block trades or otherwise in accordance with all applicable securities laws and regulations, including through Rule 10b5-1 trading plans and pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Repurchase Program does not obligate the Company to repurchase any particular amount of its common stock, and it may be modified, suspended or terminated at any time at the Board's discretion. The Repurchase Program expires on December 31, 2021. Concurrent with the 2019 secondary offering, the Company repurchased from the underwriter, and subsequently retired, 3,079,765 shares at a price of $97.41 per share, for an aggregate purchase price of approximately $300.0 million . As of December 31, 2019 , the Company has remaining authorization to repurchase up to $200.0 million of its common stock under the Repurchase Program. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Option and RSA/RSU Activity On September 23, 2013 and in connection with the acquisition of the Company by KKR, the Board of Directors approved the formation of the 2013 Stock Incentive Plan for Key Employees of Pinnacle Holdco Parent, Inc. and its subsidiaries, or the 2013 Plan. The 2013 Plan allowed for the issuance of stock options and other stock-based awards as permitted by applicable laws. The number of shares available for grant under the 2013 Plan was 12.5% of the outstanding shares at closing on a fully diluted basis. The Company rolled over 2,052,909 stock options under the 2013 Plan. The fair value of the options that were rolled over equaled the fair value of the options in the predecessor company and, therefore, there was no additional stock-based compensation expense recorded. All stock options granted under the 2013 Plan were subject to transfer restrictions of the stock option’s underlying shares once vested and exercised. This lack of marketability was included as a discount, calculated using the Finnerty Model, when determining the grant date value of these options. In conjunction with the secondary offerings during 2018, 2017, and 2016, the transfer restrictions on such shares issuable upon exercise of vested options granted under the 2013 Plan were released. The release of the transfer restrictions was considered a modification under ASC 718, “Stock Compensation.” As a result of these modifications, the Company incurred approximately $0.8 million , and $5.3 million of incremental compensation expense during the years ended December 31, 2018 and 2017 , respectively, which is included in transaction-related costs in the accompanying consolidated statements of operations. On November 23, 2014 and in connection with the IPO, the Board of Directors approved the formation of the 2014 Omnibus Plan for Key Employees, or the 2014 Plan. The 2014 Plan allowed for the issuance of stock options, stock appreciation rights, restricted shares and restricted stock units, other stock-based awards, and performance compensation awards as permitted by applicable laws. The 2018 Stock Incentive Plan, or the 2018 Plan, was approved by stockholders at the annual meeting on May 31, 2018. The 2018 Plan allows for the issuance of stock options, stock appreciation rights, restricted shares and restricted stock units, other stock-based awards, and performance compensation awards as permitted by applicable laws. The 2018 Plan authorized the issuance of 2,000,000 shares of common stock plus all shares that remained available under the 2014 Plan on May 31, 2018 (which included shares carried over from the 2013 Plan). Generally, the Company grants stock options with exercise prices equal to the fair market value of the Company’s common stock on the date of grant. The stock option compensation cost calculated under the fair value approach is recognized on a pro-rata basis over the vesting period of the stock options which is between three years and five years . Most stock option grants are subject to graded vesting as services are rendered and have a contractual life of ten years . The Board and the Compensation Committee have the discretion to determine different vesting schedules. Aggregated information regarding the Company’s option plans is summarized below: Number of Wtd. Average Exercise Price Wtd. Average Remaining Contractual Life (in Years) Intrinsic Value (in millions) Outstanding at December 31, 2018 4,641,600 $ 62.29 7.8 $ 149.7 Granted 1,157,500 98.44 Exercised (652,769 ) 39.85 Expired/forfeited (284,725 ) 87.23 Outstanding at December 31, 2019 4,861,606 $ 72.45 7.5 $ 188.3 Exercisable at December 31, 2019 1,846,731 $ 42.70 5.7 $ 126.4 The weighted average fair value of options granted during the years ended December 31, 2019 , 2018 and 2017 was $32.89 , $34.08 and $25.24 , respectively. The total fair value of options vested during the years ended December 31, 2019 , 2018 and 2017 was $22.8 million , $14.6 million and $5.2 million , respectively. Selected information regarding the Company’s stock options as of December 31, 2019 is as follows: Options Outstanding Options Exercisable Exercise Price Number of Options Wtd. Average Wtd. Average Exercise Price Number of Options Wtd. Average Remaining Life (in Years) Wtd. Average Exercise Price $ 2.94 - 35.50 1,059,531 4.1 $ 13.92 1,059,531 4.1 $ 13.92 $ 37.83 - 75.81 1,304,125 7.4 $ 71.62 455,475 7.3 $ 69.79 $ 75.89 - 95.94 1,265,275 9.1 $ 91.87 87,150 8.0 $ 81.56 $ 96.00 - 116.11 1,232,675 8.7 $ 103.70 244,575 8.7 $ 103.04 The Company’s RSAs/RSUs will settle in shares of the Company’s common stock on the applicable vesting date. Most RSAs/RSUs granted to employees vest over two or three years . RSAs/RSUs granted to the Company's non-employee directors vest over one or two years . Activity related to the Company’s RSAs/RSUs in 2019 is as follows: Awards Wtd. Average Grant-Date Fair Value Intrinsic Value (millions) Unvested at December 31, 2018 344,250 $ 81.39 $ 31.7 Granted 357,936 97.14 Forfeited (44,500 ) 82.09 Vested (25,250 ) 60.89 Unvested at December 31, 2019 632,436 $ 91.07 $ 70.3 As of December 31, 2019 , there was $113.7 million of unrecognized compensation cost related to unvested stock-based awards, which is expected to be recognized over a weighted average period of two years . Employee Stock Purchase Plan In April 2017, the Board of Directors approved the PRA Health Sciences, Inc. 2017 Employee Stock Purchase Plan, or ESPP, which was approved by the Company’s shareholders on June 1, 2017. The ESPP allows eligible employees to authorize payroll deductions of up to 15% of their base salary or wages to be applied toward the purchase of shares of the Company’s common stock on the last trading day of the offering period. Participating employees will purchase shares of the Company's common stock at a discount of up to 15% on the lesser of the closing price of the Company's common stock on the NASDAQ Global Select Market (i) on the first trading day of the offering period or (ii) the last day of any offering period. The aggregate number of shares of the Company’s common stock that may be issued under the ESPP may not exceed 3,000,000 shares and no one employee may purchase any shares under the ESPP having a collective fair market value greater than $25,000 in any one calendar year. Offering periods under the ESPP will generally be in six month increments with the administrator of the ESPP having the right to establish different offering periods. The Company's first offering period commenced on January 1, 2018 and the Company recognized stock-based compensation expense of $4.0 million and $3.3 million associated with the ESPP during the years ended December 31, 2019 and 2018 , respectively. As of December 31, 2019 , there have been 301,975 shares issued and 2,698,025 shares reserved for future issuance under the ESPP. Stock-based Compensation Expense Stock-based compensation expense related to employee stock plans is summarized below (in thousands): Years Ended December 31, 2019 2018 2017 Direct costs $ 14,177 $ 9,508 $ 3,552 Selling, general and administrative 31,657 19,635 9,064 Transaction-related costs — 773 5,294 Total stock-based compensation expense $ 45,834 $ 29,916 $ 17,910 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income before income taxes and equity in income of unconsolidated joint ventures are as follows (in thousands): Years Ended December 31, 2019 2018 2017 Domestic $ 145,863 $ 45,672 $ (52,083 ) Foreign 160,064 175,875 126,630 $ 305,927 $ 221,547 $ 74,547 The components of the provision for (benefit from) income taxes were as follows (in thousands): Years Ended December 31, 2019 2018 2017 Current: Federal $ 38,333 $ 14,793 $ 30,084 State 13,216 776 2,607 Foreign 35,166 39,998 30,601 Total current income tax expense 86,715 55,567 63,292 Deferred: Federal (15,999 ) 14,224 (70,041 ) State (5,073 ) 1,403 (1,203 ) Foreign (2,835 ) (3,962 ) (4,671 ) Total deferred income tax (benefit) expense (23,907 ) 11,665 (75,915 ) Total income tax expense (benefit) $ 62,808 $ 67,232 $ (12,623 ) Income taxes computed at the statutory U.S. federal income tax rate are reconciled to the provision for (benefit from) income taxes as follows: Years Ended December 31, 2019 2018 2017 Statutory federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 1.6 % 0.8 % (5.5 )% Impact of the U.S. Tax Cuts and Jobs Act of 2017: Rate change — % (5.2 )% (56.0 )% U.S. minimum tax on foreign entities 1.6 % 3.3 % — % Base erosion anti-abuse tax — % 8.4 % — % Tax on foreign earnings: Foreign rate differential 1.8 % 0.8 % (20.3 )% Foreign earnings taxed in the U.S. (1.1 )% 7.9 % 60.7 % Foreign dividends — % — % 5.2 % Research and development credits (1.5 )% (2.6 )% (3.3 )% Stock-based compensation (1.2 )% (9.6 )% (39.9 )% Nondeductible contingent consideration — % 3.1 % 35.4 % Valuation allowance (0.1 )% 0.4 % (28.0 )% Change in liability for uncertain tax positions (1.3 )% 0.4 % (3.2 )% Nondeductible expenses 0.3 % 1.0 % 2.2 % Other (0.6 )% 0.6 % 0.8 % Effective income tax rate 20.5 % 30.3 % (16.9 )% Components of the deferred tax assets and liabilities were as follows (in thousands): December 31, 2019 2018 Net operating loss carryforwards $ 9,544 $ 15,741 Accruals and reserves 10,043 13,496 Equity based compensation 15,004 8,821 Operating lease liabilities 35,683 — Prepaid expenses and other 9,429 15,809 Deferred and unbilled revenue 64,033 55,771 Tax credits 2,231 2,645 145,967 112,283 Valuation allowance (8,072 ) (9,824 ) Total deferred tax assets (net of valuation allowance) 137,895 102,459 Identified intangibles (156,321 ) (177,845 ) Operating lease right-of-use assets (29,440 ) — Depreciable, amortizable and other property (20,363 ) (16,372 ) Deferred tax liabilities (206,124 ) (194,217 ) Net deferred tax liability $ (68,229 ) $ (91,758 ) Long-term deferred tax asset $ 10,282 $ 8,954 Long-term deferred tax liability $ (78,511 ) $ (100,712 ) The Company’s foreign subsidiaries are taxed separately in their respective jurisdictions. As of December 31, 2019, the Company has cumulative foreign net operating loss carryforwards of approximately $8.5 million . In addition, the Company has federal net operating loss carryforwards of approximately $5.2 million and state net operating loss carryforwards of approximately $225.8 million . The carryforward periods for the Company’s net operating losses vary from four years to an indefinite number of years depending on the jurisdiction. The Company’s ability to offset future taxable income with net operating loss carryforwards may be limited in certain instances, including changes in ownership. On December 22, 2017, the U.S. Tax Cuts and Jobs Act ("the Act") was signed into U.S. law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation of worldwide income to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Additionally, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. The Company calculated its best estimate of the impact of the Act in its year-end income tax provision and recorded $0.2 million as additional income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. This provisional amount related to the remeasurement of certain deferred tax assets, deferred tax liabilities, and U.S. uncertain tax positions, based on the rates at which they are expected to reverse in the future, was a benefit of $41.7 million . The provisional amount related to the one-time transition tax on the mandatory deemed repatriation of foreign earnings was $77.6 million based on cumulative foreign earnings of $392.5 million . The Company also recorded a provisional tax benefit of $35.7 million related to the utilization of foreign tax credits against the one-time transition tax. In addition, the Company has recorded a valuation allowance against an estimated $12.8 million of excess foreign tax credits related to the transition tax inclusion. During the year ended December 31, 2018, the Company completed its analysis of the impact of the Act which resulted in an additional tax benefit of $0.6 million in the fourth quarter of 2018 and a total tax provision of $3.0 million related to the impact of the Act for the year ended December 31, 2018. The total tax provision included a $14.5 million provision related to adjustments to the transition tax and a $11.5 million benefit related to the remeasurement of certain deferred tax assets and liabilities. Additionally, the Company has elected to treat any potential Global Intangible Low-taxed Income ("GILTI") inclusions as a period cost. The application of the Act and the related regulations is complex and requires significant judgment, particularly with respect to the GILTI and the base erosion and anti-abuse tax (“BEAT”) provisions. If the structure of the Company’s arrangements changes or new regulations are issued that clarify or change the application of these or other provisions of the Act, these changes could have a material effect on the Company’s tax provision. The Company also has state income tax credit carryforwards available to potentially offset future state income tax of $2.2 million . The state credits begin expiring in 2022 . The Company has a $1.6 million valuation allowance against the benefits of these credits. In determining the extent to which a valuation allowance for deferred tax assets is required, the Company evaluates all available evidence including projections of future taxable income, carry-back opportunities, reversal of certain deferred tax liabilities, and other tax‑planning strategies. The valuation allowance at December 31, 2019 relates to certain foreign net operating losses, certain foreign deferred tax assets, certain state net operating losses and state tax credit carryforwards. A reconciliation of the beginning and ending amount of gross unrecognized income tax benefits is presented below (in thousands): Years Ended December 31, 2019 2018 2017 Beginning balance $ 12,891 $ 7,911 $ 12,432 Additions based on tax positions related to current year 1,609 764 1,641 Additions for income tax positions of prior years 16,704 1,065 400 Impact of changes in exchange rates (9 ) (58 ) 427 Impact of change in federal tax rate — 4,236 (3,536 ) Settlements with tax authorities (118 ) (180 ) (108 ) Reductions for income tax positions for prior years (356 ) (456 ) (3,174 ) Reductions due to lapse of applicable statute of limitations (363 ) (391 ) (171 ) Ending balance $ 30,358 $ 12,891 $ 7,911 As of December 31, 2019 , 2018 , and 2017 , the total gross unrecognized tax benefits were $30.4 million , $12.9 million , and $7.9 million , respectively. During the year ended December 31, 2019 , the liability for uncertain tax positions increased by $17.5 million of which $16.5 million had no impact on income tax expense for the year ended December 31, 2019 as it was previously accrued. As of December 31, 2019 , the total amount of gross unrecognized tax benefits which, if recognized, would impact the Company’s effective tax rate is $30.4 million . The Company anticipates changes in total unrecognized tax benefits due to the expiration of statute of limitations within the next 12 months. Specifically, adjustments related to certain foreign tax exposures are expected to be resolved in various jurisdictions. A reasonable estimate of the change in the total gross unrecognized tax benefit expected to be recognized as a result is $0.5 million as of the balance sheet date. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of income tax expense. The Company recorded an increase of $2.2 million , an increase of $0.6 million , and a decrease of $0.8 million during the years ended December 31, 2019 , 2018 and 2017, respectively. As of December 31, 2019 , the Company has a total of $4.4 million recognized on uncertain tax positions. To the extent interest and penalties are not incurred with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction in income tax expense. The Company has analyzed filing positions in all of the significant federal, state and foreign jurisdictions where the Company is required to file income tax returns. The only periods subject to examination by the major tax jurisdictions where the Company does business are the 2010 through 2018 tax years. As of December 31, 2019, the Company has accumulated undistributed earnings generated by our foreign subsidiaries of approximately $692.2 million . Because $363.4 million of such earnings have previously been subject to the one-time transition tax on foreign earnings required by the 2017 Tax Act, 2018 and 2019 earnings were subject to GILTI inclusion, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company's foreign investments would generally be limited to foreign withholding taxes and state taxes and it is not practicable to calculate the deferred tax liability. The Company intends to indefinitely reinvest these earnings. A rollforward of the deferred tax asset valuation allowance accounts is as follows (in thousands): Years Ended December 31, 2019 2018 2017 Beginning balance $ 9,824 $ 25,226 $ 21,689 Additions - excess benefit offset to NOL change — — 12,623 Additions - purchase accounting — — 219 Additions - charged to expense 153 1,428 12,863 Additions - U.S. federal tax rate change — — 1,330 Deductions - charged to expense (including translation adjustments) (1,905 ) (16,830 ) (23,498 ) Ending balance $ 8,072 $ 9,824 $ 25,226 The valuation allowance at December 31, 2019 is primarily related to state loss carryforwards, state credit carryforwards, certain foreign deferred tax assets, and loss carryforwards in various foreign jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Employment Agreements The Company has entered into employment and non‑compete agreements with certain management employees. In the event of termination of employment for certain instances, employees will receive severance payments for base salary and benefits for a specified period ( six months for vice presidents, nine months for senior vice presidents and 12 months for executive vice presidents, the president and chief executive officer). Each employment agreement also contains provisions that restrict the employee’s ability to compete directly with the Company for a comparable period after employment terminates. In addition, stock option grant agreements for these employees provide the Company with the right to repurchase from the employee, or the employee with the right to sell to the Company, stock owned by the employee in certain limited instances of termination. Legal Proceedings The Company is involved in legal proceedings from time to time in the ordinary course of its business, including employment claims and claims related to other business transactions. Although the outcome of such claims is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company. The Company is currently a party to litigation with the City of Sao Paulo, Brazil. The dispute relates to whether the export of services provided by the Company is subject to a local tax on services. The Company has not recorded a liability associated with the claim, which totaled $5.2 million at December 31, 2019 , given that it is not deemed probable the Company will incur a loss related to this case. However, a deposit totaling $5.2 million has been made to the Brazilian court in order to annul the potential tax obligation and to avoid the accrual of additional interest and penalties. This balance is recorded in other assets on the consolidated balance sheets. In June 2015, the Judiciary Court of Justice of the State of Sao Paulo ruled in the favor of the Company; however, the judgment was appealed by the City of Sao Paulo. The Company expects to recover the full amount of the deposit when the case is settled. In September 2017, a judge from the Superior Court of Justice of Brazil denied relief to the City of Sao Paulo's appeal and upheld the lower court's ruling in the favor of the Company for the years 2005 to 2012, and in the period from January to October 2013. The judge from the Superior Court of Justice of Brazil also ruled that the Company must appeal the lower court's verdict for October 2013 and the subsequent periods as the Judiciary Court of Justice of the State of Sao Paulo only reviewed the facts that pertained to the period before October 2013. Insurance The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services, and ownership of property. These policies provide coverage for a variety of potential losses, including, without limitation, loss or damage to property, bodily injury, general commercial liability, professional errors and omissions, and medical malpractice. The Company’s retentions and deductibles associated with these insurance policies range up to a maximum of $1.0 million . Employee Health Insurance The Company is self‑insured for health insurance for employees within the United States. The Company maintains stop‑loss insurance on a “claims made” basis for expenses in excess of $0.3 million per member per year. As of December 31, 2019 and 2018 , the Company maintained a reserve of approximately $5.5 million and $5.1 million , respectively, included in accrued expense and other current liabilities on the consolidated balance sheets, to cover open claims and estimated claims incurred but not reported. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined contribution or profit sharing style plans are offered in Australia, Belgium, Germany, Hong Kong, India, Israel, Japan, the Netherlands, New Zealand, the Philippines, South Africa, Spain, Sweden, Thailand, and the United Kingdom. In some cases, these plans are required by local laws or regulations. The Company maintains 401(k) plans in the United States, which cover substantially all employees of its U.S. subsidiaries. The Company matches participant's contributions at varying amounts, subject to a maximum contribution of 6% of the participant's compensation. The employer contributions to the 401(k) plans were approximately $14.3 million , $13.6 million and $11.9 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. As a result of the Takeda transactions during 2017, the Company maintains a defined benefit pension plan sponsored by a TDS subsidiary in Germany. The unfunded status of the plan in Germany, which covers eight employees, totaled $1.0 million and $0.9 million at December 31, 2019 and 2018, respectively, and was recorded in other long-term liabilities on the consolidated balance sheets. The TDC joint venture also maintained a defined benefit pension plan in Japan. The funded status of this plan, which covered approximately 106 employees, totaled $0.8 million at December 31, 2018, and was recorded in other assets on the consolidated balance sheets. When the TDC joint venture was dissolved on May 31, 2019, this pension plan was frozen and all assets and obligations associated with the plan were transferred to Takeda. Additional disclosures regarding these defined benefit pension plans have been excluded due to their immateriality. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company is exposed to certain risks relating to its ongoing business operations. The primary risk that the Company seeks to manage by using derivative instruments is interest rate risk. Accordingly, the Company has instituted interest rate hedging programs that are accounted for in accordance with ASC 815, “Derivatives and Hedging.” The interest rate hedging program is a cash flow hedge program designed to minimize interest rate volatility. The Company swaps the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount, at specified intervals. The Company also employed an interest rate cap that would have compensated the Company if variable interest rates had risen above a pre-determined rate. The Company’s interest rate contracts are designated as hedging instruments. As of December 31, 2019 , the Company had two interest rate swaps outstanding. The first interest rate swap has an aggregate notional amount of $375.0 million and a fixed payment rate of 2.2% offsetting a one-month LIBOR variable rate with a maturity date of December 6, 2020. The second interest rate swap has an aggregate notional amount of $250.0 million and a fixed payment rate of 2.3% offsetting a one-month LIBOR variable rate with a maturity date of September 6, 2020. The following table presents the notional amounts and fair values (determined using level 2 inputs) of the Company’s derivatives as of December 31, 2019 and 2018 (in thousands): Balance Sheet Classification December 31, 2019 December 31, 2018 Notional amount Asset/(Liability) Notional amount Asset/(Liability) Derivatives in an asset position: Other assets $ 625,000 $ 3,318 Derivatives in a liability position: Accrued expenses and other current liabilities $ 625,000 $ (2,976 ) The Company records any change in the fair value of derivatives designated as hedging instruments under ASC 815 to other accumulated other comprehensive loss in the consolidated balance sheets, net of deferred taxes, and will later reclassify into earnings when the hedged item affects earnings or is no longer expected to occur. For other derivative contracts that do not qualify or no longer qualify for hedge accounting, changes in the fair value of the derivatives are recognized in earnings each period. In the third quarter of 2015, the Company paid $32.9 million to terminate the interest rate swap agreements it entered into during October 2013. Amounts previous recorded in accumulated other comprehensive loss related to these interest rate swaps, totaling $29.6 million on the termination date, are being reclassified into earnings over the term of the previously hedged borrowing using the swaplet method. For the terminated swaps, the Company reclassified $6.5 million , $6.8 million , and $6.3 million previously recorded in accumulated other comprehensive loss into interest expense during the years ended December 31, 2019 , 2018 , and 2017 , respectively. The closing of the refinancing of the Senior Secured Credit Facility in October 2019 did not impact the amortization of losses frozen in accumulated other comprehensive loss associated with the terminated swaps. The table below presents the effect of the Company's derivatives on the consolidated statements of operations and comprehensive income (in thousands): Years Ended December 31, Derivatives in Cash Flow Hedging Relationships (Interest Rate Contracts) 2019 2018 2017 Amount of pre-tax (loss) gain recognized in other comprehensive income on derivatives $ (5,928 ) $ 3,159 $ 245 Amount of loss reclassified from accumulated other comprehensive loss into interest expense, net on derivatives (6,173 ) (6,477 ) (6,855 ) The Company expects that $7.5 million of unrealized losses will be reclassified out of accumulated other comprehensive loss and into interest expense, net over the next 12 months . The following table presents the effect of cash flow hedge accounting on the consolidated statements of operations (in thousands): Years Ended December 31, 2019 2018 2017 Interest expense, net $ (51,987 ) $ (57,399 ) (46,729 ) Loss on cash flow hedging relationships in Subtopic 815-20 (interest contracts): Loss reclassified from accumulated other comprehensive loss into interest expense, net (6,173 ) (6,477 ) (6,855 ) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table presents a summary of the components of accumulated other comprehensive loss (in thousands): Foreign Currency Translation Derivative Instruments Total Balance at December 31, 2016 $ (201,091 ) $ (23,595 ) $ (224,686 ) Other comprehensive income before reclassifications, net of tax 83,911 149 84,060 Reclassification adjustments, net of tax — 4,156 4,156 Balance at December 31, 2017 (117,180 ) (19,290 ) (136,470 ) Other comprehensive (loss) income before reclassifications, net of tax (41,169 ) 2,152 (39,017 ) Reclassification adjustments, net of tax — 4,828 4,828 Balance at December 31, 2018 (158,349 ) (12,310 ) (170,659 ) Impact from adoption of ASU 2018-02, Reclassification of certain tax effects from accumulated other comprehensive income — 1,419 1,419 Balance at January 1, 2019 (158,349 ) (10,891 ) (169,240 ) Other comprehensive income (loss) before reclassifications, net of tax 9,007 (3,031 ) 5,976 Reclassification adjustments, net of tax — 3,156 3,156 Balance at December 31, 2019 $ (149,342 ) $ (10,766 ) $ (160,108 ) Foreign Currency Translation The change in the foreign currency translation adjustment during the year ended December 31, 2019 was primarily due to the movements in the British pound, or GBP, Euro, or EUR, Canadian dollar, or CAD, and Russian ruble, or RUB, exchange rates against the U.S. dollar, or USD. The USD strengthened by 3.5% , 4.7% and 12.0% versus the GBP, CAD and RUB, respectively, during the year ended December 31, 2019 , and the USD depreciated by 2.0% versus the EUR, respectively, during the same period. The movement in the GBP, CAD and RUB represented $11.8 million , $1.9 million and $3.0 million , respectively, of the $9.0 million income recorded to accumulated other comprehensive loss during the year ended December 31, 2019 . The overall change was partially offset by losses in the EUR, representing $6.1 million of the adjustment, respectively. The change in the foreign currency translation adjustment during the year ended December 31, 2018 was primarily due to the movements in the GBP, EUR, CAD, and RUB exchange rates against the USD. The USD strengthened by 5.6% , 4.5% , 7.9% and 17.1% versus the GBP, EUR, CAD and RUB respectively, during the year ended December 31, 2018 . The movement in the GBP, EUR, CAD and RUB represented $12.4 million , $15.2 million , $3.2 million and $4.6 million , respectively, of the $41.2 million loss recorded to accumulated other comprehensive loss during the year ended December 31, 2018 . The change in the foreign currency translation adjustment during the year ended December 31, 2017 was primarily due to the movements in the GBP, EUR, CAD, and RUB exchange rates against the USD. The USD depreciated by 9.3% , 13.7% , 7.1% , and 6.2% versus the GBP, EUR, CAD, and RUB respectively, during the year ended December 31, 2017 . The movement in the GBP, EUR, CAD, and RUB represented $46.0 million , $31.0 million , $3.5 million , and $1.9 million respectively, of the $83.9 million income recorded to accumulated other comprehensive loss during the year ended December 31, 2017 . Accumulated earnings of the Company’s U.K. subsidiary totaling $375.4 million have been previously taxed in the U.S. or were deemed to have been repatriated as part of the one-time transition tax under the Act enacted December 22, 2017. The Company has deemed a corresponding amount of intercompany accounts between its U.S. and U.K. subsidiaries to be of a long-term investment nature; these balances have been remeasured to foreign currency translation adjustment during the year ended December 31, 2019 . Derivative Instruments See Note 17 for further information on changes to accumulated other comprehensive loss related to the derivative instruments. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding for the applicable period. Diluted net income per share is calculated after adjusting the denominator of the basic net income per share calculation for the effect of all potentially dilutive common shares, which in the Company’s case, includes shares issuable under the stock option and incentive award plan. The following table reconciles the basic to diluted weighted average shares outstanding (in thousands): Years Ended December 31, 2019 2018 2017 Basic weighted average common shares outstanding 64,506 64,123 62,437 Effect of dilutive stock options and RSAs/RSUs 1,498 2,218 3,336 Diluted weighted average common shares outstanding 66,004 66,341 65,773 Anti-dilutive shares 1,998 1,620 741 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents the Company’s supplemental cash flow information (in thousands): Years Ended December 31, 2019 2018 2017 Cash paid during the period for: Income taxes, net of refunds $ 111,283 $ 43,127 $ 47,829 Interest 42,198 48,911 48,330 Non-cash investing and financing activities: Issuance of common stock for the acquisition of Value Health Solutions, Inc. — — 369 Accrued fixed assets purchases 9,767 10,312 3,962 Cashless exercises of stock options — 12,390 13,252 The acquisition date fair value of contingent consideration liabilities recorded during the year ended December 31, 2017 totaled $155.8 million . Refer to Note 3 - Significant Accounting Polices and Note 5 - Business Combinations. Supplemental cash flow disclosures related to the adoption of ASC 842 are included in Note 8 - Leases. |
Operations by Geographic Area
Operations by Geographic Area | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Operations by Geographic Area | Operations by Geographic Area The table below presents certain enterprise‑wide information about the Company’s operations by geographic area for the years ended December 31, 2019 , 2018 and 2017 . The Company attributes revenues to geographical locations based upon where the services are performed. The Company’s operations within each geographical region are further broken down to show each country which accounts for 10% or more of the totals (in thousands): Years Ended December 31, 2019 2018 Revenue: Americas: United States $ 2,082,204 $ 1,962,509 Other 48,670 47,116 Americas 2,130,874 2,009,625 Europe, Africa, and Asia-Pacific United Kingdom 758,432 689,345 Netherlands 113,029 115,778 Other 63,927 57,174 Europe, Africa, and Asia-Pacific 935,388 862,297 Total revenue $ 3,066,262 $ 2,871,922 Year Ended December 31, 2017 Service Revenue (1) : Americas: United States $ 1,310,772 Other 42,227 Americas 1,352,999 Europe, Africa, and Asia-Pacific United Kingdom 479,623 Netherlands 79,555 Other 36,197 Europe, Africa, and Asia-Pacific 595,375 Total service revenue 1,948,374 Reimbursement revenues 311,015 Total revenue $ 2,259,389 (1) As noted in Note 3, the Company adopted ASC 606 on January 1, 2018 using the modified retrospective method. Comparative prior period amounts continue to be reported under the accounting standards in effect for the period presented. December 31, 2019 2018 Long-lived assets (2) : Americas: United States $ 220,167 $ 118,860 Other 6,944 950 Americas 227,111 119,810 Europe, Africa, and Asia-Pacific United Kingdom 21,872 4,153 Netherlands 41,527 18,321 Other 76,549 12,480 Europe, Africa, and Asia-Pacific 139,948 34,954 Total long-lived assets $ 367,059 $ 154,764 (2) As noted in Note 3, the Company adopted ASC 842 on January 1, 2019 and has elected to use the effective date as the date of initial application on transition. Comparative prior period amounts continue to be reported under the accounting standards in effect for the period presented. The Company is managed through two reportable segments, (i) Clinical Research and (ii) Data Solutions. In accordance with the provisions of ASC 280, "Segment Reporting", the Company's chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. • Clinical Research Segment : The Clinical Research segment, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial related services. • Data Solutions Segment : The Data Solutions segment provides data and analytics, technology solutions and real-world insights and services primarily to the Company’s life science clients. The Company's chief operating decision maker uses segment profit as the primary measure of each segment's operating results in order to allocate resources and in assessing the Company's performance. Asset information by segment is not presented, as this measure is not used by the chief operating decision maker to assess the Company's performance. The Company’s reportable segment information is presented below (in thousands): Years Ended December 31, 2019 2018 2017 Revenue: Clinical Research $ 2,812,969 $ 2,622,409 $ 2,168,891 Data Solutions 253,293 249,513 90,498 Total revenue 3,066,262 2,871,922 2,259,389 Direct costs (exclusive of depreciation and amortization) : Clinical Research 1,366,066 1,334,803 1,231,690 Data Solutions 173,475 165,423 52,178 Total direct costs (exclusive of depreciation and amortization) 1,539,541 1,500,226 1,283,868 Reimbursable expenses: Clinical Research 650,080 570,405 311,015 Data Solutions — — — Total reimbursable expenses 650,080 570,405 311,015 Segment profit: Clinical Research 796,823 717,201 626,186 Data Solutions 79,818 84,090 38,320 Total segment profit $ 876,641 $ 801,291 $ 664,506 Less expenses not allocated to segments: Selling, general and administrative expenses 394,925 371,795 321,987 Transaction-related costs 1,835 35,817 87,709 Depreciation and amortization expense 114,898 112,247 78,227 Loss on disposal of fixed assets, net 1,058 120 358 Consolidated income from operations 363,925 281,312 176,225 Interest expense, net (51,987 ) (57,399 ) (46,729 ) Loss on modification or extinguishment of debt (3,928 ) (952 ) (15,023 ) Foreign currency losses, net (2,257 ) (1,043 ) (39,622 ) Other income (expense), net 174 (371 ) (304 ) Consolidated income before income taxes and equity in income of unconsolidated joint ventures $ 305,927 $ 221,547 $ 74,547 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments | Operations by Geographic Area The table below presents certain enterprise‑wide information about the Company’s operations by geographic area for the years ended December 31, 2019 , 2018 and 2017 . The Company attributes revenues to geographical locations based upon where the services are performed. The Company’s operations within each geographical region are further broken down to show each country which accounts for 10% or more of the totals (in thousands): Years Ended December 31, 2019 2018 Revenue: Americas: United States $ 2,082,204 $ 1,962,509 Other 48,670 47,116 Americas 2,130,874 2,009,625 Europe, Africa, and Asia-Pacific United Kingdom 758,432 689,345 Netherlands 113,029 115,778 Other 63,927 57,174 Europe, Africa, and Asia-Pacific 935,388 862,297 Total revenue $ 3,066,262 $ 2,871,922 Year Ended December 31, 2017 Service Revenue (1) : Americas: United States $ 1,310,772 Other 42,227 Americas 1,352,999 Europe, Africa, and Asia-Pacific United Kingdom 479,623 Netherlands 79,555 Other 36,197 Europe, Africa, and Asia-Pacific 595,375 Total service revenue 1,948,374 Reimbursement revenues 311,015 Total revenue $ 2,259,389 (1) As noted in Note 3, the Company adopted ASC 606 on January 1, 2018 using the modified retrospective method. Comparative prior period amounts continue to be reported under the accounting standards in effect for the period presented. December 31, 2019 2018 Long-lived assets (2) : Americas: United States $ 220,167 $ 118,860 Other 6,944 950 Americas 227,111 119,810 Europe, Africa, and Asia-Pacific United Kingdom 21,872 4,153 Netherlands 41,527 18,321 Other 76,549 12,480 Europe, Africa, and Asia-Pacific 139,948 34,954 Total long-lived assets $ 367,059 $ 154,764 (2) As noted in Note 3, the Company adopted ASC 842 on January 1, 2019 and has elected to use the effective date as the date of initial application on transition. Comparative prior period amounts continue to be reported under the accounting standards in effect for the period presented. The Company is managed through two reportable segments, (i) Clinical Research and (ii) Data Solutions. In accordance with the provisions of ASC 280, "Segment Reporting", the Company's chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. • Clinical Research Segment : The Clinical Research segment, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial related services. • Data Solutions Segment : The Data Solutions segment provides data and analytics, technology solutions and real-world insights and services primarily to the Company’s life science clients. The Company's chief operating decision maker uses segment profit as the primary measure of each segment's operating results in order to allocate resources and in assessing the Company's performance. Asset information by segment is not presented, as this measure is not used by the chief operating decision maker to assess the Company's performance. The Company’s reportable segment information is presented below (in thousands): Years Ended December 31, 2019 2018 2017 Revenue: Clinical Research $ 2,812,969 $ 2,622,409 $ 2,168,891 Data Solutions 253,293 249,513 90,498 Total revenue 3,066,262 2,871,922 2,259,389 Direct costs (exclusive of depreciation and amortization) : Clinical Research 1,366,066 1,334,803 1,231,690 Data Solutions 173,475 165,423 52,178 Total direct costs (exclusive of depreciation and amortization) 1,539,541 1,500,226 1,283,868 Reimbursable expenses: Clinical Research 650,080 570,405 311,015 Data Solutions — — — Total reimbursable expenses 650,080 570,405 311,015 Segment profit: Clinical Research 796,823 717,201 626,186 Data Solutions 79,818 84,090 38,320 Total segment profit $ 876,641 $ 801,291 $ 664,506 Less expenses not allocated to segments: Selling, general and administrative expenses 394,925 371,795 321,987 Transaction-related costs 1,835 35,817 87,709 Depreciation and amortization expense 114,898 112,247 78,227 Loss on disposal of fixed assets, net 1,058 120 358 Consolidated income from operations 363,925 281,312 176,225 Interest expense, net (51,987 ) (57,399 ) (46,729 ) Loss on modification or extinguishment of debt (3,928 ) (952 ) (15,023 ) Foreign currency losses, net (2,257 ) (1,043 ) (39,622 ) Other income (expense), net 174 (371 ) (304 ) Consolidated income before income taxes and equity in income of unconsolidated joint ventures $ 305,927 $ 221,547 $ 74,547 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) The following table summarizes the Company’s unaudited quarterly results of operations (in thousands, except per share data: 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 722,022 $ 763,309 $ 780,691 $ 800,240 Income from operations 78,723 88,013 95,788 101,401 Provision for income taxes 28,138 24,804 3,375 6,491 Income before equity in gains of unconsolidated joint ventures 44,256 41,055 83,007 74,801 Equity in income of unconsolidated joint ventures — — — — Net income 44,256 41,055 83,007 74,801 Net (income) loss attributable to non-controlling interests (172 ) 73 — — Net income attributable to PRA Health Sciences, Inc. 44,084 41,128 83,007 74,801 Comprehensive income 43,827 39,820 56,384 112,296 Comprehensive income attributable to noncontrolling interest (127 ) (48 ) — — Comprehensive income attributable to PRA Health Sciences, Inc. $ 43,700 $ 39,772 $ 56,384 $ 112,296 Basic earnings per share (1) $ 0.68 $ 0.63 $ 1.28 $ 1.19 Diluted earnings per share (1) $ 0.66 $ 0.62 $ 1.25 $ 1.16 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 701,837 $ 722,841 $ 717,596 $ 729,648 Income from operations (2) 71,948 73,796 38,812 96,756 Provision for income taxes 17,654 17,490 20,248 11,840 Income before equity in gains of unconsolidated joint ventures 39,187 42,236 1,810 71,082 Equity in income of unconsolidated joint ventures 28 46 44 25 Net income 39,215 42,282 1,854 71,107 Net (income) loss attributable to non-controlling interests (234 ) (305 ) (359 ) 345 Net income attributable to PRA Health Sciences, Inc. 38,981 41,977 1,495 71,452 Comprehensive income (loss) 61,294 8,185 (31 ) 50,948 Comprehensive (income) loss attributable to noncontrolling interest (582 ) (48 ) (193 ) 143 Comprehensive income (loss) attributable to PRA Health Sciences, Inc. $ 60,712 $ 8,137 $ (224 ) $ 51,091 Basic earnings per share (1) $ 0.61 $ 0.66 $ 0.02 $ 1.10 Diluted earnings per share (1) $ 0.59 $ 0.64 $ 0.02 $ 1.07 (1) The sum of the quarterly per share amounts may not equal per share amounts reported for year‑to‑date periods. This is due to changes in the number of weighted average shares outstanding and the effects of rounding for each period. (2) During the three months ended September 30, 2018, the Company recorded $42.6 million of transaction-related costs associated with the change in fair value of contingent consideration. During the three months ended March 31, 2018, the Company recorded an $11.6 million reduction to transaction-related costs associated with the change in fair value of contingent consideration. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2020, the Company acquired Care Innovations, Inc., an entity that provides digital health services, for approximately $165 million and additional earn-out payments of up to $50 million contingent on the achievement of certain financial targets. The Company financed the initial payment from cash on hand and the Revolver. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Recently Implemented and Issued Accounting Pronouncements | Recently Implemented Accounting Standards Leases On January 1, 2019, the Company adopted ASC Topic 842, “Leases,” or ASC 842, using the revised modified retrospective approach provided by ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements.” The revised modified retrospective approach recognizes the effects of initially applying the new leases standard as a cumulative effect adjustment to retained earnings as of the adoption date. Under this election, the provisions of ASC 840 apply to the accounting and disclosures for lease arrangements in the comparative periods in the Company's financial statements. The adoption of ASC 842 resulted in the recognition of lease liabilities of $211.7 million (recorded as $31.9 million in short-term lease liabilities and $179.8 million in long-term lease liabilities) and $187.1 million of lease right-of-use, or ROU, assets as of January 1, 2019. Upon adoption of ASC 842, the Company had lease obligations associated with deferred rent, lease loss liabilities, above market lease liabilities, and tenant improvement allowances, totaling $25.7 million , that were reclassified to the lease ROU assets. The Company had prepaid rent balances, totaling $1.1 million , that were reclassified as a reduction of the current portion of operating lease liabilities. The adoption of ASC 842 did not impact the consolidated statements of operations, consolidated statements of cash flows, or earnings per share. Financial Instruments - Targeted Improvements to Accounting for Hedging Activities In August 2017, the Financial Accounting Standards Board, or FASB, issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," in order to simplify certain aspects of hedge accounting and improve disclosures of hedging arrangements. ASU No. 2017-12 eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Entities must apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. The presentation and disclosure requirements must be applied prospectively. The Company adopted this standard effective January 1, 2019 and the application of ASU No. 2017-12 did not have a material impact on the Company's consolidated financial statements. Comprehensive Income - Reclassification of Certain Tax Effects In February 2018, the FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, or the Act. The amendments in this update also require entities to disclose their accounting policy for releasing income tax effects from accumulated other comprehensive income. The Company adopted this standard effective January 1, 2019 and the application of ASU No. 2018-02 resulted in a reclassification of $1.4 million from accumulated other comprehensive loss to retained earnings for the stranded tax effects resulting from the Act. Recently Issued Accounting Standards Goodwill simplification In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment,” in order to simplify the subsequent measurement of goodwill by eliminating the Step 2 goodwill impairment test. Under the amendments in this ASU, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments to ASU No. 2017-04 are effective for fiscal years beginning after December 15, 2019. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company's consolidated financial statements. Cloud computing In August 2018, the FASB issued ASU No. 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," in order to expand on the FASB's guidance of capitalized costs incurred in a cloud computing arrangement. The amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments to ASU No. 2018-15 are effective for the reporting period beginning after December 15, 2019, and interim periods therein. The adoption of ASU No. 2018-15 is not expected to have a material impact on the Company's consolidated financial statements. Financial Instruments - Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the reporting period beginning after December 15, 2019, and the interim periods therein. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial statements. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts and operations of the Company, its subsidiaries and investments in which the Company has control. Amounts pertaining to the non-controlling ownership interests held by third parties in the operating results and financial position of the Company’s majority-owned subsidiaries are reported as non-controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. |
Variable Interest Entities | The accounting guidance issued by the FASB concerning a variable interest entity, or VIE, addresses the consolidation of business enterprise to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance focuses on controlling financial interests that may be achieved through arrangements that do not involve voting interests. The guidance requires an assessment of who the primary beneficiary is and whether the primary beneficiary should consolidate the VIE. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the variable interest entity that most significantly impacts the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Application of the VIE consolidation requirements may require the exercise of significant judgment by management. Takeda PRA Development Center KK The Company entered into a joint venture with Takeda Pharmaceutical Company Ltd. during 2017. The joint venture was dissolved during the second quarter of 2019. For further discussion on the joint venture, refer to Note 5, Business Combinations. Accounts Receivable Financing Agreement On March 22, 2016, the Company entered into a receivable financing agreement, which the Company refers to as the "Accounts Receivable Financing Agreement," to securitize certain of its accounts receivable. This agreement was subsequently amended on May 31, 2018. Under the accounts receivable financing agreement, certain of the Company’s U.S. accounts receivable and unbilled services balances are sold by certain of its consolidated subsidiaries to another of its consolidated subsidiaries, a wholly-owned bankruptcy-remote special purpose entity, or SPE. The SPE in turn may borrow up to $200.0 million from a third-party lender, secured by liens on the receivables and other assets of the SPE. The Company retains the servicing of the securitized accounts receivable portfolio and has a variable interest in the SPE by holding the residual equity. The Company determined that the SPE is a VIE and it is the primary beneficiary because (i) the Company’s servicing responsibilities for the securitized portfolio gives it the power to direct the activities that most significantly impact the performance of the VIE and (ii) its variable interest in the VIE gives it the obligation to absorb losses and the right to receive residual returns that could potentially be significant. As a result, the Company has consolidated the VIE within its financial statements. |
Risks and Other Factors | The Company’s revenues are dependent on research and development expenditures of the pharmaceutical and biotechnology industries. Any significant reduction in research and development expenditures by the pharmaceutical and biotechnology industries could have a material adverse effect on the Company and its results of operations. Clients of the Company generally may terminate contracts without cause upon 30 to 60 days’ notice. While the Company generally negotiates deposit payments and early termination fees up front, such terminations could significantly impact the future level of staff utilization and have a material adverse effect on the Company and the results of future operations. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In particular, the Company’s primary method of revenue recognition requires estimates of costs to be incurred to fulfill existing long-term contract obligations. Actual results could differ from those estimates. Estimates are also used when accounting for certain items such as allowance for doubtful accounts, depreciation and amortization, asset impairment, certain acquisition-related assets and liabilities including contingent consideration, income taxes, fair value determinations, and contingencies. |
Reportable Segments | The Company is managed through two reportable segments, Clinical Research and Data Solutions. Clinical Research, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial related services. Data Solutions provides data and analytics, technology solutions and real-world insights and services to companies in the pharmaceutical industry. The Clinical Research segment is solely focused on the execution of clinical trials on a global basis. The Company has considered whether the delivery of the different types of capabilities in various stages of clinical development constitute separate products or lines of service in accordance with ASC Topic 280, “Segment Reporting,” or ASC 280, and has concluded that there are substantial similarities and overlaps in the capabilities delivered at each stage of clinical development, with the primary differences between the Early Development Services, or EDS, compared to the Product Registration, or PR, and Strategic Solutions, or SS, relating to the points during the life cycle of a clinical trial at which such capabilities are delivered. After review and analysis of the operating characteristics of each service offering and using the aggregation characteristics under ASC 280, the Company has concluded that the services provided are similar across most characteristics. The Company's operations consist of two reportable segments. This represents management's view of the Company's operations based on its management and internal reporting structure. The Company considered the guidance in ASC 350, “Intangibles—Goodwill and Other,” which notes that a reporting unit is an operating segment or one level below an operating segment. PR, EDS, and SS are the business units that are one level below the Company’s Clinical Research operating segment and the Company determined that they meet the definition of “components,” as discrete financial information exists and this information is regularly reviewed by management. The Data Solutions operating segment does not have any material components. |
Business Combinations, Contingent Consideration and Transaction-related Cost | Transaction-related costs consist primarily of: (1) the change in the fair value of acquisition-related contingent consideration; (2) costs incurred in connection with due diligence performed in connection with acquisitions; (3) costs associated with the accounts receivable financing agreement; (4) third-party fees incurred in connection with secondary offerings and share repurchases; and (5) stock-based compensation expense related to the release of the transfer restrictions on vested options. Business combinations are accounted for using the acquisition method and, accordingly, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree are recorded at their estimated fair values on the date of the acquisition. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. The consideration for the Company’s acquisitions may include potential future earn-out payments that are contingent upon the occurrence of particular events. These payments might be based on the achievement of future revenue or earnings milestones. The Company records a contingent consideration obligation for such contingent payments at fair value on the acquisition date. The Company estimates the fair value of contingent consideration obligations through valuation models designed to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates. Estimated payments are discounted using present value techniques to arrive at an estimated fair value at the balance sheet date. Changes in the fair value of the contingent consideration obligations, excluding adjustments that qualify as measurement period adjustments, are recognized within the Company’s consolidated statements of operations. Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates, changes in the amount or probability of achieving certain revenue or earnings targets. These fair value measurements are based on significant inputs not observable in the market. Substantial judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions or actual results could have a material impact on the amount of contingent consideration expense the Company records in any given period. |
Contingent Losses | The Company provides for contingent losses when (1) it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements and (2) the amount of the loss can be reasonably estimated. Disclosure in the notes to the consolidated financial statements is required for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred. The Company expenses, as incurred, the costs of defending legal claims against the Company. |
Cash Equivalents | The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2019 and 2018 , substantially all of the Company’s cash and cash equivalents were held in or invested with large financial institutions. Certain bank deposits may at times be in excess of the Federal Deposit Insurance Corporation insurance limits. |
Restricted Cash | The Company receives cash advances from its customers to be used for the payment of investigator costs and other pass-through expenses. The terms of certain customer contracts require that such advances be maintained in separate escrow accounts; these accounts are not commingled with the Company’s cash and cash equivalents and are presented separately in the consolidated balance sheets as restricted cash. |
Accounts Receivable and Unbilled Services | Accounts receivable represent amounts for which invoices have been sent to clients based upon contract terms. Unbilled services represent amounts earned for services that have been rendered but for which customers have not been billed. Unbilled services where the Company’s right to bill is conditioned on something other than the passage of time are contract assets and are separately disclosed in Note 6, Accounts Receivable, Unbilled Services, and Advanced Billings. |
Allowances for Doubtful Accounts | The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company performs credit reviews of each customer, monitors collections and payments from customers, and determines the allowance based upon historical experience and specific customer collection issues. The Company ages billed accounts receivable and assesses exposure by customer type, by aged category, and by specific identification. After all attempts to collect a receivable have failed, the receivable is written off against the allowance or, to the extent unreserved, to bad debt expense. |
Advanced Billings and Revenue Recognition | Advanced billings, also referred to as contract liabilities, consist of advanced payments and billings on a contract in excess of revenue recognized. These amounts represent consideration received or unconditionally due from a customer prior to transferring services to the customer under the terms of the service contract. These balances are reported net of contract assets on a contract-by-contract basis at the end of each reporting period. In order to determine revenue recognized in the period from advanced billings liabilities, the Company first allocates revenue from the customer contract to the individual advanced billings liability balance outstanding at the beginning of the period until the revenue exceeds that balance. On January 1, 2018, the Company adopted Accounting Standards Codification, or ASC, Topic 606, "Revenue from Contracts with Customers," or ASC 606, using the modified retrospective method for all contracts that were not completed as of January 1, 2018. The financial information for the year ended December 31, 2017 continues to be accounted for under the accounting standards in effect for the period presented. Accordingly, the Company has included its revenue recognition policies and disclosures for the years ended December 31, 2019 and 2018 and the policies and disclosures for the year ended December 31, 2017 below. Revenue Recognition Policies for the years ended December 31, 2019 and 2018 All revenue is generated from contracts with customers. Revenue is recognized when control of the performance obligation is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services. Revenue recognition is determined through the application of the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. Clinical Research The Company generally enters into contracts with customers to provide clinical research services with payments based on either fixed‑service fee, time and materials, or fee‑for‑service arrangements. The Company is also entitled to reimbursement for investigator fees and out-of-pocket costs associated with these services. At contract inception, the Company assesses the services promised in the contracts with customers to identify the performance obligations in the arrangement. The long term arrangements for clinical research services are considered a single performance obligation because the Company provides a highly-integrated service. Revenue is recognized based on the proportion of total contract costs incurred to date to the estimated total contract costs through completion. The Company uses the cost-to-cost measure of progress for these contracts because it best depicts the transfer of control to the customer as the performance obligation is fulfilled. The accounting for these long term contracts involves significant judgment, particularly as it relates to the process of estimating total contract costs, which includes direct costs, reimbursable out-of-pocket expenses, reimbursable investigator fees, and the contract profit. The contracts provide for the right to payment for the work performed to date, which is invoiced to the customer as work progresses, either based on units performed or the achievement of billing milestones. A single performance obligation requires the inclusion of investigator fees and out-of-pocket costs in both the contract revenue value and in the cost used to measure progress in transferring control to the customer. As part of the client proposal and contract negotiation process, the Company develops a detailed project budget for the direct costs and reimbursable costs based on the scope of the work, the complexity of the study, the geographical locations involved and historical experience. The inclusion of investigator fees and out-of-pocket costs in the measurement of progress under these long-term fixed-service fee contracts as part of a single performance obligation can create a timing difference between amounts the Company is entitled to receive in reimbursement for costs incurred and the amount of revenue recognized related to such costs on individual projects, which is recognized as unbilled services. The magnitude of this timing difference compared to historical accounting is dependent on the relative size and progress of the direct service portion of the arrangement compared to the progress of the reimbursable investigator fees and reimbursable out-of-pocket costs relative to their respective forecasted costs over the life of the project. The estimated total contract costs are reviewed and revised periodically throughout the life of the contract, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are identified. The Company establishes pricing based on the Company’s internal pricing guidelines, discount agreements, if any, and negotiations with the client. The transaction price is the contractually defined amount that includes adjustment for variable consideration such as reimbursable costs, discounts, and bonus or penalties, which are estimable. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. A majority of the Company’s long-term contracts undergo modifications over the contract period. During the modification process, the Company recognizes revenue to the extent it incurs costs, provided that a contractual understanding has been reached. Fixed-service fee arrangements for Phase I and Phase IIa clinical services and bio-analytical services are short-term contracts for accounting purposes as these contracts are cancelable and the termination penalties for exiting these contracts are not substantive. The Company generally bills for services on a milestone basis. The transaction price, representing the value of the services to be provided over the contract term inclusive of all costs for which the Company is a principal, is the contractually defined amount that includes adjustment for variable consideration, such as reimbursable expenses and discounts, which are estimable. When multiple performance obligations exist, the transaction price is allocated to the performance obligations on a relative standalone selling price basis. Given the highly integrated nature of the services provided, most contracts represent a single performance obligation. Due to the Company's right to payment for work performed, revenue is recognized over time as services are delivered. Clinical research services delivered under fee-for-service arrangements are recognized over time. The services are accounted for as a single performance obligation that is a series of distinct services with substantially the same pattern of transfer to the customer. Clinical research services provided in these types of arrangements are typically linked to the delivery of resources billed at contractual rates, such rates being dependent on the role and the tenure of the resource provided. The fee-for-service is typically billed one month in arrears, which generally results in an unbilled services asset at period-end. In addition, out-of-pocket costs are reimbursed by the customer. Fees are allocated to each distinct month of service using time elapsed as a measure of progress toward the satisfaction of the performance obligation and variable consideration is allocated to the period in which it is incurred. Revenue from time and materials contracts is recognized as hours are incurred. The Company may offer volume discounts to certain of its large customers based on annual volume, which is variable consideration that is considered in the transaction price. The Company records an estimate of the volume rebate as a reduction of the transaction price based on the estimated total rebates to be earned by the customers for the period. Data Solutions The Company provides data reports and analytics to customers based on agreed-upon specifications, including the timing of delivery, which is typically either weekly, monthly, or quarterly. If a customer requests more than one type of data report or series of data reports within a contract, each distinct type of data report is a separate performance obligation. The contracts provide for the Company to be compensated for the value of each deliverable. The transaction price is determined using list prices, discount agreements, if any, and negotiations with the customers, and generally includes any out-of-pocket expenses. Typically, the Company bills in advance of services being provided with the amount being recorded as advanced billings. When multiple performance obligations exist, the transaction price is allocated to performance obligations on a relative standalone selling price basis. In cases where the Company contracts to provide a series of data reports, or in some cases data, the Company recognizes revenue over time using the “units delivered” output method as the data or reports are delivered. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the services performed. Certain Data Solutions arrangements include upfront customization or consultative services for customers. These arrangements often include payments based on the achievement of certain contractual milestones. Under these arrangements, the Company contracts with a customer to carry out a specific study, ultimately resulting in delivery of a custom report or data product. These arrangements are a single performance obligation given the integrated nature of the service being provided. The Company typically recognizes revenue under these contracts over time, using an output-based measure, generally time elapsed, to measure progress and transfer of control of the performance obligation to the customer. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the service performed. The Company's Data Solutions segment enters into contracts with some of its larger data suppliers that involve non-monetary terms. The Company will issue purchase credits to be used toward the data supplier's purchase of the Company's services. In exchange, the Company receives monetary discounts on the data received from the data suppliers. The fair value of the revenue earned from the customer purchases is determined based on similar product offerings to other customers and is recognized as services are delivered. At the end of the contract year, any unused customer purchase credits may be forfeited or carried over to the next contract year based on the terms of the data supplier contract. For the years ended December 31, 2019 , 2018 and 2017, the Company recognized service in kind revenue of $20.5 million , $21.8 million and $5.8 million , respectively, from these transactions, which is included in revenue in the accompanying consolidated statements of operations. The cost of data acquired under these arrangements is included in direct costs. Significant Judgments and Estimates Accounting for the Company’s long term contracts requires estimates of future costs to be incurred to fulfill the contract obligations. Due to the nature of the work required to be performed by the Company to fulfill performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. The Company's long-term contracts may contain incentive fees, penalties, or other provisions that can either increase or decrease the transaction price. The Company estimates variable consideration at the most likely amount to which the Company expects to be entitled. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company's estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and information that is available to the Company. Judgment is also required to identify performance obligations and in determining the relative standalone selling price of those obligations, specifically for the Data Solutions segment. The estimates and assumptions are evaluated on an ongoing basis and adjusted, as needed, using historical experience and contract specific factors. Actual results could differ significantly from these estimates. Performance Obligations Revenue recognized for the years ended December 31, 2019 and 2018 from reimbursable expenses and services completed in prior periods was $83.4 million and $79.1 million , respectively. This primarily relates to adjustments attributable to changes in estimates such as estimated total contract costs, and from contract modifications on long-term fixed price contracts executed in the current period, which result in changes to the transaction price. The Company does not disclose the value of the transaction price allocated to unsatisfied performance obligations on contracts that have an original contract term of less than one year. These contracts are short in duration and revenue recognition generally follows the delivery of the promised services. The total transaction price for the undelivered performance obligation on contracts with an original initial contract term greater than one year is $5.3 billion as of December 31, 2019 . This amount includes reimbursement revenue and investigator fees. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years . Revenue Recognition Policies for the year ended December 31, 2017 Revenue for services is recognized only after persuasive evidence of an arrangement exists, the sales price is determinable, services have been rendered, and collectability is reasonably assured. Once these criteria have been met, the Company recognizes revenue for the services provided on fixed-fee contracts in the Clinical Research segment based on the proportional performance methodology, which determines the proportion of outputs or performance obligations that have been completed or delivered compared to the total contractual outputs or performance obligations. To measure performance, the Company compares the contract costs incurred to estimated total contract costs through completion. The estimated total contract costs are reviewed and revised periodically throughout the life of the contract, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are first identified. Contract costs consist primarily of direct labor and other project-related costs. The Company recognizes revenue for services provided on fixed-fee contracts in the Data Solutions segment either ratably as earned over the contract period, for subscription-based services, or upon delivery, for one-time delivery of data solutions or reports. Revenue from time and materials contracts is recognized as hours are incurred. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. In the Clinical Research segment, a majority of contracts undergo modifications over the contract period and the Company’s contracts provide for these modifications. During the modification process, the Company recognizes revenue to the extent it incurs costs, provided client acceptance and payment is deemed reasonably assured. The Company records an estimate of the annual volume rebate as a reduction of revenue throughout the period based on the estimated total rebate to be earned for the period. The Company incurs out-of-pocket costs that are reimbursable by its customers. The Company includes out-of-pocket costs both as reimbursement revenue and as reimbursable out-of-pocket costs in the consolidated statements of operations. As is customary in the industry, the Company routinely enters into separate agreements on behalf of its clients with independent physician investigators in connection with clinical trials. The funds received for investigator fees are netted against the related cost because such fees are the obligation of the Company’s clients, without risk or reward to the Company. The Company is not obligated either to perform the service or to pay the investigator in the event of default by the client. In addition, the Company does not pay the independent physician investigator until funds are received from the client. Total payments to investigators were $250.9 million for the year ended December 31, 2017. Prior to the year ended December 31, 2018, the Company did not recognize revenue for investigator fees and recognized revenue and the related expense for reimbursable out-of-pocket costs. Upon adoption of ASC 606 on January 1, 2018, all investigator and other reimbursable expenses are included within revenue as part of one performance obligation, as described above. |
Fixed Assets | Fixed assets and software purchased or developed for internal use are recorded at cost and are depreciated on a straight-line basis over the following estimated useful lives: Furniture, fixtures and equipment 5-7 years Computer hardware and software 3-7 years Leasehold improvements Lesser of the life of the lease or useful life of the improvements |
Internal Use Software | The Company accounts for internal use software in accordance with the guidance in ASC 350‑40, “Internal-Use Software," which requires certain direct costs and interest costs incurred during the application stage of development to be capitalized and amortized over the useful life of the software. |
Derivative Financial Instruments | The Company utilizes interest rate swaps to manage changes in market conditions related to debt obligations. All derivatives are measured at fair value and recognized as either assets or liabilities on the consolidated balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of accumulated other comprehensive loss and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Amounts previously recorded in accumulated other comprehensive loss related to these interest rate swaps will be reclassified into earnings over the term of the previously hedged borrowing using the swaplet method. The Company has elected the accounting policy that cash flows associated with interest rate derivative contracts are classified as cash flows from investing activities. |
Fair Value Measurements | Certain assets and liabilities are carried on the accompanying consolidated balance sheets at cost and are not remeasured to fair value on a recurring basis. These assets include finite-lived intangible assets, which are tested when a triggering event occurs, and goodwill and identifiable indefinite-lived intangible assets, which are tested for impairment annually on October 1 or when a triggering event occurs. Interest rate swaps are measured at fair value using a market approach valuation technique. The valuation is based on an estimate of net present value of the expected cash flows using relevant mid-market observable data inputs and based on the assumption of no unusual market conditions or forced liquidation. The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, unbilled services, accounts payable and advanced billings, approximate fair value due to the short maturities of these instruments. |
Impairment of Long-Lived Assets | The Company reviews the recoverability of its long-lived asset groups, including furniture and equipment, computer hardware and software, leasehold improvements, ROU assets and other finite-lived intangibles, when events or changes in circumstances occur that indicate the carrying value of the asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires the Company to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. |
Goodwill and Other Intangibles | Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Separate intangible assets that have finite useful lives are amortized over their estimated useful lives or over the period in which economic benefit is received. The Company’s primary finite-lived intangibles are customer relationships and acquired databases, which are amortized on an accelerated basis, which coincides with the period of economic benefit received by the Company. The Company reviews the carrying value of goodwill to determine whether impairment may exist on an annual basis or whenever it has reason to believe goodwill may not be recoverable. The annual impairment test of goodwill is performed during the fourth quarter of each fiscal year. The Company did not have an impairment for any of the years presented. When evaluating for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit or indefinite-lived intangible asset is impaired. If the Company does not perform a qualitative assessment, or if it determines that it is not more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset exceeds its carrying amount, the Company will calculate the estimated fair value of the reporting unit or indefinite-lived intangible asset. The Company’s decision to perform a qualitative impairment assessment for an individual reporting unit in a given year is influenced by a number of factors, inclusive of the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments and the date of acquisition. During 2019 , as part of the Company’s annual impairment analysis, the Company performed the qualitative assessment for approximately $1.0 billion , or 68.3% of its total goodwill balance, which relates to its EDS, PR and SS business units, and for its indefinite-lived trade name intangible asset balances. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, unbilled services, and derivatives. As of December 31, 2019 , substantially all of the Company’s cash and cash equivalents were held in or invested with large financial institutions. Accounts receivable include amounts due from pharmaceutical and biotechnology companies. The Company establishes an allowance for potentially uncollectible receivables. In management’s opinion, there is no additional material credit risk beyond amounts provided for such losses. |
Foreign Currency | The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of the period. Equity activities are translated at the spot rate effective at the date of the transaction. Revenue and expense accounts and cash flows of these operations are translated at average exchange rates prevailing during the period the transactions occurred. Translation gains and losses are included as an adjustment to the accumulated other comprehensive loss account in stockholders’ equity. In addition, gains or losses related to the Company’s intercompany loans payable and receivable denominated in a foreign currency other than the subsidiary’s functional currency that are deemed to be of a long-term investment nature are remeasured to cumulative translation adjustment and recorded in accumulated other comprehensive loss in the consolidated balance sheets. Translation gains and losses from foreign currency transactions, such as those resulting from the settlement and revaluation of foreign receivables and payables, are included in the determination of net income. These amounts are included in foreign currency (losses) gains, net in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for future deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, a valuation allowance is established to reduce the deferred tax asset to the amount that is more likely than not to be realized. Deferred tax liabilities are recognized for future taxable temporary differences. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. There are uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to, or further interpretations of, regulations. Income tax expense is adjusted in the period in which these events occur, and these adjustments are included in the Company’s consolidated statements of operations. If such changes take place, there is a risk that the Company’s effective tax rate may increase or decrease in any period. A company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. |
Stock-Based Compensation | The primary types of stock-based compensation utilized by the Company are restricted share awards and restricted share units, or collectively RSAs/RSUs, and stock options. The Company accounts for its stock-based compensation for stock options at the grant date, based on fair value of the award, and recognizes it as expense over the employees’ requisite service period. The fair value of each stock option issued during these periods was estimated on the date of grant using the Black-Scholes option pricing model for service condition awards with the following weighted average assumptions: Years Ended December 31, 2019 2018 2017 Risk-free interest rate 1.8 % 2.8 % 1.9 % Expected life, in years 6.1 6.3 6.3 Dividend yield N/A N/A N/A Volatility 30.7 % 28.9 % 29.7 % The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected life represents the period of time the grants are expected to be outstanding. Since the Company does not have sufficient history to estimate the expected volatility of its common share price, expected volatility is based on a blended approach that utilizes the volatility of the Company's common stock for periods in which the Company has sufficient information and the volatility for selected reasonably similar publicly traded companies for which the historical information is available. Forfeitures are accounted for as they occur. The Company accounts for its stock-based compensation for RSAs/RSUs based on the closing market price of the Company’s common stock on the grant date, and recognizes it as expense over the employees’ requisite service period. |
Net Income Per Share | The calculation of net income per share, or EPS, is based on the weighted average number of common shares or common stock equivalents outstanding during the applicable period. The dilutive effect of common stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share, unless the effect of inclusion would be anti-dilutive. |
Debt Issuance Costs | Debt issuance costs relating to the Company’s long-term debt are recorded as a direct reduction of long-term debt; these costs are deferred and amortized to interest expense using the effective interest method, over the respective terms of the related debt. Debt issuance costs relating to the Company’s revolving credit facilities are recorded as an asset; these costs are deferred and amortized to interest expense using the straight-line method. |
Compensated Absences | The Company accrues for the costs of compensated absences to the extent that the employee’s right to receive payment relates to service already rendered, the obligation vests or accumulates, payment is probable and the amount can be reasonably estimated. The Company’s policies related to compensated absences vary by jurisdiction and obligations are recorded net of estimated forfeiture due to turnover when reasonably predictable. |
Operating Leases | Lease Policies for the year ended December 31, 2019 On January 1, 2019, the Company adopted ASC 842 using the revised modified retrospective approach. The revised modified retrospective approach recognizes the effects of initially applying the new leases standard as a cumulative effect adjustment to retained earnings as of the adoption date. Under this election, the provisions of ASC 840 apply to the accounting and disclosures for lease arrangements in the comparative periods in an entity’s financial statements. In addition, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing leases. Upon the initial application of ASC 842 on January 1, 2019, or the transition date, lease liabilities were measured by using the remaining minimum rental payments under ASC 840. The Company’s ASC 840 minimum rental payments include executory costs and rental payments that depend on an index or rate are calculated based on the rate in effect at the transition date. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the transition date. In addition to recognizing the lease liability, the Company recognized a corresponding lease ROU asset. The ROU asset is initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives and deferred rent. As of the transition date, the Company’s leases consisted of only operating leases and upon recognition of the lease liability and ROU assets, there was no adjustment to retained earnings. All leases entered into after January 1, 2019 are accounted for under ASC 842. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by a lessee. At the lease commencement date, a lease liability is recognized based on the present value of the lease payments not yet paid, discounted using the discount rate for the lease at lease commencement. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company's leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease term and economic environment at the lease commencement date. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. With limited exceptions, the nature of the Company's facility leases is such that there are not economic or other conditions that would indicate that it is reasonably certain at lease commencement that the Company will exercise options to extend the term. The Company determines if its lease obligations are operating or finance leases at the lease commencement date and considers whether the lease grants an option to purchase the underlying asset that it is reasonably certain to exercise, the remaining economic life of the underlying asset, the present value of the sum of the remaining lease payments and any residual value guaranteed, and the nature of the asset. The initial measurement of the lease liability is determined based on the future lease payments, which may include lease payments that depend on an index or a rate (such as the consumer price index or other market index). The Company initially measures payments based on an index or rate by using the applicable rate at lease commencement and subsequent changes in such rates are recognized as variable lease costs. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as they are incurred. The Company’s contracts that include a lease component generally include additional services that are transferred to the lessee (e.g., common-area maintenance services), which are nonlease components. Contracts typically also include other costs and fees that do not provide a separate service to the lessee, such as costs paid by the lessee to reimburse the lessor for administrative costs or payment for the lessor’s costs for property taxes, insurance related to the leased asset, and other lessor costs. The Company elected the practical expedient to account for the lease and nonlease components as a single lease component. At the lease commencement date, the Company recognizes a ROU asset representing its right to use the underlying asset over the lease term. If significant events, changes in circumstances, or other events indicate that the lease term has changed, the Company would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the ROU asset. These reassessment events are typically related to the exercise of optional renewals or significant new investments in leasehold improvements. The costs of services and costs related to reimbursements of the lessor’s cost are generally variable rent obligations, which are excluded from the future lease payments included in the lease liability. For leases with a term of one year or less, or short-term leases, the Company has elected to not recognize the lease liability for these arrangements and the lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. For certain equipment leases, such as vehicles, the Company applies a portfolio approach to account for the operating lease ROU assets and liabilities. The total expense for the operating lease liability is recognized on a straight-line basis over the lease term, beginning on the lease commencement date. The Company classifies the lease costs within operating expenses consistent with the classification policies for all other operating costs. Lease Policies for the years ended December 31, 2018 and 2017 The Company records rent expense for operating leases, some of which have escalating rent over the term of the lease, on a straight-line basis over the initial effective lease term. The Company begins recognition of rent expense on the date of initial possession, which is generally when the Company enters the space and begins to make improvements in preparation for its intended use. Some of the Company’s facility leases provide for concessions by the landlords, including payments for leasehold improvements considered tenant assets, free rent periods, and other lease inducements. The Company reflects these concessions as deferred rent in the accompanying consolidated financial statements. The Company accounts for the difference between rent expense and rent paid as deferred rent. For tenant allowances for improvements considered to be tenant assets, rent holidays and other lease incentives, the Company records a deferred rent liability at the inception of the lease term and amortizes the deferred rent over the term of the lease as a reduction to rent expense. For tenant allowances considered to be property owner assets, the payment is treated as a reimbursement for the cost of the lessor asset. |
