Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________________________________
FORM 8-K
____________________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2017

_____________________________________________________________

INC RESEARCH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________

Delaware
001-36730
27-3403111
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
3201 Beechleaf Court, Suite 600
Raleigh, North Carolina
27604-1547
 
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (919) 876-9300
_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐   
           
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 2.02    Results of Operations and Financial Condition
On November 9, 2017, INC Research Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2017.  The full text of the press release was posted on the Company’s internet website and is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 2.02, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description
99.1
 







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
INC RESEARCH HOLDINGS, INC.
 
 
 
 
 
Date:
November 8, 2017
By:
/s/ Gregory S. Rush
 
 
 
Name:
Gregory S. Rush
 
 
 
Title:
Executive Vice President and Chief Financial Officer



Exhibit


Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11881452&doc=3

FOR IMMEDIATE RELEASE

INC Research/inVentiv Health Reports Third Quarter 2017 Results

Highlights

Net service revenue of $592.2 million and $1,102.4 million for the three and nine months ended September 30, 2017, respectively.
Combined Company adjusted net service revenue of $766.6 million and $2,331.6 million for the three and nine months ended September 30, 2017, respectively, after adjusting for $13.2 million and $27.0 million, respectively, eliminated as part of purchase accounting.
Combined Company adjusted EBITDA of $138.9 million and $424.5 million for the three and nine months ended September 30, 2017, respectively.
GAAP diluted loss per share of $1.70 and $1.90 for the three and nine months ended September 30, 2017, respectively.
Combined Company adjusted diluted EPS of $0.54 and $1.56 for the three and nine months ended September 30, 2017.

RALEIGH, NC, November 9, 2017 -- INC Research (NASDAQ: INCR), which, following the completion of the merger on August 1, 2017 with inVentiv Health ("the Merger"), we refer to as INC Research/inVentiv Health ("the Company"), the only fully-integrated biopharmaceutical solutions organization combining a CRO and a CCO (Contract Commercial Organization), today reported financial results for the third quarter and year-to-date periods ended September 30, 2017. To aid investors and analysts with year-over-year comparability of results for the merged business, we are including certain "Combined Company" metrics that represent combined financial information of INC Research and inVentiv Health as if the Merger had taken place on January 1, 2016, with conforming adjustments to the current year presentation. Please refer to the "Use of Non-GAAP Financial Measures" and "Reconciliation of GAAP to Combined Company 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 measure.

“We’ve experienced a quarter of rapid evolution as we achieve integration milestones at an accelerated pace, and we have significant customer interest in our unique, integrated business model. By combining clinical and commercial insights to deliver Real-World Evidence/late phase capabilities and full commercialization, we’re seeing an increasing interest from customers for our high-value solutions in a highly competitive market,” said Chief Executive Officer Alistair Macdonald.

“In the Clinical segment, our momentum continues with another strong quarter of net awards, illustrating our ability to leverage our complementary customer bases, delivery platforms, and market approaches. While our Commercial segment performance was lower than expected, over time we expect this to improve with potentially

1



Exhibit 99.1

more quarterly variability than our CRO business. Specifically, we remain confident in our ability to deliver on our long-term Commercial growth through our market leading offering in an improving sales environment stemming from increased drug approvals and related new drug launches and expectations that this trend will continue over the near and mid-term.”

