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Syneos Health, Inc. – ‘8-K’ for 2/18/21 – ‘EX-99.1’

On:  Wednesday, 2/17/21, at 7:58pm ET   ·   As of:  2/18/21   ·   For:  2/18/21   ·   Accession #:  1564590-21-6473   ·   File #:  1-36730

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/18/21  Syneos Health, Inc.               8-K:2,9     2/18/21   11:1.2M                                   ActiveDisclosure/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     31K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    248K 
 7: R1          Document and Entity Information                     HTML     46K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
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 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- synh-20210218_lab                     XML     56K 
 5: EX-101.PRE  XBRL Presentations -- synh-20210218_pre              XML     34K 
 3: EX-101.SCH  XBRL Schema -- synh-20210218                         XSD     18K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
11: ZIP         XBRL Zipped Folder -- 0001564590-21-006473-xbrl      Zip     39K 


‘EX-99.1’   —   Miscellaneous Exhibit


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Syneos Health Reports Fourth Quarter and Full Year 2020 Results

Highlights

 

GAAP revenue of $1,140.0 million for the three months ended December 31, 2020, representing a sequential increase of 3.7% compared to the three months ended September 30, 2020.

 

Net new business awards of $1,764.1 million and $5,863.1 million for the three and twelve months ended December 31, 2020, representing book-to-bill ratios of 1.55x and 1.33x, respectively.

 

Clinical Solutions segment net new business awards of $1,299.3 million and $4,698.7 million for the three and twelve months ended December 31, 2020, representing book-to-bill ratios of 1.52x and 1.42x, respectively, and year-over-year backlog growth of 24.6% as of December 31, 2020.

 

Commercial Solutions segment net new business awards of $464.8 million and $1,164.4 million for the three and twelve months ended December 31, 2020, representing book-to-bill ratios of 1.63x and 1.05x, respectively.

 

GAAP net income of $91.9 million for the three months ended December 31, 2020, representing growth of 0.9% compared to the three months ended December 31, 2019.

 

Adjusted EBITDA of $194.8 million for the three months ended December 31, 2020, representing growth of 3.3% compared to the three months ended December 31, 2019.

 

GAAP diluted earnings per share of $0.87 for the three months ended December 31, 2020, representing growth of 1.2% compared to the three months ended December 31, 2019.

 

Adjusted diluted earnings per share of $1.11 for the three months ended December 31, 2020, representing growth of 7.8% compared to the three months ended December 31, 2019.

 

Completed acquisitions of Synteract and Illingworth Research Group along with the divestiture of the Company’s medication adherence business.

 

Full year 2021 guidance; revenue of $5,125 million to $5,325 million, GAAP net income of $207.9 million to $234.5 million, adjusted EBITDA of  $745.0 million to $785.0 million, GAAP diluted earnings per share of $1.95 to $2.20, and adjusted diluted earnings per share of $4.09 to $4.38.

MORRISVILLE, N.C. – February 18, 2021 -- Syneos Health (Nasdaq:SYNH), the only fully integrated biopharmaceutical solutions organization, today reported financial results for the three and twelve months ended December 31, 2020.

“We delivered another quarter of strong awards performance, along with sequential revenue growth and robust profitability in the fourth quarter. Our innovative solutions, including Kinetic, continue to resonate with customers and we further strengthened our differentiated model with our acquisitions of Synteract, enhancing our SMID footprint, and Illingworth Research Group, further enabling our in-home capability for Decentralized Solutions,” said Alistair Macdonald, Chief Executive Officer, Syneos Health. “We remain confident in the long-term strength of our business given our record backlog, which we expect to fuel strong growth in both segments for the full year 2021.”

1


Please refer to the "Use of Non-GAAP Financial Measures" and "Reconciliation of GAAP to Non-GAAP Measures" included in this press release and accompanying tables for important disclosures about non-GAAP measures and a reconciliation of these measures to the nearest GAAP measures.

 

Fourth Quarter 2020 Results

For the three months ended December 31, 2020, GAAP revenue decreased 6.0% to $1,140.0 million and decreased 6.1% compared to the adjusted revenue from the same period in the prior year. On a constant currency basis, revenue decreased 7.0% compared to the adjusted revenue from the same period in the prior year. This decrease was driven by revenue declines in both Clinical Solutions and Commercial Solutions, as discussed below.

For the three months ended December 31, 2020, Clinical Solutions GAAP revenue decreased 4.9% to $855.6 million, and decreased 5.0% compared to the adjusted revenue from the same period in the prior year. On a constant currency basis, revenue decreased 5.9% compared to the adjusted revenue from the same period in the prior year. This decrease was primarily due to the impacts of COVID-19, including the related decline in reimbursable out-of-pocket expenses, and the second quarter divestiture of the Company’s contingent staffing business, partially offset by the positive impacts from the Synteract acquisition and fluctuations in foreign currency exchange rates.