Prior Period Reclassifications | Certain amounts in prior periods have been reclassified to conform with current period presentation. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of cash, cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 236,232 $ 144,221 $ 192,229 Restricted cash 38 488 661 Total cash, cash equivalents, and restricted cash $ 236,270 $ 144,709 $ 192,890 |
Restrictions on cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 236,232 $ 144,221 $ 192,229 Restricted cash 38 488 661 Total cash, cash equivalents, and restricted cash $ 236,270 $ 144,709 $ 192,890 |
Schedule of estimated useful lives of fixed assets | Fixed assets and software purchased or developed for internal use are recorded at cost and are depreciated on a straight-line basis over the following estimated useful lives: Furniture, fixtures and equipment 5-7 years Computer hardware and software 3-7 years Leasehold improvements Lesser of the life of the lease or useful life of the improvements The carrying amount of fixed assets is as follows (in thousands): December 31, 2019 2018 Computer hardware and software $ 207,931 $ 172,346 Leasehold improvements 82,482 58,300 Furniture and equipment 48,305 45,962 Total fixed assets 338,718 276,608 Accumulated depreciation (158,002 ) (121,844 ) Total fixed assets, net $ 180,716 $ 154,764 |
Summary of the fair value of financial assets and liabilities measured on a recurring basis | The following table summarizes the fair value of the Company’s financial liabilities that are measured on a recurring basis as of December 31, 2019 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Interest rate swaps $ — $ 2,976 $ — $ 2,976 Total $ — $ 2,976 $ — $ 2,976 The following table summarizes the fair value of the Company’s financial assets that are measured on a recurring basis as of December 31, 2018 (in thousands): Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ — $ 3,318 $ — $ 3,318 Total $ — $ 3,318 $ — $ 3,318 |
Summary of the changes in Level 3 financial assets and liabilities measured on a recurring basis | The following table summarizes the changes in Level 3 financial liabilities measured on a recurring basis (in thousands): Contingent consideration - Accrued expenses and other current liabilities Contingent consideration - Other long-term liabilities Balance at December 31, 2017 — 50,644 Reclassification adjustment 50,644 (50,644 ) Change in fair value recognized in transaction-related costs 34,538 — Transfer out (85,182 ) — Balance at December 31, 2018 $ — $ — |
Schedule of concentration of risk by risk factor | Revenue from individual customers greater than 10% of consolidated revenue in the respective periods was as follows: Years Ended December 31, 2019 2018 2017 (1) Customer A * * 10.3 % Customer B * * * (1) As noted in the Revenue Recognition section of this Note, the Company adopted ASC 606 on January 1, 2018 using the modified retrospective method. Comparative prior period amounts were calculated using service revenue only. * Less than 10% Accounts receivable and unbilled receivables from individual customers that were equal to or greater than 10% of consolidated accounts receivable and unbilled receivables at the respective dates were as follows: December 31, 2019 2018 Customer A 11.2 % 12.2 % Customer B 15.6 % 11.4 % * Less than 10% |
Schedule of weighted-average assumptions used for calculating fair values of stock options granted | The fair value of each stock option issued during these periods was estimated on the date of grant using the Black-Scholes option pricing model for service condition awards with the following weighted average assumptions: Years Ended December 31, 2019 2018 2017 Risk-free interest rate 1.8 % 2.8 % 1.9 % Expected life, in years 6.1 6.3 6.3 Dividend yield N/A N/A N/A Volatility 30.7 % 28.9 % 29.7 % |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | The Company’s fair value of the net assets acquired as part of the TDC joint venture transaction at the closing date of the business combination is as follows (in thousands): Purchase Price Allocation Cash and cash equivalents $ 8,120 Other current assets 1,671 Other non-current assets 799 Accounts payable and accrued expenses (2,380 ) Estimated fair value of net assets acquired 8,210 PRA purchase price 5,440 Fair value of Takeda's noncontrolling interest 5,440 Total goodwill $ 2,670 The Company’s purchase price allocation is as follows (in thousands): Purchase Price Allocation Weighted Amortization Period Cash and cash equivalents $ 26,297 Accounts receivable and unbilled services 39,132 Other current assets 23,726 Fixed assets 12,340 Customer relationships 190,100 10 years Database 137,100 3 years Tradename 2,000 2 years Accounts payable and accrued expenses (42,222 ) Advanced billings (66,846 ) Deferred tax liabilities (104,869 ) Other long-term liabilities (6,740 ) Estimated fair value of net assets acquired 210,018 Purchase price, including contingent consideration and working capital adjustment 686,877 Total goodwill $ 476,859 The Company’s purchase price allocation is as follows (in thousands): Purchase Price Allocation Weighted Amortization Period Cash and cash equivalents $ 132 Accounts receivable and unbilled services 929 Other current assets 26 Software intangible 15,500 5 years Other intangibles 920 5 years Accounts payable and accrued expenses (780 ) Advanced billings (692 ) Other long-term liabilities (31 ) Estimated fair value of net assets acquired 16,004 Purchase price, including contingent consideration 47,339 Total goodwill $ 31,335 |
Schedule of unaudited pro-forma information | The following unaudited pro-forma information assumes the acquisition of Symphony Health occurred as of the beginning of 2016. This pro-forma financial information is not necessarily indicative of operating results if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results. Year Ended (in thousands, except per share amounts) December 31, 2017 Total revenue $ 2,408,770 Net income attributable to PRA Health Sciences, Inc. 104,700 Net income per share: Basic $ 1.68 Diluted $ 1.59 |
Accounts Receivable, Unbilled_2
Accounts Receivable, Unbilled Services, and Advanced Billings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of accounts receivable and unbilled services | Accounts receivable and unbilled services include service revenue, reimbursement revenue, and amounts associated with work performed by investigators. Accounts receivable and unbilled services were (in thousands): December 31, 2019 2018 Accounts receivable $ 512,061 $ 437,001 Unbilled services 149,194 133,147 Total accounts receivable and unbilled services 661,255 570,148 Less allowance for doubtful accounts (2,738 ) (2,049 ) Total accounts receivable and unbilled services, net $ 658,517 $ 568,099 |
Schedule of changes in the allowance for doubtful accounts | A rollforward of the allowance for doubtful accounts is as follows (in thousands): Years Ended December 31, 2019 2018 2017 Beginning balance $ 2,049 $ 1,433 $ 1,203 Charged to income from operations 1,294 605 255 Write-offs, recoveries and the effects of foreign currency exchange (605 ) 11 (25 ) Ending balance $ 2,738 $ 2,049 $ 1,433 |
Schedule of advanced billings | Advanced billings were as follows (in thousands): December 31, 2019 2018 Advanced billings $ 505,714 $ 441,357 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of changes in carrying values of fixed assets | Fixed assets and software purchased or developed for internal use are recorded at cost and are depreciated on a straight-line basis over the following estimated useful lives: Furniture, fixtures and equipment 5-7 years Computer hardware and software 3-7 years Leasehold improvements Lesser of the life of the lease or useful life of the improvements The carrying amount of fixed assets is as follows (in thousands): December 31, 2019 2018 Computer hardware and software $ 207,931 $ 172,346 Leasehold improvements 82,482 58,300 Furniture and equipment 48,305 45,962 Total fixed assets 338,718 276,608 Accumulated depreciation (158,002 ) (121,844 ) Total fixed assets, net $ 180,716 $ 154,764 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of lease expense | The components of lease expense were as follows for the year ended December 31, 2019 (in thousands): Lease cost: Operating lease cost $ 41,573 Short-term lease cost 2,591 Variable lease cost 7,626 Sublease income (178 ) Net lease cost $ 51,612 Total lease expense, net of sublease income, for the years ended December 31, 2018 and 2017 was $39.6 million and $37.0 million , respectively. Supplemental cash flow information related to leases was as follows for the year ended December 31, 2019 (in thousands): Cash paid for amounts included in the measurements of lease liabilities, all included in operating cash flows $ 41,594 Right-of-use assets obtained in exchange for lease obligations 32,423 Other supplemental information related to leases was as follows as of December 31, 2019: Weighted average remaining lease term 7.7 years Weighted average discount rate 4.3% |
Schedule of maturities of lease liabilities | Maturities of operating lease liabilities were as follows as of December 31, 2019 (in thousands): 2020 $ 44,760 2021 43,369 2022 35,179 2023 27,554 2024 19,153 Thereafter 77,067 Total lease payments 247,082 Less imputed interest (37,109 ) Total $ 209,973 |
Schedule of future non-cancelable rent obligations as determined under ASC 840 | As of December 31, 2018 , the Company disclosed the following future non-cancelable rent obligations as determined under ASC 840 (in thousands): 2019 $ 43,675 2020 40,948 2021 37,469 2022 30,238 2023 24,235 Thereafter 90,978 Total lease payments $ 267,543 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are as follows (in thousands): Clinical Research Data Solutions Consolidated Balance at December 31, 2017 $ 1,036,443 $ 475,981 $ 1,512,424 Adjustments to Symphony Health purchase price allocation — 878 878 Adjustments to Parallel 6 purchase price allocation (1,117 ) — (1,117 ) Currency translation (17,423 ) — (17,423 ) Balance at December 31, 2018 1,017,903 476,859 1,494,762 Currency translation 7,994 — 7,994 Balance at December 31, 2019 $ 1,025,897 $ 476,859 $ 1,502,756 |
Schedule of intangible assets | Intangible assets consist of the following (in thousands): December 31, 2019 December 31, 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Customer relationships $ 559,768 $ (137,728 ) $ 422,040 $ 555,915 $ (103,248 ) $ 452,667 Trade names (finite-lived) 28,536 (16,582 ) 11,954 28,505 (12,810 ) 15,695 Patient list and other intangibles 44,474 (35,654 ) 8,820 44,474 (30,939 ) 13,535 Database 137,100 (59,347 ) 77,753 137,100 (32,561 ) 104,539 Total finite-lived intangible assets 769,878 (249,311 ) 520,567 765,994 (179,558 ) 586,436 Trade names (indefinite-lived) 118,010 — 118,010 118,010 — 118,010 Total intangible assets $ 887,888 $ (249,311 ) $ 638,577 $ 884,004 $ (179,558 ) $ 704,446 |
Schedule of estimated future amortization expense | Estimated amortization expense related to finite‑lived intangible assets for the next five years and thereafter is as follows (in thousands): 2020 $ 69,194 2021 64,081 2022 49,689 2023 37,943 2024 28,738 2025 and thereafter 270,922 Total $ 520,567 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of accrued expenses | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Compensation, including bonuses, fringe benefits and payroll taxes $ 118,762 $ 133,758 Accrued reimbursable expenses 107,145 89,317 Accrued data costs 27,150 17,422 Interest 4,783 2,980 Acquisition-related contingent consideration — 83,249 Other 44,865 42,751 Total accrued expenses and other current liabilities $ 302,705 $ 369,477 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The Company had the following debt outstanding as of December 31, 2019 and 2018 (in thousands): Interest rate as of December 31, 2019 Principal amount Maturity Date December 31, 2019 December 31, 2018 Senior Secured Credit Facility: First Lien Term Loan 3.21 % $ 1,000,000 $ 916,533 October 2024 Revolver 3.21 % 88,800 — October 2024 Accounts receivable financing agreement 3.22 % 170,000 170,000 May 2021 Total debt 1,258,800 1,086,533 Less current portion of Revolver (1) (88,800 ) — Less current portion of long-term debt (25,000 ) — Total long-term debt 1,145,000 1,086,533 Less debt issuance costs (4,822 ) (4,149 ) Total long-term debt, net $ 1,140,178 $ 1,082,384 (1) The Company assesses its ability and intent to repay the outstanding borrowings on the Revolver at the end of each reporting period in order to determine the proper balance sheet classification. Outstanding borrowings on the Revolver that the Company intends to repay in less than 12 months are classified as current. |
Schedule of principal payments on long-term debt due | As of December 31, 2019 , the contractual maturities of the Company's debt obligations were as follows (in thousands): 2020 $ 25,000 2021 195,000 2022 25,000 2023 25,000 2024 and thereafter $ 988,800 Total $ 1,258,800 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Aggregated information regarding the Company’s option plans is summarized below: Number of Wtd. Average Exercise Price Wtd. Average Remaining Contractual Life (in Years) Intrinsic Value (in millions) Outstanding at December 31, 2018 4,641,600 $ 62.29 7.8 $ 149.7 Granted 1,157,500 98.44 Exercised (652,769 ) 39.85 Expired/forfeited (284,725 ) 87.23 Outstanding at December 31, 2019 4,861,606 $ 72.45 7.5 $ 188.3 Exercisable at December 31, 2019 1,846,731 $ 42.70 5.7 $ 126.4 |
Schedule of Stock Options by Exercise Price Range | Selected information regarding the Company’s stock options as of December 31, 2019 is as follows: Options Outstanding Options Exercisable Exercise Price Number of Options Wtd. Average Wtd. Average Exercise Price Number of Options Wtd. Average Remaining Life (in Years) Wtd. Average Exercise Price $ 2.94 - 35.50 1,059,531 4.1 $ 13.92 1,059,531 4.1 $ 13.92 $ 37.83 - 75.81 1,304,125 7.4 $ 71.62 455,475 7.3 $ 69.79 $ 75.89 - 95.94 1,265,275 9.1 $ 91.87 87,150 8.0 $ 81.56 $ 96.00 - 116.11 1,232,675 8.7 $ 103.70 244,575 8.7 $ 103.04 |
Schedule of RSA/RSU Activity | Activity related to the Company’s RSAs/RSUs in 2019 is as follows: Awards Wtd. Average Grant-Date Fair Value Intrinsic Value (millions) Unvested at December 31, 2018 344,250 $ 81.39 $ 31.7 Granted 357,936 97.14 Forfeited (44,500 ) 82.09 Vested (25,250 ) 60.89 Unvested at December 31, 2019 632,436 $ 91.07 $ 70.3 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense related to employee stock plans is summarized below (in thousands): Years Ended December 31, 2019 2018 2017 Direct costs $ 14,177 $ 9,508 $ 3,552 Selling, general and administrative 31,657 19,635 9,064 Transaction-related costs — 773 5,294 Total stock-based compensation expense $ 45,834 $ 29,916 $ 17,910 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income before income taxes and equity in income (losses) of unconsolidated joint ventures | The components of income before income taxes and equity in income of unconsolidated joint ventures are as follows (in thousands): Years Ended December 31, 2019 2018 2017 Domestic $ 145,863 $ 45,672 $ (52,083 ) Foreign 160,064 175,875 126,630 $ 305,927 $ 221,547 $ 74,547 |
Schedule of components of the provision for (benefit from) income taxes | The components of the provision for (benefit from) income taxes were as follows (in thousands): Years Ended December 31, 2019 2018 2017 Current: Federal $ 38,333 $ 14,793 $ 30,084 State 13,216 776 2,607 Foreign 35,166 39,998 30,601 Total current income tax expense 86,715 55,567 63,292 Deferred: Federal (15,999 ) 14,224 (70,041 ) State (5,073 ) 1,403 (1,203 ) Foreign (2,835 ) (3,962 ) (4,671 ) Total deferred income tax (benefit) expense (23,907 ) 11,665 (75,915 ) Total income tax expense (benefit) $ 62,808 $ 67,232 $ (12,623 ) |
Schedule of reconciliation of effective income tax rate | Income taxes computed at the statutory U.S. federal income tax rate are reconciled to the provision for (benefit from) income taxes as follows: Years Ended December 31, 2019 2018 2017 Statutory federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 1.6 % 0.8 % (5.5 )% Impact of the U.S. Tax Cuts and Jobs Act of 2017: Rate change — % (5.2 )% (56.0 )% U.S. minimum tax on foreign entities 1.6 % 3.3 % — % Base erosion anti-abuse tax — % 8.4 % — % Tax on foreign earnings: Foreign rate differential 1.8 % 0.8 % (20.3 )% Foreign earnings taxed in the U.S. (1.1 )% 7.9 % 60.7 % Foreign dividends — % — % 5.2 % Research and development credits (1.5 )% (2.6 )% (3.3 )% Stock-based compensation (1.2 )% (9.6 )% (39.9 )% Nondeductible contingent consideration — % 3.1 % 35.4 % Valuation allowance (0.1 )% 0.4 % (28.0 )% Change in liability for uncertain tax positions (1.3 )% 0.4 % (3.2 )% Nondeductible expenses 0.3 % 1.0 % 2.2 % Other (0.6 )% 0.6 % 0.8 % Effective income tax rate 20.5 % 30.3 % (16.9 )% |
Schedule of components of deferred tax assets and liabilities | Components of the deferred tax assets and liabilities were as follows (in thousands): December 31, 2019 2018 Net operating loss carryforwards $ 9,544 $ 15,741 Accruals and reserves 10,043 13,496 Equity based compensation 15,004 8,821 Operating lease liabilities 35,683 — Prepaid expenses and other 9,429 15,809 Deferred and unbilled revenue 64,033 55,771 Tax credits 2,231 2,645 145,967 112,283 Valuation allowance (8,072 ) (9,824 ) Total deferred tax assets (net of valuation allowance) 137,895 102,459 Identified intangibles (156,321 ) (177,845 ) Operating lease right-of-use assets (29,440 ) — Depreciable, amortizable and other property (20,363 ) (16,372 ) Deferred tax liabilities (206,124 ) (194,217 ) Net deferred tax liability $ (68,229 ) $ (91,758 ) Long-term deferred tax asset $ 10,282 $ 8,954 Long-term deferred tax liability $ (78,511 ) $ (100,712 ) |
Schedule of reconciliation of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of gross unrecognized income tax benefits is presented below (in thousands): Years Ended December 31, 2019 2018 2017 Beginning balance $ 12,891 $ 7,911 $ 12,432 Additions based on tax positions related to current year 1,609 764 1,641 Additions for income tax positions of prior years 16,704 1,065 400 Impact of changes in exchange rates (9 ) (58 ) 427 Impact of change in federal tax rate — 4,236 (3,536 ) Settlements with tax authorities (118 ) (180 ) (108 ) Reductions for income tax positions for prior years (356 ) (456 ) (3,174 ) Reductions due to lapse of applicable statute of limitations (363 ) (391 ) (171 ) Ending balance $ 30,358 $ 12,891 $ 7,911 |
Schedule of changes in valuation allowance | A rollforward of the deferred tax asset valuation allowance accounts is as follows (in thousands): Years Ended December 31, 2019 2018 2017 Beginning balance $ 9,824 $ 25,226 $ 21,689 Additions - excess benefit offset to NOL change — — 12,623 Additions - purchase accounting — — 219 Additions - charged to expense 153 1,428 12,863 Additions - U.S. federal tax rate change — — 1,330 Deductions - charged to expense (including translation adjustments) (1,905 ) (16,830 ) (23,498 ) Ending balance $ 8,072 $ 9,824 $ 25,226 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of notional amounts and fair values (determined using level 2 inputs) of derivatives | The following table presents the notional amounts and fair values (determined using level 2 inputs) of the Company’s derivatives as of December 31, 2019 and 2018 (in thousands): Balance Sheet Classification December 31, 2019 December 31, 2018 Notional amount Asset/(Liability) Notional amount Asset/(Liability) Derivatives in an asset position: Other assets $ 625,000 $ 3,318 Derivatives in a liability position: Accrued expenses and other current liabilities $ 625,000 $ (2,976 ) |