“We’re confident in unlocking meaningful value from this combination and remain on target to achieve the $100 million of annual savings by year three while building market momentum. All of this is made possible by the dedicated efforts of our transition management team and the thousands of INC Research/inVentiv Health employees worldwide who are committed to speeding the delivery of important therapies for our customers and the patients they serve.”
Third Quarter 2017 Results
Net service revenue for the three months ended September 30, 2017 increased by $332.7 million, or 128.2%, to $592.2 million from $259.6 million for the three months ended September 30, 2016. For the nine months ended September 30, 2017, net service revenue increased by $335.0 million, or 43.7%, to $1.10 billion from $767.4 million for the nine months ended September 30, 2016. Our total net service revenue increased compared to the same periods in the prior year, solely due to the Merger, which accounted for $340.8 million of the increase for both the three and nine months ended September 30, 2017. This increase was partially offset by a decline in revenues due to continued customer and regulatory delays, which we believe are transitory in nature. In addition, under purchase accounting rules, approximately $12.7 million of inVentiv Health deferred revenue, which otherwise would have been recognized as revenue in the three months ended September 30, 2017, was eliminated. The impact of fluctuations in foreign currency exchange rates on net service revenue was not material for the three months ended September 30, 2017. During the nine months ended September 30, 2017, fluctuations in foreign currency exchange rates resulted in an unfavorable impact of $7.1 million on net service revenue as compared to the nine months ended September 30, 2016.
Combined Company non-GAAP net service revenue for the three months ended September 30, 2017 decreased by $48.7 million, or 6.0%, to $766.6 million from $815.2 million for the three months ended September 30, 2016, respectively. Combined Company non-GAAP net service revenue for the nine months ended September 30, 2017 decreased by $93.8 million, or 3.9%, to $2.33 billion from $2.43 billion for the three months ended September 30, 2016, respectively. Combined Company non-GAAP net service revenue for the three and nine months ended September 30, 2017 includes revenue of $13.2 million and $27.0 million, respectively, eliminated as part of purchase accounting.
For the three and nine months ended September 30, 2017, our Combined Clinical Solutions Segment generated adjusted net service revenue of $533.4 million and $1.58 billion, respectively, representing an increase of 2.6% for each period compared to $519.8 million and $1.54 billion for the three and nine months ended September 30, 2016, respectively. Our Combined Clinical Solutions segment revenue increased primarily due to our strong bookings in 2017, partially offset by continued customer delays.
For the three and nine months ended September 30, 2017, our Combined Commercial Solutions Segment generated net service revenue of $233.2 million and $752.9 million, respectively, compared to $295.5 million and $887.3 million, during the three and nine months ended September 30, 2016, respectively. Our Combined Commercial Solutions Segment revenue declined by 21.1% and 15.1%, respectively, for the three and nine months ended September 30, 2017 compared to the same periods in 2016. The decrease in revenue was primarily due to (i) the impact of cancellations at the end of 2016, (ii) further cancellations in third quarter of 2017, and (iii) lower new drug approval activity during 2016.
For the three and nine months ended September 30, 2017, we generated a loss from operations of $88.9 million and $43.9 million, respectively, compared to income from operations of $39.4 million and $111.6 million for the three and nine months ended September 30, 2016, respectively. Our operating results for the three and nine months ended September 30, 2017 were impacted by (i) Merger-related transaction expenses of $84.3 million and $108.1 million, respectively, (ii) an impairment charge of $30.0 million recorded in the third quarter of 2017 with respect to the INC Research trademark and intangible asset, and

2


(iii) an increase in amortization expense of $41.9 million in both periods due to the acquisition of intangible assets as a result of the Merger.
Our income (loss) from operations includes expenses associated with certain transactions that we believe are not representative of our core operations. Excluding these items, adjusted Combined Company non-GAAP income from operations decreased to $120.5 million and $366.5 million for the three and nine months ended September 30, 2017, respectively, compared to $133.7 million and $382.4 million for the three and nine months ended September 30, 2016, respectively. Adjusted operating margin for both the three and nine months ended September 30, 2017, was 15.7%, compared to 16.4% and 15.8%, respectively, for the same periods in 2016.
For the three and nine months ended September 30, 2017, we reported a net loss of $148.0 million and $123.4 million, respectively, resulting in a diluted loss per share of $1.70 and $1.90, respectively. For the three and nine months ended September 30, 2016, we reported net income of $27.3 million and $75.1 million, respectively, or $0.49 and $1.35 per diluted share, respectively. Combined Company adjusted net income for the three and nine months ended September 30, 2017 was $56.5 million and $164.2 million, or $0.54 and $1.56 per diluted share, respectively, compared to $49.2 million and $135.2 million, or $0.47 and $1.28 per diluted share, for the three and nine months ended September 30, 2016, respectively.
Combined Company adjusted EBITDA for the three and nine months ended September 30, 2017 was $138.9 million and $424.5 million, respectively, compared to $153.1 million and $439.4 million for the three and nine months ended September 30, 2016, respectively. For the three-month periods ended September 30, 2017 and 2016, adjusted EBITDA margin was 18.1% and 18.8%, respectively. For the nine-month periods ended September 30, 2017 and 2016, adjusted EBITDA margin was 18.2% and 18.1%, respectively.
Important disclosures about and reconciliations of non-GAAP measures, including Combined Company non-GAAP measures related to adjusted net service revenue, adjusted income from operations, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, EBITDA, and adjusted EBITDA, to the nearest corresponding GAAP measures are provided below under "Use of Non-GAAP Financial Measures."
New Business Awards and Backlog
In connection with the Merger, we re-evaluated our existing backlog policy for our Clinical Solutions Segment. As a result of this evaluation, effective during the third quarter of 2017, we changed our policy for calculating and reporting the amounts of our net new business awards and backlog. Under our new policy our Combined Company Clinical Solutions backlog was adjusted from $4.80 billion to $3.72 billion as of September 30, 2017. Prior to the adoption of our new policy, our Combined Company Clinical Solutions net new business awards for the three and nine months ended September 30, 2017 were $755.0 million and $2.13 billion, respectively, resulting in a book-to-bill of 1.4x and 1.3x, respectively. Under our new policy, we adjusted Combined Company Clinical Solutions net new business awards for the three and nine months ended September 30, 2017 to $683.2 million and $1.88 billion, respectively, representing a book-to-bill ratio of 1.3x and 1.2x, respectively.