For the three months ended December 31, 2020, Commercial Solutions GAAP revenue decreased 9.3% to $284.5 million from the same period in the prior year. On a constant currency basis, revenue decreased 9.9%. This decrease was primarily due to the impacts of elevated cancellations in the first half of 2020, as well as the impacts of COVID-19, including a disproportionate decline in reimbursable out-of-pocket expenses and delays in new project starts. Further, Commercial Solutions GAAP revenue for the three months ended December 31, 2020 was negatively impacted by the divestiture of the Company’s medication adherence business in November 2020.

GAAP net income for the three months ended December 31, 2020 increased 0.9% to $91.9 million, resulting in diluted earnings per share of $0.87, compared to GAAP net income of $91.1 million, or diluted earnings per share of $0.86, for the three months ended December 31, 2019. The increases in GAAP net income and diluted earnings per share were primarily due to higher income from operations, a decrease in other expenses primarily related to a lower expense from foreign exchange rate fluctuations, a gain on sale of the medication adherence business and lower interest expense, partially offset by a loss on the extinguishment of debt.

Adjusted net income for the three months ended December 31, 2020 increased 7.5% to $116.8 million, resulting in adjusted diluted earnings per share of $1.11, compared to adjusted net income of $108.6 million, or adjusted diluted earnings per share of $1.03 for the three months ended December 31, 2019. The increases in adjusted net income and adjusted diluted earnings per share were primarily due to the increase in adjusted EBITDA, discussed below, and lower interest expense.

Adjusted EBITDA for the three months ended December 31, 2020 increased 3.3% to $194.8 million from the same period in the prior year. The increase in adjusted EBITDA was driven primarily by the impact of the Company’s synergies and cost management strategies, including ForwardBound, partially offset by the impacts of COVID-19.

 

2


 

 

Full Year 2020 Results

For the twelve months ended December 31, 2020, GAAP revenue decreased 5.6% to $4,415.8 million and decreased 5.7% compared to the adjusted revenue from the same period in the prior year. On a constant currency basis, revenue decreased 5.8% compared to the adjusted revenue from the same period in the prior year. This decrease was driven by revenue declines in both Clinical Solutions and Commercial Solutions, as discussed below.

For the twelve months ended December 31, 2020, Clinical Solutions GAAP revenue decreased 3.4% to $3,306.7 million, and decreased 3.5% compared to the adjusted revenue from the same period in the prior year. On a constant currency basis, revenue decreased 3.7% compared to the adjusted revenue from the same period in the prior year. This decrease was primarily due to the impacts of COVID-19, including the related decline in reimbursable out-of-pocket expenses and the second quarter divestiture of the Company’s contingent staffing business, partially offset by revenue growth during the three months ended March 31, 2020.

For the twelve months ended December 31, 2020, Commercial Solutions GAAP revenue decreased 11.6% to $1,109.0 million from the same period in the prior year. On a constant currency basis, revenue decreased 11.7% compared to the GAAP revenue from the same period in the prior year. This decrease was primarily due to the impact of elevated cancellations during the first half of 2020, as well we the impacts of COVID-19, including a disproportionate decline in reimbursable out-of-pocket expenses and delays in new project starts.

GAAP net income for the twelve months ended December 31, 2020 increased 46.9% to $192.8 million, resulting in diluted earnings per share of $1.83, compared to GAAP net income of $131.3 million, or diluted earnings per share of $1.25, for the twelve months ended December 31, 2019. The increases in GAAP net income and diluted earnings per share were primarily due to higher income from operations, lower interest expense, and a decrease in other expenses primarily due to lower expense from foreign exchange rate fluctuations, partially offset by a higher income tax expense.

Adjusted net income for the twelve months ended December 31, 2020 increased 5.9% to $359.2 million, resulting in adjusted diluted earnings per share of $3.41, compared to adjusted net income of $339.3 million, or adjusted diluted earnings per share of $3.23 for the twelve months ended December 31, 2019. The increases in adjusted net income and adjusted diluted earnings per share were primarily due to lower interest expense, partially offset by a decline in adjusted EBITDA, discussed below.

Adjusted EBITDA for the twelve months ended December 31, 2020 decreased 1.8% to $633.6 million from the same period in the prior year. This decrease in adjusted EBITDA was driven primarily by the impacts of COVID-19, partially offset by the impact of the Company’s synergies and cost management strategies, including ForwardBound. A portion of these cost reductions were due to temporary cost savings measures implemented in response to the uncertainty caused by the COVID-19 pandemic. The majority of these temporary cost savings measures ended in the third quarter of 2020.