Schedule of the effect of derivatives on the condensed consolidated statements of operations and comprehensive income | The following table presents the effect of cash flow hedge accounting on the consolidated statements of operations (in thousands): Years Ended December 31, 2019 2018 2017 Interest expense, net $ (51,987 ) $ (57,399 ) (46,729 ) Loss on cash flow hedging relationships in Subtopic 815-20 (interest contracts): Loss reclassified from accumulated other comprehensive loss into interest expense, net (6,173 ) (6,477 ) (6,855 ) The table below presents the effect of the Company's derivatives on the consolidated statements of operations and comprehensive income (in thousands): Years Ended December 31, Derivatives in Cash Flow Hedging Relationships (Interest Rate Contracts) 2019 2018 2017 Amount of pre-tax (loss) gain recognized in other comprehensive income on derivatives $ (5,928 ) $ 3,159 $ 245 Amount of loss reclassified from accumulated other comprehensive loss into interest expense, net on derivatives (6,173 ) (6,477 ) (6,855 ) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Summary of components of accumulated other comprehensive (loss) income | The following table presents a summary of the components of accumulated other comprehensive loss (in thousands): Foreign Currency Translation Derivative Instruments Total Balance at December 31, 2016 $ (201,091 ) $ (23,595 ) $ (224,686 ) Other comprehensive income before reclassifications, net of tax 83,911 149 84,060 Reclassification adjustments, net of tax — 4,156 4,156 Balance at December 31, 2017 (117,180 ) (19,290 ) (136,470 ) Other comprehensive (loss) income before reclassifications, net of tax (41,169 ) 2,152 (39,017 ) Reclassification adjustments, net of tax — 4,828 4,828 Balance at December 31, 2018 (158,349 ) (12,310 ) (170,659 ) Impact from adoption of ASU 2018-02, Reclassification of certain tax effects from accumulated other comprehensive income — 1,419 1,419 Balance at January 1, 2019 (158,349 ) (10,891 ) (169,240 ) Other comprehensive income (loss) before reclassifications, net of tax 9,007 (3,031 ) 5,976 Reclassification adjustments, net of tax — 3,156 3,156 Balance at December 31, 2019 $ (149,342 ) $ (10,766 ) $ (160,108 ) |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average basic and diluted common shares | The following table reconciles the basic to diluted weighted average shares outstanding (in thousands): Years Ended December 31, 2019 2018 2017 Basic weighted average common shares outstanding 64,506 64,123 62,437 Effect of dilutive stock options and RSAs/RSUs 1,498 2,218 3,336 Diluted weighted average common shares outstanding 66,004 66,341 65,773 Anti-dilutive shares 1,998 1,620 741 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table presents the Company’s supplemental cash flow information (in thousands): Years Ended December 31, 2019 2018 2017 Cash paid during the period for: Income taxes, net of refunds $ 111,283 $ 43,127 $ 47,829 Interest 42,198 48,911 48,330 Non-cash investing and financing activities: Issuance of common stock for the acquisition of Value Health Solutions, Inc. — — 369 Accrued fixed assets purchases 9,767 10,312 3,962 Cashless exercises of stock options — 12,390 13,252 |
Operations by Geographic Area (
Operations by Geographic Area (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Operations and Long-Lived Assets by Geographical Region | The Company’s operations within each geographical region are further broken down to show each country which accounts for 10% or more of the totals (in thousands): Years Ended December 31, 2019 2018 Revenue: Americas: United States $ 2,082,204 $ 1,962,509 Other 48,670 47,116 Americas 2,130,874 2,009,625 Europe, Africa, and Asia-Pacific United Kingdom 758,432 689,345 Netherlands 113,029 115,778 Other 63,927 57,174 Europe, Africa, and Asia-Pacific 935,388 862,297 Total revenue $ 3,066,262 $ 2,871,922 Year Ended December 31, 2017 Service Revenue (1) : Americas: United States $ 1,310,772 Other 42,227 Americas 1,352,999 Europe, Africa, and Asia-Pacific United Kingdom 479,623 Netherlands 79,555 Other 36,197 Europe, Africa, and Asia-Pacific 595,375 Total service revenue 1,948,374 Reimbursement revenues 311,015 Total revenue $ 2,259,389 (1) As noted in Note 3, the Company adopted ASC 606 on January 1, 2018 using the modified retrospective method. Comparative prior period amounts continue to be reported under the accounting standards in effect for the period presented. December 31, 2019 2018 Long-lived assets (2) : Americas: United States $ 220,167 $ 118,860 Other 6,944 950 Americas 227,111 119,810 Europe, Africa, and Asia-Pacific United Kingdom 21,872 4,153 Netherlands 41,527 18,321 Other 76,549 12,480 Europe, Africa, and Asia-Pacific 139,948 34,954 Total long-lived assets $ 367,059 $ 154,764 (2) As noted in Note 3, the Company adopted ASC 842 on January 1, 2019 and has elected to use the effective date as the date of initial application on transition. Comparative prior period amounts continue to be reported under the accounting standards in effect for the period presented. |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company’s reportable segment information is presented below (in thousands): Years Ended December 31, 2019 2018 2017 Revenue: Clinical Research $ 2,812,969 $ 2,622,409 $ 2,168,891 Data Solutions 253,293 249,513 90,498 Total revenue 3,066,262 2,871,922 2,259,389 Direct costs (exclusive of depreciation and amortization) : Clinical Research 1,366,066 1,334,803 1,231,690 Data Solutions 173,475 165,423 52,178 Total direct costs (exclusive of depreciation and amortization) 1,539,541 1,500,226 1,283,868 Reimbursable expenses: Clinical Research 650,080 570,405 311,015 Data Solutions — — — Total reimbursable expenses 650,080 570,405 311,015 Segment profit: Clinical Research 796,823 717,201 626,186 Data Solutions 79,818 84,090 38,320 Total segment profit $ 876,641 $ 801,291 $ 664,506 Less expenses not allocated to segments: Selling, general and administrative expenses 394,925 371,795 321,987 Transaction-related costs 1,835 35,817 87,709 Depreciation and amortization expense 114,898 112,247 78,227 Loss on disposal of fixed assets, net 1,058 120 358 Consolidated income from operations 363,925 281,312 176,225 Interest expense, net (51,987 ) (57,399 ) (46,729 ) Loss on modification or extinguishment of debt (3,928 ) (952 ) (15,023 ) Foreign currency losses, net (2,257 ) (1,043 ) (39,622 ) Other income (expense), net 174 (371 ) (304 ) Consolidated income before income taxes and equity in income of unconsolidated joint ventures $ 305,927 $ 221,547 $ 74,547 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Quarterly Results of Operations | The following table summarizes the Company’s unaudited quarterly results of operations (in thousands, except per share data: 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 722,022 $ 763,309 $ 780,691 $ 800,240 Income from operations 78,723 88,013 95,788 101,401 Provision for income taxes 28,138 24,804 3,375 6,491 Income before equity in gains of unconsolidated joint ventures 44,256 41,055 83,007 74,801 Equity in income of unconsolidated joint ventures — — — — Net income 44,256 41,055 83,007 74,801 Net (income) loss attributable to non-controlling interests (172 ) 73 — — Net income attributable to PRA Health Sciences, Inc. 44,084 41,128 83,007 74,801 Comprehensive income 43,827 39,820 56,384 112,296 Comprehensive income attributable to noncontrolling interest (127 ) (48 ) — — Comprehensive income attributable to PRA Health Sciences, Inc. $ 43,700 $ 39,772 $ 56,384 $ 112,296 Basic earnings per share (1) $ 0.68 $ 0.63 $ 1.28 $ 1.19 Diluted earnings per share (1) $ 0.66 $ 0.62 $ 1.25 $ 1.16 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 701,837 $ 722,841 $ 717,596 $ 729,648 Income from operations (2) 71,948 73,796 38,812 96,756 Provision for income taxes 17,654 17,490 20,248 11,840 Income before equity in gains of unconsolidated joint ventures 39,187 42,236 1,810 71,082 Equity in income of unconsolidated joint ventures 28 46 44 25 Net income 39,215 42,282 1,854 71,107 Net (income) loss attributable to non-controlling interests (234 ) (305 ) (359 ) 345 Net income attributable to PRA Health Sciences, Inc. 38,981 41,977 1,495 71,452 Comprehensive income (loss) 61,294 8,185 (31 ) 50,948 Comprehensive (income) loss attributable to noncontrolling interest (582 ) (48 ) (193 ) 143 Comprehensive income (loss) attributable to PRA Health Sciences, Inc. $ 60,712 $ 8,137 $ (224 ) $ 51,091 Basic earnings per share (1) $ 0.61 $ 0.66 $ 0.02 $ 1.10 Diluted earnings per share (1) $ 0.59 $ 0.64 $ 0.02 $ 1.07 (1) The sum of the quarterly per share amounts may not equal per share amounts reported for year‑to‑date periods. This is due to changes in the number of weighted average shares outstanding and the effects of rounding for each period. (2) During the three months ended September 30, 2018, the Company recorded $42.6 million of transaction-related costs associated with the change in fair value of contingent consideration. During the three months ended March 31, 2018, the Company recorded an $11.6 million reduction to transaction-related costs associated with the change in fair value of contingent consideration. |
Recent Accounting Standards (De
Recent Accounting Standards (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liability | $ 209,973 | ||
Current portion of operating lease liabilities | 37,603 | ||
Long-term portion of operating lease liabilities | 172,370 | ||
Operating lease right-of-use assets | 186,343 | ||
Accumulated other comprehensive loss | (160,108) | $ (170,659) | |
Retained earnings | $ 243,282 | $ 254,500 | |
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liability | $ 211,700 | ||
Current portion of operating lease liabilities | 31,900 | ||
Long-term portion of operating lease liabilities | 179,800 | ||
Operating lease right-of-use assets | 187,100 | ||
Deferred rent | 25,700 | ||
Prepaid rent | 1,100 | ||
Restatement adjustment | ASU 2018-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated other comprehensive loss | (1,400) | ||
Retained earnings | $ 1,400 |
Significant Accounting Polici_4
Significant Accounting Policies - Variable Interest Entities (Details) | May 31, 2018USD ($) |
Accounts receivable financing agreement | |
Variable Interest Entities | |
Maximum borrowing capacity | $ 200,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Risks and Other Factors, Reportable Segments, and Restricted Cash (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2019USD ($)reportable_segments | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Reportable segments | 2 | 2 | ||||
Cash and cash equivalents | $ 236,232 | $ 236,232 | $ 236,232 | $ 144,221 | $ 192,229 | |
Restricted cash | 38 | 38 | 38 | 488 | 661 | |
Total cash, cash equivalents, and restricted cash | $ 236,270 | $ 236,270 | $ 236,270 | $ 144,709 | $ 192,890 | $ 149,338 |
Minimum | ||||||
Notice required for a customer to terminate a contract without cause | 30 days | |||||
Maximum | ||||||
Notice required for a customer to terminate a contract without cause | 60 days |
Significant Accounting Polici_6
Significant Accounting Policies - Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and equipment | Minimum | |
Fixed Assets | |
Estimated useful lives | 5 years |
Furniture and equipment | Maximum | |
Fixed Assets | |
Estimated useful lives | 7 years |
Computer hardware and software | Minimum | |
Fixed Assets | |
Estimated useful lives | 3 years |
Computer hardware and software | Maximum | |
Fixed Assets | |
Estimated useful lives | 7 years |
Significant Accounting Polici_7
Significant Accounting Policies - Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Liabilities: | ||
Liabilities fair value | $ 2,976 | |
Assets: | ||
Assets fair value | $ 3,318 | |
Level 1 | ||
Liabilities: | ||
Liabilities fair value | 0 | |
Assets: | ||
Assets fair value | 0 | |
Level 2 | ||
Liabilities: | ||
Liabilities fair value | 2,976 | |
Assets: | ||
Assets fair value | 3,318 | |
Level 3 | ||
Liabilities: | ||
Liabilities fair value | 0 | |
Assets: | ||
Assets fair value | 0 | |
Accrued expenses and other current liabilities | Level 3 | ||
Changes in the fair value of the Company's Level 3 financial liabilities | ||
Beginning balance | 0 | |
Reclassification adjustment | 50,644 | |
Change in fair value recognized in transaction-related costs | 34,538 | |
Transfer out | (85,182) | |
Ending balance | 0 | |
Accrued expenses and other current liabilities | Level 3 | ||
Changes in the fair value of the Company's Level 3 financial liabilities | ||
Beginning balance | 50,644 | |
Reclassification adjustment | (50,644) | |
Change in fair value recognized in transaction-related costs | 0 | |
Transfer out | 0 | |
Ending balance | 0 | |
Interest rate swap | ||
Liabilities: | ||
Liabilities fair value | 2,976 | |
Assets: | ||
Assets fair value | 3,318 | |
Interest rate swap | Level 1 | ||
Liabilities: | ||
Liabilities fair value | 0 | |
Assets: | ||
Assets fair value | 0 | |
Interest rate swap | Level 2 | ||
Liabilities: | ||
Liabilities fair value | 2,976 | |
Assets: | ||
Assets fair value | 3,318 | |
Interest rate swap | Level 3 | ||
Liabilities: | ||
Liabilities fair value | $ 0 | |
Assets: | ||
Assets fair value | $ 0 |
Significant Accounting Polici_8
Significant Accounting Policies - Fair Value Measurements, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 3,318 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | 0 | |
Nonrecurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 2,141,300 | |
Goodwill | 1,502,800 | |
Identifiable intangible assets | $ 638,600 | |
Accrued expenses and other current liabilities | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers out of Level 3 | $ 85,182 |
Significant Accounting Polici_9
Significant Accounting Policies - Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | |||
Goodwill | $ 1,502,756 | $ 1,494,762 | $ 1,512,424 |
Data Solutions | |||
Goodwill [Line Items] | |||
Amount of fair value in excess of carrying amount | $ 185,000 | ||
Percentage of fair value in excess of carrying amount | 27.00% | ||
Clinical Research | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,025,897 | 1,017,903 | 1,036,443 |
Clinical Research | EDS, PR, and SS | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,000,000 | ||
Percentage of goodwill | 68.30% | ||
Data Solutions | |||
Goodwill [Line Items] | |||
Goodwill | $ 476,859 | $ 476,859 | $ 475,981 |
Significant Accounting Polic_10
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 800,240 | $ 780,691 | $ 763,309 | $ 722,022 | $ 729,648 | $ 717,596 | $ 722,841 | $ 701,837 | $ 3,066,262 | $ 2,871,922 | $ 2,259,389 |
Revenue recognized from services completed in prior periods | $ 83,400 | 79,100 | |||||||||
Performance obligation timing description | The Company does not disclose the value of the transaction price allocated to unsatisfied performance obligations on contracts that have an original contract term of less than one year. | ||||||||||
Payments for investigation fees | 250,900 | ||||||||||
Data Solutions | Service In-Kind | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 20,500 | $ 21,800 | $ 5,800 |
Significant Accounting Polic_11
Significant Accounting Policies - Revenue Recognition, Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 $ in Billions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 5.3 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 5 years |
Significant Accounting Polic_12
Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Service revenue | Customer A | |||
Concentration risk | |||
Concentration risk percentage | 10.30% | ||
Accounts receivable and unbilled receivables | Customer A | |||
Concentration risk | |||
Concentration risk percentage | 11.20% | 12.20% | |
Accounts receivable and unbilled receivables | Customer B | |||
Concentration risk | |||
Concentration risk percentage | 15.60% | 11.40% |
Significant Accounting Polic_13
Significant Accounting Policies - Stock-Based Compensation (Details) - Employee stock options | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.80% | 2.80% | 1.90% |
Expected life, in years | 6 years 1 month 6 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Volatility | 30.70% | 28.90% | 29.70% |
Business Combinations - Symphon
Business Combinations - Symphony Health Solutions, Inc., Narrative (Details) - USD ($) | Sep. 06, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration payment | $ 0 | $ 79,663,000 | $ 400,000 | ||||||||||
Goodwill | $ 1,502,756,000 | $ 1,494,762,000 | $ 1,512,424,000 | 1,502,756,000 | 1,494,762,000 | 1,512,424,000 | |||||||
Acquisition-related costs | $ 42,600,000 | $ 11,600,000 | |||||||||||
Benefit from income taxes | $ (6,491,000) | $ (3,375,000) | $ (24,804,000) | $ (28,138,000) | (11,840,000) | $ (20,248,000) | $ (17,490,000) | $ (17,654,000) | (62,808,000) | (67,232,000) | 12,623,000 | ||
Loss on modification or extinguishment of debt | 519,000 | 952,000 | 15,023,000 | ||||||||||
Symphony Health | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid | $ 686,900,000 | ||||||||||||
Fair value of contingent consideration | 147,500,000 | ||||||||||||
Acquisition-related costs | $ 32,600,000 | 85,700,000 | 32,600,000 | 85,700,000 | |||||||||
Contingent consideration payment | $ 83,200,000 | 114,700,000 | 67,800,000 | ||||||||||
Goodwill | 476,859,000 | ||||||||||||
Goodwill expected to be tax deductible | $ 0 | ||||||||||||
Acquisition-related costs | $ 1,400,000 | 6,400,000 | |||||||||||
Service revenue | 90,500,000 | ||||||||||||
Net income | 6,300,000 | ||||||||||||
Symphony Health | Acquisition-related costs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition-related costs | $ 6,400,000 | 6,400,000 | |||||||||||
Loss on modification or extinguishment of debt | 3,100,000 | ||||||||||||
Symphony Health | Acquisition-related transaction costs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Benefit from income taxes | 2,500,000 | ||||||||||||
Symphony Health | Acquisition-related modification or extinguishment of long-term debt | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Benefit from income taxes | $ 1,200,000 |
Business Combinations - Symph_2
Business Combinations - Symphony Health Solutions, Inc., Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 06, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Purchase Price Allocation | ||||
Goodwill | $ 1,502,756 | $ 1,494,762 | $ 1,512,424 | |
Symphony Health | ||||
Purchase Price Allocation | ||||
Cash and cash equivalents | $ 26,297 | |||
Accounts receivable and unbilled services | 39,132 | |||
Other current assets | 23,726 | |||
Fixed assets | 12,340 | |||
Accounts payable and accrued expenses | (42,222) | |||
Advanced billings | (66,846) | |||
Deferred tax liabilities | (104,869) | |||
Other long-term liabilities | (6,740) | |||
Estimated fair value of net assets acquired | 210,018 | |||
Purchase price | 686,877 | |||
Goodwill | 476,859 | |||
Symphony Health | Customer relationships | ||||
Purchase Price Allocation | ||||
Acquired intangibles | $ 190,100 | |||
Weighted Amortization Period | 10 years | |||
Symphony Health | Database | ||||
Purchase Price Allocation | ||||
Acquired intangibles | $ 137,100 | |||
Weighted Amortization Period | 3 years | |||
Symphony Health | Tradename | ||||
Purchase Price Allocation | ||||
Acquired intangibles | $ 2,000 | |||
Weighted Amortization Period | 2 years |
Business Combinations - Symph_3
Business Combinations - Symphony Health Solutions, Inc., Unaudited Pro-Forma Information (Details) - Symphony Health $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Business Combination | |
Total revenue | $ | $ 2,408,770 |
Net income attributable to PRA Health Sciences, Inc. | $ | $ 104,700 |
Net income per share: | |
Basic (in dollars per share) | $ / shares | $ 1.68 |
Diluted (in dollars per share) | $ / shares | $ 1.59 |
Business Combinations - Takeda
Business Combinations - Takeda Transactions, Narrative (Details) - USD ($) | May 31, 2019 | Jun. 01, 2017 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,502,756,000 | $ 1,494,762,000 | $ 1,512,424,000 | ||||
Acquisition-related costs | $ 42,600,000 | $ 11,600,000 | |||||
Acquisition of joint venture | $ 4,138,000 | $ 0 | 0 | ||||
Takeda | TDC Joint Venture | |||||||
Business Acquisition [Line Items] | |||||||
Noncontrolling interest owned by Takeda | 50.00% | ||||||
TDS | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid | $ 700,000 | ||||||
Goodwill | 1,000,000 | ||||||
Goodwill expected to be tax deductible | 0 | ||||||
TDC Joint Venture | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid | 5,400,000 | ||||||
Goodwill | 2,670,000 | ||||||
Goodwill expected to be tax deductible | $ 0 | ||||||
Equity interest in VIE | 50.00% | ||||||
Acquisition-related costs | $ 600,000 | ||||||
Required buy-out of Takeda's ownership | 50.00% | ||||||
Acquisition of joint venture | $ 4,100,000 | ||||||
TDC Joint Venture | Takeda | |||||||
Business Acquisition [Line Items] | |||||||
Noncontrolling interest ownership percentage | 50.00% |
Business Combinations - TDC Joi
Business Combinations - TDC Joint Venture, Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 01, 2017 |
Purchase Price Allocation | ||||
Goodwill | $ 1,502,756 | $ 1,494,762 | $ 1,512,424 | |
TDC Joint Venture | ||||
Purchase Price Allocation | ||||
Cash and cash equivalents | $ 8,120 | |||
Other current assets | 1,671 | |||
Other non-current assets | 799 | |||
Accounts payable and accrued expenses | (2,380) | |||
Estimated fair value of net assets acquired | 8,210 | |||
Purchase price | 5,440 | |||
Fair value of Takeda's noncontrolling interest | 5,440 | |||
Goodwill | $ 2,670 |
Business Combinations - Paralle
Business Combinations - Parallel 6, Inc., Narrative (Details) - USD ($) | May 10, 2017 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Contingent consideration liability recognized | $ 155,800,000 | |||||
Goodwill | 1,512,424,000 | $ 1,502,756,000 | $ 1,494,762,000 | |||
Acquisition-related costs | $ 42,600,000 | $ 11,600,000 | ||||
Parallel 6 | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid | $ 39,000,000 | |||||
Goodwill | 31,335,000 | |||||
Goodwill expected to be tax deductible | 0 | |||||
Acquisition-related costs | $ 1,300,000 | |||||
Parallel 6 | Level 3 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration liability recognized | 8,400,000 | |||||
Parallel 6 | Contingent Earn-out Payments - Sales Targets | ||||||
Business Acquisition [Line Items] | ||||||
Potential earn-out payment | $ 10,000,000 | |||||
Earn-out period | 18 months |
Business Combinations - Paral_2
Business Combinations - Parallel 6, Inc., Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 10, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Purchase Price Allocation | ||||