3


Business Outlook
The Company's fourth quarter guidance for 2017 is outlined in the following table. The guidance takes into account a number of factors, including current sales pipeline, trends in cancellations and delays, and our expectations for commercial sales during the fourth quarter of 2017. Furthermore, our guidance is based on current foreign currency exchange rates, current interest rates, and our expected tax rates.
 
Low
 
High
Net service revenue
$
738.0
 million
 
$
768.0
 million
Adjusted net service revenue
750.0
 million
 
780.0
 million
Clinical Solutions adjusted net service revenue
525.0
 million
 
540.0
 million
Commercial Solutions adjusted net service revenue
225.0
 million
 
240.0
 million
Adjusted EBITDA
137.0
 million
 
147.0
 million
Adjusted net income
56.0
 million
 
63.5
 million
GAAP diluted EPS
$
(0.25
)
 
$
(0.14
)
Adjusted diluted EPS
$
0.52

 
$
0.60

Important disclosures about and reconciliations of non-GAAP measures, including adjusted net service revenue, adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share, to the corresponding GAAP measures are provided below under "Use of Non-GAAP Financial Measures."
Webcast and Conference Call Details
INC Research/inVentiv Health will host a conference call at 8:00 a.m. EST on November 9, 2017, to discuss its third quarter and year-to-date 2017 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.incresearch.com. To participate via phone, please dial +1 (877) 930-8058 within the United States or +1 (253) 336-7551 outside the United States, approximately 15 minutes before the scheduled start of the call. The conference ID for the call is 3396217.
An archived replay of the conference call is expected to be available online at investor.incresearch.com after 1:00 p.m. EST on November 9, 2017. In addition, an audio replay will be available for one week following the call and will be accessible by dialing +1 (855) 859-2056 within the United States or +1 (404) 537-3406 outside the United States. The audio replay ID is 3396217.
About INC Research/inVenitv Health
INC Research/inVentiv Health (NASDAQ: INCR) 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 address new market realities where clinical and commercial operations share expertise, data, and insights to accelerate biopharmaceutical performance. With more than 22,000 employees and the ability to support customers in more than 110 countries, its global scale and deep therapeutic alignment enables INC Research/inVentiv Health to help customers successfully navigate an increasingly complex environment. For more information on the Raleigh, N.C.-based company, please visit www.incresearch.com or inventivhealth.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