Net New Business Awards and Backlog

Net new business awards were $1,764.1 million and $5,863.1 million for the three and twelve months ended December 31, 2020, representing book-to-bill ratios of 1.55x and 1.33x, respectively. Clinical Solutions net new business awards were $1,299.3 million and $4,698.7 million for the three and twelve months ended December 31, 2020, representing a book-to-bill ratio of 1.52x and 1.42x, respectively. Commercial Solutions net new business awards were $464.8 million and $1,164.4 million for the three and twelve months ended December 31, 2020, representing book-to-bill ratios of 1.63x and 1.05x, respectively. These net new business awards contributed to an ending backlog of $10,951.1 million as of December 31, 2020, consisting of $10,239.5 million for Clinical Solutions and $711.6 million for the Deployment Solutions offering within Commercial Solutions.


3


 

Liquidity and Capital Management Update

The Company remains confident in its liquidity position, which includes cash on hand of $272.2 million as of December 31, 2020, and access to its revolving credit facility.

During the three months ended December 31, 2020, the Company made $13.5 million and $200.0 million of voluntary prepayments against its Term Loan A and Term Loan B, respectively that were applied to future mandatory principal payment due. The Company is not required to make a mandatory payment against the principal balance of Term Loan A until April 2022 and Term Loan B until maturity in August 2024. The Company also entered into an amendment to the Credit Agreement that extended the maturity date of the Revolver and a portion of Term Loan A to August 1, 2024.

In addition, on November 24, 2020, the Company completed the issuance and sale of $600.0 million aggregate principal amount of 3.625% senior notes due 2029. The Company received net proceeds, after deducting offering expenses, of $592.5 million. The net proceeds of the offering, together with cash on hand, were used for general corporate purposes, including the funding of acquisitions, and for the repayment of indebtedness.

During the three months ended December 31, 2020, the Company repurchased $8.1 million of common stock. On November 17, 2020, the Company’s Board approved a new stock repurchase program effective January 1, 2021, which succeeded the existing stock repurchase program that expired on December 31, 2020. The new stock repurchase program authorizes the Company to repurchase up to $300.0 million of common stock and expires on December 31, 2022. The Company will continue to evaluate the utilization of its share repurchase program as market and economic conditions evolve.

Full Year 2021 Business Outlook

The Company's guidance takes into account a number of factors, including existing backlog, current sales pipeline, trends in cancellations and delays, and the Company’s ForwardBound initiative, which includes expansion of the Syneos Operating Network, process optimization, and automation initiatives.  In addition, the guidance presented below represents the Company’s best efforts to estimate the impact of COVID-19 on its business. The severity and duration of the COVID-19 pandemic are outside of the Company’s control and, given the uncertain nature of the pandemic, could cause the Company’s future operating results to be different from our current expectations, particularly if the impact of the pandemic worsens. Furthermore, the guidance presented below is based on current foreign currency exchange rates, current interest rates, and the Company's expected non-GAAP effective tax rate of approximately 24.0% for the year ending December 31, 2021. The guidance is based upon the Company's estimated number of weighted average diluted shares outstanding, and does not take into account any share repurchases beyond the fourth quarter of 2020. The Company's full year 2021 guidance is outlined below:

 

FY 2021

 

 

 

Low

 

 

High

 

 

 

(in millions, except per share data)

 

Revenue

 

$

5,125.0

 

 

$

5,325.0

 

GAAP Net Income

 

 

207.9

 

 

 

234.5

 

GAAP Diluted EPS

 

 

1.95

 

 

 

2.20

 

Adjusted EBITDA

 

 

745.0

 

 

 

785.0

 

Adjusted Diluted EPS

 

$

4.09

 

 

$

4.38

 

 


4


 

Webcast and Conference Call Details

Syneos Health will host a conference call at 8:00 a.m. ET on February 18, 2021, to discuss its fourth quarter and full year 2020 financial results. The live webcast will be available in listen-only mode in the Events section of the Company's Investor Relations website at investor.syneoshealth.com. To participate via phone, please register in advance at this link. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number along with a unique passcode and registrant ID that can be used to access the call.

An archived replay of the conference call is expected to be available online at investor.syneoshealth.com after 1:00 p.m. ET on February 18, 2021.