Goodwill | $ 1,502,756 | $ 1,494,762 | $ 1,512,424 | |
Parallel 6 | ||||
Purchase Price Allocation | ||||
Cash and cash equivalents | $ 132 | |||
Accounts receivable and unbilled services | 929 | |||
Other current assets | 26 | |||
Accounts payable and accrued expenses | (780) | |||
Advanced billings | (692) | |||
Other long-term liabilities | (31) | |||
Estimated fair value of net assets acquired | 16,004 | |||
Purchase price | 47,339 | |||
Goodwill | 31,335 | |||
Parallel 6 | Software intangible | ||||
Purchase Price Allocation | ||||
Acquired intangibles | $ 15,500 | |||
Weighted Amortization Period | 5 years | |||
Parallel 6 | Other intangibles | ||||
Purchase Price Allocation | ||||
Acquired intangibles | $ 920 | |||
Weighted Amortization Period | 5 years |
Accounts Receivable, Unbilled_3
Accounts Receivable, Unbilled Services, and Advanced Billings - Accounts Receivable and Unbilled Services (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Accounts receivable | $ 512,061,000 | $ 437,001,000 |
Unbilled services | 149,194,000 | 133,147,000 |
Total accounts receivable, gross | 661,255,000 | 570,148,000 |
Less allowance for doubtful accounts | (2,738,000) | (2,049,000) |
Accounts receivable and unbilled services, net | 658,517,000 | 568,099,000 |
Contract assets | 76,000,000 | 66,600,000 |
Contract asset impairment losses | $ 0 | $ 0 |
Accounts Receivable, Unbilled_4
Accounts Receivable, Unbilled Services, and Advanced Billings - Changes in the allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 2,049 | $ 1,433 | $ 1,203 |
Charged to income from operations | 1,294 | 605 | 255 |
Write-offs, recoveries and the effects of foreign currency exchange | (605) | 11 | (25) |
Ending balance | $ 2,738 | $ 2,049 | $ 1,433 |
Accounts Receivable, Unbilled_5
Accounts Receivable, Unbilled Services, and Advanced Billings - Advanced Billings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Advanced billings | $ 505,714 | $ 441,357 |
Revenue recognized | 413,100 | 393,200 |
ASU 2014-09 | Adoption of ASC 606 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Advanced billings | $ 64,400 | $ (27,900) |
Fixed Assets - Fixed Assets (De
Fixed Assets - Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fixed Assets | |||
Fixed assets, gross | $ 338,718 | $ 276,608 | |
Accumulated depreciation | (158,002) | (121,844) | |
Total fixed assets, net | 180,716 | 154,764 | |
Depreciation expense | 46,300 | 40,600 | $ 29,000 |
Computer hardware and software | |||
Fixed Assets | |||
Fixed assets, gross | 207,931 | 172,346 | |
Leasehold improvements | |||
Fixed Assets | |||
Fixed assets, gross | 82,482 | 58,300 | |
Furniture and equipment | |||
Fixed Assets | |||
Fixed assets, gross | $ 48,305 | $ 45,962 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | |||
Lease expense, net | $ 39.6 | $ 37 | |
Operating lease not yet commenced | $ 12.9 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, initial term of contract | 3 years | ||
Operating lease, remaining term of contract | 1 year | ||
Operating lease not yet commenced, term of contract | 2 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, initial term of contract | 20 years | ||
Operating lease, remaining term of contract | 20 years | ||
Operating lease not yet commenced, term of contract | 20 years |
Leases - Components of lease ex
Leases - Components of lease expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease cost: | |
Operating lease cost | $ 41,573 |
Short-term lease cost | 2,591 |
Variable lease cost | 7,626 |
Sublease income | (178) |
Net lease cost | 51,612 |
Cash paid for amounts included in the measurements of lease liabilities, all included in operating cash flows | 41,594 |
Right-of-use assets obtained in exchange for lease obligations | $ 32,423 |
Weighted average remaining lease term | 7 years 8 months 12 days |
Weighted average discount rate | 4.30% |
Leases - Schedule of maturities
Leases - Schedule of maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 44,760 |
2021 | 43,369 |
2022 | 35,179 |
2023 | 27,554 |
2024 | 19,153 |
Thereafter | 77,067 |
Total lease payments | 247,082 |
Less imputed interest | (37,109) |
Operating Lease, Liability | $ 209,973 |
Leases - Schedule of future non
Leases - Schedule of future non-cancelable rent obligations as determined under ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 43,675 |
2020 | 40,948 |
2021 | 37,469 |
2022 | 30,238 |
2023 | 24,235 |
Thereafter | 90,978 |
Total lease payments | $ 267,543 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,494,762 | $ 1,512,424 |
Currency translation | 7,994 | (17,423) |
Ending balance | 1,502,756 | 1,494,762 |
Symphony Health | ||
Goodwill [Roll Forward] | ||
Adjustments to goodwill | 878 | |
Parallel 6 | ||
Goodwill [Roll Forward] | ||
Adjustments to goodwill | (1,117) | |
Clinical Research | ||
Goodwill [Roll Forward] | ||
Beginning balance | 1,017,903 | 1,036,443 |
Currency translation | 7,994 | (17,423) |
Ending balance | 1,025,897 | 1,017,903 |
Clinical Research | Symphony Health | ||
Goodwill [Roll Forward] | ||
Adjustments to goodwill | 0 | |
Clinical Research | Parallel 6 | ||
Goodwill [Roll Forward] | ||
Adjustments to goodwill | (1,117) | |
Data Solutions | ||
Goodwill [Roll Forward] | ||
Beginning balance | 476,859 | 475,981 |
Currency translation | 0 | 0 |
Ending balance | $ 476,859 | 476,859 |
Data Solutions | Symphony Health | ||
Goodwill [Roll Forward] | ||
Adjustments to goodwill | 878 | |
Data Solutions | Parallel 6 | ||
Goodwill [Roll Forward] | ||
Adjustments to goodwill | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accumulated impairment charges | $ 0 | $ 0 | |
Impairments | 0 | 0 | $ 0 |
Amortization expense | $ 68,600,000 | $ 71,600,000 | $ 49,200,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 769,878 | $ 765,994 |
Accumulated Amortization | (249,311) | (179,558) |
Total | 520,567 | 586,436 |
Trade names (indefinite-lived) | 118,010 | 118,010 |
Total intangible assets, gross | 887,888 | 884,004 |
Total intangible assets | 638,577 | 704,446 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 559,768 | 555,915 |
Accumulated Amortization | (137,728) | (103,248) |
Total | 422,040 | 452,667 |
Tradename | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 28,536 | 28,505 |
Accumulated Amortization | (16,582) | (12,810) |
Total | 11,954 | 15,695 |
Patient list and other intangibles | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 44,474 | 44,474 |
Accumulated Amortization | (35,654) | (30,939) |
Total | 8,820 | 13,535 |
Database | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 137,100 | 137,100 |
Accumulated Amortization | (59,347) | (32,561) |
Total | $ 77,753 | $ 104,539 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 69,194 | |
2021 | 64,081 | |
2022 | 49,689 | |
2023 | 37,943 | |
2024 | 28,738 | |
2025 and thereafter | 270,922 | |
Total | $ 520,567 | $ 586,436 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Compensation, including bonuses, fringe benefits and payroll taxes | $ 118,762 | $ 133,758 |
Accrued reimbursable expenses | 107,145 | 89,317 |
Accrued data costs | 27,150 | 17,422 |
Interest | 4,783 | 2,980 |
Acquisition-related contingent consideration | 0 | 83,249 |
Other | 44,865 | 42,751 |
Total accrued expenses and other current liabilities | $ 302,705 | $ 369,477 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total | $ 1,258,800 | $ 1,086,533 |
Less current portion of Revolver | (88,800) | 0 |
Less current portion of long-term debt | (25,000) | 0 |
Total long-term debt | 1,145,000 | 1,086,533 |
Less debt issuance costs | (4,822) | (4,149) |
Total long-term debt, net | $ 1,140,178 | 1,082,384 |
Line of credit | Revolver | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.21% | |
Total | $ 88,800 | 0 |
Line of credit | First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.21% | |
Total | $ 1,000,000 | 916,533 |
Secured debt | Accounts receivable financing agreement | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.22% | |
Total | $ 170,000 | $ 170,000 |
Debt - Future Principal Payment
Debt - Future Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Principal payments on long-term debt | ||
2020 | $ 25,000 | |
2021 | 195,000 | |
2022 | 25,000 | |
2023 | 25,000 | |
2024 and thereafter | 988,800 | |
Total | $ 1,258,800 | $ 1,086,533 |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facility (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 28, 2019 | Sep. 03, 2019 | May 31, 2018 | |
Line of Credit Facility [Line Items] | ||||||
Loss on modification of debt | $ 3,928,000 | $ 952,000 | $ 15,023,000 | |||
Loss on extinguishment of debt | 519,000 | 952,000 | 15,023,000 | |||
Prepayment penalty | 0 | $ 0 | $ 9,226,000 | |||
Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding borrowings | $ 300,000,000 | |||||
Loss on modification of debt | 1,900,000 | |||||
Maximum borrowing capacity | $ 1,750,000,000 | |||||
Fees associated with refinancing of debt | 6,600,000 | |||||
Loss on extinguishment of debt | 2,100,000 | |||||
Write-off of unamortized debt issuance costs | 500,000 | |||||
Fees associated with extinguishment | $ 1,600,000 | |||||
Interest period, option one | 1 month | |||||
Interest period, option two | 2 months | |||||
Interest period, option three | 3 months | |||||
Interest period, option four | 6 months | |||||
Letters of credit outstanding | $ 5,400,000 | |||||
Line of credit | First Lien Term Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 1,000,000,000 | |||||
Repayment terms, percent of original principal | 2.50% | |||||
Prepayment penalty | $ 0 | |||||
Secured debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | |||||
Minimum | LIBOR | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin on variable rate basis | 1.00% | |||||
Minimum | ABR | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin on variable rate basis | 0.00% | |||||
Maximum | LIBOR | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin on variable rate basis | 2.00% | |||||
Maximum | ABR | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin on variable rate basis | 1.00% | |||||
Revolver | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 750,000,000 | |||||
Revolver | Minimum | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.15% | |||||
Revolver | Maximum | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.35% | |||||
Letter of credit | Line of credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 25,000,000 |
Debt - Accounts Receivable Fina
Debt - Accounts Receivable Financing Agreement (Details) - Secured debt - USD ($) | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2018 |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 200,000,000 | |||
Accounts receivable financing agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 200,000,000 | |||
Remaining borrowing capacity | $ 30,000,000 | $ 30,000,000 | ||
Notice period for prepayment of loans | 1 day | |||
Notice period required for termination of agreement | 15 days | |||
Accounts receivable financing agreement | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Applicable margin on variable rate basis | 1.60% | 1.25% |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Term Loans, Credit Facility Borrowings, and Accounts Receivable Financing Agreement | ||
Debt Instrument [Line Items] | ||
Fair value of the term loans, borrowings under credit facilities, and accounts receivable financing agreement | $ 1,255.8 | $ 1,084.2 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 30, 2019 | |
Stockholders' Equity Note [Abstract] | ||||
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Share repurchase program, authorized amount | $ 500,000,000 | |||
Secondary public offering, number of shares issued | 6,666,684 | 6,500,000 | 10,000,000 | |
Secondary public offering, expenses | $ 600,000 | $ 500,000 | $ 1,000,000 | |
Number of common stock shares repurchased and retired | 3,079,765 | |||
Purchase price (in dollars per share) | $ 97.41 | |||
Purchase price of common stock | $ 300,000,000 | $ 0 | $ 0 | |
Share repurchase program, remaining authorized amount | $ 200,000,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option and RSA/RSU Activity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 23, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2018 |
Awards | |||||
Shares available for grant, as a percentage of the outstanding balance | 12.50% | ||||
Number of shares available for grant | 2,000,000 | ||||
Employee stock options | |||||
Awards | |||||
Number of stock options rolled into new plan (in shares) | 2,052,909 | ||||
Contractual life | 10 years | ||||
Weighted average fair value of options granted (in dollars per share) | $ 32.89 | $ 34.08 | $ 25.24 | ||
Fair value of options vested in period | $ 22,800 | $ 14,600 | $ 5,200 | ||
Unrecognized compensation cost | $ 113,700 | ||||
Weighted average period for recognition of unrecognized compensation cost | 2 years | ||||
Stock options, RSAs and RSUs | |||||
Awards | |||||
Stock-based compensation expense | $ 45,834 | 29,916 | 17,910 | ||
Stock options, RSAs and RSUs | Transaction-related costs | |||||
Awards | |||||
Stock-based compensation expense | $ 0 | $ 773 | $ 5,294 | ||
Minimum | Employee stock options | |||||
Awards | |||||
Vesting period | 3 years | ||||
Minimum | RSAs and RSUs | Employees | |||||
Awards | |||||
Vesting period | 2 years | ||||
Minimum | RSAs and RSUs | Non-employees | |||||
Awards | |||||
Vesting period | 1 year | ||||
Maximum | Employee stock options | |||||
Awards | |||||
Vesting period | 5 years | ||||
Maximum | RSAs and RSUs | Employees | |||||
Awards | |||||
Vesting period | 3 years | ||||
Maximum | RSAs and RSUs | Non-employees | |||||
Awards | |||||
Vesting period | 2 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity (Details) - Employee stock options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Outstanding at beginning of period (in shares) | 4,641,600 | ||
Granted (in shares) | 1,157,500 | ||
Exercised (in shares) | (652,769) | ||
Expired/forfeited (in shares) | (284,725) | ||
Outstanding at end of period (in shares) | 4,861,606 | 4,641,600 | |
Exercisable (in shares) | 1,846,731 | ||
Wtd. Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 62.29 | ||
Granted (in dollars per share) | 98.44 | ||
Exercised (in dollars per share) | 39.85 | ||
Expired/forfeited (in dollars per share) | 87.23 | ||
Outstanding at end of period (in dollars per share) | 72.45 | $ 62.29 | |
Exercisable (in dollars per share) | $ 42.70 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life, outstanding | 7 years 6 months | 7 years 9 months 18 days | |
Weighted average remaining contractual life, exercisable | 5 years 8 months 12 days | ||
Intrinsic value, outstanding | $ 188.3 | $ 149.7 | |
Intrinsic value, exercisable | $ 126.4 | ||
Weighted average fair value of options granted (in dollars per share) | $ 32.89 | $ 34.08 | $ 25.24 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options by Exercise Price (Details) - Employee stock options | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Range One | |
Stock options by exercise price range | |
Exercise price range, lower limit (in dollars per share) | $ 2.94 |
Exercise price range, upper limit (in dollars per share) | $ 35.50 |
Options Outstanding | |
Number of Options (in shares) | shares | 1,059,531 |
Wtd. Average Remaining Life (in Years) | 4 years 1 month 6 days |
Wtd. Average Exercise Price (in dollars per share) | $ 13.92 |
Options Exercisable | |
Number of options (in shares) | shares | 1,059,531 |
Wtd. Average Remaining Life (in Years) | 4 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 13.92 |
Range Two | |
Stock options by exercise price range | |
Exercise price range, lower limit (in dollars per share) | 37.83 |
Exercise price range, upper limit (in dollars per share) | $ 75.81 |
Options Outstanding | |
Number of Options (in shares) | shares | 1,304,125 |
Wtd. Average Remaining Life (in Years) | 7 years 4 months 24 days |
Wtd. Average Exercise Price (in dollars per share) | $ 71.62 |
Options Exercisable | |
Number of options (in shares) | shares | 455,475 |
Wtd. Average Remaining Life (in Years) | 7 years 3 months 18 days |
Weighted average exercise price (in dollars per share) | $ 69.79 |
Range Three | |
Stock options by exercise price range | |
Exercise price range, lower limit (in dollars per share) | 75.89 |
Exercise price range, upper limit (in dollars per share) | $ 95.94 |
Options Outstanding | |
Number of Options (in shares) | shares | 1,265,275 |
Wtd. Average Remaining Life (in Years) | 9 years 1 month 6 days |
Wtd. Average Exercise Price (in dollars per share) | $ 91.87 |
Options Exercisable | |
Number of options (in shares) | shares | 87,150 |
Wtd. Average Remaining Life (in Years) | 8 years |
Weighted average exercise price (in dollars per share) | $ 81.56 |
Range Four | |
Stock options by exercise price range | |
Exercise price range, lower limit (in dollars per share) | 96 |
Exercise price range, upper limit (in dollars per share) | $ 116.11 |
Options Outstanding | |
Number of Options (in shares) | shares | 1,232,675 |
Wtd. Average Remaining Life (in Years) | 8 years 8 months 12 days |
Wtd. Average Exercise Price (in dollars per share) | $ 103.70 |
Options Exercisable | |
Number of options (in shares) | shares | 244,575 |
Wtd. Average Remaining Life (in Years) | 8 years 8 months 12 days |
Weighted average exercise price (in dollars per share) | $ 103.04 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSA/RSU Activity (Details) - RSAs and RSUs - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Awards | ||
Outstanding at beginning of period (in shares) | 344,250 | |
Granted (in shares) | 357,936 | |
Expired/Forfeited (in shares) | (44,500) | |
Vested (in shares) | (25,250) | |
Outstanding at end of period (in shares) | 632,436 | |
Wtd. Average Grant-Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 81.39 | |
Granted (in dollars per share) | 97.14 | |
Expired/Forfeited (in dollars per share) | 82.09 | |
Vested (in dollars per share) | 60.89 | |
Outstanding at end of period (in dollars per share) | $ 91.07 | |
Intrinsic Value | ||
Outstanding at end of period | $ 70.3 | $ 31.7 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan - Narrative (Details) - Employee Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Awards | ||
Maximum employee subscription rate of salary or wages | 15.00% | |
ESPP discount percentage from market price, beginning of purchase period | 15.00% | |
ESPP shares authorized | 3,000,000 | |
ESPP maximum collective fair market value of shares per employee | $ 25,000 | |
ESPP, offering period increment | 6 months | |
Stock-based compensation expense | $ 4,000,000 | $ 3,300,000 |
Shares issued | 301,975 | |
Shares reserved for future issuance | 2,698,025 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - Stock options, RSAs and RSUs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation | |||
Stock-based compensation expense | $ 45,834 | $ 29,916 | $ 17,910 |
Direct costs | |||
Stock-based compensation | |||
Stock-based compensation expense | 14,177 | 9,508 | 3,552 |
Selling, general and administrative | |||
Stock-based compensation | |||
Stock-based compensation expense | 31,657 | 19,635 | 9,064 |
Transaction-related costs | |||
Stock-based compensation | |||
Stock-based compensation expense | $ 0 | $ 773 | $ 5,294 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) and Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of income (loss) before income taxes and equity in losses of unconsolidated joint ventures: | |||||||||||
Domestic | $ 145,863 | $ 45,672 | $ (52,083) | ||||||||
Foreign | 160,064 | 175,875 | 126,630 | ||||||||
Income before income taxes and equity in income of unconsolidated joint ventures | 305,927 | 221,547 | 74,547 | ||||||||
Current: | |||||||||||
Federal | 38,333 | 14,793 | 30,084 | ||||||||
State | 13,216 | 776 | 2,607 | ||||||||
Foreign | 35,166 | 39,998 | 30,601 | ||||||||
Total current income tax expense | 86,715 | 55,567 | 63,292 | ||||||||
Deferred: | |||||||||||
Federal | (15,999) | 14,224 | (70,041) | ||||||||
State | (5,073) | 1,403 | (1,203) | ||||||||
Foreign | (2,835) | (3,962) | (4,671) | ||||||||
Total deferred income tax (benefit) expense | (23,907) | 11,665 | (75,915) | ||||||||
Total income tax expense (benefit) | $ 6,491 | $ 3,375 | $ 24,804 | $ 28,138 | $ 11,840 | $ 20,248 | $ 17,490 | $ 17,654 | $ 62,808 | $ 67,232 | $ (12,623) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal benefit | 1.60% | 0.80% | (5.50%) |
Impact of the U.S. Tax Cuts and Jobs Act of 2017: | |||
Rate change | 0.00% | (5.20%) | (56.00%) |
U.S. minimum tax on foreign entities | 1.60% | 3.30% | 0.00% |
Base erosion anti-abuse tax | 0.00% | 8.40% | 0.00% |
Tax on foreign earnings: | |||
Foreign rate differential | 1.80% | 0.80% | (20.30%) |
Foreign earnings taxed in the U.S. | (1.10%) | 7.90% | 60.70% |
Foreign dividends | 0.00% | 0.00% | 5.20% |
Research and development credits | (1.50%) | (2.60%) | (3.30%) |
Stock-based compensation | (1.20%) | (9.60%) | (39.90%) |
Nondeductible contingent consideration | 0.00% | 3.10% | 35.40% |
Valuation allowance | (0.10%) | 0.40% | (28.00%) |
Change in liability for uncertain tax positions | (1.30%) | 0.40% | (3.20%) |
Nondeductible expenses | 0.30% | 1.00% | 2.20% |
Other | (0.60%) | 0.60% | 0.80% |
Effective income tax rate | 20.50% | 30.30% | (16.90%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carryforwards | $ 9,544 | $ 15,741 | ||
Accruals and reserves | 10,043 | 13,496 | ||
Equity based compensation | 15,004 | 8,821 | ||
Operating lease liabilities | 35,683 | |||
Prepaid expenses and other | 9,429 | 15,809 | ||
Deferred and unbilled revenue | 64,033 | 55,771 | ||
Tax credits | 2,231 | 2,645 | ||
Deferred tax assets, gross | 145,967 | 112,283 | ||
Valuation allowance | (8,072) | (9,824) | $ (25,226) | $ (21,689) |
Total deferred tax assets (net of valuation allowance) | 137,895 | 102,459 | ||
Identified intangibles | (156,321) | (177,845) | ||
Operating lease right-of-use assets | (29,440) | |||
Depreciable, amortizable and other property | (20,363) | (16,372) | ||
Deferred tax liabilities | (206,124) | (194,217) | ||
Net deferred tax liability | (68,229) | (91,758) | ||
Long-term deferred tax asset | 10,282 | 8,954 | ||
Deferred tax liabilities | $ 78,511 | $ 100,712 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating loss carryforwards | ||||||
Cumulative foreign net operating loss carryforwards | $ 8,500 | |||||