4


Reform Act of 1995. 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 integration of our business with the business of inVentiv, and our operation of the combined business following the closing of the Merger; our ability to maintain or generate new business awards; our ability to increase our market share, grow our business, and execute our growth strategies; our backlog not being indicative of future revenues and our ability to realize the anticipated future revenue reflected in our backlog; our ability to adequately price our contracts and not overrun cost estimates; general and international economic, political, and other risks, including currency and stock market fluctuations and the uncertain economic environment; fluctuations in our financial results; reliance on key personnel; our customer or therapeutic area concentration; and the other risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, 10-Q for the quarter ended June 30, 2017, and other SEC filings, copies of which are available free of charge on our website at investor.incresearch.com. INC Research assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
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 Combined Company and Combined Segment non-GAAP financial measures, including net service revenue, adjusted income from operations, adjusted operating margin, adjusted net income (including adjusted diluted earnings per share), EBITDA, and adjusted EBITDA. 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. To aid investors and analysts with year-over-year comparability for the merged business, the Company has included financial information that combines certain stand-alone INC Research and inVentiv Health financial information as if the merger had taken place on January 1, 2016, with conforming adjustments to the current year presentation.
The Company defines Combined Company adjusted net service revenue as the stand-alone INC Research and inVentiv Health net service revenue as if the merger had taken place on January 1, 2016, with conforming adjustments to the current year presentation and adjusted to include revenue eliminated under purchase accounting.
The Company defines Combined Company adjusted income from operations as income from operations excluding expenses and transactions that the Company believes are not representative of its core operations, namely, acquisition-related deferred revenue adjustments; acquisition-related amortization; restructuring and other costs; transaction and integration-related expenses; asset impairment charges; share-based compensation expense; contingent consideration and other expense; discretionary bonus accrual reversals; R&D tax credit adjustments; monitoring and advisory fees; and acquisition-related revaluation adjustments. The Company defines Combined Company adjusted operating margin as adjusted income from operations as a percentage of adjusted net service revenue.
The Company defines Combined Company adjusted net income (including adjusted diluted earnings per share) as net income (including diluted earnings per share) excluding the items excluded from adjusted income from operations mentioned previously, bridge financing fees, loss on extinguishment of debt, and other expense, net. After giving effect to these items and other unusual tax impacts during the period, the Company has also included an adjustment to its income tax rate to reflect the expected long-term income tax rate.
EBITDA represents earnings before interest, taxes, depreciation and amortization. The Company defines adjusted EBITDA as EBITDA, further adjusted to exclude certain 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; asset impairment charges; share-based compensation expense; contingent consideration and other expense;

5


discretionary bonus accrual reversals; R&D tax credit adjustments; monitoring and advisory fees; acquisition-related revaluation adjustments; other expense, net; and 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 Company's board of directors (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 income from operations, adjusted operating margin, and adjusted net income (including adjusted diluted earnings per share) are used by management and the Board to assess 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
Vice President, Investor Relations
Phone: +1 (919) 745-2745
Email: investor.relations@incresearch.com
Press/Media Contact:

Danielle DeForge
Senior Director, External Communications
Phone: +1 (781) 425-2624
Email: danielle.deforge@inventivhealth.com


6



INC Research Holdings, Inc. and Subsidiaries
GAAP Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net service revenue
$
592,207

 
$
259,557

 
$
1,102,372

 
$
767,358

Reimbursable out-of-pocket expenses
230,121

 
132,234

 
493,009

 
437,167

Total revenue
822,328

 
391,791

 
1,595,381

 
1,204,525

 
 
 
 
 
 
 
 
Costs and operating expenses:
 
 
 
 
 
 
 
Direct costs (exclusive of depreciation and amortization)
405,798

 
159,641

 
722,643

 
471,196

Reimbursable out-of-pocket expenses
230,121

 
132,234

 
493,009

 
437,167

Selling, general, and administrative
88,855

 
41,743

 
176,320

 
127,818

Restructuring and other costs
6,670

 
2,881

 
12,626

 
10,283

Transaction and integration-related expenses
84,340

 
1,127

 
108,081

 
2,857

Asset impairment charges
30,000

 

 
30,000

 

Depreciation
14,049

 
5,305

 
26,279

 
15,257

Amortization
51,383

 
9,464

 
70,309

 
28,388

Total operating expenses
911,216

 
352,395

 
1,639,267

 
1,092,966

(Loss) income from operations
(88,888
)
 
39,396

 
(43,886
)
 
111,559

 
 
 
 
 
 
 
 
Other (expense) income, net:
 
 
 
 
 
 
 
Interest income
501

 
62

 
765

 
139

Interest expense
(27,432
)
 
(3,226
)
 
(33,818
)
 
(9,317
)
Loss on extinguishment of debt
(102
)
 
(439
)
 
(102
)
 
(439
)
Other expense, net
(5,953
)
 
(2,384
)
 
(16,164
)
 
(10,761
)
Total other (expense) income, net
(32,986
)
 
(5,987
)
 
(49,319
)
 
(20,378
)
(Loss) income before provision for income taxes
(121,874
)
 
33,409

 
(93,205
)
 