About Syneos Health

Syneos Health® (Nasdaq:SYNH) is the only fully integrated biopharmaceutical solutions organization. The Company, including a Contract Research Organization (CRO) and Contract Commercial Organization (CCO), is purpose-built to accelerate customer performance to address modern market realities. Syneos Health brings together approximately 25,000 clinical and commercial minds with the ability to support customers in more than 110 countries. The Company shares insights, uses the latest technologies, and applies advanced business practices to speed its customers’ delivery of important therapies to patients. To learn more about how Syneos Health is shortening the distance from lab to life® visit syneoshealth.com.

Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including the future impact of the COVID-19 pandemic on our business, financial results and financial condition, anticipated financial results for the full year 2021, our foundation for growth in 2021, and plans for cost savings and capital deployment. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: risks associated with the COVID-19 pandemic; the Company's ability to maintain or generate new business awards; the Company's backlog not being indicative of future revenues and its ability to realize the anticipated future revenue reflected in its backlog; fluctuations in the Company's operating results and effective income tax rate; the Company's ability to adequately price its contracts and not overrun cost estimates; risks related to the Company's information systems and cybersecurity; changes and costs of compliance with regulations related to data privacy; any adverse effects from the Company's customer or therapeutic area concentration; general and international economic, political, and other risks, including currency and stock market fluctuations and the uncertain economic environment; risks related to the United Kingdom’s withdrawal from the European Union; risks related to the Company's transfer pricing policies; the Company's ability to increase its market share, grow its business, and execute its growth strategies; failure to perform services in accordance with contractual requirements, regulatory requirements and ethical considerations; risks associated with the Company's early phase clinical facilities; insurance risk; reliance on key personnel; principal investigators and patients; risks of liability resulting from harm to patients; success of investments in the Company's customers’ business or drugs;  foreign currency exchange rate fluctuations; risks related to the Company's income tax expense and tax reform; risks relating to the Company's intellectual property; risks associated with the Company's acquisition strategy; the degree to which our relationships with existing or potential customers may adversely impact the degree to which other customers or potential customers use our services as a result of competition; failure to realize the full value of goodwill and intangible assets; restructuring risk; potential violations of anti-corruption and anti-bribery laws; risks related to the Company's dependence on third parties; liability related to our embedded and functional outsourcing services; ability to utilize our net operating loss carryforwards and other tax attributes; downgrades of the Company's credit ratings; competition in the biopharmaceutical services industry; changes in outsourcing trends;  regulatory risks; trends in the Company's customers’ businesses; the Company's ability to keep pace with rapid technological change; risks related to the Company's indebtedness; risks related to the ownership of our common stock; and other risk factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as updated by the Company’s other SEC filings, copies of which are available free of charge on the Company's website at investor.syneoshealth.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

 

5


 

 

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), this press release contains certain non-GAAP financial measures, including adjusted revenue, segment adjusted revenue, adjusted net income (including adjusted diluted earnings per share), EBITDA, adjusted EBITDA, and non-GAAP effective income tax rate. We also present adjusted revenue growth in constant currency. Constant currency revenue growth is defined as revenues for a given period restated at the comparative period's foreign currency exchange rates measured against the comparative period's adjusted revenues. Constant currency segment revenue growth is defined as revenue for a given period restated at the comparative period’s foreign currency exchange rates measured against the comparative period’s adjusted or GAAP revenues, as applicable.

A “non-GAAP financial measure” is generally defined as a numerical measure of a company’s financial performance that excludes or includes amounts from the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheets, or statements of cash flows of the Company.

The Company defines adjusted revenue and segment adjusted revenue as GAAP revenue and segment revenue, respectively, adjusted to include revenue eliminated as a result of purchase accounting.

The Company defines adjusted net income (including adjusted diluted earnings per share) as net income (including diluted earnings per share) excluding acquisition-related deferred revenue adjustments; acquisition-related amortization; restructuring and other costs; transaction and integration-related expenses; share-based compensation expense; gain or loss on extinguishment of debt; other income (expense), net; the income tax effect of the above adjustments; and the impact of the base erosion and anti-abuse tax.

EBITDA represents earnings before interest, taxes, depreciation and amortization. The Company defines adjusted EBITDA as EBITDA, further adjusted to exclude expenses and transactions that the Company believes are not representative of its core operations, namely: acquisition-related deferred revenue adjustments; restructuring and other costs; transaction and integration-related expenses; share-based compensation expense; other income (expense), net; and gain or loss on extinguishment of debt. The Company presents EBITDA and adjusted EBITDA because it believes they are useful metrics for investors as they are commonly used by investors, analysts and debt holders to measure the Company's ability to fund capital expenditures and meet working capital requirements.  