Federal net operating loss carryforwards | 5,200 | |||||
State net operating loss carryforwards | $ 225,800 | |||||
Operating loss carryforward period, minimum | 4 years | |||||
Measurement period adjustment, income tax expense (benefit) | $ 600 | $ 200 | $ (11,500) | |||
Provisional income tax expense (benefit) | 41,700 | |||||
Provisional tax on repatriation of foreign earnings | 77,600 | |||||
Cumulative foreign earnings | 392,500 | $ 392,500 | ||||
Foreign tax credit | 35,700 | |||||
Foreign tax credit valuation allowance | 12,800 | 12,800 | ||||
Income tax expense (benefit) | 3,000 | |||||
Measurement period adjustment, transition tax, income tax expense (benefit) | 14,500 | |||||
Tax credits | 2,645 | $ 2,231 | 2,645 | |||
Unrecognized tax benefits | 12,891 | 7,911 | 30,358 | 12,891 | 7,911 | $ 12,432 |
Increase in unrecognized tax benefits | 17,500 | |||||
Unrecognized tax benefits, increase accrued in prior year | 16,500 | |||||
Unrecognized tax benefits that would impact effective tax rate if recognized | 30,400 | |||||
Amount of gross unrecognized tax benefit expected to be recognized within the next 12 months | 500 | |||||
Increase income tax penalties and interest | 2,200 | 600 | ||||
Decrease income tax penalties and interest | 800 | |||||
Interest and penalties recognized on uncertain tax positions | 4,400 | |||||
Undistributed earnings of foreign subsidiaries | 692,200 | |||||
Accumulated earnings of foreign subsidiary | $ 363,400 | $ 375,400 | $ 363,400 | $ 375,400 | ||
State | ||||||
Operating loss carryforwards | ||||||
Tax credits | 2,200 | |||||
Tax credit carryforward, valuation allowance | $ 1,600 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of gross unrecognized income tax benefits | |||
Beginning balance | $ 12,891 | $ 7,911 | $ 12,432 |
Additions based on tax positions related to current year | 1,609 | 764 | 1,641 |
Additions for income tax positions of prior years | 16,704 | 1,065 | 400 |
Impact of changes in exchange rates | (9) | (58) | |
Impact of changes in exchange rates | 427 | ||
Impact of change in federal tax rate | 0 | 4,236 | (3,536) |
Settlements with tax authorities | (118) | (180) | (108) |
Reductions for income tax positions for prior years | (356) | (456) | (3,174) |
Reductions due to lapse of applicable statute of limitations | (363) | (391) | (171) |
Ending balance | $ 30,358 | $ 12,891 | $ 7,911 |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 9,824 | $ 25,226 | $ 21,689 |
Additions - excess benefit offset to NOL change | 0 | 0 | 12,623 |
Additions - purchase accounting | 0 | 0 | 219 |
Additions - charged to expense | 153 | 1,428 | 12,863 |
Additions - U.S. federal tax rate change | 0 | 0 | 1,330 |
Deductions - charged to expense (including translation adjustments) | (1,905) | (16,830) | (23,498) |
Ending balance | $ 8,072 | $ 9,824 | $ 25,226 |
Commitments and Contingencies -
Commitments and Contingencies - Employment Agreements (Details) - Employment Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Vice presidents | |
Employment Agreements | |
Severance period | 6 months |
Senior vice presidents | |
Employment Agreements | |
Severance period | 9 months |
Executive vice presidents | |
Employment Agreements | |
Severance period | 12 months |
President and chief executive officer | |
Employment Agreements | |
Severance period | 12 months |
Commitments and Contingencies_2
Commitments and Contingencies - Legal Proceedings (Details) - Litigation with City of Sao Paulo, Brazil $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Legal Proceedings | |
Claim amount | $ 5.2 |
Amount deposited | $ 5.2 |
Commitments and Contingencies_3
Commitments and Contingencies - Insurance and Employee Health Insurance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General Insurance | ||
Insurance | ||
Maximum retentions and deductibles | $ 1,000,000 | |
Employee Health Insurance | ||
Insurance | ||
Stop-loss limit per member | 300,000 | |
Self-insurance reserve | $ 5,500,000 | $ 5,100,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)employee | Dec. 31, 2017USD ($) | |
Defined contribution plans | |||
Employer contributions | $ 14.3 | $ 13.6 | $ 11.9 |
Maximum | |||
Defined contribution plans | |||
Percentage of pay matched by employer | 6.00% | ||
Germany | |||
Defined contribution plans | |||
Number of employees | employee | 8 | ||
Funded (unfunded) status of defined benefit pension plan | $ (1) | $ (0.9) | |
Japan | |||
Defined contribution plans | |||
Number of employees | employee | 106 | ||
Funded (unfunded) status of defined benefit pension plan | $ 0.8 |
Derivatives -Narrative (Details
Derivatives -Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($) | Dec. 31, 2019USD ($)derivative | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Derivatives | ||||
Amount of loss reclassified from accumulated other comprehensive loss into interest expense, net on derivatives | $ 51,987,000 | $ 57,399,000 | $ 46,729,000 | |
Interest rate swap | ||||
Derivatives | ||||
Fixed interest rate | 2.20% | |||
Amount paid to terminate interest rate swaps | $ 32,900,000 | |||
Loss reclassified from accumulated other comprehensive loss into interest expense, net | 6,800,000 | 6,300,000 | ||
Unrealized losses expected to be reclassified out of accumulated other comprehensive (loss) income into interest expense | $ 29,600,000 | |||
Interest rate swap | Cash flow hedging | ||||
Derivatives | ||||
Loss reclassified from accumulated other comprehensive loss into interest expense, net | $ (6,477,000) | $ (6,855,000) | ||
2015 Swap | ||||
Derivatives | ||||
Fixed interest rate | 2.30% | |||
Interest rate contracts | Cash flow hedging | ||||
Derivatives | ||||
Unrealized losses expected to be reclassified out of accumulated other comprehensive loss into interest expense | $ 7,500,000 | |||
Estimated period for reclassification | 12 months | |||
Designated as hedging instruments | Interest rate swap | ||||
Derivatives | ||||
Number of instruments | derivative | 2 | |||
Notional amount | $ 375,000,000 | |||
Designated as hedging instruments | 2015 Swap | ||||
Derivatives | ||||
Notional amount | 250,000,000 | |||
Reclassification out of AOCI | Cash flow hedges | Interest rate swap | ||||
Derivatives | ||||
Amount of loss reclassified from accumulated other comprehensive loss into interest expense, net on derivatives | $ 6,500,000 |
Derivatives -Notional Amounts a
Derivatives -Notional Amounts and Fair Values of Derivatives (Details) - Designated as hedging instruments - Level 2 - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other assets | ||
Derivatives in an asset position: | ||
Notional amount | $ 625,000 | |
Asset/(Liability) | $ 3,318 | |
Accrued expenses and other current liabilities | ||
Derivatives in an asset position: | ||
Notional amount | $ 625,000 | |
Asset/(Liability) | $ (2,976) |
Derivatives -Cash Flow Hedging
Derivatives -Cash Flow Hedging Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effect of derivatives on the consolidated statements of operations and comprehensive income (loss) | |||
Interest expense, net | $ (51,987) | $ (57,399) | $ (46,729) |
Interest rate swap | |||
Effect of derivatives on the consolidated statements of operations and comprehensive income (loss) | |||
Loss reclassified from accumulated other comprehensive loss into interest expense, net | 6,800 | 6,300 | |
Cash flow hedging | Interest rate swap | |||
Effect of derivatives on the consolidated statements of operations and comprehensive income (loss) | |||
Amount of pre-tax (loss) gain recognized in other comprehensive income on derivatives | (5,928) | ||
Amount of pre-tax (loss) gain recognized in other comprehensive income on derivatives | 3,159 | 245 | |
Loss reclassified from accumulated other comprehensive loss into interest expense, net | $ (6,173) | ||
Loss reclassified from accumulated other comprehensive loss into interest expense, net | $ (6,477) | $ (6,855) |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 1,051,420 | $ 936,481 | $ 729,252 |
Other comprehensive income (loss) before reclassifications, net of tax | 5,976 | (39,017) | 84,060 |
Reclassification adjustments, net of tax | 3,156 | 4,828 | 4,156 |
Balance at end of period | 1,089,991 | 1,051,420 | 936,481 |
Accumulated Other Comprehensive (Loss) Income | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (170,659) | (136,470) | (224,686) |
Balance at end of period | (160,108) | (170,659) | (136,470) |
Foreign Currency Translation | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (158,349) | (117,180) | (201,091) |
Other comprehensive income (loss) before reclassifications, net of tax | 9,007 | (41,169) | 83,911 |
Reclassification adjustments, net of tax | 0 | 0 | 0 |
Balance at end of period | (149,342) | (158,349) | (117,180) |
Derivative Instruments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (12,310) | (19,290) | (23,595) |
Other comprehensive income (loss) before reclassifications, net of tax | (3,031) | 2,152 | 149 |
Reclassification adjustments, net of tax | 3,156 | 4,828 | 4,156 |
Balance at end of period | $ (10,766) | $ (12,310) | $ (19,290) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of components of accumulated other comprehensive loss | |||
Other comprehensive income (loss) before reclassifications, net of tax | $ 5,976 | $ (39,017) | $ 84,060 |
Accumulated earnings of foreign subsidiary | 363,400 | 375,400 | |
Foreign Currency Translation | |||
Summary of components of accumulated other comprehensive loss | |||
Other comprehensive income (loss) before reclassifications, net of tax | $ 9,007 | $ (41,169) | $ 83,911 |
Foreign Currency Translation | British Pound (GBP) | |||
Summary of components of accumulated other comprehensive loss | |||
Change in valuation of U.S. Dollar during the period (as a percent) | 3.50% | 5.60% | (9.30%) |
Other comprehensive income (loss) before reclassifications, net of tax | $ 11,800 | $ (12,400) | $ 46,000 |
Foreign Currency Translation | Canadian Dollar (CAD) | |||
Summary of components of accumulated other comprehensive loss | |||
Change in valuation of U.S. Dollar during the period (as a percent) | 4.70% | 7.90% | (7.10%) |
Other comprehensive income (loss) before reclassifications, net of tax | $ 1,900 | $ (3,200) | $ 3,500 |
Foreign Currency Translation | Russian Ruble (RUB) | |||
Summary of components of accumulated other comprehensive loss | |||
Change in valuation of U.S. Dollar during the period (as a percent) | 12.00% | 17.10% | (6.20%) |
Other comprehensive income (loss) before reclassifications, net of tax | $ 3,000 | $ (4,600) | $ 1,900 |
Foreign Currency Translation | Euro (EUR) | |||
Summary of components of accumulated other comprehensive loss | |||
Change in valuation of U.S. Dollar during the period (as a percent) | (2.00%) | 4.50% | (13.70%) |
Other comprehensive income (loss) before reclassifications, net of tax | $ (6,100) | $ (15,200) | $ 31,000 |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of basic to diluted weighted average shares outstanding | |||
Basic weighted average common shares outstanding | 64,506 | 64,123 | 62,437 |
Effect of dilutive stock options and RSAs (in shares) | 1,498 | 2,218 | 3,336 |
Diluted weighted average common shares outstanding | 66,004 | 66,341 | 65,773 |
Anti-dilutive shares | 1,998 | 1,620 | 741 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid during the period for: | |||
Income taxes, net of refunds | $ 111,283 | $ 43,127 | $ 47,829 |
Interest | 42,198 | 48,911 | 48,330 |
Non-cash investing and financing activities: | |||
Issuance of common stock for the acquisition of Value Health Solutions, Inc. | 0 | 0 | 369 |
Accrued fixed assets purchases | 9,767 | 10,312 | 3,962 |
Cashless exercises of stock options | $ 0 | $ 12,390 | 13,252 |
Contingent consideration liability recognized | $ 155,800 |
Operations by Geographic Area_2
Operations by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operations by geographical region | |||||||||||
Revenue | $ 800,240 | $ 780,691 | $ 763,309 | $ 722,022 | $ 729,648 | $ 717,596 | $ 722,841 | $ 701,837 | $ 3,066,262 | $ 2,871,922 | $ 2,259,389 |
Long-lived assets | 367,059 | 154,764 | 367,059 | 154,764 | |||||||
United States | |||||||||||
Operations by geographical region | |||||||||||
Long-lived assets | 220,167 | 118,860 | 220,167 | 118,860 | |||||||
Other | |||||||||||
Operations by geographical region | |||||||||||
Long-lived assets | 6,944 | 950 | 6,944 | 950 | |||||||
Americas | |||||||||||
Operations by geographical region | |||||||||||
Long-lived assets | 227,111 | 119,810 | 227,111 | 119,810 | |||||||
United Kingdom | |||||||||||
Operations by geographical region | |||||||||||
Long-lived assets | 21,872 | 4,153 | 21,872 | 4,153 | |||||||
Netherlands | |||||||||||
Operations by geographical region | |||||||||||
Long-lived assets | 41,527 | 18,321 | 41,527 | 18,321 | |||||||
Other | |||||||||||
Operations by geographical region | |||||||||||
Long-lived assets | 76,549 | 12,480 | 76,549 | 12,480 | |||||||
Europe, Africa, and Asia-Pacific | |||||||||||
Operations by geographical region | |||||||||||
Long-lived assets | $ 139,948 | $ 34,954 | 139,948 | 34,954 | |||||||
Service revenue | |||||||||||
Operations by geographical region | |||||||||||
Revenue | 3,066,262 | 2,871,922 | 1,948,374 | ||||||||
Service revenue | United States | |||||||||||
Operations by geographical region | |||||||||||
Revenue | 2,082,204 | 1,962,509 | 1,310,772 | ||||||||
Service revenue | Other | |||||||||||
Operations by geographical region | |||||||||||
Revenue | 48,670 | 47,116 | 42,227 | ||||||||
Service revenue | Americas | |||||||||||
Operations by geographical region | |||||||||||
Revenue | 2,130,874 | 2,009,625 | 1,352,999 | ||||||||
Service revenue | United Kingdom | |||||||||||
Operations by geographical region | |||||||||||
Revenue | 758,432 | 689,345 | 479,623 | ||||||||
Service revenue | Netherlands | |||||||||||
Operations by geographical region | |||||||||||
Revenue | 113,029 | 115,778 | 79,555 | ||||||||
Service revenue | Other | |||||||||||
Operations by geographical region | |||||||||||
Revenue | 63,927 | 57,174 | 36,197 | ||||||||
Service revenue | Europe, Africa, and Asia-Pacific | |||||||||||
Operations by geographical region | |||||||||||
Revenue | $ 935,388 | $ 862,297 | 595,375 | ||||||||
Reimbursement Revenue | |||||||||||
Operations by geographical region | |||||||||||
Revenue | $ 311,015 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019segment | Dec. 31, 2019USD ($) | Dec. 31, 2019reportable_segments | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||||
Reportable segments | 2 | 2 | |||||||||||
Revenue | $ 800,240 | $ 780,691 | $ 763,309 | $ 722,022 | $ 729,648 | $ 717,596 | $ 722,841 | $ 701,837 | $ 3,066,262 | $ 2,871,922 | $ 2,259,389 | ||
Selling, general and administrative expenses | 394,925 | 371,795 | 321,987 | ||||||||||
Transaction-related costs | 1,835 | 35,817 | 87,709 | ||||||||||
Depreciation and amortization expense | 114,898 | 112,247 | 78,227 | ||||||||||
Loss on disposal of fixed assets | 1,058 | 120 | 358 | ||||||||||
Income from operations | $ 101,401 | $ 95,788 | $ 88,013 | $ 78,723 | $ 96,756 | $ 38,812 | $ 73,796 | $ 71,948 | 363,925 | 281,312 | 176,225 | ||
Interest expense, net | (51,987) | (57,399) | (46,729) | ||||||||||
Loss on modification or extinguishment of debt | (519) | (952) | (15,023) | ||||||||||
Foreign currency losses, net | (2,257) | (1,043) | (39,622) | ||||||||||
Other income (expense), net | 174 | (371) | (304) | ||||||||||
Income before income taxes and equity in income (losses) of unconsolidated joint ventures | 305,927 | 221,547 | 74,547 | ||||||||||
Service revenue | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | 3,066,262 | 2,871,922 | 1,948,374 | ||||||||||
Direct costs (exclusive of depreciation and amortization) | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | 1,539,541 | 1,500,226 | 1,283,868 | ||||||||||
Reimbursable expenses | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | 650,080 | 570,405 | 311,015 | ||||||||||
Operating segments | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Gross profit | 876,641 | 801,291 | 664,506 | ||||||||||
Operating segments | Service revenue | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | 3,066,262 | 2,871,922 | 2,259,389 | ||||||||||
Operating segments | Direct costs (exclusive of depreciation and amortization) | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | 1,539,541 | 1,500,226 | 1,283,868 | ||||||||||
Operating segments | Reimbursable expenses | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | 650,080 | 570,405 | 311,015 | ||||||||||
Segment reconciling items | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Selling, general and administrative expenses | 394,925 | 371,795 | 321,987 | ||||||||||
Transaction-related costs | 1,835 | 35,817 | 87,709 | ||||||||||
Depreciation and amortization expense | 114,898 | 112,247 | 78,227 | ||||||||||
Loss on disposal of fixed assets | 1,058 | 120 | 358 | ||||||||||
Interest expense, net | (51,987) | (57,399) | (46,729) | ||||||||||
Loss on modification or extinguishment of debt | (3,928) | (952) | (15,023) | ||||||||||
Foreign currency losses, net | (2,257) | (1,043) | (39,622) | ||||||||||
Other income (expense), net | 174 | (371) | (304) | ||||||||||
Clinical Research | Operating segments | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Gross profit | 796,823 | 717,201 | 626,186 | ||||||||||
Clinical Research | Operating segments | Service revenue | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | 2,812,969 | 2,622,409 | 2,168,891 | ||||||||||
Clinical Research | Operating segments | Direct costs (exclusive of depreciation and amortization) | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | 1,366,066 | 1,334,803 | 1,231,690 | ||||||||||
Clinical Research | Operating segments | Reimbursable expenses | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | 650,080 | 570,405 | 311,015 | ||||||||||
Data Solutions | Operating segments | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Gross profit | 79,818 | 84,090 | 38,320 | ||||||||||
Data Solutions | Operating segments | Service revenue | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | 253,293 | 249,513 | 90,498 | ||||||||||
Data Solutions | Operating segments | Direct costs (exclusive of depreciation and amortization) | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | 173,475 | 165,423 | 52,178 | ||||||||||
Data Solutions | Operating segments | Reimbursable expenses | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Direct costs (exclusive of depreciation and amortization): | $ 0 | $ 0 | $ 0 |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 800,240 | $ 780,691 | $ 763,309 | $ 722,022 | $ 729,648 | $ 717,596 | $ 722,841 | $ 701,837 | $ 3,066,262 | $ 2,871,922 | $ 2,259,389 |
Income from operations | 101,401 | 95,788 | 88,013 | 78,723 | 96,756 | 38,812 | 73,796 | 71,948 | 363,925 | 281,312 | 176,225 |
Provision for (benefit from) income taxes | 6,491 | 3,375 | 24,804 | 28,138 | 11,840 | 20,248 | 17,490 | 17,654 | 62,808 | 67,232 | (12,623) |
Income before equity in gains of unconsolidated joint ventures | 74,801 | 83,007 | 41,055 | 44,256 | 71,082 | 1,810 | 42,236 | 39,187 | |||
Equity in income of unconsolidated joint ventures | 0 | 0 | 0 | 0 | 25 | 44 | 46 | 28 | |||
Net income | 74,801 | 83,007 | 41,055 | 44,256 | 71,107 | 1,854 | 42,282 | 39,215 | 243,119 | 154,458 | 87,293 |
Net income attributable to noncontrolling interest | 0 | 0 | 73 | (172) | 345 | (359) | (305) | (234) | (99) | (553) | (366) |
Net income attributable to PRA Health Sciences, Inc. | 74,801 | 83,007 | 41,128 | 44,084 | 71,452 | 1,495 | 41,977 | 38,981 | 243,020 | 153,905 | 86,927 |
Comprehensive income | 112,296 | 56,384 | 39,820 | 43,827 | 50,948 | (31) | 8,185 | 61,294 | 252,327 | 120,396 | 175,412 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | (48) | (127) | 143 | (193) | (48) | (582) | (175) | (680) | (269) |
Comprehensive income attributable to PRA Health Sciences, Inc. | $ 112,296 | $ 56,384 | $ 39,772 | $ 43,700 | $ 51,091 | $ (224) | $ 8,137 | $ 60,712 | $ 252,152 | $ 119,716 | $ 175,143 |
Basic earnings per share (in dollars per share) | $ 1.19 | $ 1.28 | $ 0.63 | $ 0.68 | $ 1.10 | $ 0.02 | $ 0.66 | $ 0.61 | $ 3.77 | $ 2.40 | $ 1.39 |
Diluted earnings per share (in dollars per share) | $ 1.16 | $ 1.25 | $ 0.62 | $ 0.66 | $ 1.07 | $ 0.02 | $ 0.64 | $ 0.59 | $ 3.68 | $ 2.32 | $ 1.32 |
Acquisition-related costs | $ 42,600 | $ 11,600 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | ||
Contingent earn-out payment | $ 155.8 | |
Care Innovations, LLC | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Consideration transferred | $ 165 | |
Contingent earn-out payment | $ 50 |
Uncategorized Items - q4201910k
Label | Element | Value |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (169,240,000) |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 1,419,000 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 6,390,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 5,710,000 |
Common Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 636,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 654,000 |
Shares, Outstanding | us-gaap_SharesOutstanding | 63,624,000 |
Shares, Outstanding | us-gaap_SharesOutstanding | 65,395,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (169,240,000) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (136,470,000) |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 253,081,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 100,595,000 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (10,891,000) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 1,419,000 |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 960,535,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 905,423,000 |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (158,349,000) |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 |
Accounting Standards Update 2018-02 [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 |
Accounting Standards Update 2018-02 [Member] | AOCI Attributable to Parent [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 1,419,000 |
Accounting Standards Update 2018-02 [Member] | Retained Earnings [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (1,419,000) |
Accounting Standards Update 2014-09 [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (60,587,000) |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | Restatement Adjustment [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (60,587,000) |