91,181

Income tax expense
(26,124
)
 
(6,078
)
 
(30,217
)
 
(16,042
)
Net (loss) income
$
(147,998
)
 
$
27,331

 
$
(123,422
)
 
$
75,139

 
 
 
 
 
 
 
 
(Loss) earnings per share:
 
 
 
 
 
 
 
Basic
$
(1.70
)
 
$
0.50

 
$
(1.90
)
 
$
1.39

Diluted
$
(1.70
)
 
$
0.49

 
$
(1.90
)
 
$
1.35

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
87,152

 
54,186

 
65,097

 
54,147

Diluted
87,152

 
55,567

 
65,097

 
55,836



7


INC Research Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)
 
September 30, 2017
 
December 31, 2016
ASSETS
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
304,327

 
$
102,471

Restricted cash
1,201

 
607

Accounts receivable billed, net
557,257

 
211,476

Accounts receivable unbilled
403,123

 
173,873

Prepaid expenses and other current assets
96,894

 
34,202

Total current assets
1,362,802

 
522,629

Property and equipment, net
172,912

 
58,306

Goodwill
4,265,175

 
552,502

Intangible assets, net
1,394,728

 
114,486

Deferred income tax assets
21,337

 
14,726

Other long-term assets
80,000

 
25,858

Total assets
$
7,296,954

 
$
1,288,507

LIABILITIES AND SHAREHOLDERS' EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
66,031

 
$
23,693

Accrued liabilities
445,958

 
153,559

Deferred revenue
510,930

 
277,600

Current portion of capital lease obligations
19,941

 

Current portion of long-term debt
30,750

 
11,875

Total current liabilities
1,073,610

 
466,727

Capital lease obligations, non-current
22,104

 

Long-term debt, non-current
2,984,785

 
485,849

Deferred income tax liabilities
51,108

 
8,295

Other long-term liabilities
139,038

 
26,163

Total liabilities
4,270,645

 
987,034

 
 
 
 
Commitments and contingencies
 

 
 

 
 
 
 
Shareholders' equity:
 

 
 

Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2017 and December 31, 2016

 

Common stock, $0.01 par value; 600,000,000 shares authorized, 104,219,471 and 53,762,786 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively
1,042

 
538

Additional paid-in capital
3,404,506

 
573,176

Accumulated other comprehensive loss, net of tax
(25,540
)
 
(42,250
)
Accumulated deficit
(353,699
)
 
(229,991
)
Total shareholders' equity
3,026,309

 
301,473

Total liabilities and shareholders' equity
$
7,296,954

 
$
1,288,507


8


INC Research Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 
Nine Months Ended September 30,
 
2017
 
2016
Cash flows from operating activities:
 

 
 

Net (loss) income
$
(123,422
)
 
$
75,139

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
96,588

 
43,645

Amortization of capitalized loan fees and original issue discount, net of Senior Notes premium
759

 
765

Share-based compensation
50,928

 
9,404

Provision for doubtful accounts
1,477

 
1,927

Provision for (benefit from) deferred income taxes
12,733

 
(5,226
)
Foreign currency transaction losses
6,264

 
18,789

Asset impairment charges
30,000

 

Loss on extinguishment of debt
102

 
439

Other non-cash items
1,404

 
160

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

 
 

Billed and unbilled accounts receivable
59,043

 
(58,748
)
Accounts payable and accrued expenses
(10,132
)
 
(894
)
Deferred revenue
(19,425
)
 
5,753

Other assets and liabilities
3,427

 
3,971

Net cash provided by operating activities
109,746

 
95,124

Cash flows from investing activities:
 
 
 
Payments associated with business acquisitions, net of cash acquired
(1,678,814
)
 

Purchases of property and equipment
(28,153
)
 
(16,826
)
Other, net
(12
)
 

Net cash used in investing activities
(1,706,979
)
 
(16,826
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
2,598,000

 

Payments of debt financing costs
(25,476
)
 
(868
)
Repayments of long-term debt
(475,097
)
 

Proceeds from revolving line of credit
15,000

 
100,000

Repayments of revolving line of credit
(40,000
)
 
(105,000
)
Redemption of Senior Notes and associated breakage fees
(290,250
)
 

Payments of capital leases
(3,586
)
 

Payments for repurchase of common stock

 
(64,500
)
Proceeds from exercise of stock options
17,048

 
14,415

Payments related to tax withholding for share-based compensation
(5,391
)
 