Each of the non-GAAP measures noted above are used by management and the Board to evaluate the Company's core operating results because they exclude certain items whose fluctuations from period-to-period do not necessarily correspond to changes in the core operations of the business. Adjusted net income (including adjusted diluted earnings per share) and adjusted EBITDA are used by management and the Board to assess the performance of the Company's business.

Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. Also, other companies might calculate these measures differently. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in this press release and the accompanying tables.

Investor Relations Contact:

 

Ronnie Speight

Senior Vice President, Investor Relations

Phone: +1 919 745 2745

Email: Investor.Relations@syneoshealth.com

Press/Media Contact:

 

Gary Gatyas

Executive Director, External Communications

Phone: +1 908 763 3428

Email: gary.gatyas@syneoshealth.com

 

6


 

 

Syneos Health, Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share data)

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

Revenue

 

$

1,140,019

 

 

$

1,212,954

 

 

$

4,415,777

 

 

$

4,675,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs (exclusive of depreciation and amortization)

 

 

848,008

 

 

 

927,900

 

 

 

3,398,142

 

 

 

3,645,905

 

Selling, general, and administrative expenses

 

 

108,442

 

 

 

112,421

 

 

 

442,484

 

 

 

446,281

 

Restructuring and other costs

 

 

6,000

 

 

 

2,384

 

 

 

29,414

 

 

 

42,135

 

Transaction and integration-related expenses

 

 

12,342

 

 

 

26,509

 

 

 

30,242

 

 

 

61,275

 

Depreciation

 

 

18,355

 

 

 

18,869

 

 

 

70,185

 

 

 

76,532

 

Amortization

 

 

36,421

 

 

 

41,510

 

 

 

152,167

 

 

 

165,933

 

Total operating expenses

 

 

1,029,568

 

 

 

1,129,593

 

 

 

4,122,634

 

 

 

4,438,061

 

Income from operations

 

 

110,451

 

 

 

83,361

 

 

 

293,143

 

 

 

237,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other expense (income), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

22,754

 

 

 

26,839

 

 

 

90,880

 

 

 

122,278

 

Loss (gain) on extinguishment of debt

 

 

1,235

 

 

 

(14,750

)

 

 

1,581

 

 

 

(10,395

)

Other (income) expense, net

 

 

(403

)

 

 

53,527

 

 

 

(2,976

)

 

 

24,162

 

Total other expense, net

 

 

23,586

 

 

 

65,616

 

 

 

89,485

 

 

 

136,045

 

Income before provision for income taxes

 

 

86,865

 

 

 

17,745

 

 

 

203,658

 

 

 

101,709

 

Income tax (benefit) expense

 

 

(5,021

)

 

 

(73,305

)

 

 

10,871

 

 

 

(29,549

)

Net income

 

$

91,886

 

 

$

91,050

 

 

$

192,787

 

 

$

131,258

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.88

 

 

$

0.88

 

 

$

1.85

 

 

$

1.27

 

Diluted

 

$

0.87

 

 

$

0.86

 

 

$

1.83

 

 

$

1.25

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

103,932

 

 

 

103,813

 

 

 

104,168

 

 

 

103,618

 

Diluted

 

 

105,410

 

 

 

105,378

 

 

 

105,465

 

 

 

105,005

 

 

 

7


 

 

Syneos Health, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except par value)

 

 

 

December 31, 2020

 

 

December 31, 2019

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash, cash equivalents, and restricted cash

 

$

272,173

 

 

$

163,689

 

Accounts receivable and unbilled services, net

 

 

1,344,781

 

 

 

1,303,641

 

Prepaid expenses and other current assets

 

 

121,058

 

 

 

94,834

 

Total current assets

 

 

1,738,012

 

 

 

1,562,164

 

Property and equipment, net

 

 

216,200

 

 

 

203,926

 

Operating lease right-of-use assets

 

 

223,285

 

 

 

218,531

 

Goodwill

 

 

4,776,178

 

 

 

4,350,380

 

Intangible assets, net

 

 

933,525

 

 

 

973,081

 

Deferred income tax assets

 

 

35,059

 

 

 

37,012

 

Other long-term assets

 

 

141,047

 

 

 

108,701

 

Total assets

 

$

8,063,306

 

 

$

7,453,795

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

113,684

 

 

$

136,686

 

Accrued expenses

 

 

611,042

 

 

 

568,911

 

Deferred revenue

 

 

793,068

 

 

 

696,907

 

Current portion of operating lease obligations

 

 

42,082

 

 

 

38,055

 

Current portion of finance lease obligations

 

 

17,455

 

 

 

17,777

 

Current portion of long-term debt

 

 

 

 

 

58,125

 

Total current liabilities

 

 