(825
)
Net cash provided by (used in) financing activities
1,790,248

 
(56,778
)
Effect of exchange rate changes on cash and cash equivalents
8,841

 
(3,583
)
Net increase in cash and cash equivalents
201,856

 
17,937

Cash and cash equivalents, beginning of period
102,471

 
85,011

Cash and cash equivalents, end of period
$
304,327

 
$
102,948


9


INC Research Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Combined Company Non-GAAP Measures
(in thousands)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Combined Company adjusted net service revenue:
 
 
 
 
 
 
 
Net service revenue, as reported
$
592,207

 
$
259,557

 
$
1,102,372

 
$
767,358

Pre-merger inVentiv net service revenue
161,168

 
555,675

 
1,202,170

 
1,657,993

Combined Company net service revenue, before adjustments
753,375

 
815,232

 
2,304,542

 
2,425,351

Acquisition-related deferred revenue adjustment (a)
13,198

 

 
27,014

 

Combined Company adjusted net service revenue
$
766,573

 
$
815,232

 
$
2,331,556

 
$
2,425,351

Combined Company Segment adjusted net service revenue:
 
 
 
 
 
 
 
Clinical Solutions net service revenue, as reported
$
432,780

 
$
257,291

 
$
937,781

 
$
760,998

Pre-merger inVentiv Clinical Solutions net service revenue
88,558

 
262,484

 
616,594

 
777,102

Combined Company Clinical Solutions net service revenue, before adjustments
521,338

 
519,775

 
1,554,375

 
1,538,100

Acquisition-related deferred revenue adjustment (a)
12,051

 

 
24,328

 

Combined Company Clinical Solutions adjusted net service revenue
$
533,389

 
$
519,775

 
$
1,578,703

 
$
1,538,100

 
 
 
 
 
 
 
 
Commercial Solutions net service revenue, as reported
$
159,427

 
$
2,266

 
$
164,591

 
$
6,360

Pre-merger inVentiv Commercial Solutions net service revenue
72,610

 
293,191

 
585,576

 
880,891

Combined Company Commercial Solutions net service revenue, before adjustments
232,037

 
295,457

 
750,167

 
887,251

Acquisition-related deferred revenue adjustment (a)
1,147

 

 
2,686

 

Combined Company Commercial Solutions adjusted net service revenue
$
233,184

 
$
295,457

 
$
752,853

 
$
887,251

Combined Company adjusted income from operations:
 
 
 
 
 
 
 
(Loss) income from operations, as reported
$
(88,888
)
 
$
39,396

 
$
(43,886
)
 
$
111,559

Pre-merger inVentiv (loss) income from operations
(30,624
)
 
52,354

 
(58,819
)
 
151,087

Combined Company (loss) income from operations, before adjustments
(119,512
)
 
91,750

 
(102,705
)
 
262,646

Acquisition-related deferred revenue adjustment (a)
13,198

 

 
27,014

 

Amortization (b)
71,039

 
18,590

 
218,488

 
55,756

Restructuring and other costs (c)
12,159

 
10,329

 
28,006

 
38,595

Transaction and integration-related expenses (d)
100,871

 
7,262

 
133,727

 
11,658

Asset impairment charges (e)
30,000

 

 
30,000

 

Share-based compensation (f)
9,336

 
4,991

 
32,033

 
13,508

Contingent consideration and other expense (g)

 
321

 

 
1,406

Discretionary bonus accrual reversal (h)

 

 
(5,953
)
 
(4,144
)
R&D tax credit adjustment (i)

 
(216
)
 
(6,030
)
 
(421
)
Monitoring and advisory fees (j)
1,028

 
932

 
7,538

 
2,633

Acquisition-related revaluation adjustments (k)
2,389

 
(249
)
 
4,408

 
717

Combined Company adjusted income from operations
$
120,508

 
$
133,710

 
$
366,526

 
$
382,354

GAAP operating margin
(15.0
)%
 
15.2
%
 
(4.0
)%
 
14.5
%
Combined Company adjusted operating margin
15.7
 %
 
16.4
%
 
15.7
 %
 
15.8
%

10


INC Research Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Combined Company Non-GAAP Measures (Continued)
(in thousands, except per share data)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Combined Company EBITDA and Adjusted EBITDA:
 
 
 
 
 
 
 
Net (loss) income, as reported
$
(147,998
)
 
$
27,331

 
$
(123,422
)
 
$
75,139

Pre-merger inVentiv net loss
(26,070
)
 
(9,697
)
 
(105,577
)
 
(32,728
)
Combined Company net (loss) income, before adjustments
(174,068
)
 
17,634

 
(228,999
)
 
42,411

Interest expense, net
39,431

 
57,994

 
119,837

 
174,274

Income tax expense (benefit)
8,813

 
14,226

 
(15,663
)
 
35,671

Depreciation
18,285

 
19,461

 
57,860

 
57,135

Amortization (b)
71,039

 
18,590

 
218,488

 
55,756

EBITDA
(36,500
)
 
127,905

 
151,523

 
365,247

Acquisition-related deferred revenue adjustment (a)
13,198

 

 
27,014

 

Restructuring and other costs (c)
12,159

 
10,329

 
28,006

 
38,595

Transaction and integration-related expenses (d)
100,871

 
7,262

 
133,727

 
11,658

Asset impairment charges (e)
30,000

 

 
30,000

 

Share-based compensation (f)
9,336

 
4,991

 
32,033

 
13,508

Contingent consideration and other expense (g)

 
321

 

 
1,406

Discretionary bonus accrual reversal (h)

 

 
(5,953
)
 
(4,144
)
R&D tax credit adjustment (i)

 
(216
)
 
(6,030
)
 
(421
)
Monitoring and advisory fees (j)
1,028

 
932

 
7,538

 
2,633

Acquisition-related revaluation adjustments (k)
2,389

 
(249
)
 
4,408

 
717

Other expense, net (l)
6,269

 
1,435

 
22,085

 
10,025

Loss on extinguishment of debt (m)
102

 
439

 
102

 
219

Combined Company adjusted EBITDA
$
138,852

 
$
153,149

 
$
424,453

 
$
439,443

Adjusted EBITDA Margin
18.1
%
 
18.8
%
 
18.2
%
 
18.1
%




















11


INC Research Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Combined Company Non-GAAP Measures (Continued)
(in thousands, except per share data)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Combined Company Adjusted Net Income:
 
 
 
 
 
 
 
Net (loss) income, as reported
$
(147,998
)
 
$
27,331

 
$
(123,422
)
 
$
75,139

Pre-merger inVentiv net loss
(26,070
)
 
(9,697
)
 
(105,577
)
 
(32,728
)
Combined Company net (loss) income, before adjustments
(174,068
)
 
17,634

 
(228,999
)
 
42,411

Acquisition-related deferred revenue adjustment (a)
13,198

 

 
27,014

 

Amortization (b)
71,039

 
18,590

 
218,488

 
55,756

Restructuring and other costs (c)
12,159

 
10,329

 
28,006

 
38,595

Transaction and integration-related expenses (d)
100,871

 
7,262

 
133,727

 
11,658

Asset impairment charges (e)
30,000

 

 
30,000

 

Share-based compensation (f)
9,336

 
4,991

 
32,033

 
13,508

Contingent consideration and other expense (g)

 
321

 

 
1,406

Discretionary bonus accrual reversal (h)

 

 
(5,953
)
 
(4,144
)
R&D tax credit adjustment (i)

 
(216
)
 
(6,030
)
 
(421
)
Monitoring and advisory fees (j)
1,028

 
932

 
7,538

 
2,633

Acquisition-related revaluation adjustments (k)
2,389

 
(249
)
 
4,408

 
717

Other expense, net (l)
6,269

 
1,435

 
22,085

 
10,025

Loss on extinguishment of debt (m)
102

 
439

 
102

 
219

Bridge financing fee (n)
5,815

 

 
5,815

 

Income tax adjustment to normalized rate (o)
(21,592
)
 
(12,283
)
 
(104,032
)
 
(37,157
)
Combined Company adjusted net income
$
56,546

 
$
49,185

 
$
164,202

 
$
135,206

 
 
 
 
 
 
 
 
Combined Company diluted weighted average common shares outstanding:
 
 
 
 
 
 
 
Diluted weighted average common shares outstanding, as reported
87,152
 
55,567

 
65,097
 
55,836

Effect of certain securities considered anti-dilutive under GAAP (p)
1,534
 

 
1,275
 

Estimated additional dilutive shares outstanding as a result of the Merger (q)
16,961
 