1,577,331

 

 

 

1,516,461

 

Long-term debt

 

 

2,902,054

 

 

 

2,550,395

 

Operating lease long-term obligations

 

 

221,760

 

 

 

218,343

 

Finance lease long-term obligations

 

 

31,522

 

 

 

36,914

 

Deferred income tax liabilities

 

 

20,216

 

 

 

11,101

 

Other long-term liabilities

 

 

68,311

 

 

 

90,927

 

Total liabilities

 

 

4,821,194

 

 

 

4,424,141

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; 30,000 shares authorized, 0 shares issued and outstanding at December 31, 2020 and 2019

 

 

 

 

 

 

Common stock, $0.01 par value; 600,000 shares authorized, 103,935 and 103,866 shares issued and outstanding at December 31, 2020 and 2019, respectively

 

 

1,039

 

 

 

1,039

 

Additional paid-in capital

 

 

3,461,747

 

 

 

3,441,471

 

Accumulated other comprehensive loss, net of taxes

 

 

(40,801

)

 

 

(71,593

)

Accumulated deficit

 

 

(179,873

)

 

 

(341,263

)

Total shareholders' equity

 

 

3,242,112

 

 

 

3,029,654

 

Total liabilities and shareholders' equity

 

$

8,063,306

 

 

$

7,453,795

 

 

 

8


 

 

Syneos Health, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

192,787

 

 

$

131,258

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

222,352

 

 

 

242,465

 

Share-based compensation

 

 

58,491

 

 

 

55,193

 

Provision for doubtful accounts

 

 

695

 

 

 

1,897

 

Benefit from deferred income taxes

 

 

(3,839

)

 

 

(40,069

)

Foreign currency transaction gains

 

 

4,148

 

 

 

11,166

 

Fair value adjustment of contingent obligations

 

 

(3,664

)

 

 

17,260

 

Gain on sale of business

 

 

(7,133

)

 

 

 

Loss (gain) on extinguishment of debt

 

 

1,581

 

 

 

(10,395

)

Other non-cash items

 

 

1,765

 

 

 

2,766

 

Changes in operating assets and liabilities, net of effect of business combinations:

 

 

 

 

 

 

 

 

Accounts receivable, unbilled services, and deferred revenue

 

 

16,316

 

 

 

(120,389

)

Accounts payable and accrued expenses

 

 

(2,561

)

 

 

28,316

 

Other assets and liabilities

 

 

(55,445

)

 

 

(987

)

Net cash provided by operating activities

 

 

425,493

 

 

 

318,481

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Payments associated with business combinations, net of cash acquired

 

 

(456,455

)

 

 

(712

)

Proceeds from sale of business

 

 

17,970

 

 

 

 

Purchases of property and equipment

 

 

(50,010

)

 

 

(63,973

)

Investments in unconsolidated affiliates

 

 

(15,589

)

 

 

(16,976

)

Net cash used in investing activities

 

 

(504,084

)

 

 

(81,661

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt, net of discount

 

 

600,000

 

 

 

582,000

 

Payments of debt financing costs

 

 

(9,570

)

 

 

(2,636

)

Repayments of long-term debt

 

 

(327,294

)

 

 

(437,936

)

Proceeds from accounts receivable financing agreement

 

 

31,600

 

 

 

127,815

 

Repayments of accounts receivable financing agreement

 

 

(6,600

)

 

 

(22,400

)

Proceeds from revolving line of credit

 

 

300,000

 

 

 

 

Repayments of revolving line of credit

 

 

(300,000

)

 

 

 

Redemption of Senior Notes and associated breakage fees

 

 

 

 

 

(418,112

)

Payments of contingent consideration related to business combinations

 

 

(26,634

)

 

 

(178

)

Payments of finance leases

 

 

(16,434

)

 

 

(14,493

)

Payments for repurchases of common stock

 

 

(70,151

)

 

 

(56,716

)

Proceeds from exercises of stock options

 

 

24,568

 

 

 

40,322

 

Payments related to tax withholdings for share-based compensation

 

 

(21,220

)

 

 

(13,135

)

Net cash provided by (used in) financing activities

 

 

178,265

 

 

 

(215,469

)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

 

8,810

 

 

 

(13,594

)

Net change in cash, cash equivalents, and restricted cash

 

 

108,484

 

 

 

7,757

 

Cash, cash equivalents, and restricted cash - beginning of period

 

 

163,689

 

 

 

155,932

 

Cash, cash equivalents, and restricted cash - end of period

 

$

272,173

 

 

$

163,689

 

 

 

9


 

 

Syneos Health, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

(in thousands)

(unaudited)