49,927

 
38,938
 
49,927

Combined Company diluted weighted average common shares outstanding
105,647
 
105,494

 
105,310
 
105,763

 
 
 
 
 
 
 
 
Combined Company adjusted diluted earnings per share
$
0.54

 
$
0.47

 
$
1.56

 
$
1.28

(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 customer relationships, backlog, and trademarks.
(c)
Restructuring and other costs consist primarily of: (i) severance costs associated with a reduction/optimization of the Company's workforce in line with the Company's expectations of future business operations, (ii) transition costs associated with the change in the Company's Chief Executive Officer during the fourth quarter of 2016, (iii) consulting costs incurred for the continued consolidation of legal entities and restructuring of the Company's contract management process to meet the requirements of upcoming accounting regulation changes, and (iv) termination costs in connection with abandonment and closure of redundant facilities and other lease-related charges.

12


(d)
Represents fees associated with corporate transactions and integration-related activities which primarily related to the Merger in 2017.
(e)
Represents impairment charges associated with the INC Research trade name due to the Company’s intention to relaunch its operations under a new brand name in January 2018 in connection with the Merger.
(f)
Represents non-cash share-based compensation expense related to awards granted under equity incentive plans.
(g)
Represents contingent consideration expense incurred as a result of acquisitions and other expenses accounted for as compensation expense under GAAP.
(h)
Represents inVentiv discretionary bonus accruals from the prior year that were reversed in periods prior to the Merger.
(i)
Represents additional research and development tax credits in certain international locations for pre-Merger expenses recorded as a reduction of direct costs.
(j)
Represents the annual sponsor management fee previously paid pursuant to the THL and Advent Management Agreement with inVentiv.
(k)
Represents non-cash adjustments resulting from the revaluation of certain items such as vehicle leases in connection with inVentiv's Merger with Advent in 2016 and facilities.
(l)
Represents other (income) expense comprised primarily of foreign exchange gains and losses.
(m)
Represents loss on extinguishment of debt associated with the debt refinancing activities.
(n)
Represents bridge financing fees incurred by the Company related to its 2017 Credit Agreement prior to the Merger.
(o)
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 35.0% for the combined company for all periods. This rate has been adjusted to exclude tax impacts related to valuation allowances recorded against deferred tax assets.
(p)
Represents the weighted average number of equity-based awards issued under the Company's equity incentive plans calculated using the treasury stock method that were excluded from shares used in computing GAAP diluted net loss per share due to reporting a net loss under GAAP for the period.
(q)
Represents the estimated impact on the dilutive weighted average shares outstanding had the Merger occurred on January 1, 2016. The amount consists of the shares issued to inVentiv shareholders on August 1, 2017 and the fully vested stock option awards and restricted stock units issued under the equity incentive plans formerly related to inVentiv that were assumed by the Company in the Merger.


INC Research Holdings, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Fourth Quarter 2017 Guidance
(in millions, except per share data)
(unaudited)
 
Adjusted Net Income
 
Adjusted Diluted Earnings Per Share
 
Low
 
High
 
Low
 
High
Net (loss) income and diluted earnings per share
$
(26.2
)
 
$
(14.4
)
 
$
(0.25
)
 
$
(0.14
)
Adjustments:
 
 
 
 
 
 
 
Amortization (a)
75.0

 
75.0

 
 
 
 
Share-based compensation (a)
5.4

 
5.4

 
 
 
 
Restructuring and other costs (a)
9.5

 
10.0

 
 
 
 
Transaction expenses (a)
6.5

 
6.5

 
 
 
 
Merger-related deferred revenue adjustment (a)
11.9

 
11.9

 
 
 
 
Other (a)
0.1

 
1.1

 
 
 
 
Income tax effect of above adjustments (b)
(26.2
)
 
(32.0
)
 
 
 
 
Adjusted net income and adjusted diluted earnings per share
$
56.0

 
$
63.5

 
$
0.52

 
$
0.60


(a)
Amounts are estimates with an estimated range of +/- 5% and are presented gross without the benefit of income tax reduction.
(b)
Income tax expense is calculated and the adjustments are tax-affected at an approximate rate of 35%, which represents our best estimate of the Company's full year non-GAAP effective tax rate.

13