 

 

Three Months Ended

December 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Adjusted revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, as reported

 

$

1,140,019

 

 

$

1,212,954

 

 

$

4,415,777

 

 

$

4,675,815

 

Acquisition-related deferred revenue adjustment (a)

 

 

 

 

 

1,594

 

 

 

 

 

 

6,375

 

Adjusted revenue

 

$

1,140,019

 

 

$

1,214,548

 

 

$

4,415,777

 

 

$

4,682,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment adjusted revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical Solutions revenue, as reported

 

$

855,568

 

 

$

899,289

 

 

$

3,306,736

 

 

$

3,421,596

 

Acquisition-related deferred revenue adjustment (a)

 

 

 

 

 

1,594

 

 

 

 

 

 

6,375

 

Clinical Solutions adjusted revenue

 

$

855,568

 

 

$

900,883

 

 

$

3,306,736

 

 

$

3,427,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Solutions revenue, as reported

 

$

284,451

 

 

$

313,665

 

 

$

1,109,041

 

 

$

1,254,219

 

Acquisition-related deferred revenue adjustment (a)

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Solutions adjusted revenue

 

$

284,451

 

 

$

313,665

 

 

$

1,109,041

 

 

$

1,254,219

 

 

 

Three Months Ended

December 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

EBITDA and adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income, as reported

 

$

91,886

 

 

$

91,050

 

 

$

192,787

 

 

$

131,258

 

Interest expense, net

 

 

22,754

 

 

 

26,839

 

 

 

90,880

 

 

 

122,278

 

Income tax (benefit) expense

 

 

(5,021

)

 

 

(73,305

)

 

 

10,871

 

 

 

(29,549

)

Depreciation

 

 

18,355

 

 

 

18,869

 

 

 

70,185

 

 

 

76,532

 

Amortization (b)

 

 

36,421

 

 

 

41,510

 

 

 

152,167

 

 

 

165,933

 

EBITDA

 

 

164,395

 

 

 

104,963

 

 

 

516,890

 

 

 

466,452

 

Acquisition-related deferred revenue adjustment (a)

 

 

 

 

 

1,594

 

 

 

 

 

 

6,375

 

Restructuring and other costs (c)

 

 

6,000

 

 

 

2,384

 

 

 

29,414

 

 

 

42,135

 

Transaction and integration-related expenses (d)

 

 

12,342

 

 

 

26,509

 

 

 

30,242

 

 

 

61,275

 

Share-based compensation (e)

 

 

11,225

 

 

 

14,329

 

 

 

58,491

 

 

 

55,193

 

Other (income) expense, net (f)

 

 

(403

)

 

 

53,527

 

 

 

(2,976

)

 

 

24,162

 

Loss (gain) on extinguishment of debt (g)

 

 

1,235

 

 

 

(14,750

)

 

 

1,581

 

 

 

(10,395

)

Adjusted EBITDA

 

$

194,794

 

 

$

188,556

 

 

$

633,642

 

 

$

645,197

 

10


 

 

Syneos Health, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share data)

(unaudited)

 

 

Three Months Ended

December 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Adjusted net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income, as reported

 

$

91,886

 

 

$

91,050

 

 

$

192,787

 

 

$

131,258

 

Acquisition-related deferred revenue adjustment (a)

 

 

 

 

 

1,594

 

 

 

 

 

 

6,375

 

Amortization (b)

 

 

36,421

 

 

 

41,510

 

 

 

152,167

 

 

 

165,933

 

Restructuring and other costs (c)

 

 

6,000

 

 

 

2,384

 

 

 

29,414

 

 

 

42,135

 

Transaction and integration-related expenses (d)

 

 

12,342

 

 

 

26,509

 

 

 

30,242

 

 

 

61,275

 

Share-based compensation (e)

 

 

11,225

 

 

 

14,329

 

 

 

58,491

 

 

 

55,193

 

Other (income) expense, net (f)

 

 

(403

)

 

 

53,527

 

 

 

(2,976

)

 

 

24,162

 

Loss (gain) on extinguishment of debt (g)

 

 

1,235

 

 

 

(14,750

)

 

 

1,581

 

 

 

(10,395

)

Income tax adjustment to normalized rate (h)

 

 

(41,905

)

 

 

(85,057

)

 

 

(102,547

)

 

 

(121,627

)

Impact of base erosion and anti-abuse tax (i)

 

 

 

 

 

(22,531

)

 

 

 

 

 

(15,054

)

Adjusted net income

 

$

116,801

 

 

$

108,565

 

 

$

359,159

 

 

$

339,255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

105,410

 

 

 

105,378

 

 

 

105,465

 

 

 

105,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted earnings per share

 

$

1.11

 

 

$

1.03

 

 

$

3.41

 

 

$

3.23

 

 

a.

Represents non-cash adjustments resulting from the revaluation of deferred revenue and the subsequent elimination of revenue in purchase accounting in connection with business combinations.

 

b.

Represents the amortization of intangible assets associated with acquired backlog, customer relationships, trade names and trademarks, and intellectual property.

 

c.

Restructuring and other costs consist primarily of severance costs associated with a reduction/optimization of our workforce in line with our expectations of future business operations and termination costs in connection with abandonment and closure of redundant facilities and other lease-related charges.

 

d.

Represents fees associated with business combinations, stock repurchases and secondary stock offerings, debt placement and refinancings, and other corporate transactions costs.

 

e.

Represents non-cash share-based compensation expense related to awards granted under equity incentive plans.

 

f.

Other expense (income) is comprised primarily of foreign currency exchange gains and losses.

 

g.

Loss (gain) on extinguishment of debt is associated with debt prepayments and refinancing activities.

 

h.

Represents the income tax effect of the non-GAAP adjustments made to arrive at adjusted net income using an estimated effective tax rate of approximately 24.0% for the three and twelve months ended December 31, 2020 and 24.0% for the three and twelve months ended December 31, 2019. These rates have been adjusted to exclude tax impacts related to valuation allowances recorded against deferred tax assets.

 

i.

Represents the net income tax expense recorded as a result of the base erosion and anti-abuse tax.

11


 

 

Syneos Health, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP

Full Year 2021 Guidance

(in millions, except per share data)

(Unaudited)

 

 

Low

 

 

High

 

 

EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

207.9

 

 

$

234.5

 

 

Adjustments (a):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

94.0

 

 

 

94.0

 

 

Income tax expense

 

 

89.1

 

 

 

100.5

 

 

Depreciation

 

 

76.0

 

 

 

76.0

 

 

Amortization

 

 

157.0

 

 

 

157.0

 

 

EBITDA

 

 

624.0

 

 

 

662.0

 

 

Restructuring and other costs

 

 

26.0

 

 

 

27.0

 

 

Transaction expenses

 

 

28.0

 

 

 

28.0

 

 

Share-based compensation expense

 

 

67.0

 

 

 

68.0

 

 

Adjusted EBITDA

 

$

745.0

 

 

$

785.0

 

 

 

 

 

Adjusted

Net Income

 

 

Adjusted Diluted

Earnings Per Share

 

 

 

 

Low

 

 

High

 

 

Low

 

 

High

 

 

Adjusted net income and adjusted diluted earnings

   per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income and diluted earnings per share

 

$

207.9

 

 

$

234.5

 

 

$

1.95

 

 

$

2.20

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization (a)

 

 

157.0

 

 

 

157.0

 

 

 

1.47

 

 

 

1.47

 

 

Restructuring and other costs (a)

 

 

26.0

 

 

 

27.0

 

 

 

0.24

 

 

 

0.25

 

 

Transaction expenses (a)

 

 

28.0

 

 

 

28.0

 

 

 

0.26

 

 

 

0.26

 

 

Share-based compensation expense (a)

 

 

67.0

 

 

 

68.0

 

 

 

0.63

 

 

 

0.64

 

 

Income tax effect of above adjustments (b)

 

 

(49.5

)

 

 

(47.1

)

 

 

(0.46

)

 

 

(0.45

)

 

Adjusted net income and adjusted diluted earnings

   per share (c)(d)

 

$

436.4

 

 

$

467.4

 

 

$

4.09

 

 

$

4.38

 

 

 

 

a.

Amounts are estimates with an estimated range of +/- 5% and are presented gross without the benefit of associated income tax deduction.

 

b.

Income tax expense is calculated and the adjustments are tax-affected at an approximate effective rate of 24.0%, which represents the Company's estimated full year non-GAAP effective tax rate.

 

c.

Guidance for Adjusted Diluted EPS incorporates interest expense based upon an assumed one-month LIBOR of 0.6% through the end of 2021.

 

d.

Guidance for Adjusted Diluted EPS is based on an expectation of a fully diluted weighted average share count for the year ending December 31, 2021 of approximately 106.7 million shares, which will vary by quarter.

12


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
8/1/24
12/31/22
12/31/2110-K
Filed as of / For Period end:2/18/2110-K,  4
Filed on:2/17/2110-K
1/1/21
12/31/2010-K
11/24/204,  8-K
11/17/204,  8-K
9/30/2010-Q
3/31/2010-Q
12/31/1910-K
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